Exhibit 10.5


 


Execution Version


 


Panacea Acquisition Corp. II


357 Tehama Street, Floor 3


San Francisco, CA 94103


 


April 6, 2021


 


EcoR1 Capital, LLC 


357 Tehama Street, Floor 3 


San Francisco, CA 94103


 


Re: Administrative Services Agreement


 


Gentlemen:


 


This letter agreement by and between Panacea Acquisition Corp. II,
a Cayman Islands exempted company (the “Company”), and EcoR1 Capital, LLC, a Delaware limited liability company
(“EcoR1”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities
of the Company are first listed on the The Nasdaq Capital Market (the “Listing Date”) and continuing until the
earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described
in the Registration Statement on Form S-1 (File No. 333-254056) filed with the Securities and Exchange Commission) (such earlier date
hereinafter referred to as the “Termination Date”):


 


		1.	EcoR1 shall make available to the Company, at 357 Tehama Street, Floor 3, San Francisco, CA 94103 (or any successor location or other
existing office locations of EcoR1 or any of its affiliates), certain office space, administrative and support services, including compliance
services, as may be reasonably requested by the Company. In exchange therefor, the Company shall pay, on the first day of each month,
EcoR1 the sum of $10,000 per month commencing on the Listing Date and continuing monthly thereafter until the Termination Date; and



 


		2.	EcoR1 hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind or nature whatsoever (each,
a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out of, the trust account
established for the benefit of the public shareholders of the Company and into which substantially all of the proceeds of the Company’s
initial public offering will be deposited (the “Trust Account”), and hereby irrevocably waives any Claim it
presently has or may have in the future as a result of, or arising out of, this letter agreement, which Claim would reduce, encumber or
otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to 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 all parties hereto.


 


No party hereto may assign either this letter agreement or any of its
rights, interests, or obligations hereunder without the prior written approval of the other party, provided that EcoR1 may assign this
letter agreement to an affiliate without the prior written approval of the Company. 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, the entire relationship of the parties hereto,
and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by and construed
in accordance with the laws of the State of New York.


 


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 letter agreement.


 


[Signature page follows]


 




     


     


    

 


	 	Very truly yours,
	 	 	 	 
	 	PANACEA ACQUISITION CORP. II
	 	 	 	 
	 	By:	/s/ Scott Perlen
	 	 	Name:	Scott Perlen
	 	 	Title:	Chief Financial Officer



 


	AGREED TO AND ACCEPTED BY:	 
	 	 	 	 
	EcoR1 Capital, LLC	 
	 	 	 	 
	By:	/s/ Oleg Nodelman 	 
	 	Name:	Oleg Nodelman	 
	 	Title:	Chief Executive Officer	 









 


[Signature Page to Administrative Services Agreement]