Exhibit
4.1


 


NUMBER
UNITS

U-


 


SEE
REVERSE FOR CERTAIN

DEFINITIONS


 


CUSIP


 


PANACEA
ACQUISITION CORP.


 


UNITS
CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND

ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK


 


THIS
CERTIFIES THAT               is the owner of          Units.


 


Each
Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0.0001 per share (“Class
A Common Stock”), of Panacea Acquisition Corp., a Delaware corporation (the “Company”),
and one-third (1/3) of one redeemable warrant (each whole warrant exercisable for one share of Class A common stock) (the “Warrant”).
Each whole Warrant entitles the holder to purchase one (1) share of Class A Common Stock (subject to adjustment) for $11.50 per
share (subject to adjustment). Only whole Warrants are exercisable. Each Warrant will become exercisable on the later of (i) thirty
(30) days after the Company’s completion of an initial merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or other similar business combination with one or more businesses (each a “Business Combination”),
and (ii) twelve (12) months from the closing of the Company’s initial public offering, and will expire unless exercised
before 5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the Company completes its initial
Business Combination, or earlier upon redemption or liquidation. The shares of Class A Common Stock and Warrants comprising the
Units represented by this certificate are not transferable separately prior to                ,
2020, unless Cowen and Company, LLC elects to allow separate trading earlier, subject to the Company’s filing of a Current
Report on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting the Company’s
receipt of the gross proceeds of its initial public offering and issuing a press release announcing when separate trading will
begin. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The terms of the
Warrants are governed by a Warrant Agreement, dated as of                 ,
2020, between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and
provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof.
Copies of the Warrant Agreement are on file at the office of the Warrant Agent at One State Street, 30th Floor, New
York, New York 10004, and are available to any Warrant holder on written request and without cost.


 


Upon
the consummation of the Business Combination, the Units represented by this certificate will automatically separate into the Class
A Common Stock and Warrants comprising such Units.


 


This
certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.


 


This
certificate shall be governed by and construed in accordance with the internal laws of the State of New York.


 


Witness
the facsimile signature of its duly authorized officers.


 


	 	 	 
	Secretary	 	Principal Executive Officer


 


 





 



 


 





 



 






     

     


    

  


PANACEA
ACQUISITION CORP.


 


The
Company will furnish without charge to each unitholder who so requests, a statement of the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock or series thereof of the Company and the qualifications,
limitations, or restrictions of such preferences and/or rights.


 


The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


 





	TEN COM	—	as tenants in common	 	UNIF GIFT MIN ACT	—	
        ______ Custodian ______

        (Cust)                          (Minor)

        Under Uniform Gifts to Minors Act _____________(State)

	TEN ENT	—	as tenants by the entireties	 	 	 
	JT TEN	—	as joint tenants with right of survivorship and not as tenants in common	 	 	 


  


Additional
abbreviations may also be used though not in the above list.


 


For
value received, ______________ hereby sell(s), assign(s) and transfer(s) unto ________________


 


PLEASE
INSERT SOCIAL SECURITY OR

OTHER

IDENTIFYING NUMBER OF ASSIGNEE


 





 






(PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


 





 






 


 





 






 


 


 






 


_______________Units
represented by the within Certificate, and do(es) hereby irrevocably constitute and appoint


 


________________________Attorney
to transfer the said Units on the books of the within named Company with full power of substitution in the premises.


 


Dated
_______________


 


 





 



 


 





	 	 
	 	Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatsoever.


  




    	 	2	 



     


    

  


Signature(s)
Guaranteed:


 


THE
SIGNATURE(S) MUST BE GUARANTEED BY AN

ELIGIBLE GUARANTOR INSTITUTION (BANKS,

STOCKBROKERS, SAVINGS AND LOAN

ASSOCIATIONS AND CREDIT UNIONS WITH

MEMBERSHIP IN AN APPROVED SIGNATURE

GUARANTEE MEDALLION PROGRAM, PURSUANT TO

S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS

AMENDED).


 


In
each case, as more fully described in the Company’s final prospectus dated          
, 2020, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain funds held in the trust account
established in connection with the Company’s initial public offering only in the event that (i) the Company redeems the
shares of Class A Common Stock sold in its initial public offering and liquidates because it does not consummate an initial business
combination by            , 2022, or by such later date approved by
the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation, (ii)
the Company redeems the shares of Class A Common Stock sold in its initial public offering in connection with a stockholder vote
to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s
obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100% of the Class
A Common Stock if it does not complete its initial business combination by            ,
2022, or (B) with respect to any other provision relating to the holder(s) rights or pre-initial business combination activity,
or (iii) if the holder(s) seek(s) to redeem for cash his, her, its or their respective shares of Class A Common Stock in connection
with a tender offer (or proxy solicitation, solely in the event the Company seeks stockholder approval of the proposed initial
business combination) setting forth the details of a proposed initial business combination. In no other circumstances shall the
holder(s) have any right or interest of any kind in or to the trust account.


 


 


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