Exhibit 10.1


 


THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT
BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE
HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE
THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT
SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY NOTE


 





	Principal Amount: Up to U.S. $300,000	 	Dated as of January
14, 2021



 


 


Panacea Acquisition Corp. II, a Cayman Islands
exempted company (“Maker”), promises to pay to the order of EcoR1 Panacea Holdings II, LLC, a Delaware limited
liability company, or its registered assigns or successors in interest (collectively, “Payee”), or order, the
principal sum of Three Hundred Thousand U.S. Dollars (U.S. $300,000) or such lesser amount as shall have been advanced by Payee
to Maker and shall remain unpaid under this Note on the Maturity Date (as defined below) in lawful money of the United States of
America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately
available funds or as otherwise determined by Maker to such account as Payee may from time to time designate by written notice
in accordance with the provisions of this Note.


 


		1.	Principal. The entire unpaid principal balance of
this Note shall be due and payable in full on the earlier of: (i) December 31, 2021, and (ii) the date on which Maker consummates
an initial public offering of its securities (such earlier date of (i) and (ii), the “Maturity Date”), unless
accelerated upon the occurrence of an Event of Default (as defined below). The principal balance may be prepaid at any time by
Maker, at its election and without penalty. Under no circumstances shall any individual, including but not limited to any officer,
director, employee or shareholder of Maker, be obligated personally for any obligations or liabilities of Maker hereunder.



 


		2.	Drawdown Requests. Maker and Payee agree that Maker
may request, from time to time, up to Three Hundred Thousand U.S. Dollars (U.S. $300,000) in draw downs under this Note to be
used for costs and expenses related to Maker’s proposed initial public offering of its securities (the “IPO”),
including its formation. The principal of this Note may be drawn down from time to time prior to the Maturity Date upon request
from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request must state the amount to be drawn down,
and must not be an amount less than Ten Thousand U.S. Dollars (U.S. $10,000) unless agreed upon by Maker and Payee. Payee shall
fund each Drawdown Request no later than three (3) business days after receipt of a Drawdown Request; provided, however,
that the maximum amount of drawdowns outstanding under this Note at any time may not exceed Three Hundred Thousand U.S. Dollars
(U.S. $300,000). No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown
Request by Maker.



 


		3.	Interest. No interest shall accrue on the unpaid
principal balance of this Note.



 


		4.	Application of Payments. All payments shall be applied
first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation)
reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal
balance of this Note.



 


		5.	Events of Default. The following shall constitute
an event of default (“Event of Default”):



 


		(a)	Failure to Make Required Payments. Failure by Maker
to pay the principal amount due pursuant to this Note on the Maturity Date.



 


		(b)	Voluntary Bankruptcy, Etc. The commencement by Maker
of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent
by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other
similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit
of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by
Maker in furtherance of any of the foregoing.



 


		(c)	Involuntary Bankruptcy, Etc. The entry of a decree
or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable
bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs,
and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days.



 






    


     


    

 





		6.	Remedies.



 


		(a)	Upon the occurrence of an Event of Default specified in
Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the
unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein
or in the documents evidencing the same to the contrary notwithstanding.





 


		(b)	Upon the occurrence of an Event of Default specified in
Sections 5(b) or 5(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically
and immediately become due and payable, in all cases without any action on the part of Payee.



 


		7.	Waivers. Maker and all endorsers and guarantors
of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with
regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note,
and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal,
or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing
for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate
that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold
upon any such writ in whole or in part in any order desired by Payee.



 


		8.	Unconditional Liability. Maker hereby waives all
notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees
that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any
manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to
any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or
other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto
without notice to Maker or affecting Maker’s liability hereunder.



 


		9.	Notices. All notices, statements or other documents
which are required or contemplated by this Note shall be: (i) in writing and delivered personally or sent by first class registered
or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by
facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing
by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other
electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall
be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written
confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service
or five (5) days after mailing if sent by mail.



 


		10.	Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH THE LAWS OF NEW YORK.



 


		11.	Severability. Any provision contained in this Note
which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.



 


		12.	Trust Waiver. Notwithstanding anything herein to
the contrary, Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to
any distribution of or from the trust account to be established in which proceeds of the IPO (including the deferred underwriting
discounts and commissions) and proceeds of the sale of the securities of the Company issued in a private placement to occur in
connection with the consummation of the IPO are to be deposited, as described in greater detail in the registration statement
and prospectus to be filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek
recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.



 


		13.	Amendment; Waiver. Any amendment hereto or waiver
of any provision hereof may be made with, and only with, the written consent of Maker and Payee.



 


		14.	Assignment. No assignment or transfer of this Note
or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written
consent of the other party hereto and any attempted assignment without the required consent shall be void.



 


[Signature page follows]


 




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IN WITNESS WHEREOF, Maker, intending
to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.


 





	 	Panacea Acquisition Corp. II
	 	 	 
	 	By:	/s/ Scott Perlen
	 	 	Name: 	Scott Perlen
	 	 	Title: 	Chief Financial Officer



 





	Agreed and Acknowledged:	 
	 	 	 
	EcoR1 Panacea Holdings II, LLC	 
	 	 	 
	By:	/s/ Oleg Nodelman	 
	 	Name:  	Oleg Nodelman	 
	 	Title:  	Authorized Signatory	 






 





 


[Signature Page to Promissory Note]