Exhibit
10.8


 


February
[●], 2021


 


MSD
Acquisition Corp.

645 Fifth Avenue, 21st Floor

New York, New York 10022


 


		Re:	Initial
Public Offering



 


Ladies
and Gentlemen:


 


This
letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement
(the “Underwriting Agreement”) entered into by and between MSD Acquisition Corp., a Cayman Islands exempted
company (the “Company”), and Goldman, Sachs, & Co. LLC and Morgan Stanley & Co. (the “Underwriters”),
relating to an underwritten initial public offering (the “Public Offering”) of 57,500,000 of the Company’s
units (including 7,500,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units,
the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001
per share (the “Ordinary Shares”), and one-fifth of one redeemable warrant (each whole warrant, a “Warrant”).
Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment.
The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”)
filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized
terms used herein are defined in paragraph 1 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, MSD Sponsor Holdings,
LLC (the “Sponsor”) and each of the undersigned (each, an “Insider” and, collectively,
the “Insiders”) hereby agree with the Company as follows:


 


1. Definitions. As used herein, (i) “Business Combination” shall mean a merger, share exchange,
asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities; (ii)
“Founder Shares” shall mean the 14,375,000 Class B ordinary shares (up to 1,875,000 of which are subject
to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised) of the Company, par
value $0.0001 per share, outstanding prior to the consummation of the Public Offering; (iii) “Private Placement Warrants”
shall mean the warrants to purchase Ordinary Shares of the Company that will be acquired by the Sponsor for an aggregate purchase
price of $12,500,000 (or up to $14,000,000 if the Underwriters exercises their option to purchase additional units in full), or
$1.50 per Private Placement Warrant, in a private placement that shall close simultaneously with the consummation of the Public
Offering (including the Ordinary Shares issuable upon exercise thereof); (iv) “Public Shareholders”
shall mean the holders of Ordinary Shares included in the Units issued in the Public Offering; (v) “Public Shares”
shall mean the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account”
shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement
Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or
agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly
or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call
equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations
of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is
to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any
transaction specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended
and Restated Memorandum and Articles of Association, as the same may be amended from time to time.


 






     


     


    

 


2.
Representations and Warranties.


 


(a)
The Sponsor and each Insider, with respect to itself, herself or himself, represent and warrant to the Company that it, she or
he has the full right and power, without violating any agreement to which it, she or he is bound (including, without limitation,
any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement,
and, as applicable, to serve as an officer of the Company and/or a director on the Company’s Board of Directors (the “Board”),
as applicable, and each Insider hereby consents to being named in the Prospectus, road show and any other materials as an officer
and/or director of the Company, as applicable.


  


(b)
Each Insider represents and warrants, with respect to herself or himself, that such Insider’s biographical information furnished
to the Company (including any such information included in the Prospectus) is true and accurate in all material respects and does
not omit any material information with respect to such Insider’s background. The Insider’s questionnaire furnished
to the Company is true and accurate in all material respects. Each Insider represents and warrants that such Insider is not subject
to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain
from any act or practice relating to the offering of securities in any jurisdiction; such Insider has never been convicted of,
or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another
person, or (iii) pertaining to any dealings in any securities and such Insider is not currently a defendant in any such criminal
proceeding; and such Insider has never been suspended or expelled from membership in any securities or commodities exchange or
association or had a securities or commodities license or registration denied, suspended or revoked.


 


3.
Business Combination Vote. It is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding
a proposed Business Combination without the prior consent of the Sponsor. The Sponsor and each Insider, with respect to itself
or herself or himself, agrees that if the Company seeks shareholder approval of a proposed initial Business Combination, then
in connection with such proposed initial Business Combination, it, she or he, as applicable, shall vote all Founder Shares and
any Public Shares held by it, her or him, as applicable, in favor of such proposed initial Business Combination (including any
proposals recommended by the Board in connection with such Business Combination) and not redeem any Public Shares held by it,
her or him, as applicable, in connection with such shareholder approval.


 


4.
Failure to Consummate a Business Combination; Trust Account Waiver.


 


(a)
The Sponsor and each Insider hereby agree, with respect to itself, herself or himself, that in the event that the Company fails
to consummate its initial Business Combination within the time period set forth in the Charter, the Sponsor and each Insider shall
take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up; (ii) as promptly
as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held
in the Trust Account and not previously released to the Company to pay income taxes (less up to $100,000 of interest to pay dissolution
expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’
rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Board, liquidate
and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide
for claims of creditors and in all cases subject to the other requirements of applicable law. The Sponsor and each Insider agree
not to propose any amendment to the Charter (A) that would modify the substance or timing of the Company’s obligation to
provide holders of the Public Shares the right to have their shares redeemed in connection with an initial Business Combination
or to redeem 100% of the Public Shares if the Company does not complete an initial Business Combination within the required time
period set forth in the Charter or (B) with respect to any provision relating to the rights of holders of Public Shares or pre-initial
Business Combination activity unless the Company provides its Public Shareholders with the opportunity to redeem their Public
Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company
to pay income taxes, if any, divided by the number of then-outstanding Public Shares.


 






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(b)
The Sponsor and each Insider, with respect to itself, herself or himself, acknowledges that it, she or he has no right, title,
interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company as a result of any
liquidation of the Company with respect to the Founder Shares held by it, her or him, if any. The Sponsor and each Insider hereby
further waives, with respect to any Founder Shares and Public Shares held by it, her or him, as applicable, any redemption rights
it, she or he may have in connection with (x) the completion of the Company’s initial Business Combination, and (y) a shareholder
vote to approve an amendment to the Charter (i) that would modify the substance or timing of the Company’s obligation to
provide holders of the Public Shares the right to have their shares redeemed in connection with an initial Business Combination
or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the time period
set forth in the Charter or (ii) with respect to any provision relating to the rights of holders of Public Shares or pre-initial
Business Combination activity (although the Sponsor and the Insiders shall be entitled to liquidation rights with respect to any
Public Shares they hold if the Company fails to consummate a Business Combination within the required time period set forth in
the Charter).


 


5.
Lock-up; Transfer Restrictions.


 


(a)
The Sponsor and the Insiders agree that they shall not Transfer any Founder Shares (the “Founder Shares Lock-up”)
until the earliest of (A) one year after the completion of the Company’s initial Business Combination and (B) following
the completion of an initial Business Combination, the date on which the Company completes a liquidation, merger, share exchange,
reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their
Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”). Notwithstanding
the foregoing, if, subsequent to a Business Combination, the closing price of the Ordinary Shares equals or exceeds $12.00 per
share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading
days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, the
Founder Shares shall be released from the Founder Shares Lock-up.


 


(b)
Subject to the provisions set forth in paragraph 5(c), the Sponsor and Insiders agree that they shall not effectuate
any Transfer of Private Placement Warrants or the Ordinary Shares underlying such Private Placement Warrants until 30 days after
the completion of an initial Business Combination.


 


(c)
Notwithstanding the provisions set forth in paragraphs 5(a) and (b), Transfers of the Founder Shares, Private
Placement Warrants and the Ordinary Shares underlying the Private Placement Warrants and the conversion of the Founder Shares
are permitted (i) to the Company’s officers or directors, any affiliates or family member of any of the Company’s
officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees
of the Sponsor or any of its affiliates; (ii) in the case of an individual, by gift to a member of one of such individual’s
immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate
of such individual or to a charitable organization; (iii) in the case of an individual, by virtue of the laws of descent and distribution
upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private
sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which
the Founder Shares or Private Placement Warrants, as applicable, were originally purchased; (vi) by virtue of the Sponsor’s
organizational documents upon liquidation or dissolution of the Sponsor; (vii) to the Company for no value for cancellation in
connection with the consummation of its initial Business Combination, (viii) in the event of the Company’s liquidation prior
to the completion of its initial Business Combination; or (ix) in the event of completion of a liquidation, merger, share exchange
or other similar transaction which results in all of the Company’s Public Shareholders having the right to exchange their
Ordinary Shares for cash, securities or other property subsequent to the completion of an initial Business Combination; provided,
however, that in the case of clauses (i) through (vi), these permitted transferees must enter into a written agreement
agreeing to be bound by these transfer restrictions.


 


(d)
During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor
and each Insider shall not, without the prior written consent of the Underwriters, Transfer any Units, Ordinary Shares, Warrants
or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares held by it, her or him, as applicable.


 






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6.
Remedies. The Sponsor and each of the Insiders hereby agree and acknowledge that (i) each of the Underwriters and the Company
would be irreparably injured in the event of a breach by the Sponsor or such Insider of its, her or his obligations, as applicable
under paragraphs 3, 4, 5, 7, 10 and 11 of this Letter Agreement, (ii) monetary damages
may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition
to any other remedy that such party may have in law or in equity, in the event of such breach.


 


7.
Payments by the Company. Except as disclosed in the Prospectus, neither the Sponsor nor any affiliate of the Sponsor
nor any director or officer of the Company nor any affiliate of the directors and officers shall receive from the Company any
finder’s fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation prior to,
or in connection with any services rendered in order to effectuate the consummation of the Company’s initial Business Combination
(regardless of the type of transaction that it is).


 


8.
Director and Officer Liability Insurance. The Company will maintain an insurance policy or policies providing directors’
and officers’ liability insurance, and the Insiders 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 of the Company’s directors or officers.


 


9.
Termination. This Letter Agreement shall terminate on the earlier of (i) the expiration of the Founder Shares Lock-up Period
and (ii) the liquidation of the Company; provided, however, that this Letter Agreement shall terminate in the event
that the Public Offering is not consummated and closed by [●], 2021; provided further that paragraph 10 of
this Letter Agreement shall survive such liquidation.


 


10.
Indemnification. In the event of the liquidation of the Trust Account upon the failure of the Company to consummate its
initial Business Combination within the time period set forth in the Charter, the Sponsor (the “Indemnitor”)
agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including,
but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any
litigation, whether pending or threatened) to which the Company may become subject as a result of any claim by (i) any third party
for services rendered or products sold to the Company (except for the Company’s independent auditors) or (ii) any prospective
target business with which the Company has discussed entering into a transaction agreement (a “Target”);
provided, however, that such indemnification of the Company by the Indemnitor (x) shall apply only to the extent
necessary to ensure that such claims by a third party for services rendered or products sold to the Company or a Target do not
reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount
per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public
Share due to reductions in the value of the trust assets, in each case net of interest that may be withdrawn to pay the Company’s
tax obligations, (y) shall not apply to any claims by a third party or Target who executed a waiver of any and all rights to the
monies held in the Trust Account (whether or not such waiver is enforceable) and (z) shall not apply to any claims under the Company’s
indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
The Indemnitor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the
Company if, within 15 days following written receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the Company
in writing that it shall undertake such defense.


 


11.
Forfeiture of Founder Shares. To the extent that the Underwriters do not exercise their option to purchase additional Units
within 45 days from the date of the Prospectus in full (as further described in the Prospectus), the Sponsor agrees to automatically
surrender to the Company for no consideration, for cancellation at no cost, an aggregate number of Founder Shares so that the
number of Founder Shares will equal 20% of the sum of the total number of Ordinary Shares and Founder Shares outstanding at such
time.


 


12.
Entire Agreement. This Letter Agreement constitutes the entire agreement and understanding of the parties hereto
in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the
parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated
hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as
to any particular provision, except by a written instrument executed by (1) each Insider that is the subject of any such change,
amendment, modification or waiver and (2) the Sponsor.


 






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13.
Assignment. No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder
without the prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void
and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement
shall be binding on the Sponsor, each of the Insiders and each of their respective successors, heirs, personal representatives
and assigns and permitted transferees.


 


14.
Counterparts. This Letter Agreement may be executed in any number of original or facsimile counterparts, and each of such
counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and
the same instrument.


 


15.
Effect of Headings. The paragraph headings herein are for convenience only and are not part of this Letter Agreement and
shall not affect the interpretation thereof.


 


16.
Severability. This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part
of this Letter Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be
valid and enforceable.


 


17.
Governing Law. This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the
State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive
laws of another jurisdiction. The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or
relating in any way to, this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New
York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive, and (ii) waive any
objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.


 


18.
Notices. Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement
shall be in writing and shall be sent by express mail or similar private courier service, by hand delivery or electronic mail.


 


 


[Signature
Page Follows]


 






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	 	Sincerely,
	 	 	 
	 	MSD SPONSOR HOLDINGS, LLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 






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	 	Gregg
    Lemkau



 






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	 	John Phelan


 






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	 	John Cardoso


 






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	 	Edith Cooper


 






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	 	Jim Breyer


 



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	 	Barry McCarthy


 






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	Acknowledged and Agreed:
	 	 	 
	MSD ACQUISITION CORP.
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 



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