Exhibit 10.10


 


Execution Version


 


INDEMNITY AGREEMENT


 


THIS INDEMNITY AGREEMENT (this “Agreement”)
is made as of April 6, 2021, by and between PANACEA ACQUISITION CORP. II, a Cayman Islands exempted company (the “Company”),
and Caroline Stout (“Indemnitee”).


 


RECITALS


 


WHEREAS, highly competent persons have become more reluctant
to serve publicly-held corporations as directors, officers 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 such corporations;


 


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 any of its subsidiaries from certain liabilities. Although
the furnishing of such insurance has been a customary and widespread practice among publicly-traded corporations 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 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 Company’s amended and restated memorandum and
articles of association (the “Articles”) require 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, hold harmless,
exoneration, advancement and reimbursement rights;


 


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, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest
extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not
be so protected against liabilities;


 


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;


 


WHEREAS, Indemnitee may not be willing to serve as an officer
or director, advisor or in another capacity 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
Indemnitee be so indemnified; and


 






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NOW, THEREFORE, in consideration of the premises and
the covenants contained herein and subject to the provisions of the letter agreement dated as of April 6, 2021 among the Company, Indemnitee
and the other parties thereto pursuant to the Underwriting Agreement related to the Company’s initial public offering, the Company
and Indemnitee do hereby covenant and agree as follows:


 


TERMS AND CONDITIONS


 


1. SERVICES TO THE COMPANY. In consideration
of the Company’s covenants and obligations hereunder, Indemnitee will serve or continue to serve as an officer, director, advisor,
key employee or in any other capacity of the Company, as applicable, for so long as Indemnitee is duly elected, appointed or retained
or until Indemnitee tenders Indemnitee’s resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement
shall continue in full force and effect after Indemnitee has ceased to serve as a director, officer, advisor, key employee or in any other
capacity of the Company, as provided in Section 17. This Agreement, however, shall not impose any obligation on Indemnitee
or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements
or commitments of the parties, if any.


 


2. DEFINITIONS. As used in this Agreement:


 


2.1 References to “agent”
shall mean any person who is or was a director, officer or employee of the Company or a subsidiary of the Company or other person authorized
by the Company to act for the Company, to include such person serving in such capacity as a director, officer, employee, advisor, fiduciary
or other official of another corporation, partnership, limited liability company, joint venture, trust or other enterprise at the request
of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company.


 


2.2 The terms “Beneficial Owner”
and “Beneficial Ownership” shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act
(as defined below) as in effect on the date hereof.


 


2.3 A “Change in Control”
shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:


 


2.3.1 Acquisition of Shares by Third Party.
Other than an affiliate of EcoR1 Panacea Holdings II, LLC or EcoR1 Capital, LLC, any other Person (as defined below) is or becomes the
Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined
voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the
change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate
number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved
in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part 2.3.3
of this definition;


 


2.3.2 Change in Board of Directors. Individuals
who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s
shareholders was approved by a vote of at least two-thirds of the directors then still in office who were directors on the date hereof
or whose election or nomination for election was previously so approved (collectively, the “Continuing Directors”),
cease for any reason to constitute at least a majority of the members of the Board;


 


2.3.3 Corporate Transactions. The effective
date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company
and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination:
(1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally
in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of
the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting
from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or
all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially
the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in
the election of directors; (2) other than an affiliate of EcoR1 Panacea Holdings II, LLC or EcoR1 Capital, LLC, no Person (excluding
any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined
voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except
to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors
of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement,
or of the action of the Board of Directors, providing for such Business Combination;


 






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2.3.4 Liquidation. The approval by the shareholders
of the Company of a complete liquidation of the Company or an agreement or series of agreements for the sale or disposition by the Company
of all or substantially all of the Company’s assets, other than factoring the Company’s current receivables or escrows due
(or, if such approval is not required, the decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction
or a series of related transactions); or


 


2.3.5 Other Events. There occurs any other
event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or any successor
rule) (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether
or not the Company is then subject to such reporting requirement.


 


2.4 “Corporate Status”
describes the status of a person who is or was a director, officer, trustee, general partner, manager, managing member, fiduciary, advisor,
employee or agent of the Company or of any other Enterprise (as defined below) which such person is or was serving at the request of the
Company.


 


2.5 “Delaware Court” shall
mean the Court of Chancery of the State of Delaware.


 


2.6 “Disinterested Director”
shall mean a director of the Company who is not and was not a party to the Proceeding (as defined below) in respect of which indemnification
is sought by Indemnitee.


 


2.7 “Enterprise” shall
mean the Company and any other corporation, constituent corporation (including any constituent of a constituent) absorbed in a consolidation
or merger to which the Company (or any of its wholly owned subsidiaries) is a party, limited liability company, partnership, joint venture,
trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer,
trustee, general partner, manager, managing member, fiduciary, advisor, employee or agent.


 


2.8 “Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended.


 


2.9 “Expenses” shall include
all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all reasonable attorneys’
fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators
and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax transmission
charges, secretarial services and all other disbursements, obligations or expenses in connection with prosecuting, defending, preparing
to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating in,
a Proceeding (as defined below), including reasonable compensation for time spent by Indemnitee for which he or she is not otherwise compensated
by the Company or any third party. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding,
including without limitation the principal, premium, security for, and other costs relating to any cost bond, supersedeas 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.


 


2.10 References to “fines”
shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan; references to “serving at the request
of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes duties
on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants
or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of
the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed
to the best interests of the Company” as referred to in this Agreement.


 


2.11 “Independent Counsel”
shall mean a law firm or a member of a law firm with significant experience in matters of corporate law and that 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.


 






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2.12 The term “Person”
shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect on the date hereof; provided, however,
that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries (as defined below) of the Company; (iii) any
employment benefit plan of the Company or of a Subsidiary of the Company or of any corporation owned, directly or indirectly, by the shareholders
of the Company in substantially the same proportions as their ownership of shares of the Company; and (iv) any trustee or other fiduciary
holding securities under an employee benefit plan of the Company or of a Subsidiary of the Company or of a corporation owned directly
or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of shares of the Company.


 


2.13 The term “Proceeding”
shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or
otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative or related
nature, in which Indemnitee was, is, will or might be involved as a party or otherwise by reason of the fact that Indemnitee is or was
a director or officer of the Company, by reason of any action (or failure to act) taken by Indemnitee or of any action (or failure to
act) on Indemnitee’s part while acting as a director or officer of the Company, or by reason of the fact that Indemnitee is or was
serving at the request of the Company as a director, officer, trustee, general partner, manager, managing member, fiduciary, employee
or agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred
for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement.


 


2.14 The term “Subsidiary,”
with respect to any Person, shall mean any corporation, limited liability company, partnership, joint venture, trust or other entity of
which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by that Person.


 


3. INDEMNITY IN THIRD-PARTY PROCEEDINGS.


 


To the fullest extent permitted by applicable law, the Company shall
indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 3 if Indemnitee was, is,
or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding, other than a Proceeding
by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this
Section 3, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses, judgments, liabilities, fines,
penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or
in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee
or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good
faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of
a criminal Proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful.


 


4. INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT
OF THE COMPANY.


 


To the fullest extent permitted by applicable law, the Company shall
indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is,
or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the right of
the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4,
Indemnitee shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by Indemnitee or on
Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith
and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No indemnification, hold
harmless or exoneration for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which
Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that any court in which
the Proceeding was brought or the Delaware Court shall determine upon application that, despite the adjudication of liability but in view
of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification, to be held harmless or to exoneration.


 






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5. INDEMNIFICATION FOR EXPENSES OF A PARTY WHO
IS WHOLLY OR PARTLY SUCCESSFUL.


 


Notwithstanding any other provisions of this Agreement except for Section 27,
to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful,
on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall,
to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and
reasonably incurred by Indemnitee 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, to the
fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably
incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee
is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law, indemnify, hold
harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any
claim, issue, or matter on which Indemnitee was successful. For purposes of this Section 5 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.


 


6. INDEMNIFICATION FOR EXPENSES OF A WITNESS.


 


Notwithstanding any other provision of this Agreement except for Section 27,
to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or deponent in any Proceeding to which Indemnitee
was or is not a party or threatened to be made a party, Indemnitee shall, to the fullest extent permitted by applicable law, be indemnified,
held harmless and exonerated against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection
therewith.


 


7. ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND
EXONERATION RIGHTS.


 


7.1 Notwithstanding any limitation in Sections 3,
4, or 5, and subject to Section 27, the Company shall, to the fullest extent permitted by applicable law, indemnify,
hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding
by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid
in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses,
judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding.
No indemnification, hold harmless or exoneration rights shall be available under this Section 7.1 on account of Indemnitee’s
conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not
in good faith or which involves intentional misconduct or a knowing violation of applicable law.


 


7.2 Notwithstanding any limitation in Sections 3,
4, 5 or 7.1, and subject to Section 27, the Company shall, to the fullest extent permitted by applicable
law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding
(including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines,
penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or
in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee
in connection with the Proceeding.


 


8. CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.


 


8.1 To the fullest extent permissible under applicable
law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole
or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in
the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to
be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment,
and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.


 






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8.2 The Company shall not enter into any settlement
of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement
provides for a full and final release of all claims asserted against Indemnitee.


 


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


 


9. EXCLUSIONS.


 


Notwithstanding any provision in this Agreement, the Company shall
not be obligated under this Agreement to make any indemnification, advance expenses, hold harmless or exoneration payment in connection
with any claim made against Indemnitee:


 


(a) for which payment has actually been received
by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement provision and which payment has not subsequently
been returned, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement,
other indemnity or advancement provision or otherwise;


 


(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 Exchange
Act (or any successor rule) or similar provisions of state statutory law or common law; or


 


(c) except as otherwise provided in Sections 14.5
and 14.6 hereof, prior to a Change in Control, 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, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the
Company under applicable law. Indemnitee shall seek payments or advances from the Company only to the extent that such payments or advances
are unavailable from any insurance policy of the Company covering Indemnitee.


 


10. ADVANCES OF EXPENSES; DEFENSE OF CLAIM.


 


10.1 Notwithstanding any provision of this Agreement
to the contrary except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the
Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection
with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from
time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and
interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the
Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other
provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right
of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. To the
fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall be made
only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the advanced amounts to the extent that
it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions
of this Agreement, the Articles of the Company, applicable law or otherwise. This Section 10.1 shall not apply to any claim
made by Indemnitee for which an indemnification, hold harmless or exoneration payment is excluded pursuant to Section 9.


 


10.2 The Company will be entitled to participate
in the Proceeding at its own expense.


 


10.3 The Company shall not settle any action, claim
or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty or limitation on Indemnitee without Indemnitee’s
prior written consent.


 






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11. PROCEDURE FOR NOTIFICATION AND APPLICATION
FOR INDEMNIFICATION.


 


11.1 Indemnitee agrees to notify promptly the Company
in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any
Proceeding, claim, issue or matter therein which may be subject to indemnification, hold harmless or exoneration rights, or advancement
of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which
it may have to Indemnitee under this Agreement, or otherwise.


 


11.2 Indemnitee may deliver to the Company a written
application to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement. Such application(s) may be delivered
from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a written application
for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined according to Section 12.1
of this Agreement.


 


12. PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.


 


12.1 A determination, if required by applicable law,
with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods,
which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum
of the Board, (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum,
(iii) if there are no Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the
Board, a copy of which shall be delivered to Indemnitee, or (iv) by vote of the shareholders. The Company promptly will advise Indemnitee
in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any
reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment
to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably 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 costs or Expenses
(including reasonable 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.


 


12.2 In the event the determination of entitlement
to indemnification is to be made by Independent Counsel pursuant to Section 12.1 hereof, the Independent Counsel shall be
selected as provided in this Section 12.2. The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall
request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity
of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent
Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company
shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected and certifying that
the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of
this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice
of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, 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 2 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
such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and
until such objection is withdrawn or a court of competent jurisdiction 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 11.2 hereof,
no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court
for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent
Counsel and/or for the appointment as Independent Counsel of a person selected by the Delaware Court, and the person with respect to whom
all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12.1 hereof. Upon
the due commencement of any judicial proceeding or arbitration pursuant to Section 14.1 of this Agreement, Independent Counsel
shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct
then prevailing).


 


12.3 The Company agrees to pay the reasonable fees
and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against any and all Expenses, claims,
liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.


 







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13. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.


 


13.1 In making a determination with respect to entitlement
to indemnification hereunder, the person, persons or entity making such determination shall presume that Indemnitee is entitled to indemnification
under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11.2 of this Agreement,
and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity
of any determination contrary to that presumption. Neither the failure of the Company (including by the Disinterested Directors or Independent
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 the Disinterested Directors or Independent 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.


 


13.2 If the person, persons or entity empowered or
selected under Section 12 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have
made a determination within thirty (30) days after receipt by the Company of the request therefor, the requisite determination of
entitlement to indemnification shall be, to the fullest extent permitted by law, 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 final
judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided, however, that such
30-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons or entity
making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining
or evaluating of documentation and/or information relating thereto.


 


13.3 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 Indemnitee 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
Indemnitee’s conduct was unlawful.


 


13.4 For purposes of any determination of good faith,
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, including financial statements, or on information supplied to Indemnitee by the directors, managers, managing members or officers
of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise, its Board, any committee of the
Board or any director, trustee, general partner, manager or managing member or on information or records given or reports made to the
Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member by an independent
certified public accountant or by an appraiser or other expert selected by the Enterprise, its Board, any committee of the Board or any
director, trustee, general partner, manager or managing member. The provisions of this Section 13.4 shall not be deemed to
be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard
of conduct set forth in this Agreement.


 


13.5 The knowledge and/or actions, or failure to
act, of any other director, officer, trustee, partner, manager, managing member, fiduciary, advisor, agent or employee of the Enterprise
shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.


 






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14. REMEDIES OF INDEMNITEE.


 


14.1 In the event that (i) a determination is
made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement
of Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section 10 of this Agreement,
(iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12.1 of this Agreement
within thirty (30) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is
not made pursuant to Sections 5, 6, 7 or the last sentence of Section 12.1 of this Agreement within
ten (10) days after receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely
manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3 or
4 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification,
or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made
within ten (10) days after receipt by the Company of a written request therefor, Indemnitee shall be entitled to an adjudication
by the Delaware Court to such indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee,
at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration
Rules and Mediation Procedures of the American Arbitration Association. Except as set forth herein, the provisions of Delaware law (without
regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek
any such adjudication or award in arbitration.


 


14.2 In the event that a determination shall have
been made pursuant to Section 12.1 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding
or arbitration commenced pursuant to this Section 14 shall be conducted in all respects as a de novo trial, or arbitration,
on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration
commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to be indemnified, held harmless, exonerated
and to receive advancement of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled
to be indemnified, held harmless, exonerated and to receive advancement of Expenses, as the case may be, and the Company may not refer
to or introduce into evidence any determination pursuant to Section 12.1 of this Agreement adverse to Indemnitee for any purpose.
If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee shall not be required
to reimburse the Company for any advances pursuant to Section 10 until a final determination is made with respect to Indemnitee’s
entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).


 


14.3 If a determination shall have been made pursuant
to Section 12.1 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination
in any judicial proceeding or arbitration commenced pursuant to this Section 14, 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 applicable law.


 


14.4 The Company shall be precluded from asserting
in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the procedures and presumptions of this
Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company
is bound by all the provisions of this Agreement.


 


14.5 The Company shall indemnify and hold harmless
Indemnitee to the fullest extent permitted by law against all Expenses and, if requested by Indemnitee, shall (within ten (10) days
after the Company’s receipt of such written request) pay to Indemnitee, to the fullest extent permitted by applicable law, such
Expenses which are incurred by Indemnitee in connection with any judicial proceeding or arbitration brought by Indemnitee (i) to
enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement or any other indemnification, hold harmless,
exoneration, advancement or contribution agreement or provision of the Articles now or hereafter in effect; or (ii) for recovery
or advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee
ultimately is determined to be entitled to such indemnification, hold harmless or exoneration right, advancement, contribution or insurance
recovery, as the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee in good faith).


 






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14.6 Interest shall be paid by the Company to Indemnitee
at a rate to be agreed between the Company and the Indemnitee for amounts which the Company indemnifies, holds harmless or exonerates,
or advances, or is obliged to indemnify, hold harmless or exonerate or advance for the period commencing with the date on which Indemnitee
requests indemnification, to be held harmless, exonerated, contribution, reimbursement or advancement of any Expenses and ending with
the date on which such payment is made to Indemnitee by the Company.


 


15. SECURITY.


 


Notwithstanding anything herein to the contrary except for Section 27,
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 Indemnitee.


 


16. NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE;
SUBROGATION.


 


16.1 The rights of Indemnitee as provided by this
Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the
Articles, any agreement, a vote of shareholders or a resolution of directors, 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 Proceeding
(regardless of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter therein arising out of, or
related to, any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration
or repeal. To the extent that a change in applicable law, whether by statute or judicial decision, permits greater indemnification, hold
harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Articles or this Agreement, then
this Agreement (without any further action by the parties hereto) shall automatically be deemed to be amended to require that the Company
indemnify Indemnitee to the fullest extent permitted by law. 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.


 


16.2 The Articles permit the Company to purchase
and maintain insurance or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund,
letter of credit, or surety bond (“Indemnification Arrangements”) on behalf of Indemnitee against any liability
asserted against Indemnitee or incurred by or on behalf of Indemnitee or in such capacity as a director, officer, employee or agent of
the Company, or arising out of Indemnitee’s status as such, whether or not the Company would have the power to indemnify Indemnitee
against such liability under the provisions of this Agreement or under the DGCL, as it may then be in effect. The purchase, establishment,
and maintenance of any such Indemnification Arrangement shall not in any way limit or affect the rights and obligations of the Company
or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company
and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under
any such Indemnification Arrangement.


 


16.3 To the extent that the Company maintains an
insurance policy or policies providing liability insurance for directors, officers, trustees, partners, managers, managing members, fiduciaries,
advisor, employees, or agents of the Company or of any other Enterprise which 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 such director, officer, trustee, partner, managers, managing member, fiduciary, advisor, employee or agent under such policy or policies.
If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is a party or a participant (as a witness,
deponent or otherwise), the Company has director and officer liability insurance in effect, the Company shall give prompt notice 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 Indemnitee, all amounts payable as a result of such Proceeding
in accordance with the terms of such policies.


 


16.4 In the event of any payment under this Agreement,
the Company, to the fullest extent permitted by law, 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.


 






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16.5 The Company’s obligation to indemnify,
hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director,
officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other Enterprise shall be reduced by any amount
Indemnitee has actually received as indemnification, hold harmless or exoneration payments or advancement of expenses from such Enterprise.
Notwithstanding any other provision of this Agreement to the contrary except for Section 27, (i) Indemnitee shall have
no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration, advancement, contribution
or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s satisfaction and performance
of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations under this Agreement without
regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless, exoneration, contribution
or insurance coverage rights against any person or entity other than the Company.


 


17. DURATION OF AGREEMENT.


 


All agreements and obligations of the Company contained herein shall
continue during the period Indemnitee serves as a director or officer of the Company or as a director, officer, trustee, partner, manager,
managing member, fiduciary, advisor, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan
or other Enterprise which Indemnitee serves at the request of the Company and shall continue thereafter so long as Indemnitee shall be
subject to any possible Proceeding (including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14
of this Agreement) by reason of Indemnitee’s Corporate Status, whether or not Indemnitee is acting in any such capacity at the time
any liability or expense is incurred for which indemnification or advancement can be provided under this Agreement.


 


18. SEVERABILITY.


 


If any provision or provisions of this Agreement shall be held to be
invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions
of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any
such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way
be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions
shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties
hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of
any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that
is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.


 


19. ENFORCEMENT AND BINDING EFFECT.


 


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


 


19.2 Without limiting any of the rights of Indemnitee
under the Articles of the Company as they may be amended from time to time, 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.


 


19.3 The indemnification, hold harmless, exoneration
and advancement of expenses rights provided by or granted pursuant to this Agreement shall be binding upon and be enforceable by the parties
hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise
to all or substantially all of the business and/or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director,
officer, employee or agent of the Company or a director, officer, trustee, general partner, manager, managing member, fiduciary, advisor,
employee or agent of any other Enterprise at the Company’s request, and shall inure to the benefit of Indemnitee and his or her
spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.


 






    	 	11	 



    


    

 


19.4 The Company shall require and cause any successor
(whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business
and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to
perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had
taken place.


 


19.5 The Company and Indemnitee agree herein that
a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of proof, and further
agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may, to the fullest
extent permitted by law, enforce this Agreement by seeking, among other things, injunctive relief and/or specific performance hereof,
without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance,
Indemnitee shall not be precluded from seeking or obtaining any other relief to which Indemnitee may be entitled. The Company and Indemnitee
further agree that Indemnitee shall, to the fullest extent permitted by law, be entitled to such specific performance and injunctive relief,
including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other
undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of
Indemnitee by a court of competent jurisdiction, the Company hereby waives any such requirement of such a bond or undertaking to the fullest
extent permitted by law.


 


20. MODIFICATION AND WAIVER.


 


No supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by the Company and Indemnitee. No waiver of any of the provisions of this Agreement shall be deemed
or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.


 


21. NOTICES.


 


All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party
to whom said notice or other communication shall have been directed, on such delivery, or (ii) if mailed by certified or registered
mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:


 


(a) If to Indemnitee, at the address indicated on
the signature page of this Agreement, or such other address as Indemnitee shall provide in writing to the Company.


 


(b) If to the Company, to:


 


Panacea Acquisition Corp. II


357 Tehama Street, Floor 3

San Francisco, CA 94103

Attn: Secretary


 


With copies, which shall not constitute notice, to:


 


EcoR1 Panacea Holdings II, LLC


357 Tehama Street, Floor 3

San Francisco, CA 94103

Attn: Secretary


 


and


 


Skadden, Arps, Slate, Meagher & Flom LLP

500 University Ave., 14th Floor,

Palo Alto, CA 94301

Attn: Gregg A. Noel, Esq. and Michael Mies, Esq.


 


or to any other address as may have been furnished to Indemnitee
in writing by the Company.


 






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22. APPLICABLE 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 Delaware, without regard to its conflict of laws rules. Except
with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement, to the fullest extent
permitted by law, 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 Delaware 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 Delaware
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 Delaware Court; and (d) waive, and agree not to plead or to make, any claim
that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject
(in whole or in part) to a jury trial. To the fullest extent permitted by law, the parties hereby agree that the mailing of process and
other papers in connection with any such action or proceeding in the manner provided by Section 21 or in such other manner
as may be permitted by law, shall be valid and sufficient service thereof.


 


23. IDENTICAL COUNTERPARTS.


 


This 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 Agreement.


 


24. MISCELLANEOUS.


 


Use of the masculine pronoun shall be deemed to include usage of the
feminine pronoun where appropriate. 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.


 


25. PERIOD OF LIMITATIONS.


 


No legal action shall be brought and no cause of action shall be asserted
by or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives
after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall
be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however,
that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.


 


26. ADDITIONAL ACTS.


 


If for the validation of any of the provisions in this Agreement any
act, resolution, approval or other procedure is required, to the fullest extent permitted by law, the Company undertakes to cause such
act, resolution, approval or other procedure to be affected or adopted in a manner that will enable the Company to fulfill its obligations
under this Agreement.


 


27. WAIVER OF CLAIMS TO TRUST ACCOUNT.


 


Notwithstanding anything contained herein to the contrary, Indemnitee
hereby agrees that it does not have any right, title, interest or claim of any kind (each, a “Claim”) in or
to any monies in the trust account established in connection with the Company’s initial public offering for the benefit of the Company
and holders of shares issued in such offering, and hereby waives any Claim it may have in the future as a result of, or arising out of,
any services provided to the Company and will not seek recourse against such trust account for any reason whatsoever.


 


28. MAINTENANCE OF INSURANCE.


 


The Company shall use commercially reasonable efforts to obtain and
maintain in effect during the entire period for which the Company is obligated to indemnify the Indemnitee under this Agreement, one or
more policies of insurance with reputable insurance companies to provide the officers/directors of the Company with coverage for losses
from wrongful acts and omissions and to ensure the Company’s performance of its indemnification obligations under this Agreement.
The 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 such director or officer under such policy or policies. In all such insurance policies, the Indemnitee shall be named
as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured
of the Company’s directors and officers.


 


[SIGNATURE PAGE FOLLOWS]


 




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IN WITNESS WHEREOF, the parties hereto have caused this Indemnity Agreement
to be signed as of the day and year first above written.


 


	 	Panacea Acquisition Corp. II
	 	 	 
	 	By:	/s/ Oleg Nodelman
	 	Name:	Oleg Nodelman
	 	Title:	Chief Executive Officer
	 	 	 
	 	/s/ Caroline Stout
	 	Name:	Caroline Stout
	 	Address: 	c/o Panacea Acquisition Corp. II
	 	 	357 Tehama Street, Floor 3
	 	 	San Francisco, CA 94103


 


[Signature Page to Indemnity Agreement]