Exhibit 10.4


 


Execution Version


 


PRIVATE
PLACEMENT SHARES PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT
SHARES PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”),
dated as of April 6, 2021, is entered into by and between Panacea Acquisition Corp. II, a Cayman Islands exempted company (the “Company”),
and EcoR1 Panacea Holdings II, LLC, a Delaware limited liability company (the “Purchaser”).


 


WHEREAS, the Company
intends to consummate an initial public offering (the “Public Offering”) of the Company’s Class A ordinary
shares (the “Public Offering”), par value $0.0001 per share (“Shares”), as set forth
in the Company’s Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission, No. 333-254056 (the
“Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”).


 


WHEREAS, the Purchaser
has agreed to purchase, at a price of $10.00 per share, an aggregate of 500,000 Shares (and up to 545,000 Shares if the underwriters
in the Public Offering exercise their over-allotment option in full) (the “Private Placement Shares”).


 


NOW THEREFORE, in
consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1.
Authorization, Purchase and Sale; Terms of the Private Placement Shares.


 


A. Authorization
of the Private Placement Shares. The Company has duly authorized the issuance and sale of the Private Placement Shares to
the Purchaser.


 


B. Purchase
and Sale of the Private Placement Shares.


 


(i) On
the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the
Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall
purchase from the Company, 500,000 Private Placement Shares at a price of $10.00 per Private Placement Share for an aggregate purchase
price of $5,000,000 (the “Purchase Price”). The Purchaser shall pay, at least one (1) business day prior to
the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds, to accounts designated by the Company, including
to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained
by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. On
the IPO Closing Date, subject to receipt of funds pursuant to the immediately prior sentence, the Company shall effect such delivery
in book-entry form.


 




     


     


    

 


(ii) On
the date of the consummation of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier
time and date as may be mutually agreed by the Purchaser and the Company (an “Over-allotment Closing Date,”
and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall
issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 45,000 Private Placement Shares (or, to the
extent the over-allotment option is not exercised in full, a lesser number of Private Placement Shares in proportion to the portion of
the over-allotment option that is then exercised) at a price of $10.00 per Private Placement Share for an aggregate purchase price of
up to $450,000 (if the over-allotment option is exercised in full) (the “Over-allotment Purchase Price”). The
Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately
available funds to the Company or the Trust Account (as set forth in the wire instructions), at least one (1) business day prior to the
applicable Over-allotment Closing Date. On each Over-allotment Closing Date, subject to receipt of funds pursuant to the immediately
prior sentence, the Company shall effect such delivery in book-entry form.


 


C. Terms
of the Private Placement Shares.


 


(i) The
Private Placement Shares are substantially identical to the Shares to be offered in the Public Offering except that (a) the Private Placement
Shares will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s
initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its
permitted transferees and (b) the Private Placement Shares are being purchased pursuant to an exemption from the registration requirements
of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they
are registered pursuant to the Registration Rights Agreement (as defined below) or an exemption from registration is available, and the
restrictions described above in clause (a) have expired.


 


(ii) On
or prior to the IPO Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration
Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the
Private Placement Shares.


 


Section 2.
Representations and Warranties of the Company.


 


As a material inducement
to the Purchaser to enter into this Agreement and purchase the Private Placement Shares, the Company hereby represents and warrants to
the Purchaser (which representations and warranties shall survive each Closing Date) that:


 


A. Incorporation
and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the
laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably
be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses
all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement.


 




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B. Authorization;
No Breach.


 


(i) The
execution, delivery and performance of this Agreement and the Private Placement Shares have been duly authorized by the Company. This
Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’
rights and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii) The
execution and delivery by the Company of this Agreement and the Private Placement Shares, the issuance and sale of the Private Placement
Shares and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do not and will not as of each
Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result
in the creation of any lien, security interest, charge or encumbrance upon the Company’s share capital or assets under, (d) result
in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or
filing with, any court or administrative or governmental body or agency pursuant to the Company’s amended and restated memorandum
and articles of association or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order,
judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities
laws.


 


C. Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Private Placement Shares will
be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof,
the Purchaser will have good title to the Private Placement Shares, free and clear of all liens, claims and encumbrances of any kind,
other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal
and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.


 


D. Governmental
Consents. Assuming the accuracy of the representations and warranties made by the Purchaser in this Agreement, no consent,
approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local
governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated by
this Agreement, except for applicable requirements of the Securities Act.


 


Section 3.
Representations and Warranties of the Purchaser.


 


As a material inducement
to the Company to enter into this Agreement and issue and sell the Private Placement Shares to the Purchaser, the Purchaser hereby represents
and warrants to the Company (which representations and warranties shall survive each Closing Date) that:


 


A. Organization
and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions
contemplated by this Agreement.


 






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B. Authorization;
No Breach.


 


(i) This
Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’
rights and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii) The
execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser
do not and shall not as of each Closing Date (a) conflict with or result in a breach by the Purchaser of the terms, conditions or provisions
of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Purchaser’s
equity or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action
by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Purchaser’s
organizational documents in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering, or
any material law, statute, rule or regulation to which the Purchaser is subject, or any agreement, instrument, order, judgment or decree
to which the Purchaser is subject, except for any filings required after the date hereof under federal or state securities laws.


 


C. Investment
Representations.


 


(i) The
Purchaser is acquiring the Private Placement Shares for its own account, for investment purposes only and not with a view towards, or
for resale in connection with, any public sale or distribution thereof.


 


(ii) The
Purchaser understands that the Private Placement Shares are being offered and will be sold to it in reliance on specific exemptions from
the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and
accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order
to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Private Placement Shares.


 


(iii) The
Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act,
and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities
Act. The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within
the meaning of Rule 502(c) of Regulation D under the Securities Act.


 


(iv) The
Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials relating
to the offer and sale of the Private Placement Shares which have been requested by the Purchaser. The Purchaser has been afforded the
opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in
the Private Placement Shares involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered
necessary to make an informed investment decision with respect to the acquisition of the Private Placement Shares.


 




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(v) The
Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made
any recommendation or endorsement of the Private Placement Shares or the fairness or suitability of the investment in the Private Placement
Shares by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Private Placement Shares.


 


(vi) The
Purchaser understands that: (a) the Private Placement Shares have not been and are not being registered under the Securities Act or any
state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or
(2) sold in reliance on an exemption therefrom; (b) except as specifically set forth in the Registration Rights Agreement, neither the
Company nor any other person is under any obligation to register the Private Placement Shares under the Securities Act or any state securities
laws or to comply with the terms and conditions of any exemption thereunder; and (c) Rule 144 adopted pursuant to the Securities Act
will not be available for resale transactions of Private Placement Shares prior to a Business Combination and may not be available for
resale transactions of Private Placement Shares after a Business Combination.


 


(vii) The
Purchaser has such knowledge and experience in financial and business matters, knowledge of the high degree of risk associated with investments
in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment
in the Private Placement Shares and is able to bear the economic risk of an investment in the Private Placement Shares in the amount
contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs
and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in
the Private Placement Shares. The Purchaser can afford a complete loss of its investments in the Private Placement Shares.


 


(viii) The
Purchaser understands that the Private Placement Shares shall bear the legend substantially in the form of the following and be subject
to appropriate “stop transfer restrictions”:


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND
MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY
APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON
TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG PANACEA ACQUISITION CORP. II (THE “COMPANY”), ECOR1 PANACEA HOLDINGS
II, LLC, AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE
THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN ITS AMENDED
AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION) EXCEPT TO A PERMITTED TRANSFEREE (AS DESCRIBED IN THE LETTER AGREEMENT REFERENCED
ABOVE) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES
EVIDENCED HEREBY SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY.”


 






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Section 4.
Conditions of the Purchaser’s Obligations.


 


The obligations
of the Purchaser to purchase and pay for the Private Placement Shares are subject to the fulfillment, on or before each Closing Date,
of each of the following conditions:


 


A. Representations
and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at and
as of such Closing Date as though then made.


 


B. Performance.
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required
to be performed or complied with by it on or before such Closing Date.


 


C. No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization
having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this
Agreement.


 


D. Registration
Rights Agreement. The Company shall have entered into the Registration Rights Agreement on terms satisfactory to the Purchaser.


 


Section 5.
Conditions of the Company’s Obligations.


 


The obligations
of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before each Closing Date, of each of the following
conditions:


 


A. Representations
and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and
as of such Closing Date as though then made.


 


B. Performance.
The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are
required to be performed or complied with by the Purchaser on or before such Closing Date.


 


C. Corporate
Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance
of this Agreement and the issuance and sale of the Private Placement Shares.


 


D. No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization
having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this
Agreement.


 






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Section 6.
Termination.


 


This Agreement may
be terminated at any time after December 31, 2021 upon the election by either the Company or the Purchaser upon written notice to the
other party if the closing of the Public Offering has not occurred prior to such date.


 


Section 7.
Survival of Representations and Warranties.


 


All of the representations
and warranties contained herein shall survive the applicable Closing Date.


 


Section 8.
Definitions.


 


Terms used but not
otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement.


 


Section 9.
Miscellaneous.


 


A. Successors
and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or
on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether
so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other
than assignments by the Purchaser to affiliates thereof (including, without limitation one or more of its members).


 


B. Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective
only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C. Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one
party, but all such counterparts taken together shall constitute one and the same agreement. Signatures to this Agreement transmitted
via facsimile or e-mail shall be valid and effective to bind the party so signing.


 


D. Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute
a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather
than by limitation.


 


E. Governing
Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall
be construed in accordance with the internal laws of the State of New York.


 


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


 


[Signature page
follows]


 




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IN WITNESS WHEREOF,
the parties hereto have executed this Agreement to be effective as of the date first set forth above.


 





	 	COMPANY:
	 	 	 	 
	 	PANACEA ACQUISITION CORP. II
	 	 	 	 
	 	By:	/s/ Scott Perlen
	 	 	Name:	 Scott Perlen
	 	 	Title:	Chief Financial Officer
	 	 	 	 
	 	PURCHASER:
	 	 	 	 
	 	EcoR1 Panacea Holdings II, LLC
	 	 	 	 
	 	By:	/s/ Oleg Nodelman
	 	 	Name:	Oleg Nodelman
	 	 	Title:	Chief Executive Officer


 


[Signature Page
to Private Placement Shares Purchase Agreement]