Exhibit
10.4


 


INDEMNITY AGREEMENT


 


THIS INDEMNITY AGREEMENT
(this “Agreement”) is made as of February [●], 2021, by and between MSD Acquisition Corp.,
a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).


 


WHEREAS, highly
competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities
unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims
and actions against them arising out of their service to and activities on behalf of such corporations;


 


WHEREAS, the
Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified
individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons
serving the Company and its subsidiaries from certain liabilities. The amended and restated memorandum and articles of association
of the Company (the “Articles”) provide for the indemnification of the officers and directors of the
Company. Indemnitee may also be entitled to indemnification pursuant to applicable Cayman Islands law. The Articles provide that
the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into
between the Company and members of the Board, officers and other persons with respect to indemnification, defense, hold harmless,
advancement and reimbursement rights;


 


WHEREAS, the
uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such
persons;


 


WHEREAS, the
Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests
of the Company’s shareholders and that the Company should act to assure such persons that there will be increased certainty
of such protection in the future;


 


WHEREAS, it
is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, defend and hold harmless and
to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue
to serve the Company free from undue concern that they will not be so protected against liabilities;


 


WHEREAS, this
Agreement is a supplement to and in furtherance of the Articles and any resolutions adopted pursuant thereto, and shall not be
deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and


 


WHEREAS, Indemnitee
may not be willing to serve as an officer or director, advisor or in another capacity without adequate protection, and the Company
desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service
for or on behalf of the Company on the condition that he or she be so indemnified.


 


NOW, THEREFORE,
in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated
as of [●], 2021 among the Company, Indemnitee and the other parties thereto pursuant to the Underwriting Agreement between
the Company and the underwriter named therein in connection with the Company’s initial public offering, the Company and Indemnitee
do hereby covenant and agree as follows:


 


		1.	SERVICES TO THE COMPANY



 


In consideration of the Company’s
covenants and obligations hereunder, Indemnitee will serve or continue to serve as an officer, director, advisor, key employee
or in any other capacity of the Company, as applicable, for so long as Indemnitee is duly elected, appointed or retained or until
Indemnitee tenders his or her resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement shall continue
in full force and effect after Indemnitee has ceased to serve as a director, officer, advisor, key employee or in any other capacity
of the Company, as provided in Section 17. This Agreement, however, shall not impose any obligation on Indemnitee or the Company
to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments
of the parties, if any.


 






     


     


    

 


		2.	DEFINITIONS



 


As used in this Agreement:


 


		(a)	References to “agent” shall mean any person who is or was a director,
officer or employee of the Company or a subsidiary of the Company or other person authorized by the Company to act for the Company,
to include such person serving in such capacity as a director, officer, employee, advisor, fiduciary or other official of another
corporation, partnership, limited liability company, joint venture, trust or other enterprise at the request of, for the convenience
of, or to represent the interests of the Company or a subsidiary of the Company.



 


		(b)	The terms “Beneficial Owner” and “Beneficial Ownership”
shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act as in effect on the date hereof.



 


		(c)	A “Change in Control” shall be deemed to occur upon the earliest to occur
after the date of this Agreement of any of the following events:



 


		(i)	Acquisition of Shares by Third Party. Other than an affiliate of MSD Sponsor Holdings, LLC
(the “Sponsor”), any Person is or becomes the Beneficial Owner, directly or indirectly, of securities
of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding
securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership
of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of
securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing
Directors and such acquisition would not constitute a Change in Control under part (iii) of this definition;



 


		(ii)	Change in Board of Directors. Individuals who, as of the date hereof, constitute
the Board, and any new director whose election by the Board or nomination for election by the Company’s shareholders was
approved by a vote of at least two thirds of the directors then still in office who were directors on the date hereof or whose
election or nomination for election was previously so approved (collectively, the “Continuing Directors”),
cease for any reason to constitute at least a majority of the members of the Board;



 


		(iii)	Corporate Transactions. The effective date of a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business
Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals
and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior
to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding
securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including,
without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s
assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately
prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an
affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner,
directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally
in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business
Combination; and (3) at least a majority of the board of directors of the corporation resulting from such Business Combination
were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board, providing for such
Business Combination;



 






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		(iv)	Liquidation. The approval by the shareholders of the Company of a complete liquidation of
the Company or an agreement or series of agreements for the sale or disposition by the Company of all or substantially all of the
Company’s assets, other than factoring the Company’s current receivables or escrows due (or, if such approval is not
required, the decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction or a series of
related transactions); or



 


		(v)	Other Events. There occurs any other event of a nature that would be required to be reported
in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form)
promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement.



 


		(d)	“Corporate Status” describes the status of a person who is or was a director,
officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of the Company or of any other Enterprise
which such person is or was serving at the request of the Company.



 


		(e)	“Delaware Court” shall mean the Court of Chancery of the State of Delaware.



 


		(f)	“Disinterested Director” shall mean a director of the Company who is
not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.



 


		(g)	“Enterprise” shall mean the Company and any other corporation, constituent
corporation (including any constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of
its wholly owned subsidiaries) is a party, limited liability company, partnership, joint venture, trust, employee benefit plan
or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general
partner, managing member, manager, fiduciary, employee or agent.



 


		(h)	“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.



 


		(i)	“Expenses” shall include all direct and indirect costs, fees and expenses
of any type or nature whatsoever, including, without limitation, all reasonable attorneys’ fees and costs, retainers, court
costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators and professional advisors,
duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial
services and all other disbursements, obligations or expenses in connection with prosecuting, defending, preparing to prosecute
or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding,
including reasonable compensation for time spent by the Indemnitee for which he or she is not otherwise compensated by the Company
or any third party. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding,
including without limitation the principal, premium, security for, and other costs relating to any cost bond, supersedeas bond,
or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount
of judgments or fines against Indemnitee.



 


		(j)	References to “fines” shall include any excise tax assessed on Indemnitee
with respect to any employee benefit plan.



 


		(k)	References to “serving at the request of the Company” shall include any
service as a director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such
director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants or beneficiaries; and
if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the participants
and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to
the best interests of the Company” as referred to in this Agreement.



 


		(l)	“Independent Counsel” shall mean a law firm or a member of a law firm
with significant experience in matters of corporate law and that neither presently is, nor in the past five years has been, retained
to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning
Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements); or (ii) any other party to
the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent
Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing,
would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s
rights under this Agreement.



 






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		(m)	The term “Person” shall have the meaning as set forth in Sections 13(d)
and 14(d) of the Exchange Act as in effect on the date hereof; provided, however, that “Person” shall
exclude: (i) the Company; (ii) any Subsidiaries of the Company; (iii) any employment benefit plan of the Company or of a Subsidiary
of the Company or of any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same
proportions as their ownership of shares of the Company; and (iv) any trustee or other fiduciary holding securities under an employee
benefit plan of the Company or of a Subsidiary of the Company or of a corporation owned directly or indirectly by the shareholders
of the Company in substantially the same proportions as their ownership of shares of the Company.



 


		(n)	The term “Proceeding” shall include any threatened, pending or completed
action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or
any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a
civil (including intentional or unintentional tort claims), criminal, administrative or investigative or related nature, in which
Indemnitee was, is, will or might be involved as a party or otherwise by reason of the fact that Indemnitee is or was a director
or officer of the Company, by reason of any action (or failure to act) taken by him or her or of any action (or failure to act)
on his or her part while acting as a director or officer of the Company, or by reason of the fact that he or she is or was serving
at the request of the Company as a director, officer, trustee, general partner, managing member, manager, fiduciary, employee or
agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred
for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement.



 


		(o)	The term “Subsidiary,” with respect to any Person, shall mean any corporation,
limited liability company, partnership, joint venture, trust or other entity of which a majority of the voting power of the voting
equity securities or equity interest is owned, directly or indirectly, by that Person.



 


		(p)	The phrase “to the fullest extent permitted by applicable law” shall include, but not
be limited to: (a) to the fullest extent authorized or permitted by the provision of applicable Cayman Islands law that authorizes
or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of applicable
Cayman Islands law, and (b) to the fullest extent authorized or permitted by any amendments to or replacements of applicable Cayman
Islands law adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers
and directors.



 


		3.	INDEMNITY IN THIRD-PARTY PROCEEDINGS



 


To the fullest extent permitted
by applicable law, the Company shall indemnify, defend and hold harmless Indemnitee in accordance with the provisions of this Section
3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any
Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s
Corporate Status. Pursuant to this Section 3, Indemnitee shall be indemnified, defended and held harmless against all Expenses,
judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges
paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement)
actually, and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue
or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his or her conduct
was unlawful; provided, in no event shall Indemnitee be entitled to be indemnified, held harmless or advanced any amounts hereunder
in respect of any Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (if any) that Indemnitee may
incur by reason of his or her own actual fraud or intentional misconduct. Indemnitee shall not be found to have committed actual
fraud or intentional misconduct for any purpose of this Agreement unless or until a court of competent jurisdiction shall have
made a finding to that effect.


 






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		4.	INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY



 


To the fullest extent permitted
by applicable law, the Company shall indemnify, defend and hold harmless Indemnitee in accordance with the provisions of this Section
4 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any
Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status.
Pursuant to this Section 4, Indemnitee shall be indemnified, defended and held harmless against all Expenses actually and reasonably
incurred by him or her or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee
acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company.
No indemnification, defense or hold harmless for Expenses shall be made under this Section 4 in respect of any claim, issue or
matter as to which Indemnitee shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company,
unless and only to the extent that any court in which the Proceeding was brought or the Delaware Court shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably
entitled to indemnification, defense or to be held harmless.


 


		5.	INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL



 


Notwithstanding any other provisions
of this Agreement, but subject to Section 27, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate
Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any
claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law, indemnify,
defend and hold harmless Indemnitee against all Expenses actually and reasonably incurred by him or her in connection therewith.
If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but
less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law,
indemnify, defend and hold harmless Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or
her behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly successful in such
Proceeding, the Company also shall, to the fullest extent permitted by applicable law, indemnify, defend and hold harmless Indemnitee
against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on
which Indemnitee was successful. For purposes of this Section 5 and without limitation, the termination of any claim, issue or
matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim,
issue or matter.


 


		6.	INDEMNIFICATION FOR EXPENSES OF A WITNESS



 


Notwithstanding any other provision
of this Agreement, but subject to Section 27, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness
or deponent in any Proceeding to which Indemnitee is not a party or threatened to be made a party, he or she shall, to the fullest
extent permitted by applicable law, be indemnified, defended and held harmless against all Expenses actually and reasonably incurred
by him or her or on his or her behalf in connection therewith.


 


		7.	ADDITIONAL INDEMNIFICATION, DEFENSE AND HOLD HARMLESS RIGHTS



 


Notwithstanding any limitation
in Sections 3, 4 or 5, but subject to Section 27, the Company shall, to the fullest extent permitted by applicable law, indemnify,
defend and hold harmless Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a
Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties
and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in
respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee
in connection with the Proceeding. No indemnification, defense or hold harmless rights shall be available under this Section 7
on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its
shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the
law.


 






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		8.	CONTRIBUTION IN THE EVENT OF JOINT LIABILITY



 


		(a)	To the fullest extent permissible under applicable law, if the indemnification, defense and/or
hold harmless rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever,
the Company, in lieu of indemnifying, defending or holding harmless Indemnitee, shall pay, in the first instance, the entire amount
incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for
Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby
waives and relinquishes any right of contribution it may have at any time against Indemnitee.



 


		(b)	The Company hereby agrees to fully indemnify, defend and hold harmless Indemnitee from any claims
for contribution which may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly
liable with Indemnitee. Indemnitee shall seek payments or advances from the Company only to the extent that such payments or advances
are unavailable from any insurance policy of the Company covering Indemnitee.



 


		9.	EXCLUSIONS



 


Notwithstanding any provision
in this Agreement, but subject to Section 27, the Company shall not be obligated under this Agreement to make any indemnification,
advance Expenses, defense or hold harmless payment in connection with any claim made against Indemnitee:


 


		(a)	for which payment has actually been received by or on behalf of Indemnitee under any insurance
policy or other indemnity or advancement provision and which payment has not subsequently been returned, except with respect to
any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity or advancement
provision or otherwise;



 


		(b)	for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee
of securities of the Company within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions
of state statutory law or common law; or



 


		(c)	except as otherwise provided in Sections 14(f) and (g) hereof, prior to a Change in Control, in
connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of
any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless
(i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the
indemnification, defense or hold harmless payment, in its sole discretion, pursuant to the powers vested in the Company under applicable
law.



 


		10.	ADVANCES OF EXPENSES; DEFENSE OF CLAIM



 


		(a)	Notwithstanding any provision of this Agreement to the contrary, but subject to Section 27, and
to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably
expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days
after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition
of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the
fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard
to Indemnitee’s ultimate entitlement to be indemnified, defended or held harmless under the other provisions of this Agreement.
Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including
Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. To the fullest extent required
by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall be made only upon the
Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the advanced amounts to the extent that it is
ultimately determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement,
the Articles, applicable law or otherwise. If it shall be determined by a final judgment or other final adjudication that Indemnitee
was not so entitled to indemnification, any advancement shall be returned to the Company (without interest) by the Indemnitee.
This Section 10(a) shall not apply to any claim made by Indemnitee for which an indemnification, defense, or hold harmless payment
is excluded pursuant to Section 9, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination
that Indemnitee is liable therefor.



 






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		(b)	The Company will be entitled to participate in the Proceeding at its own expense.



 


		(c)	The Company shall not make any admission of guilt or culpability or settle any action, claim or
Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty or limitation on Indemnitee without Indemnitee’s
prior written consent.



 


		(d)	The Company shall not enter into any settlement of any Proceeding in which the Company is jointly
liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release
of all claims asserted against Indemnitee.



 


		11.	PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION



 


		(a)	Indemnitee agrees to notify promptly the Company in writing upon being served with any summons,
citation, subpoena, complaint, indictment, information or other document relating to any Proceeding, claim, issue or matter therein
which may be subject to indemnification, defense or hold harmless rights, or advancement of Expenses covered hereunder. The failure
of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this
Agreement, or otherwise.



 


		(b)	Indemnitee may deliver to the Company a written application to indemnify, defend or hold harmless
Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee
deems appropriate in his or her sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s
entitlement to indemnification shall be determined according to Section 12(a) of this Agreement.



 


		12.	PROCEDURE UPON APPLICATION FOR INDEMNIFICATION



 


		(a)	A determination, if required by applicable law, with respect to Indemnitee’s entitlement
to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee:
(i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such
directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so
direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iv) by
vote of the shareholders by ordinary resolution. The Company promptly will advise Indemnitee in writing with respect to any determination
that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification
has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within
ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination
with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable
advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably
available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’
fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall
be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company
hereby agrees to indemnify and to hold Indemnitee harmless therefrom.



 






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		(b)	In the event the determination of entitlement to indemnification is to be made by Independent Counsel
pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent
Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee
shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that
the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section
2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising
him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets
the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event,
Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been
received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however,
that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements
of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth
with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act
as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve
as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such
objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification
pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee
may petition the Delaware Court for resolution of any objection which shall have been made by the Company or Indemnitee to the
other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Delaware
Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel
under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this
Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the
applicable standards of professional conduct then prevailing).



 


		(c)	The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully
indemnify and hold harmless such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out
of or relating to this Agreement or its engagement pursuant hereto.



 


		13.	PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS



 


		(a)	In making a determination with respect to entitlement to indemnification hereunder, the person,
persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if
Indemnitee has submitted a request for indemnification in accordance with Section 11(b) of this Agreement, and the Company shall
have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination
contrary to that presumption. Neither the failure of the Company (including by the Disinterested Directors or Independent Counsel)
to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper
in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company
(including by the Disinterested Directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.



 


		(b)	If the person, persons or entity empowered or selected under Section 12 of this Agreement to determine
whether Indemnitee is entitled to indemnification shall not have made a determination within thirty (30) days after receipt by
the Company of the request therefor,the requisite determination of entitlement to indemnification shall, to the fullest extent
permitted by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement
by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially
misleading, in connection with the request for indemnification, or (ii) a final judicial determination that any or all such indemnification
is expressly prohibited under applicable law; provided, however, that such 30-day period may be extended for a reasonable time,
not to exceed an additional fifteen (15) days, if the person, persons or entity making the determination with respect to entitlement
to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information
relating thereto.



 






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		(c)	The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order,
settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided
in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee
did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of
the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct
was unlawful.



 


		(d)	For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good
faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements,
or on information supplied to Indemnitee by the directors, managers, managing members or officers of the Enterprise in the course
of their duties, or on the advice of legal counsel for the Enterprise, its Board, any committee of the Board or any director, trustee,
general partner, manager or managing member, or on information or records given or reports made to the Enterprise, its Board, any
committee of the Board or any director, trustee, general partner, manager or managing member, by an independent certified public
accountant or by an appraiser or other expert selected by the Enterprise, its Board, any committee of the Board or any director,
trustee, general partner, manager or managing member. The provisions of this Section 13(d) shall not be deemed to be exclusive
or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of
conduct set forth in this Agreement.



 


		(e)	The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner,
manager, managing member, fiduciary, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining
the right to indemnification under this Agreement.



 


		14.	REMEDIES OF INDEMNITEE



 


		(a)	In the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee
is not entitled to indemnification under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable
law, is not timely made pursuant to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall
have been made pursuant to Section 12(a) of this Agreement within thirty (30) days after receipt by the Company of the request
for indemnification, (iv) payment of indemnification is not made pursuant to Sections 5, 6, 7 or the last sentence of Section 12(a)
of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) a contribution payment is
not made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4
of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification,
or (vii) payment to Indemnitee pursuant to any defense or hold harmless rights under this Agreement or otherwise is not made in
accordance with this Agreement within ten (10) days after receipt by the Company of a written request therefor, Indemnitee shall
be entitled to an adjudication by the Delaware Court to such indemnification, defense, hold harmless, contribution or advancement
rights. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator
pursuant to the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association. Except as set forth
herein, the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association shall apply to any such
arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.



 


		(b)	In the event that a determination shall have been made pursuant to Section 12(a) of this Agreement
that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14
shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by
reason of that adverse determination.



 





		(c)	In any judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall
be presumed to be entitled to be indemnified, defended, held harmless, to receive advancement of Expenses under this Agreement
and the Company shall have the burden of proving Indemnitee is not entitled to be indemnified, defended, held harmless and to receive
advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant
to Section 12(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration
pursuant to this Section 14, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 10
until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of
appeal have been exhausted or lapsed).


 






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		(d)	If a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee
is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced
pursuant to this Section 14, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary
to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition
of such indemnification under applicable law.



 


		(e)	The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced
pursuant to this Section 14 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall
stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.



 


		(f)	The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law
against all Expenses and, if requested by Indemnitee, shall (within ten (10) days after the Company’s receipt of such written
request) pay to Indemnitee, to the fullest extent permitted by applicable law, such Expenses which are incurred by Indemnitee in
connection with any judicial proceeding or arbitration brought by Indemnitee: (i) to enforce his or her rights under, or to recover
damages for breach of, this Agreement or any other indemnification, defense, hold harmless, advancement or contribution agreement
or provision of the Articles now or hereafter in effect; or (ii) for recovery or advances under any insurance policy maintained
by any person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined to be entitled
to such indemnification, defense or hold harmless right, advancement, contribution or insurance recovery, as the case may be (unless
such judicial proceeding or arbitration was not brought by Indemnitee in good faith).



 


		(g)	Interest shall be paid by the Company to Indemnitee at the legal rate under New York law for amounts
which the Company indemnifies, defends, holds harmless, or advances, or is obliged to indemnify, defend or hold harmless or advance
for the period commencing with the date on which Indemnitee requests indemnification, defense, to be held harmless, contribution,
reimbursement or advancement of any Expenses and ending with the date on which such payment is made to Indemnitee by the Company.



 


		15.	SECURITY



 


Notwithstanding anything herein
to the contrary, but subject to Section 27, to the extent requested by Indemnitee and approved by the Board, the Company may at
any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable
bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released
without the prior written consent of Indemnitee.


 


		16.	NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION; PRIORITY OF OBLIGATIONS



 


		(a)	The rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other
rights to which Indemnitee may at any time be entitled under applicable law, the Articles, any agreement, a vote of shareholders
or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall
limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding
is first threatened, commenced or completed) or claim, issue or matter therein arising out of, or related to, any action taken
or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that
a change in applicable law, whether by statute or judicial decision, permits greater indemnification, defense or hold harmless
rights or advancement of Expenses than would be afforded currently under the Articles or this Agreement, then this Agreement (without
any further action by the parties hereto) shall automatically be deemed to be amended to require that the Company indemnify the
Indemnitee to the fullest extent permitted by law. No right or remedy herein conferred is intended to be exclusive of any other
right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder
or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.



 






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		(b)	The Articles permit the Company to purchase and maintain insurance or furnish similar protection
or make other arrangements including, but not limited to, providing a trust fund, letter of credit, or surety bond (“Indemnification
Arrangements”) on behalf of Indemnitee against any liability asserted against him or her or incurred by or on behalf
of him or her or in such capacity as a director, officer, employee or agent of the Company, or arising out of his or her status
as such, whether or not the Company would have the power to indemnify him or her against such liability under the provisions of
this Agreement and the Articles. The purchase, establishment, and maintenance of any such Indemnification Arrangement shall not
in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly
provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect
the rights and obligations of the Company or the other party or parties thereto under any such Indemnification Arrangement.



 


		(c)	To the extent that the Company maintains an insurance policy or policies providing liability insurance
for directors, officers, trustees, partners, managers, managing members, fiduciaries, employees, or agents of the Company or of
any other Enterprise which such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies
in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, trustee,
partner, managers, managing member, fiduciary, employee or agent under such policy or policies. If, at the time the Company receives
notice from any source of a Proceeding as to which Indemnitee is a party or a participant (as a witness, deponent or otherwise),
the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to
the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter use commercially
reasonable efforts to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in
accordance with the terms of such policies.



 


		(d)	In the event of any payment under this Agreement, the Company, to the fullest extent permitted
by law, shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all
papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to
enable the Company to bring suit to enforce such rights. No such payment by the Company shall be deemed to relieve any insurer
of its obligations.



 


		(e)	The Company’s obligation to indemnify, defend, hold harmless or advance Expenses hereunder
to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, partner, manager, managing member,
fiduciary, employee or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification,
defense or hold harmless payments or advancement of expenses from such Enterprise. Notwithstanding any other provision of this
Agreement to the contrary, but subject to Section 27, (i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue
or apportion any indemnification, defense, hold harmless, advancement, contribution or insurance coverage among multiple parties
possessing such duties to Indemnitee prior to the Company’s satisfaction and performance of all its obligations under this
Agreement, and (ii) the Company shall perform fully its obligations under this Agreement without regard to whether Indemnitee holds,
may pursue or has pursued any indemnification, advancement, defense, hold harmless, contribution or insurance coverage rights against
any person or entity other than the Company.



 


		(f)	Notwithstanding anything contained herein, the Company is the primary indemnitor, and any indemnification
or advancement obligation of the Sponsor or its affiliates or members or any other Person is secondary.



 






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		17.	DURATION OF AGREEMENT



 


All agreements and obligations
of the Company contained herein shall continue during the period Indemnitee serves as a director or officer of the Company or as
a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other corporation, partnership,
joint venture, trust, employee benefit plan or other Enterprise which Indemnitee serves at the request of the Company and shall
continue thereafter so long as Indemnitee shall be subject to any possible Proceeding (including any rights of appeal thereto and
any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason of his or her Corporate Status, whether
or not he or she is acting in any such capacity at the time any liability or expense is incurred for which indemnification or advancement
can be provided under this Agreement.


 


		18.	SEVERABILITY



 


If any provision or provisions
of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and
enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section, paragraph
or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid,
illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent
permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law
and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this
Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such
provision held to be invalid,illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed
so as to give effect to the intent manifested thereby.


 


		19.	ENFORCEMENT AND BINDING EFFECT



 


		(a)	The Company expressly confirms and agrees that it has entered into this Agreement and assumed the
obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer or key employee of the Company,
and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer or key employee of
the Company.



 


		(b)	Without limiting any of the rights of Indemnitee under the Articles as they may be amended from
time to time, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the
subject matter hereof.



 


		(c)	The indemnification, defense, hold harmless and advancement of expenses rights provided by or granted
pursuant to this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns
(including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the
business and/or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or
agent of the Company or a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of
any other Enterprise at the Company’s request, and shall inure to the benefit of Indemnitee and his or her spouse, assigns,
heirs, devisees, executors and administrators and other legal representatives.



 


		(d)	The Company shall require and cause any successor (whether direct or indirect by purchase, merger,
consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written
agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform if no such succession had taken place.



 






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		(e)	The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at
some later date, may be inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee
irreparable harm. Accordingly, the parties hereto agree that Indemnitee may, to the fullest extent permitted by law, enforce this
Agreement by seeking, among other things, injunctive relief and/or specific performance hereof, without any necessity of showing
actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded
from seeking or obtaining any other relief to which he or she may be entitled. The Company and Indemnitee further agree that Indemnitee
shall, to the fullest extent permitted by law, be entitled to such specific performance and injunctive relief, including temporary
restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking
in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee
by a court of competent jurisdiction, and the Company hereby waives any such requirement of such a bond or undertaking to the fullest
extent permitted by law.



 


		20.	MODIFICATION AND WAIVER



 


No supplement, modification or
amendment of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions
of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute
a continuing waiver.


 


		21.	NOTICES



 


All notices, requests, demands
and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered
by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) if mailed by
certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:


 


		(a)	If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other
address as Indemnitee shall provide in writing to the Company.



 


		(b)	If to the Company, to:



 


MSD Acquisition Corp.

645 Fifth Avenue, 21st Floor

New York, New York 10022

Attention: Marcello Liguori


 


With a copy, which shall not constitute notice, to:


 


Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

Attn: Christian O. Nagler


 


and


 


Kirkland & Ellis LLP

609 Main Street

Houston, Texas 77002

Attn: Debbie P. Yee, P.C.


 


or to any other address as may
have been furnished to Indemnitee in writing by the Company.


 






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		22.	APPLICABLE LAW AND CONSENT TO JURISDICTION



 


This Agreement and the legal
relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of New York,
without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section
14(a) of this Agreement, to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally:
(a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware
Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent
to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection
with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and
(d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been
brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial. To the fullest extent permitted
by law, the parties hereby agree that the mailing of process and other papers in connection with any such action or proceeding
in the manner provided by Section 21 or in such other manner as may be permitted by law, shall be valid and sufficient service
thereof.


 


		23.	IDENTICAL COUNTERPARTS



 


This Agreement may be executed
in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute
one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced
to evidence the existence of this Agreement.


 


		24.	MISCELLANEOUS



 


The headings of the paragraphs
of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the
construction thereof.


 


		25.	PERIOD OF LIMITATIONS



 


No legal action shall be brought
and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs,
executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action,
and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing
of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable
to any such cause of action such shorter period shall govern.


 


		26.	ADDITIONAL ACTS



 


If for the validation of any
of the provisions in this Agreement any act, resolution, approval or other procedure is required to the fullest extent permitted
by law, the Company undertakes to cause such act, resolution, approval or other procedure to be affected or adopted in a manner
that will enable the Company to fulfill its obligations under this Agreement.


 


		27.	WAIVER OF CLAIMS TO TRUST ACCOUNT



 


Notwithstanding anything contained
herein to the contrary, Indemnitee hereby agrees that it does not have any right, title, interest or claim of any kind (each, a
“Claim”) in or to any monies in the trust account established in connection with the Company’s
initial public offering for the benefit of the Company and holders of shares issued in such offering, and hereby waives any Claim
it may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse against
such trust account for any reason whatsoever. Accordingly, Indemnitee acknowledges and agrees that any indemnification provided
hereto will only be able to be satisfied by the Company if (i) the Company has sufficient funds outside of the Trust Account to
satisfy its obligations hereunder or (ii) the Company consummates a Business Combination.


 






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		28.	MAINTENANCE OF INSURANCE



 


The Company shall use commercially
reasonable efforts to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify the
Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the officers/directors
of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification
obligations under this Agreement. The Indemnitee shall be covered by such policy or policies in accordance with its or their terms
to the maximum extent of the coverage available for any such director or officer under such policy or policies. In all such insurance
policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits
as are accorded to the most favorably insured of the Company’s directors and officers.


 


 


[SIGNATURE PAGE FOLLOWS]


 






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IN WITNESS WHEREOF,
the parties hereto have caused this Indemnity Agreement to be signed as of the day and year first above written.


 


	 	MSD ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


 


[Signature Page to Indemnity Agreement]


 






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	 	INDEMNITEE
	 	 
	 	 
	 	Name:
	 	Title:


 


 


[Signature Page to Indemnity Agreement]


 



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