REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 13th, 2020 • Royalty Pharma PLC • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT dated September 2, 2020 (this “Agreement”) is entered into by and among Royalty Pharma plc, an English public limited company incorporated in England and Wales (the “Company”), the guarantor listed in Schedule 1 hereto (the “Initial Guarantor”), and BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co LLC (collectively, the “Representatives”) of the initial purchasers listed in Schedule I to the Purchase Agreement (as defined below) (the “Initial Purchasers”).
INDENTURE Dated as of September 2, 2020 Among ROYALTY PHARMA PLC, ROYALTY PHARMA HOLDINGS LTD. and WILMINGTON TRUST, NATIONAL ASSOCIATION, as TrusteeIndenture • September 2nd, 2020 • Royalty Pharma PLC • Pharmaceutical preparations • New York
INDENTURE Dated as of September 2, 2020 Among ROYALTY PHARMA PLC, ROYALTY PHARMA HOLDINGS LTD. and WILMINGTON TRUST, NATIONAL ASSOCIATION, as TrusteeIndenture • October 13th, 2020 • Royalty Pharma PLC • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT by and among the Persons listed on Schedule A and Schedule B hereto and ROYALTY PHARMA PLC Dated as of June 18, 2020Registration Rights Agreement • October 13th, 2020 • Royalty Pharma PLC • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of June 18, 2020 (as it may be amended supplemented or otherwise modified from time to time, this “Agreement”), is made among Royalty Pharma plc, an English public limited company incorporated under the laws of England and Wales (the “Company”); the persons listed on Schedule A hereto and any transferee of Registrable Securities to whom any person listed on Schedule A hereto shall Assign any rights hereunder in accordance with Section 4.6 (each such Person, a “Holder”); and the persons listed on Schedule B hereto and any transferee of Registrable Securities to whom any persons listed on Schedule B hereto shall Assign any rights hereunder in accordance with Section 4.6 (each such Person, a “Specified Holder”). Capitalized terms used in this Agreement without definition have the meaning set forth in Section 1.
AMENDED AND RESTATED MANAGEMENT AGREEMENT Dated as of October 3, 2022Management Agreement • November 8th, 2022 • Royalty Pharma PLC • Pharmaceutical preparations • New York
This AMENDED AND RESTATED MANAGEMENT AND SERVICES AGREEMENT (this “Agreement”) is effective as of the 3rd day of October, 2022, among ROYALTY PHARMA PLC, a public limited company established under the laws of England and Wales (the “Company”), and RP MANAGEMENT, LLC, a Delaware limited liability company (the “Manager”). Capitalized terms used in the preamble and recitals of this Agreement and not otherwise defined therein are defined in Section 1 (Definitions).
SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENT Dated as of October 3, 2022Management Agreement • November 8th, 2022 • Royalty Pharma PLC • Pharmaceutical preparations • New York
This SECOND AMENDED AND RESTATED MANAGEMENT AND SERVICES AGREEMENT (this “Agreement”) is effective as of the 3rd day of October, 2022, among ROYALTY PHARMA INVESTMENTS 2019 ICAV having its registered office at 70 Sir John Rogerson’s Quay, Dublin 2, Ireland (hereinafter called the “ICAV”), and RP MANAGEMENT, LLC, a Delaware limited liability company (the “Manager”). Capitalized terms used in the preamble and recitals of this Agreement and not otherwise defined therein are defined in Section 1 (Definitions).
DEED OF INDEMNITYRoyalty Pharma PLC • October 13th, 2020 • Pharmaceutical preparations • England and Wales
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. AMENDED AND RESTATED...Purchase and Sale Agreement • October 13th, 2020 • Royalty Pharma PLC • Pharmaceutical preparations • New York
This AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this “Purchase and Sale Agreement”) dated as of November 14, 2014 is between Cystic Fibrosis Foundation Therapeutics, Inc., a Maryland corporation and the Person defined as “CFFT” in the Counterparty Agreement (the “Seller”), and RPI Finance Trust, a Delaware statutory trust (the “Purchaser”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. RESEARCH, DEVELOPMENT AND...Development and Commecialization Agreement • October 13th, 2020 • Royalty Pharma PLC • Pharmaceutical preparations • Massachusetts
This Agreement is a modification and continuation of a relationship originally set forth in an earlier Cystic Fibrosis Research Alliance and Commercialization Agreement dated as of May 19, 2000 (the “Original Agreement”), between the Cystic Fibrosis Foundation, which is an Affiliate of CFFT, and Aurora Biosciences Corporation, which was acquired by Vertex in 2001. Except as specifically provided herein, this Agreement supercedes in its entirety the Original Agreement which shall be of no further force and effect.
EXCHANGE AGREEMENTExchange Agreement • October 13th, 2020 • Royalty Pharma PLC • Pharmaceutical preparations • England and Wales
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. Amendment No. 7 Research,...Development and Commercialization Agreement • October 13th, 2020 • Royalty Pharma PLC • Pharmaceutical preparations
Whereas, Cystic Fibrosis Foundation Therapeutics Incorporated, a Delaware corporation (“CFFT”), and Vertex Pharmaceuticals Incorporated, a Massachusetts corporation (“Vertex”), are parties to that certain Research, Development and Commercialization Agreement dated May 24, 2004, as previously amended by Amendment No. 1 thereto dated January 6, 2006, Amendment No. 2 thereto dated as of January 1, 2006, Amendment No. 3 thereto dated November 20, 2006, Amendment No. 4 thereto dated August 20, 2007, Amendment No. 5 thereto dated as of April 1, 2011, and Amendment No. 6 thereto dated March 29, 2012 (collectively, the “Agreement”). Capitalized terms used herein without specific definition shall have the meanings set forth in the Agreement.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. Amendment No. 1 to the...Purchase and Sale Agreement • October 13th, 2020 • Royalty Pharma PLC • Pharmaceutical preparations
This Amendment No. 1 (“Amendment”) to the Amended and Restated Purchase and Sale Agreement dated November 24, 2014 (“Purchase and Sale Agreement”) is entered into by and between Cystic Fibrosis Foundation Therapeutics, Inc. (“Seller”) and RPI Finance Trust (“Purchaser”) on this 13th day of October 2016 (“Amendment Effective Date”). Unless otherwise specified, the capitalized terms used in this Amendment shall have the same meaning as in the Purchase and Sale Agreement.
AMENDMENT NO. 2 to RESEARCH, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT, DATED MAY 24, 2004, by and between VERTEX PHARMACEUTICALS INCORPORATED and CYSTIC FIBROSIS FOUNDATION THERAPEUTICS INCORPORATEDResearch, Development and Commercialization Agreement • October 13th, 2020 • Royalty Pharma PLC • Pharmaceutical preparations
This Amendment No. 2 (the “Second Amendment”) is made as of January 1, 2006 (the “Effective Date”) by and between Vertex Pharmaceuticals Incorporated, a Massachusetts corporation with its principal offices at 130 Waverly Street, Cambridge, Massachusetts 02139-4242 (“Vertex”), and Cystic Fibrosis Foundation Therapeutics Incorporated, a Delaware corporation with its principal offices at 6931 Arlington Road, Bethesda, Maryland 20814 (“CFFT”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. AMENDMENT NO. 1 TO RESEARCH,...Development And • October 13th, 2020 • Royalty Pharma PLC • Pharmaceutical preparations
This Amendment No. 1 (the “Amendment”) is made this 6th day of January, 2006 (the “Effective Date”) between Vertex, a Massachusetts corporation with principal offices at 130 Waverly Street, Cambridge, MA 02139-4242 and CFFT, a Delaware corporation with principal offices at 6931 Arlington Road, Bethesda, Maryland 20814. Vertex and CFFT are referred to hereinafter collectively as the Parties.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. AMENDMENT NO. 5 to RESEARCH,...Development and Commercialization Agreement • October 13th, 2020 • Royalty Pharma PLC • Pharmaceutical preparations
This Amendment No. 5 (the “Fifth Amendment”) is made effective as of April 1, 2011 (the “Effective Date”) by and between Vertex Pharmaceuticals Incorporated, a Massachusetts corporation with its principal offices at 130 Waverly Street, Cambridge, Massachusetts 02139-4242 (“Vertex”), and Cystic Fibrosis Foundation Therapeutics Incorporated, a Delaware corporation with its principal offices at 6931 Arlington Road, Bethesda, Maryland 20814 (“CFFT”).
UNDERWRITING AGREEMENT ROYALTY PHARMA PLC [●] Class A Ordinary Shares Underwriting AgreementUnderwriting Agreement • October 13th, 2020 • Royalty Pharma PLC • Pharmaceutical preparations • New York
Certain shareholders named in Schedule 2 hereto (the “Selling Shareholders”) of Royalty Pharma plc, an English public limited company incorporated under the laws of England and Wales (the “Company”) propose to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [●] Class A Ordinary Shares (collectively, the “Underwritten Shares”), par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”). In addition, the Selling Shareholders propose to sell, at the option of the Underwriters, up to an additional [●] Class A Ordinary Shares of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The Class A Ordinary Shares to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
REGISTRATION RIGHTS AGREEMENT by and among the Persons listed on Schedule A and Schedule B hereto and ROYALTY PHARMA PLC Dated as of June 18, 2020Registration Rights Agreement • September 29th, 2020 • Royalty Pharma PLC • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of June 18, 2020 (as it may be amended supplemented or otherwise modified from time to time, this “Agreement”), is made among Royalty Pharma plc, an English public limited company incorporated under the laws of England and Wales (the “Company”); the persons listed on Schedule A hereto and any transferee of Registrable Securities to whom any person listed on Schedule A hereto shall Assign any rights hereunder in accordance with Section 4.6 (each such Person, a “Holder”); and the persons listed on Schedule B hereto and any transferee of Registrable Securities to whom any persons listed on Schedule B hereto shall Assign any rights hereunder in accordance with Section 4.6 (each such Person, a “Specified Holder”). Capitalized terms used in this Agreement without definition have the meaning set forth in Section 1.
6,040,000,000 CREDIT AGREEMENT dated as of February 11, 2020 among RPI 2019 INTERMEDIATE FINANCE TRUST, THE LENDERS FROM TIME TO TIME PARTY HERETO, BANK OF AMERICA, N.A., as Administrative Agent, CITIBANK, N.A., GOLDMAN SACHS BANK USA, JPMORGAN CHASE...Credit Agreement • May 22nd, 2020 • Royalty Pharma PLC • Pharmaceutical preparations
Credit Agreement (this “Agreement”) dated as of February 11, 2020 among RPI 2019 INTERMEDIATE FINANCE TRUST, a Delaware statutory trust (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, CITIBANK, N.A., GOLDMAN SACHS BANK USA, JPMORGAN CHASE BANK USA and MORGAN STANLEY SENIOR FUNDING, INC., as Co-Syndication Agents, and BANK OF MONTREAL, THE BANK OF NOVA SCOTIA, BBVA USA, DNB CAPITAL LLC, PNC BANK, NATIONAL ASSOCIATION, TD BANK, N.A., TRUIST BANK and UBS AG, STAMFORD BRANCH as Co-Documentation Agents.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. Amendment No. 1 to the...Purchase and Sale Agreement • September 29th, 2020 • Royalty Pharma PLC • Pharmaceutical preparations
This Amendment No. 1 (“Amendment”) to the Amended and Restated Purchase and Sale Agreement dated November 24, 2014 (“Purchase and Sale Agreement”) is entered into by and between Cystic Fibrosis Foundation Therapeutics, Inc. (“Seller”) and RPI Finance Trust (“Purchaser”) on this 13th day of October 2016 (“Amendment Effective Date”). Unless otherwise specified, the capitalized terms used in this Amendment shall have the same meaning as in the Purchase and Sale Agreement.
UNDERWRITING AGREEMENT ROYALTY PHARMA PLC Underwriting AgreementUnderwriting Agreement • July 16th, 2021 • Royalty Pharma PLC • Pharmaceutical preparations • New York
Royalty Pharma plc, an English public limited company incorporated under the laws of England and Wales (the “Company”), Royalty Pharma Holdings Limited, a limited company incorporated under the laws of England and Wales and United Kingdom tax resident (the “Guarantor”) and RP Management, LLC, a Delaware limited liability company (the “Manager”), propose to enter into this agreement (this “Agreement”) to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $600,000,000 principal amount of the Company’s 2.150% Senior Unsecured Notes due 2031 (the “2031 Notes”) and $700,000,000 principal amount of the Company’s 3.350% Senior Unsecured Notes due 2051 (the “2051 Notes” and, together with the 2031 Notes, the “Securities”). The Securities will be issued pursuant to an indenture dated as of September 2, 2020 (the “Base Indenture”) among the Company, the Guarantor and Wilmington Trust Nat
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. RESEARCH, DEVELOPMENT AND...Research, Development and Commecialization Agreement • September 29th, 2020 • Royalty Pharma PLC • Pharmaceutical preparations • Massachusetts
This Agreement is a modification and continuation of a relationship originally set forth in an earlier Cystic Fibrosis Research Alliance and Commercialization Agreement dated as of May 19, 2000 (the “Original Agreement”), between the Cystic Fibrosis Foundation, which is an Affiliate of CFFT, and Aurora Biosciences Corporation, which was acquired by Vertex in 2001. Except as specifically provided herein, this Agreement supercedes in its entirety the Original Agreement which shall be of no further force and effect.
UNDERWRITING AGREEMENT ROYALTY PHARMA PLC [●] Class A Ordinary Shares Underwriting AgreementUnderwriting Agreement • June 8th, 2020 • Royalty Pharma PLC • Pharmaceutical preparations • New York
Royalty Pharma plc, an English public limited company incorporated under the laws of England and Wales (the “Company”), proposes to issue, and the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), propose to subscribe for, an aggregate of [●] Class A Ordinary Shares, par value $0.0001 per share, of the Company (“Class A Ordinary Shares”), and certain shareholders of the Company named in Schedule 2 hereto (the “Selling Shareholders”) propose to sell to the several Underwriters an aggregate of [●] Class A Ordinary Shares (collectively, the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [●] Class A Ordinary Shares issued by the Company, and up to an additional [●] Class A Ordinary Shares sold by the Selling Shareholders (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The Class A Ordinary Shar
EXCHANGE AGREEMENTExchange Agreement • September 29th, 2020 • Royalty Pharma PLC • Pharmaceutical preparations • England and Wales
AMENDMENT NO. 2 to RESEARCH, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT, DATED MAY 24, 2004, by and between VERTEX PHARMACEUTICALS INCORPORATED and CYSTIC FIBROSIS FOUNDATION THERAPEUTICS INCORPORATEDDevelopment and Commercialization Agreement • September 29th, 2020 • Royalty Pharma PLC • Pharmaceutical preparations
This Amendment No. 2 (the “Second Amendment”) is made as of January 1, 2006 (the “Effective Date”) by and between Vertex Pharmaceuticals Incorporated, a Massachusetts corporation with its principal offices at 130 Waverly Street, Cambridge, Massachusetts 02139-4242 (“Vertex”), and Cystic Fibrosis Foundation Therapeutics Incorporated, a Delaware corporation with its principal offices at 6931 Arlington Road, Bethesda, Maryland 20814 (“CFFT”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. AMENDMENT NO. 1 TO RESEARCH,...Development And • September 29th, 2020 • Royalty Pharma PLC • Pharmaceutical preparations
This Amendment No. 1 (the “Amendment”) is made this 6th day of January, 2006 (the “Effective Date”) between Vertex, a Massachusetts corporation with principal offices at 130 Waverly Street, Cambridge, MA 02139-4242 and CFFT, a Delaware corporation with principal offices at 6931 Arlington Road, Bethesda, Maryland 20814. Vertex and CFFT are referred to hereinafter collectively as the Parties.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. AMENDMENT NO. 5 to RESEARCH,...Development and Commercialization Agreement • September 29th, 2020 • Royalty Pharma PLC • Pharmaceutical preparations
This Amendment No. 5 (the “Fifth Amendment”) is made effective as of April 1, 2011 (the “Effective Date”) by and between Vertex Pharmaceuticals Incorporated, a Massachusetts corporation with its principal offices at 130 Waverly Street, Cambridge, Massachusetts 02139-4242 (“Vertex”), and Cystic Fibrosis Foundation Therapeutics Incorporated, a Delaware corporation with its principal offices at 6931 Arlington Road, Bethesda, Maryland 20814 (“CFFT”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. Amendment No. 2 to Amended...Royalty Pharma PLC • November 5th, 2020 • Pharmaceutical preparations
This Amendment No. 2 (“Amendment No. 2”) to the Amended and Restated Purchase and Sale Agreement dated as of November 24, 2014, as amended by Amendment No. 1 (“Amendment No. 1”) dated October 13, 2016 (as amended, the “Purchase and Sale Agreement”), is entered into on this 30th day of October 2020 (the “Amendment No. 2 Effective Date”) by and between Cystic Fibrosis Foundation, a Delaware non-stock corporation (the “Seller”) (as successor in interest to Cystic Fibrosis Foundation Therapeutics, Inc. (“CFFT”)), RPI Finance Trust (the “Purchaser”) and RPI 2019 Intermediate Finance Trust (“RPI 2019 IFT”). Capitalized terms not defined herein have the meanings assigned to them in the Purchase and Sale Agreement.
