Exhibit
10.5


 


MSD ACQUISITION
CORP.

645 Fifth Avenue, 21st Floor


New York,
New York 10022


 


February [●], 2021


 


MSD Sponsor Holdings, LLC

645 Fifth Avenue, 21st Floor


New York, New York 10022


 


Ladies and Gentlemen:


 


This letter will confirm
our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement
(the “Registration Statement”) for the initial public offering (the “IPO”)
of the securities of MSD Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the
consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described
in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”),
MSD Sponsor Holdings, LLC (the “Sponsor”) shall take steps directly or indirectly to make available
to the Company certain office space, and administrative and other services as may be required by the Company from time to time,
situated at 645 Fifth Avenue, 21st Floor, New York, New York 10022 (or any successor location). In exchange therefor, the Company
shall pay the Sponsor a sum of up to $10,000 per month commencing on the Effective Date and continuing monthly thereafter until
the Termination Date. The Sponsor hereby agrees that it does not have any right, title, interest or claim of any kind (a “Claim”)
in or to any monies that may be set aside in a trust account (the “Trust Account”) that may be established
in connection with and upon the consummation of the IPO and hereby irrevocably waives any Claim it presently has or may have in
the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse,
reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account
for any reason whatsoever.


 


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


 


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


 


The parties may not
assign this letter agreement and any of their rights, interests, or obligations hereunder without the consent of the other party.
Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign
any interest or title to the purported assignee.


 


This letter agreement
shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving
effect to its choice of laws principles that will apply the laws of another jurisdiction.


 


This letter 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 letter agreement.


 


 


[Signature Page Follows]


 






     


     


    

 



	 	Very truly yours,
	 	 	 
	 	MSD ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	MSD SPONSOR HOLDINGS, LLC	 
	 	 
	By:	 	 
	Name:		 
	Title: