Exhibit 10.6


 


PRIVATE
PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [________], 2021 (as it may from time to time be amended, this “Agreement”),
is entered into by and between Biotech Acquisition Company, a Cayman Islands exempted company (the “Company”),
and Biotech Sponsor LLC, a Delaware limited liability company (the “Purchaser”).


 


WHEREAS,
the Company is a blank check formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”);


 


WHEREAS,
the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”),
with each unit (each, a “Unit”) consisting of one Class A ordinary share of the Company, par value $0.001 per
ordinary share (each, a “Share”), and one-half of one redeemable warrant, with each whole warrant, (each, a
“Warrant”) entitling the holder to purchase one Share at an exercise price of $11.50 per Share; and


 


WHEREAS,
the Purchaser has agreed to purchase, at a price of $1.00 per Warrant, an aggregate of 6,000,000 Warrants (the “Private
Placement Warrants”), with each Private Placement Warrant consisting of one Share and one-half of one Warrant.


 


NOW
THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound,
agree as follows:


 


AGREEMENT


 


		1.	Authorization,
                                         Purchase and Sale; Terms of the Private Placement Warrants.



 


		(a)	Authorization
                                         of the Private Placement Warrants. The Company has duly authorized the issuance and
                                         sale of the Private Placement Warrants to the Purchaser.



 


		(b)	Purchase
                                         and Sale of the Private Placement Warrants. Simultaneously with the consummation
                                         of the Public Offering or on such earlier time and date as may be mutually agreed by
                                         the Purchaser and the Company (the “Closing Date”), the Company shall
                                         issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an
                                         aggregate of 6,000,000 Private Placement Warrants at a price of $1.00 per Warrant for
                                         an aggregate purchase price of $6,000,000 (the “Purchase Price”).
                                         Purchaser shall pay the Purchase Price by wire transfer of immediately available funds
                                         to the trust account maintained by Continental Stock Transfer & Trust Company, acting
                                         as trustee, at least one business day prior to the date of effectiveness (the “Effective
                                         Date”) of the registration statement relating to the Public Offering (the “Registration
                                         Statement”). On the Closing Date, upon the payment by the Purchaser of the
                                         Purchase Price, the Company, at its option, shall deliver a certificate evidencing the
                                         Private Placement Warrants purchased on such date duly registered in the Purchaser’s
                                         name to the Purchaser or effect such delivery in book-entry form.



 


		(c)	Terms
                                         of the Private Placement Warrants. The Private Placement Warrants shall have their
                                         terms set forth in a Warrant Agreement entered into by the Company and a warrant agent,
                                         in connection with the Public Offering (a “Warrant Agreement”). At
                                         or prior to the time of the Initial Closing Date, the Company and the Purchaser shall
                                         enter into a registration rights agreement (the “Registration Rights Agreement”)
                                         pursuant to which the Company will grant certain registration rights to the Purchaser
                                         relating to the Sponsor Warrants and the Shares underlying the Sponsor Warrants.



 






     


     


    

 


		2.	Representations
                                         and Warranties of the Company. As a material inducement to the Purchaser to enter
                                         into this Agreement and purchase the Private Placement Warrants, the Company hereby represents
                                         and warrants to the Purchaser (which representations and warranties shall survive each
                                         Closing Date) that:



 


		(a)	Incorporation
                                         and Corporate Power. The Company is an exempted company duly incorporated, validly
                                         existing and in good standing under the laws of the Cayman Islands and is qualified to
                                         do business in every jurisdiction in which the failure to so qualify would reasonably
                                         be expected to have a material adverse effect on the financial condition, operating results
                                         or assets of the Company. The Company possesses all requisite corporate power and authority
                                         necessary to carry out the transactions contemplated by this Agreement.



 


		(b)	Authorization;
                                         No Breach.



 


		(i)	The
                                         execution, delivery and performance of this Agreement and the Private Placement Warrants
                                         have been duly authorized by the Company as of the Closing Date. This Agreement constitutes
                                         the valid and binding obligation of the Company, enforceable in accordance with its terms.
                                         Upon issuance in accordance with, and payment pursuant to, the terms of this Agreement,
                                         the Private Placement Warrants (and underlying securities) will constitute valid and
                                         binding obligations of the Company, enforceable in accordance with their terms as of
                                         the Closing Dates.



 


		(ii)	The
                                         execution and delivery by the Company of this Agreement and the Private Placement Warrants,
                                         the issuance and sale of the Private Placement Warrants and compliance with, the respective
                                         terms hereof by the Company, do not and will not as of the Closing Date: (A) conflict
                                         with or result in a breach of the terms, conditions or provisions of, (B) constitute
                                         a default under, (C) result in the creation of any lien, security interest, charge or
                                         encumbrance upon the Company’s share capital or assets under, (D) result in a violation
                                         of, or (E) require any authorization, consent, approval, exemption or other action by
                                         or notice or declaration to, or filing with, any court or administrative or governmental
                                         body or agency pursuant to the memorandum and articles of association of the Company
                                         (in effect on the date hereof or as may be amended prior to completion of the contemplated
                                         Public Offering), or any material law, statute, rule or regulation to which the Company
                                         is subject, or any agreement, order, judgment or decree to which the Company is subject,
                                         except for any filings required after the date hereof under federal or state securities
                                         laws.



 


		(iii)	Title
                                         to Securities. Upon issuance in accordance with and payment pursuant to the terms
                                         hereof memorandum and articles of association of the Company and registration in the
                                         register of members of the Company, the Private Placement Warrants will be duly and validly
                                         issued as fully paid and non-assessable. On the date of issuance of the Private Placement
                                         Warrants shall have been reserved for issuance. Upon issuance in accordance with, and
                                         payment pursuant to, the terms hereof, the Purchaser will have good title to the Private
                                         Placement Warrants, free and clear of all liens, claims and encumbrances of any kind,
                                         other than (A) transfer restrictions hereunder and under the other agreements contemplated
                                         hereby, (B) transfer restrictions under federal and state securities laws, and (C) liens,
                                         claims or encumbrances imposed due to the actions of the Purchaser.



 






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		(c)	Governmental
                                         Consents. No permit, consent, approval or authorization of, or declaration to or
                                         filing with, any governmental authority is required in connection with the execution,
                                         delivery and performance by the Company of this Agreement or the consummation by the
                                         Company of any other transactions contemplated hereby.



 


		(d)	Regulation
                                         D Qualification. Neither the Company nor, to its actual knowledge, any of its officers,
                                         directors or beneficial shareholders of 20% or more of its outstanding securities, has
                                         experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation
                                         D promulgated under the Securities Act of 1933, as amended (the “Securities
                                         Act”).



 


		3.	Representations
                                         and Warranties of the Purchaser. As a material inducement to the Company to enter
                                         into this Agreement and issue and sell the Private Placement Warrants to the Purchaser,
                                         the Purchaser hereby represents and warrants to the Company (which representations and
                                         warranties shall survive each Closing Date) that:



 


		(a)	Organization
                                         and Requisite Authority. The Purchaser is a limited liability company duly formed,
                                         validly existing, and in good standing under the laws of the State of Delaware and is
                                         qualified to do business in every jurisdiction in which the failure to so qualify would
                                         reasonably be expected to have a material adverse effect on the financial condition,
                                         operating results or assets of the Purchaser. The Purchaser possesses all requisite limited
                                         liability company power and authority necessary to carry out the transactions contemplated
                                         by this Agreement.



 


		(b)	Authorization;
                                         No Breach.



 


		(i)	This
                                         Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in
                                         accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance,
                                         reorganization, moratorium and other laws of general applicability relating to or affecting
                                         creditors’ rights and to general equitable principles (whether considered in a
                                         proceeding in equity or law).



 


		(ii)	The
                                         execution and delivery by the Purchaser of this Agreement and the fulfillment of and
                                         compliance with the terms hereof by the Purchaser does not and shall not as of each Closing
                                         Date conflict with or result in a breach by the Purchaser of the terms, conditions or
                                         provisions of any agreement, instrument, order, judgment or decree to which the Purchaser
                                         is subject.



 


		(c)	Investment
                                         Representations.



 


		(i)	The
                                         Purchaser is acquiring the Private Placement Warrants, for the Purchaser’s own
                                         account, for investment purposes only and not with a view towards, or for resale in connection
                                         with, any public sale or distribution thereof.



 


		(ii)	The
                                         Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3)
                                         of Regulation D promulgated under the Securities Act and the Purchaser has not experienced
                                         a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D promulgated
                                         under the Securities Act.



 






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		(iii)	The
                                         Purchaser understands that the Private Placement Warrants are being offered and will
                                         be sold to the Purchaser in reliance on specific exemptions from the registration requirements
                                         of the United States federal and state securities laws and that the Company is relying
                                         upon the truth and accuracy of, and the Purchaser’s compliance with, the representations
                                         and warranties of the Purchaser set forth herein in order to determine the availability
                                         of such exemptions and the eligibility of the Purchaser to acquire such Private Placement
                                         Warrants.



 


		(iv)	The
                                         Purchaser decided to enter into this Agreement not as a result of any general solicitation
                                         or general advertising within the meaning of Rule 502(c) of Regulation D promulgated
                                         under the Securities Act.



 


		(v)	The
                                         Purchaser has been furnished with all materials relating to the business, finances and
                                         operations of the Company and materials relating to the offer and sale of the Private
                                         Placement Warrants which have been requested by the Purchaser. The Purchaser has been
                                         afforded the opportunity to ask questions of the executive officers and directors of
                                         the Company. The Purchaser understands that its investment in the Private Placement Warrants
                                         involves a high degree of risk and it has sought such accounting, legal and tax advice
                                         as it has considered necessary to make an informed investment decision with respect to
                                         the acquisition of the Private Placement Warrants.



 


		(vi)	The
                                         Purchaser understands that no United States federal or state agency or any other government
                                         or governmental agency has passed on or made any recommendation or endorsement of the
                                         Private Placement Warrants or the fairness or suitability of the investment in the Private
                                         Placement Warrants by the Purchaser nor have such authorities passed upon or endorsed
                                         the merits of the offering of the Private Placement Warrants.



 


		(vii)	The
                                         Purchaser understands that: (A) the offer and sale of the Private Placement Warrants
                                         has not been and is not being registered under the Securities Act or any state securities
                                         laws, and may not be offered for sale, sold, assigned or transferred unless (1) the offer
                                         and sale of the Private Placement Warrants is subsequently registered thereunder or (2)
                                         sold in reliance on an exemption therefrom; and (B) except as specifically set forth
                                         in the Registration Rights Agreement, neither the Company nor any other person is under
                                         any obligation to register the offer and sale of the Private Placement Warrants under
                                         the Securities Act or any state securities laws or to comply with the terms and conditions
                                         of any exemption thereunder. The Private Placement Warrants will bear a legend and appropriate
                                         “stop transfer” instructions (or an appropriate notation if securities are
                                         issued in book entry form) relating to the foregoing. The Purchaser further understands
                                         that the Securities and Exchange Commission has taken the position that promoters or
                                         affiliates of a blank check company and their transferees, both before and after an initial
                                         Business Combination, are deemed to be “underwriters” under the Securities
                                         Act when reselling the securities of a blank check company. Based on that position, Rule
                                         144 adopted pursuant to the Securities Act would not be available for resale transactions
                                         of the Private Placement Warrants until the 1-year anniversary following consummation
                                         of an Business Combination despite technical compliance with the requirements of Rule
                                         144.



 






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		(viii)	The
                                         Purchaser has such knowledge and experience in financial and business matters, knows
                                         of the high degree of risk associated with investments in the securities of companies
                                         in the development stage such as the Company, is capable of evaluating the merits and
                                         risks of an investment in the Private Placement Warrants and is able to bear the economic
                                         risk of an investment in the Private Placement Warrants in the amount contemplated hereunder
                                         for an indefinite period of time. The Purchaser has adequate means of providing for its
                                         current financial needs and contingencies and will have no current or anticipated future
                                         needs for liquidity which would be jeopardized by the investment in the Private Placement
                                         Warrants. The Purchaser can afford a complete loss of its investment in the Private Placement
                                         Warrants.



 


		4.	Conditions
                                         of the Purchaser’s Obligations. The obligations of the Purchaser to purchase
                                         and pay for the Private Placement Warrants are subject to the fulfillment, on or before
                                         each Closing Date, of each of the following conditions:



 


		(a)	Representations
                                         and Warranties. The representations and warranties of the Company contained in Section
                                         2 shall be true and correct at and as of such Closing Date as though then made.



 


		(b)	Performance.
                                         The Company shall have performed and complied with all agreements, obligations and conditions
                                         contained in this Agreement that are required to be performed or complied with by it
                                         on or before such Closing Date.



 


		(c)	No
                                         Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling
                                         or injunction shall have been enacted, entered, promulgated or endorsed by or in any
                                         court or governmental authority of competent jurisdiction or any self-regulatory organization
                                         having authority over the matters contemplated hereby, which prohibits the consummation
                                         of any of the transactions contemplated by this Agreement.



 


		(d)	Registration
                                         Rights Agreement. The Company shall have entered into a registration rights agreement
                                         on terms satisfactory to the Purchaser.



 


		(e)	Corporate
                                         Consents. The Company shall have obtained the consent of its Board of Directors authorizing
                                         the execution, delivery and performance of this Agreement and the issuance and sale of
                                         the Private Placement Warrants.



 


		5.	Conditions
                                         of the Company’s Obligations. The obligations of the Company to the Purchaser
                                         under this Agreement are subject to the fulfillment, on or before each Closing Date,
                                         of each of the following conditions:



 


		(a)	Representations
                                         and Warranties. The representations and warranties of the Purchaser contained in
                                         Section 3 shall be true and correct at and as of such Closing Date as though then
                                         made.



 


		(b)	Performance.
                                         The Purchaser shall have performed and complied with all agreements, obligations and
                                         conditions contained in this Agreement that are required to be performed or complied
                                         with by the Purchaser on or before such Closing Date.



 


		(c)	No
                                         Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling
                                         or injunction shall have been enacted, entered, promulgated or endorsed by or in any
                                         court or governmental authority of competent jurisdiction or any self-regulatory organization
                                         having authority over the matters contemplated hereby, which prohibits the consummation
                                         of any of the transactions contemplated by this Agreement.



 






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		(d)	Registration
                                         Rights Agreement. The Company shall have entered into a registration rights agreement
                                         on terms satisfactory to the Company.


 


		6.	Termination.
                                         This Agreement may be terminated at any time after December 31, 2021, upon the election
                                         by either the Company or the Purchaser solely as to itself upon written notice to the
                                         other parties if the closing of the Public Offering does not occur prior to such date.



 


		7.	Survival
                                         of Representations and Warranties. All of the representations and warranties contained
                                         herein shall survive each Closing Date.



 


		8.	Definitions.
                                         Terms used but not otherwise defined in this Agreement shall have the meaning assigned
                                         to such terms in the Registration Statement.



 


		9.	Miscellaneous.



 


		(a)	Successors
                                         and Assigns. Except as otherwise expressly provided herein, all covenants and agreements
                                         contained in this Agreement by or on behalf of any of the parties hereto shall bind and
                                         inure to the benefit of the respective successors of the parties hereto whether so expressed
                                         or not. Notwithstanding the foregoing or anything to the contrary herein, the parties
                                         may not assign this Agreement without the prior written consent of the other party hereto,
                                         other than assignments by the Purchaser to affiliates thereof.



 


		(b)	Severability.
                                         Whenever possible, each provision of this Agreement shall be interpreted in such manner
                                         as to be effective and valid under applicable law, but if any provision of this Agreement
                                         is held to be prohibited by or invalid under applicable law, such provision shall be
                                         ineffective only to the extent of such prohibition or invalidity, without invalidating
                                         the remainder of this Agreement.



 


		(c)	Counterparts.
                                         This Agreement may be executed simultaneously in two or more counterparts, none of which
                                         need contain the signatures of more than one party, but all such counterparts taken together
                                         shall constitute one and the same agreement.



 


		(d)	Descriptive
                                         Headings; Interpretation. The descriptive headings of this Agreement are inserted
                                         for convenience only and do not constitute a substantive part of this Agreement. The
                                         use of the word “including” in this Agreement shall be by way of example
                                         rather than by limitation.



 


		(e)	Governing
                                         Law. This Agreement shall be deemed to be a contract made under the laws of the State
                                         of New York and for all purposes shall be construed in accordance with the internal laws
                                         of the State of New York, without regard to the conflicts of laws principles thereof.



 


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



 


 


[Signature
page follows]








 






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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first set forth above. 


 


	 	COMPANY:
	 	BIOTECH
    ACQUISITION COMPANY
	 	 
	 	By:	 
	 	 	Name:	Michael
    Shleifer
	 	 	Title:	Chief
Executive Officer and 

        Chairman
        of the Board

	 	 
	 	 
	 	PURCHASER:
	 	BIOTECH
    SPONSOR LLC
	 	 
	 	By:	 
	 	 	Name:	Michael
    Shleifer
	 	 	Title:	Authorized
    Person


 




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