Exhibit 10.4


 


INDEMNIFICATION
AGREEMENT


 


THIS INDEMNIFICATION
AGREEMENT (the “Agreement”) is made and entered into as of [_____], 2020 between Frazier Lifesciences Acquisition
Corporation, a Cayman Islands exempted company (the “Company”), and [_____] (“Indemnitee”).


 


WITNESSETH
THAT:


 


WHEREAS,
highly competent persons have become more reluctant to serve companies and corporations as directors 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 the company;


 


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. Although the furnishing of such insurance has been a customary
and widespread practice among United States-based corporations, companies and other business enterprises, the Company believes
that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and
with more exclusions. At the same time, directors, officers, and other persons in service to corporations, companies or business
enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters
that traditionally would have been brought only against the Company or business enterprise itself. The Amended and Restated Memorandum
and Articles of Association of the Company (the “Articles”) requires indemnification of the officers and directors
of the Company. The Articles expressly 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;


 


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, and to advance expenses
on behalf of, such persons to the fullest extent permitted by and the Articles so that they will serve or continue to serve the
Company free from undue concern that they will not be so indemnified;


 


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
does not regard the protection available under the Articles and insurance as adequate in the present circumstances, and may not
be willing to serve as an officer or director 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 be so indemnified.


 


NOW,
THEREFORE, in consideration of Indemnitee’s agreement to serve as a director from and after the date hereof, the
parties hereto agree as follows:


 






     


     


    

 


1.            Indemnity
of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by applicable
law and the Articles, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting
the generality thereof:


 


(a)            Proceedings
Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided
in this Section 1(a) if, by reason of his Corporate Status (as hereinafter defined), the Indemnitee is, or is
threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the
right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as
hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on
his behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and
in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to
any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful.


 


(b)            Proceedings
by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if,
by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding
brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against
all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding
if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests
of the Company; provided, however, if and the Articles so provides, no indemnification against such Expenses shall be made
in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the
Company unless and to the extent that a state or federal court in the Borough of Manhattan in the State of New York (the “NY
Court”) shall determine that such indemnification may be made.


 


(c)            Indemnification
for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent
that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding,
he shall be indemnified to the maximum extent permitted by applicable law and the Articles, as such may be amended from time to
time, against all Expenses actually and reasonably incurred by him or on his behalf 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 indemnify Indemnitee against all Expenses actually and reasonably incurred
by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section 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.


 


2.            Additional
Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section 1
of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties,
fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf if, by reason of his Corporate Status,
he is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the
Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee.
The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company
shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions,
set forth in Sections 6 and 7 hereof) to be unlawful.


 






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3.            Contribution.


 


(a)            Whether
or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any threatened, pending
or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action,
suit or proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such action,
suit or proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any
right of contribution it may have against Indemnitee. The Company shall not enter into any settlement of any action, suit or proceeding
in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement
provides for a full and final release of all claims asserted against Indemnitee.


 


(b)            Without
diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee
shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action,
suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding),
the Company shall contribute to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably
incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors
or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action,
suit or proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction or events from which such action,
suit or proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the
extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors
or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such action,
suit or proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the transaction or events that resulted
in such expenses, judgments, fines or settlement amounts, as well as any other equitable considerations which and the Articles
may require to be considered. The relative fault of the Company and all officers, directors or employees of the Company, other
than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one
hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions
were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and
the degree to which their conduct is active or passive.


 


(c)            The
Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers,
directors or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.


 


(d)            To
the fullest extent permitted by applicable law and the Articles, if the indemnification provided for in this Agreement is unavailable
to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred
by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses,
in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and
reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received
by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or
(ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with
such event(s) and/or transaction(s).


 






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4.            Indemnification
for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason
of his Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee
is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection
therewith.


 


5.            Advancement
of Expenses. Notwithstanding any other provision of this Agreement, the Company shall advance all Expenses incurred by or on
behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status within thirty (30) days
after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to
time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the
Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee
to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such
Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free.


 


6.            Procedures
and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee
rights of indemnity that are as favorable as may be permitted under the Articles. Accordingly, the parties agree that the following
procedures and presumptions shall apply in the event of any question as to whether Indemnitee is entitled to indemnification under
this Agreement:


 


(a)            To
obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or
therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine
whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt
of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. Notwithstanding
the foregoing, any failure of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion,
shall not relieve the Company of any liability that it may have to Indemnitee unless, and to the extent that, such failure actually
and materially prejudices the interests of the Company.


 


(b)            Upon
written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination
with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods,
which shall be at the election of the Board: (i) by a majority vote of the disinterested directors, even though less than
a quorum, (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even
though less than a quorum, (iii) if there are no disinterested directors or if the disinterested directors so direct, by independent
legal counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee, or (iv) if so directed
by the Board, by the shareholders of the Company. For purposes hereof, disinterested directors are those members of the Board who
are not parties to the action, suit or proceeding in respect of which indemnification is sought by Indemnitee.


 


(c)            If
the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) hereof,
the Independent Counsel shall be selected as provided in this Section 6(c). The Independent Counsel shall be selected
by the Board. Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to
the Company 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 13 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 a written objection is made and
substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn
or a court 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 6(a) hereof, no Independent Counsel shall have been selected
and not objected to, either the Company or Indemnitee may petition an NY Court or other court of competent jurisdiction for resolution
of any objection which shall have been made by the Indemnitee to the Company’s selection of Independent Counsel and/or for
the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate,
and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel
under Section 6(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel
incurred by such Independent Counsel in connection with acting pursuant to Section 6(b) hereof, and the Company
shall pay all reasonable fees and expenses incident to the procedures of this Section 6(c), regardless of the manner
in which such Independent Counsel was selected or appointed.


 






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(d)            In
making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination
shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption
shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company
(including by its directors or independent legal 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 its directors or independent legal 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.


 


(e)            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
(as hereinafter defined), including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise
in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports
made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable
care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee
of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.
Whether or not the foregoing provisions of this Section 6(e) are satisfied, it shall in any event be presumed
that Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion
by clear and convincing evidence.


 


(f)             If
the person, persons or entity empowered or selected under Section 6 to determine whether Indemnitee is entitled to
indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor,
the requisite determination of entitlement to indemnification shall 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
prohibition of such indemnification under and the Articles; provided, however, that such sixty (60) day period may be extended
for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making such determination
with respect to entitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation
and/or information relating thereto and; provided, further, that the foregoing provisions of this Section 6(f) shall
not apply if the determination of entitlement to indemnification is to be made by the shareholders pursuant to Section 6(b) of
this Agreement and if (i) within fifteen (15) days after receipt by the Company of the request for such determination, the
Board or the Disinterested Directors, if appropriate, resolve to submit such determination to the shareholders for their consideration
at an annual meeting thereof to be held within seventy-five (75) days after such receipt and such determination is made thereat,
or (ii) a special meeting of shareholders is called within fifteen (15) days after such receipt for the purpose of making
such determination, such meeting is held for such purpose within sixty (60) days after having been so called and such determination
is made thereat.


 






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(g)            Indemnitee
shall 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 Independent Counsel, member of the Board or shareholders of the Company shall act reasonably and in
good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement. Any
costs or expenses (including 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 indemnifies and agrees to hold Indemnitee harmless therefrom.


 


(h)            The
Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to
avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee
is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement
of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee
has been successful on the merits or otherwise in such action, suit or proceeding. Anyone seeking to overcome this presumption
shall have the burden of proof and the burden of persuasion by clear and convincing evidence.


 


(i)             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 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 conduct was unlawful.


 


7.            Remedies
of Indemnitee.


 


(a)            In
the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled
to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5
of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of
this Agreement within ninety (90) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification
is not made pursuant to this Agreement within ten (10) days after receipt by the Company of a written request therefor, or
(v) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is
entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee
shall be entitled to an adjudication in an appropriate NY Court, or in any other court of competent jurisdiction, of Indemnitee’s
entitlement to such indemnification. Indemnitee shall commence such proceeding seeking an adjudication within one hundred eighty
(180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 7(a).
The Company shall not oppose Indemnitee’s right to seek any such adjudication.


 






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(b)            In
the event that a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee
is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 7 shall be conducted
in all respects as a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination
under Section 6(b).


 


(c)            If
a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled to
indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 7,
absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such
indemnification under and the Articles.


 


(d)            In
the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of his rights under, or to recover
damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies
maintained by the Company, the Company shall pay on his behalf, in advance, any and all expenses (of the types described in the
definition of Expenses in Section 13 of this Agreement) actually and reasonably incurred by him in such judicial adjudication,
regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance
recovery.


 


(e)            The
Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the
procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that
the Company is bound by all the provisions of this Agreement. The Company shall indemnify Indemnitee against any and all Expenses
and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefore)
advance, to the extent not prohibited by and the Articles, such expenses to Indemnitee, which are incurred by Indemnitee in connection
with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under
any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee
ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may
be.


 


(f)            Notwithstanding
anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be
required to be made prior to the final disposition of the Proceeding.


 


8.            Non-Exclusivity;
Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.


 


(a)            The
rights of indemnification as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may
at any time be entitled under and the Articles, any agreement, a vote of shareholders, a resolution of directors of the Company,
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 action taken or omitted by such Indemnitee in his Corporate Status prior to
such amendment, alteration or repeal. To the extent that a change in the laws of the Cayman Islands, whether by statute or judicial
decision, permits greater indemnification than would be afforded currently under the Articles and this Agreement, it is the intent
of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. 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)            To
the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees,
or agents or fiduciaries of the Company or of any other company or corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise that 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 director, officer, employee,
agent or fiduciary under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof,
the Company has directors’ and officers’ liability insurance in effect, the Company shall give prompt notice of the
commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company
shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts
payable as a result of such proceeding in accordance with the terms of such policies.


 


(c)            In
the event of any payment under this Agreement, the Company 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.


 


(d)            The
Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the
extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.


 


(e)            The
Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the
Company as a director, officer, employee or agent of any other company or corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement
of expenses from such other company or corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.


 


9.            Exception
to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this
Agreement to make any indemnity in connection with any claim made against Indemnitee:


 


(a)            for
which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except
with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; provided, that
the foregoing shall not affect the rights of Indemnitee set forth in Section 8(c) above; or


 


(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 Securities Exchange Act of 1934, as amended, or similar provisions of state statutory
law or common law; or


 






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(c)            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, in its sole discretion, pursuant to the powers vested in the Company under and the Articles.


 


10.          Duration
of Agreement. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is
an officer or director of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent
of another company or corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long
as Indemnitee shall be subject to any Proceeding (or any proceeding commenced under Section 7 hereof) by reason of
his Corporate Status, whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred
for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of
and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase,
merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs,
executors and personal and legal representatives.


 


11.          Security.
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 the Indemnitee.


 


12.          Enforcement.


 


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


 


(b)            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
Company shall not seek from a court, or agree to, a “bar order” which would have the effect of prohibiting or limiting
the Indemnitee’s rights to receive advancement of expenses under this Agreement.


 


13.          Definitions.
For purposes of this Agreement:


 


(a)            “Corporate
Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company
or of any other company or corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such
person is or was serving at the express written request of the Company.


 


(b)            “Disinterested
Director” means 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.


 






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(c)            “Enterprise”
shall mean the Company and any other company or corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise that Indemnitee is or was serving at the express written request of the Company as a director, officer, employee, agent
or fiduciary.


 


(d)            “Expenses”
shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel
expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements
or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating,
participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery
in any Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding and
any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments
under this Agreement, including without limitation the premium, security for, and other costs relating to any cost bond, supersede
as 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.


 


(e)            “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in matters of company or corporation law and
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. The Company agrees to pay the reasonable
fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities
and damages arising out of or relating to this Agreement or its engagement pursuant hereto.


 


(f)            “Proceeding”
includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of
the Company or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, is or will be involved
as a party or otherwise, by reason of his or her Corporate Status, by reason of any action taken by him or of any inaction on his
part while acting in his or her Corporate Status; in each case whether or not he is acting or serving in any such capacity at the
time any liability or expense is incurred for which indemnification can be provided under this Agreement; including one pending
on or before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section 7 of this
Agreement to enforce his rights under this Agreement.


 


14.          Severability.
The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.
Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to
the fullest extent permitted by and the Articles. In the event any provision hereof conflicts with any and the Articles, such provision
shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.


 


15.          Modification
and Waiver. No supplement, modification, termination or amendment of this Agreement shall be binding unless executed in writing
by both of 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 hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 






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16.          Notice
By Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any
summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may
be subject to indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation
which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially
prejudices the Company.


 


17.          Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively
given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile
if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days
after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day
after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.
All communications shall be sent:


 


(a)          To
Indemnitee at the address set forth below Indemnitee signature hereto.


 


(b)          To
the Company at:


 


Frazier Lifesciences Acquisition Corporation

Two Union Square


601 Union St., Suite 3200


Seattle, WA 98101


 


With a copy (which shall not constitute notice) to:


 


Daniel Espinoza


Goodwin Procter LLP

100 Northern Avenue


Boston, MA 02210


 


or to such other address as may have been
furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.


 


18.          Counterparts.
This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf
or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission
method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for
all purposes.


 


19.          Headings.
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.


 


20.          Governing
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. 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 appropriate NY 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 NY 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 NY Court, and (d) waive, and agree not to plead or to make, any claim that
any such action or proceeding brought in the NY Court has been brought in an improper or inconvenient forum.


 


[Signature Page To Follow]


 









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IN
WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement on and as of the day and year first
above written.


 


	 	company:
	 	 
	 	Frazier Lifesciences Acquisition
    Corporation
	 	 
	 	By:	 
	 	 	 Name:
	 	 	 Title:






 


	 	INDEMNITEE:
	 	 
	 	 
	 	[_____]
	 	 
	 	Address:	           
	 	 	 
	 	 	 




 


[Signature Page
to Indemnification Agreement]