Exhibit 10.6


 


THIS PROMISSORY NOTE (“NOTE”)
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED
FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE
SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED.


 


PROMISSORY NOTE


 


	Principal Amount: up to $300,000	Dated as of October 7, 2020


(as set forth on the Schedule of Borrowings
attached hereto)


 


Frazier Lifesciences
Acquisition Corporation, a Cayman Islands exempted company and blank check company (“Maker”), promises to pay
to the order of Frazier Lifesciences Sponsor LLC, a Cayman Islands limited liability company, or its registered assigns or successors
in interest (“Payee”), or order, the principal sum of up to three hundred thousand U.S. dollars ($300,000) (as
set forth on the Schedule of Borrowings attached hereto) in lawful money of the United States of America, on the terms and conditions
described below. All payments on this Promissory Note (this “Note”) shall be made by check or wire transfer
of immediately available funds or as otherwise determined by Maker to such account as Payee may from time to time designate by
written notice in accordance with the provisions of this Note.


 


1. Principal. The
principal balance of this Note shall be payable on the earlier of: (i) December 31, 2021 or (ii) the date on which Maker consummates
an initial public offering of its securities (the “IPO”). The principal balance may be prepaid at any time.


 


2. Interest. No
interest shall accrue on the unpaid principal balance of this Note.


 


3. Application of
Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under
this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and
finally to the reduction of the unpaid principal balance of this Note.


 


4. Events of Default.
The following shall constitute an event of default (“Event of Default”):


 


(a) Failure to Make
Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days of
the date specified above.


 


(b) Voluntary Bankruptcy,
Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation
or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee,
custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of
any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the
taking of corporate action by Maker in furtherance of any of the foregoing.


 


(c) Involuntary Bankruptcy,
Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary
case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or
liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive
days.


  






     


     


    

 


5. Remedies.


 


(a) Upon the occurrence
of an Event of Default specified in Section 4(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately
and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately
due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything
contained herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b) Upon the occurrence
of an Event of Default specified in Sections 4(b) and 4(c), the unpaid principal balance of this Note, and all other sums payable
with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part
of Payee.


 


6. Waivers. Maker
and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest,
and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under
the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property,
real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution,
or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any
real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may
be sold upon any such writ in whole or in part in any order desired by Payee.


 


7. Unconditional
Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other
party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or
consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted
by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors,
or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.


 


8. Notices. All
notices, statements or other documents which are required or contemplated by this Note shall be: (i) in writing and delivered personally
or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address
designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number
as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided
to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication
so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following
receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight
courier service or five (5) days after mailing if sent by mail.


 


9. Construction.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS
THEREOF.


  


10. Severability.
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


 






     


     


    

 


11. Trust Waiver.
Notwithstanding anything herein to the contrary, Payee hereby waives any and all right, title, interest or claim of any kind
(“Claim”) in or to any distribution of or from the trust account to be established in which the proceeds of
IPO conducted by Maker (including the deferred underwriters discounts and commissions) and the proceeds of the sale of the warrants
issued in a private placement to occur prior to the consummation of the IPO are to be deposited, as described in greater detail
in the registration statement and prospectus to be filed with the Securities and Exchange Commission in connection with the IPO,
and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any
reason whatsoever.


 


12. Amendment; Waiver.
Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of Maker and Payee.


 


13. Assignment.
No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation
of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required
consent shall be void.


 


[Signature page follows]





 






     


     


    

 


IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned
as of the day and year first above written.


 


	 	Frazier Lifesciences Acquisition Corporation
	 	a Cayman Islands exempted company
	 	 
	 	By:	 
	 	 	Name: James N. Topper
	 	 	Title:   Chief Executive Officer


  



     


     


    

 





SCHEDULE OF BORROWINGS


 


The following increases or decreases in
this Promissory Note have been made:


 


	Date of Increase or

Decrease	 	Amount of decrease in

Principal Amount of this

Promissory Note	 	Amount
    of increase in

Principal Amount of this

Promissory Note	 	Principal Amount of this

Promissory Note

following such decrease or

increase