Exhibit 10.9


 


FS DEVELOPMENT CORP. II


 


600 Montgomery Street, Suite 4500


 


San Francisco, California 94111


 


, 2021


 


FS Development Holdings II, LLC


600 Montgomery Street, Suite 4500


San Francisco, California 94111


 


Re: Administrative Services
Agreement


 


Ladies and Gentlemen:


 


This letter agreement
(this “Agreement”) by and between FS Development Corp. II (the “Company”) and
FS Development Holdings II, LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement
that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing
Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and
Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation
by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration
Statement) (such earlier date hereinafter referred to as the “Termination Date”):


 


1. The
Sponsor shall make available, or cause to be made available, to the Company, at 600 Montgomery Street, Suite 4500, San Francisco,
California 94111 (or any successor location), office space and secretarial and administrative services as may be reasonably required
by the Company. In exchange therefor, the Company shall pay the Sponsor $10,000 per month on the Listing Date and continuing monthly
thereafter until the Termination Date; and


 


2. The
Sponsor hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or
arising out of, this Agreement (each, a “Claim”) in or to, and any and all right to seek payment of any
amounts due to it out of, the trust account established for the benefit of the public stockholders of the Company and into which
substantially all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”),
and hereby irrevocably waives any Claim it may have in the future as a result of, or arising out of, this Agreement, which Claim
would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and
further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies
or other assets in the Trust Account for any reason whatsoever.


 


This Agreement constitutes
the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject
matter hereof or the transactions contemplated hereby.


 


This Agreement may
not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


No party hereto may
assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the
other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer
or assign any interest or title to the purported assignee.


 


This Agreement constitutes
the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute,
law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York.


 


[Signature Page Follows]


 




     


     


    

 


	 	Very truly yours,
	 	 
	 	FS DEVELOPMENT CORP. II
	 	 
	 	By:	
	 	Name: 	Jim Tananbaum
	 	Title: 	Chief Executive Officer



 


	AGREED AND ACCEPTED BY:	 
	 	 
	FS DEVELOPMENT HOLDINGS II, LLC	 
	 	 
	By:	FORESITE CAPITAL FUND V, L.P., its	 
		sole member	 



 


	By:	FORESITE CAPITAL MANAGEMENT	 
	 	V, LLC, its general partner	 
	 	 	 
	By:		 
	 	Name: Dennis Ryan	 
	 	Title: Chief Financial Officer	 



 


[Signature Page to Administrative Services
Agreement]