Exhibit 10.5


 





____, 2020


 


Frazier Lifesciences Sponsor LLC


Two Union Square


601 Union St., Suite 3200


Seattle, WA 98101


 


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 Frazier Lifesciences Acquisition Corporation (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”), Frazier Lifesciences Sponsor LLC (the “Sponsor”) shall take steps directly or indirectly
to make available to the Company certain office space, secretarial and administrative services as may be required by the Company
from time to time, situated at Two Union Square, 601 Union St., Suite 3200, Seattle, WA 98101 (or any successor location). In exchange
therefore, 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. 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,
	 	 
	 	FRAZIER
    LIFESCIENCES ACQUISITION CORPORATION 
	 	 
	 	By:	 
	 	 	Name:
    James N. Topper
	 	 	Title:
    Chief Executive Officer and Chairman




  


	AGREED
    TO AND ACCEPTED BY:	 
	 	 
	FRAZIER
    LIFESCIENCES SPONSOR LLC	 
	 	 
	By:	 	 
	 	Name:
    James N. Topper	 
	 	Title:
    Manager	 




 


[Signature Page
to Administrative Services Agreement]