PANACEA ACQUISITION CORP. INDEX TO FINANCIAL STATEMENTS PAGE Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of

PANACEA ACQUISITION CORP.

INDEX TO FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC

To the Stockholders and the Board of Directors

Panacea Acquisition Corp.

Opinion on the Financial Statement

accompanying balance sheet of Panacea Acquisition Corp. (the "Company") as of July 6, 2020, and the related notes (collectively

referred to as the "financial statement"). In our opinion, the financial statement presents fairly, in all material

respects, the financial position of the Company as of July 6, 2020, in conformity with accounting principles generally accepted

in the United States of America.

This financial statement

is the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial

statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit

in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable

assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. The Company is

not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our

audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing

an opinion on the effectiveness of the entity's internal control over financial reporting. Accordingly, we express no such

Our audit included performing

procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing

procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and

disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates

made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides

a reasonable basis for our opinion.

/s/ WithumSmith+Brown, PC

We have served as the Company's auditor

PANACEA ACQUISITION CORP.

The accompanying notes are an integral

part of the financial statement.

PANACEA ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENT

Note 1 - Description of Organization

and Business Operations

Corp. (the "Company") was incorporated in Delaware on April 24, 2020. The Company was formed for the purpose of effecting

a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or

more businesses (the "Business Combination"). The Company is not limited to a particular industry or sector for purposes

of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is

subject to all of the risks associated with early stage and emerging growth companies.

the Company had not commenced any operations. All activity for the period from April 24, 2020 (inception) through July 6, 2020

relates to the Company's formation and the initial public offering ("Initial Public Offering"), which is described

below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at

the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the

Initial Public Offering.

The registration statement

for the Company's Initial Public Offering was declared effective on June 30, 2020. On July 6, 2020, the Company consummated

the Initial Public Offering of 14,375,000 units (the "Units" and, with respect to the shares of Class A common stock

included in the Units sold, the "Public Shares"), which includes the full exercise by the underwriters of the over-allotment

option to purchase an additional 1,875,000 Units, at $10.00 per Unit, generating gross proceeds of $143,750,000, which is described

the closing of the Initial Public Offering, the Company consummated the sale of 487,500 units (each, a "Private Placement

Unit" and collectively, the "Private Placement Units") at a price of $10.00 per Private Placement Unit in a private

placement to EcoR1 Panacea Holdings, LLC, a Delaware limited liability company (the "Sponsor"), and PA Co-Investments

LLC, an affiliate of one of the underwriters ("PA Co-Investments LLC"), generating gross proceeds of $4,875,000, which

is described in Note 4.

Transaction costs amounted

to $3,390,063, consisting of $2,875,000 of underwriting fees and $515,063 of other offering costs. In addition, cash of $1,849,137

was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital

Following the closing

of the Initial Public Offering on July 6, 2020, an amount of $143,750,000 ($10.00 per Unit) from the net proceeds of the sale of

the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (the "Trust

Account") located in the United States and that will invest only in U.S. government securities, within the meaning set forth

in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), with a maturity

of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company

meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i)

the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and

the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward

consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully.

The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair

market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working

capital purposes, if permitted, and excluding the amount of any deferred underwriting discount). The Company will only complete

a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the

target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as

an investment company under the Investment Company Act.

The Company will provide

the holders of the outstanding Public Shares (the "Public Stockholders") with the opportunity to redeem all or a portion

of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called

to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder

approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled

to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00

per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights

upon the completion of a Business Combination with respect to the Company's warrants.

NOTES TO FINANCIAL STATEMENT

only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions

and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination.

If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide

to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of

Incorporation (the "Certificate of Incorporation"), conduct the redemptions pursuant to the tender offer rules of the

U.S. Securities and Exchange Commission ("SEC") and file tender offer documents with the SEC prior to completing a

Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing

requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem

shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the

Company seeks stockholder approval in connection with a Business Combination, the Company's Sponsor, PA Co-Investments LLC

and any other holders of the Company's common stock prior to the Initial Public Offering (the "initial stockholders")

have agreed to vote their Founder Shares (as defined in Note 5), Private Placement Shares (as defined in Note 4) and any Public

Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public