0001193125-20-150246.txt : 20200522 0001193125-20-150246.hdr.sgml : 20200522 20200522170302 ACCESSION NUMBER: 0001193125-20-150246 CONFORMED SUBMISSION TYPE: S-1 PUBLIC DOCUMENT COUNT: 33 FILED AS OF DATE: 20200522 DATE AS OF CHANGE: 20200522 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Royalty Pharma plc CENTRAL INDEX KEY: 0001802768 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1 SEC ACT: 1933 Act SEC FILE NUMBER: 333-238632 FILM NUMBER: 20906835 BUSINESS ADDRESS: STREET 1: 110 EAST 59TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 883-0200 MAIL ADDRESS: STREET 1: 110 EAST 59TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 S-1 1 d862976ds1.htm S-1 S-1
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As filed with the Securities and Exchange Commission on May 22, 2020

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Royalty Pharma plc

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

England and Wales   2834   Not Applicable
(State or Other Jurisdiction of
Incorporation or Organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

110 East 59th Street

New York, New York 10022

(212) 883-0200

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

Pablo Legorreta

Chief Executive Officer

110 East 59th Street

New York, New York 10022

(212) 883-0200

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

 

 

Copies to:

 

Richard D. Truesdell, Jr., Esq.
Marcel Fausten, Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
   Arthur R. McGivern, Esq.
Edwin M. O’Connor, Esq.
Benjamin K. Marsh, Esq.
Goodwin Procter LLP
620 Eighth Avenue
New York, New York 10018
(212) 813-8800

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check One):

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

 

Title of Each Class of

Securities to be Registered

 

Proposed

Maximum

Aggregate
Offering Price(1)(2)

 

Amount of

Registration Fee

Class A Ordinary Shares, par value $             per share

  $100,000,000   $12,980

 

 

 

(1)

Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended.

(2)

Includes                Class A ordinary shares subject to the underwriters’ option to purchase additional Class A ordinary shares.

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED MAY 22, 2020

PRELIMINARY PROSPECTUS

 

 

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            Shares

Royalty Pharma plc

Class A Ordinary Shares

 

 

We are offering              Class A ordinary shares.

This is our initial public offering, and no public market exists for our Class A ordinary shares. We expect the initial public offering price for our Class A ordinary shares to be between $             and $             per share.

Upon completion of this offering, we will have two classes of ordinary shares: the Class A ordinary shares offered hereby and Class B shares, each of which has one vote per share.

This offering is being conducted through what is commonly referred to as an “Up-C” structure, which is often used by partnerships and limited liability companies undertaking an initial public offering. We are a holding company and immediately after the consummation of the Reorganization Transactions and this offering our principal asset will be our ownership interests in Royalty Pharma Holdings Ltd. See “Organizational Structure.” Upon the completion of this offering, we and the Continuing Investors Partnerships (as defined herein) will hold     % and     % of the ordinary shares of Royalty Pharma Holdings Ltd., respectively.

We intend to apply to have our Class A ordinary shares listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “            .”

 

 

Investing in our Class A ordinary shares involves risks. See “Risk Factors” beginning on page 21.

 

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

     Per
Share
     Total  

Public offering price

   $                    $                

Underwriting discounts and commissions(1)

   $                    $                

Proceeds, before expenses, to us(2)

   $                    $                

 

(1)

The underwriters may also exercise their option to purchase up to an additional              Class A ordinary shares from us, at the public offering price, less the underwriting discount, for 30 days after the date of this prospectus. Please see “Underwriting” for additional information regarding underwriting compensation.

(2)

We have agreed to reimburse the underwriters for certain expenses in connection with the offering. See “Underwriting.”

The underwriters expect to deliver the shares to purchasers on or about                     , 2020 through the book-entry facilities of The Depository Trust Company.

 

 

 

J.P. Morgan   Morgan Stanley   BofA Securities  

Goldman Sachs & Co. LLC

  Citigroup   UBS Investment Bank
Evercore ISI   Cowen   SunTrust Robinson Humphrey

                    , 2020


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We and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide you. This prospectus does not constitute an offer to sell or a solicitation of any offer to buy any security other than the registered securities to which it relates, nor does it constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction. The information contained in this prospectus is accurate as of the date on the cover. Our business, financial condition, results of operations and prospects may have changed since then. To the extent required by applicable law, we will update this prospectus during the offering period to reflect material changes to the disclosures contained herein.

For investors outside the United States: We have not and the underwriters have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the Class A ordinary shares and the distribution of this prospectus outside the United States. See “Underwriting.”

Through and including                     , 2020 (the 25th day after the date of this prospectus), all dealers effecting transactions in our ordinary shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

 

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BASIS OF PRESENTATION

Prior to the consummation of the Reorganization Transactions described under “Organizational Structure—Reorganization Transactions,” in this prospectus, “Royalty Pharma,” the “Company,” “we,” “us” and “our” refer to Royalty Pharma Investments (“Old RPI”) and its controlled subsidiaries, RPI Finance Trust (“RPIFT”), RPI Acquisitions (Ireland), Limited (“RPI Acquisitions”), which are 100% owned, and Royalty Pharma Collection Trust (the “Collection Trust”), which is 80% owned by RPIFT and 20% owned by Royalty Pharma Select Finance Trust, a Delaware statutory trust (“RPSFT”). After the consummation of the Reorganization Transactions described in this prospectus, “Royalty Pharma plc,” “Royalty Pharma,” the “Company,” “we,” “us” and “our” refer to Royalty Pharma plc, an English public limited company incorporated under the laws of England and Wales, and its subsidiaries on a consolidated basis, as they exist upon the closing of this offering.

The “Manager” refers to RP Management, LLC, a Delaware limited liability company, our external advisor which provides us with all advisory and day-to-day management services.

Unless the context otherwise requires, “our royalties,” “our product portfolio” and “our interests in products” refer to our contractual interests in revenue streams from the sale of biopharmaceutical products. When we refer to the “royalty receipts” generated by our portfolio, we are referring to the summation of the following line items from our GAAP Statement of Cash Flows: Cash collections from royalty assets (both financial assets and intangible assets), Other royalty cash collections and Distributions from non-consolidated affiliates. When we discuss our acquisition of royalties, this includes various structures, including third-party royalties and similar payment streams such as earn-outs that are tied to sales of biopharmaceutical products, synthetic or hybrid royalties, research and development (“R&D”) funding and acquisitions of companies that own significant royalties and similar payment streams, as described further in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Uses of Capital.” Acquisitions of royalties can be accounted for in several ways, typically as a financial asset or an intangible asset. Within the financial asset classification, we acquire royalties on both approved products and development-stage product candidates. Beyond financial assets and intangible assets, we may also acquire royalties through an equity investment where our underlying investee is partnering with biopharmaceutical companies to jointly develop a product for which marketing and commercialization is or will be the responsibility of such biopharmaceutical company partner. Alternatively, we may acquire other contractual rights to royalty streams classified as financial instruments, such as acquisitions of earnout payments representing an indirect interest in sales of a pharmaceutical product. Our investment in Biogen’s Tecfidera, classified as available for sale debt securities, is one such example. Finally, royalties can arise through our research and development funding arrangements, whereby royalty revenue is generated through milestones or royalties we are entitled to on products coming out of our research and development collaboration arrangements.

Unless otherwise indicated, all references in this prospectus to monetary amounts are to U.S. dollars. Certain monetary amounts, percentages and other figures included elsewhere in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

MARKET AND INDUSTRY DATA

This prospectus includes industry and market data that we obtained from periodic industry publications, third-party studies and surveys, filings of public companies in our industry and internal company data. These sources include government and industry sources. Industry publications and surveys generally state that the information contained therein has been obtained from sources believed to be reliable. Although we believe the industry and market data to be reliable as of the date of this prospectus, this information could prove to be inaccurate. Industry and market data could be wrong because of the method by which sources obtained their data and because information cannot always be verified with complete certainty due to the limits on the availability

 

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and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. In addition, we do not know all of the assumptions regarding general economic conditions or growth that were used in preparing the forecasts from the sources relied upon or cited herein.

TRADEMARKS AND TRADE NAMES

This prospectus contains trademarks, service marks and trade names of third parties or their products, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names or products in this prospectus is not intended to, and should not be read to, imply a relationship with or endorsement or sponsorship of us. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, service marks and trade names.

NON-GAAP FINANCIAL MEASURES

In this prospectus, we have included financial measures that are compiled in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) as well as certain non-GAAP financial measures. These non-GAAP financial measures include Adjusted Cash Receipts, Adjusted EBITDA and Adjusted Cash Flow, which are each presented as supplemental measures to our GAAP financial performance.

These non-GAAP financial measures exclude the impact of certain items and therefore have not been calculated in accordance with GAAP. In each case, because our operating performance is a function of our liquidity, the non-GAAP measures used by management are presented and defined as supplemental liquidity measures. We caution readers that amounts presented in accordance with our definitions of Adjusted Cash Receipts, Adjusted EBITDA and Adjusted Cash Flow may not be the same as similar measures used by other companies. Not all companies and Wall Street analysts calculate the non-GAAP measures we use in the same manner. We compensate for these limitations by using non-GAAP financial measures as supplements to GAAP financial measures and by presenting the reconciliations of the non-GAAP financial measures to their most comparable GAAP financial measures, in each case being net cash provided by operating activities.

We believe that Adjusted Cash Receipts and Adjusted Cash Flow provide meaningful information about our operating performance because our business is heavily reliant on our ability to generate consistent cash flows and these measures reflect the core cash collections and cash charges comprising our operating results. Management strongly believes that our significant operating cash flow is one of the attributes that attracts potential investors to our business.

In addition, we believe that Adjusted Cash Receipts and Adjusted Cash Flow help identify underlying trends in our business and permit investors to more fully understand how management assesses the performance of the Company, including planning and forecasting for future periods. Adjusted Cash Receipts and Adjusted Cash Flow are used by management as key liquidity measures in the evaluation of the Company’s ability to generate cash from operations. Both measures are indications of the strength of the Company and the performance of our business. Management uses Adjusted Cash Receipts and Adjusted Cash Flow when considering available cash, including for decision-making purposes related to funding of acquisitions, voluntary debt repayments, dividends and other discretionary investments. Further, these non-GAAP financial measures help management, the audit committee, and investors evaluate the Company’s ability to generate liquidity from operating activities.

Management believes that Adjusted EBITDA is an important non-GAAP measure in analyzing our liquidity and is a key component of certain material covenants contained within our credit agreement. Noncompliance with the interest coverage ratio and leverage ratio covenants under the credit agreement could result in our

 

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lenders requiring the Company to immediately repay all amounts borrowed. If we cannot satisfy these financial covenants, we would be prohibited under our credit agreement from engaging in certain activities, such as incurring additional indebtedness, paying dividends, making certain payments, and acquiring and disposing of assets. Consequently, Adjusted EBITDA is critical to the assessment of our liquidity.

Management uses Adjusted Cash Flow to evaluate its ability to generate cash, to evaluate the performance of the business and to evaluate the Company’s performance as compared to its peer group. Management also uses Adjusted Cash Flow to compare its performance against non-GAAP adjusted net income measures used by many companies in the biopharmaceutical industry, even though each company may customize its own calculation and therefore one company’s metric may not be directly comparable to another’s. We believe that non-GAAP financial measures, including Adjusted Cash Flow, are frequently used by sell-side research analysts, investors, and other interested parties to evaluate companies in our industry.

The non-GAAP financial measures used in this prospectus have limitations as analytical tools, and you should not consider them in isolation or as a substitute for the analysis of our results as reported under GAAP. For more information regarding these non-GAAP financial measures and a reconciliation of such measures to comparable GAAP financial measures, see “Selected Historical Financial Data—Non-GAAP Reconciliations.”

 

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PROSPECTUS SUMMARY

This summary highlights some of the information in this prospectus. This summary may not contain all of the information that you should consider before deciding to invest in our Class A ordinary shares. You should read this entire prospectus carefully, including the “Risk Factors” section and the consolidated financial statements and the notes to those statements.

Overview

We are the largest buyer of biopharmaceutical royalties and a leading funder of innovation across the biopharmaceutical industry. Since our founding in 1996, we have been pioneers in the royalty market, collaborating with innovators from academic institutions, research hospitals and not-for-profits through small and mid-cap biotechnology companies to leading global pharmaceutical companies. We have assembled a portfolio of royalties which entitles us to payments based directly on the top-line sales of many of the industry’s leading therapies, including Imbruvica, Januvia, Kalydeco, Trikafta, Truvada, Tysabri and Xtandi. We fund innovation in the biopharmaceutical industry both directly and indirectly—directly when we partner with companies to co-fund late-stage clinical trials and new product launches in exchange for future royalties, and indirectly when we acquire existing royalties from the original innovators. We believe that our significant scale, flexible business model and extensive expertise uniquely position us to take advantage of the increasing innovation in the biopharmaceutical industry. We seek to create favorable outcomes for all parties and play an important role in providing capital to the biopharmaceutical ecosystem that supports innovation and positively impacts human health.

Since our founding in 1996 through December 31, 2019, we have deployed a total of $18 billion of cash to acquire biopharmaceutical royalties. We estimate that this represents more than 50% of all royalty transactions during this period. Our portfolio today consists of royalties on more than 45 marketed therapies and four development-stage product candidates. The therapies in our portfolio address therapeutic areas such as rare diseases, oncology, neurology, HIV, cardiology and diabetes, and are delivered to patients across both primary and specialty care settings. In 2019, a total of 22 therapies in our portfolio each generated 2019 end-market sales of more than $1 billion, including seven therapies that each generated 2019 end-market sales of more than $3 billion. In 2019, we generated operating cash flow of $1.67 billion, Adjusted Cash Receipts of $2.11 billion and Adjusted Cash Flow of $1.64 billion. Between 2012 and 2019, we grew our Adjusted Cash Receipts at a compound annual growth rate (“CAGR”) of 11%.

Our business is supported by significant growth and unprecedented innovation within the biopharmaceutical industry. Global prescription pharmaceutical sales are expected to grow from approximately $875 billion in 2019 to approximately $1.2 trillion in 2024, representing a CAGR of 7%, according to EvaluatePharma despite nearly $100 billion in cumulative sales being lost to expected patent expiries during the same period. The growth of the biopharmaceutical industry is driven by global, secular trends, including population growth, increasing life expectancy and growth of the middle classes in emerging markets. In addition, a dramatic acceleration of medical research in recent years has led to a better understanding of the molecular origins of disease and identification of potential targets for therapeutic intervention. This has created research and development opportunities for new drugs. The significant pace of biopharmaceutical innovation coupled with the proliferation of new biotechnology companies and the increasing cost of drug development has created a significant capital need over recent years that we believe will provide a sustainable tailwind for our business.

Royalties play a fundamental and growing role in the biopharmaceutical industry. As a result of the increasing cost and complexity of drug development, the creation of a new drug today typically involves a number of industry participants. Academia and other research institutions conduct basic research and license new technologies to industry for further development. Biotechnology companies typically in-license these new



 

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technologies, add value through applied research and early-stage clinical development, and then either out-license the resulting development-stage product candidates to large biopharmaceutical companies for late-stage clinical development and commercialization, or commercialize the products themselves. As new drugs are transferred along this value chain, royalties are created as compensation for the licensing or selling institutions. Biotechnology companies are also increasingly creating royalties on existing products within their portfolios, known as synthetic royalties, in order to provide a source of non-dilutive capital to fund their businesses. As a result of this industry paradigm, the development of a single new drug can lead to the creation of multiple royalties. Given our leadership position within the royalty sector, we are able to capitalize on the growing volumes of royalties that are created as new therapies are developed to address unmet medical needs.

Our capital-efficient business model enables us to benefit from many of the most attractive characteristics of the biopharmaceutical industry, including long product life cycles, significant barriers to entry and noncyclical revenues, but with substantially reduced exposure to many common industry challenges such as early stage development risk, therapeutic area constraints, high research and development costs, and high fixed manufacturing and marketing costs. We have a highly flexible approach that is agnostic to both therapeutic area and treatment modality, allowing us to acquire royalties in the most attractive therapies across the biopharmaceutical industry. The success of our business has been the result of a focused strategy of actively identifying and tracking the development and commercialization of key new therapies, allowing us to move quickly to make acquisitions when opportunities arise. We acquire royalties on approved products, often in the early stages of their commercial launches, and development-stage product candidates with strong proof of concept data, mitigating development risk and expanding our opportunity set.

We are dedicated to the identification, evaluation and acquisition of attractive royalties and royalty-related assets. We have demonstrated a consistent ability to identify and acquire royalties on leading biopharmaceutical therapies. In our first decade of operations, we acquired royalties on premier therapeutic areas and drug classes, including oncology (Neulasta, Neupogen, Rituxan), neuropathic pain (Lyrica), HIV (Biktarvy, Genvoya, Prezista, Symtuza, Truvada, Atripla) and TNF inhibitors (Humira, Remicade, Cimzia). More recently, we have acquired royalties on a new wave of leading therapies, including both approved products and development-stage product candidates in cystic fibrosis (Kalydeco, Orkambi, Symdeko, Trikafta), oncology (Ibrance, Imbruvica, Trodelvy (sacituzumab govitecan-hziy), Tazverik, Xtandi), multiple sclerosis (Tecfidera, Tysabri) and migraine (Emgality, Nurtec ODT (rimegepant), vazegepant), among others. Going forward, we believe we are well positioned to continue to acquire royalties on leading therapies from across the biopharmaceutical industry to generate sustainable growth and create long-term value for our shareholders.



 

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We believe that we have established ourselves as a partner of choice across the entire biopharmaceutical ecosystem, collaborating with a wide array of institutions to fund innovation. The graphic below provides examples of the broad array of companies and institutions from which we have acquired royalties, and the leading therapies on which we have acquired royalties. The therapies shown reflect examples from our current portfolio as well as earlier acquisitions.

 

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Our Portfolio

Our current portfolio includes royalties on more than 45 commercial products and four development-stage product candidates. Growth Products are defined as royalties with a duration expiring after December 31, 2020. We define all other royalties on approved products as Mature Products. The following table provides an overview of our current portfolio of royalties:

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Our Strengths

We believe that the following elements of our business and product portfolio provide a unique and compelling proposition to investors seeking exposure to the biopharmaceutical sector.

 

   

Our portfolio provides direct exposure to a broad array of blockbuster therapies. Our portfolio of royalties entitles us to payments based directly on the top-line sales of more blockbuster therapies than any other global biopharmaceutical company. In 2019, our portfolio included royalties on 22 therapies that each have estimated end-market sales of more than $1 billion, including seven therapies that each have estimated end-market sales of more than $3 billion.

 

   

Our portfolio is highly diversified across products, therapeutic areas and marketers. Our portfolio consists of royalties on more than 45 marketed biopharmaceutical therapies which address a wide range of therapeutic areas, including rare diseases, oncology, neurology, HIV, cardiology and diabetes. In the year ended December 31, 2019, while the top five therapies accounted for 56% of our royalty receipts (excluding receipts from Tecfidera milestone payments), no individual therapy accounted for more than 16% of our royalty receipts, no therapeutic area accounted for more than 22% of our royalty receipts and no marketer represented more than 20% of our royalty receipts.

 

   

The key growth-driving royalties in our portfolio are protected by long patent lives. The estimated weighted average royalty duration of our portfolio is approximately 15 years based on projected cumulative cash royalty receipts. Our largest marketed royalty in 2019 was on Vertex’s cystic fibrosis franchise, and existing patent applications covering Trikafta, the most significant product in that franchise, are expected to provide exclusivity through 2037. Several of our marketed royalties have unlimited durations and could provide cash flows for many years after key patents have expired.

 

   

We have a long track record of identifying and acquiring royalties on blockbuster therapies and growing our royalty receipts. Between 2017 and 2019, royalty receipts from our Growth Portfolio grew at a CAGR of nearly 40%. Between 2012, when we began acquiring royalties on development-stage product candidates, and 2019, we grew our Adjusted Cash Receipts from $1.0 billion to $2.1 billion, reflecting a CAGR of 11%. Since the beginning of 2012 through 2019, we deployed $13.0 billion of cash to acquire new royalties, representing average annual royalty acquisitions of $1.6 billion. These acquisitions have added more than 25 new royalties to our portfolio, including ten royalties on therapies with estimated 2019 end market sales of more than $1 billion, representing an average of more than one new blockbuster per year. We are selective in the royalties that we acquire, and a number of our royalty assets have outperformed sell-side equity research analysts’ consensus forecasts, allowing us to capture upside that was under-appreciated by the market.

 

   

We have a simple and highly efficient operating model which generates substantial cash flow for reinvestment in new biopharmaceutical royalties. Our capital-efficient operating model requires limited operating expenses and no material capital investment in fixed assets or infrastructure in order to support the ongoing growth of our business. As a result, we generate high Adjusted Cash Flow relative to our Adjusted Cash Receipts and we convert the vast majority of our Adjusted Cash Flow into operating cash flow. Between 2015 and 2019, we generated a total of $11.1 billion of Adjusted Cash Receipts and $8.9 billion of Adjusted Cash Flow. Our high cash flow conversion provides us with significant capital that we can deploy within our business. Our primary focus for capital deployment is on royalty acquisitions, through which we believe we can continue to grow our Adjusted Cash Receipts and Adjusted Cash Flow and to create significant value for our shareholders.



 

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Our business model captures many of the most attractive aspects of the biopharmaceutical industry, but with reduced exposure to many common industry challenges. The biopharmaceutical industry benefits from a number of highly attractive characteristics, including long product life cycles, significant barriers to entry and non-cyclical revenues. We have a highly flexible approach that is agnostic to both therapeutic area and treatment modality, allowing us to acquire royalties on the most attractive therapies from across the biopharmaceutical industry. We focus on the acquisition of royalties on approved products or development-stage product candidates that have generated strong proof of concept data, avoiding the risks associated with early stage research and development. By acquiring royalties, we are able to realize payments based directly on the top-line sales of leading biopharmaceutical therapies, without the costs associated with fixed research and development, manufacturing and commercial infrastructure.

 

   

Our unique role in the biopharmaceutical ecosystem positions us to benefit from multiple compounding growth drivers. As a result of our significant scale and highly flexible business model, we believe that we are uniquely positioned to capitalize on multiple compounding growth drivers: an accelerating understanding of the molecular origins of disease, technological innovation leading to the creation of new treatment modalities, increasing number of biopharmaceutical industry participants with significant capital needs, competitive industry dynamics which reward companies that can rapidly execute broad clinical development programs, increasing FDA drug approvals which reached an all-time high in 2018 and the potential for multiple royalties to be created from each new drug that reaches the market.

 

   

We have the ability to capitalize on innovation from across the biopharmaceutical ecosystem. Our approach is to first assess innovative science in areas of significant unmet medical need and then evaluate how to acquire royalties on therapies that we believe are attractive. We closely follow a broad range of therapeutic areas and treatment modalities and are therefore able to move quickly when we identify compelling opportunities to acquire new royalties. We believe that we have established ourselves as a partner of choice to the biopharmaceutical industry, extending from innovators from academic institutions, research hospitals and not-for-profits through small and mid-cap biotechnology companies to leading global pharmaceutical companies.

 

   

We have a talented, long-tenured team with deep relevant experience. Our team has significant experience identifying, evaluating and acquiring royalties on biopharmaceutical therapies. Together they have been responsible for $18 billion of acquisitions of biopharmaceutical royalties and related assets from 1996 through 2019. Our acquisitions have included many of the industry’s leading therapies across the past three decades, such as Humira, Imbruvica, Trikafta, Lyrica, Tecfidera, Xtandi, Neupogen and Rituxan, among others.

Our Competitive Advantages

We believe that we have established a number of significant competitive advantages that will enable us to further advance our leadership position and our status as a partner of choice to the biopharmaceutical ecosystem.

 

   

We are the leader in acquiring biopharmaceutical royalties. Since our founding in 1996 through December 31, 2019, we deployed $18 billion of cash for royalty acquisitions. We estimate this to represent a market share of more than 50% by value during that period. This compares to our next nearest competitor, which we believe has executed $2.4 billion of transactions, which we estimate to represent market share of 7% during that period. Since 1996, we have executed 11 of the 13 royalty transactions that have occurred with an aggregate value of more than $500 million, representing estimated market share of more than 80% in this transaction size range.

 

   

We have deep access to attractively priced investment grade debt that provides a significant cost of capital advantage. We believe that we have an attractive cost of capital that enables us to acquire high-quality biopharmaceutical royalties at competitive prices while still creating value for our shareholders.



 

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As of May 22, 2020, we had an aggregate of $6.0 billion of secured credit facilities in place with a blended cost of 1.8%, based on London Interbank Offered Rates (“LIBOR”).

 

   

We have a highly flexible business model that provides multiple avenues to sustain the growth of our royalty receipts. Our model allows us to invest across a wide range of parameters, including therapeutic area, treatment modality, development-stage and transaction structure. We seek to acquire royalties on the most innovative and high potential therapies across the biopharmaceutical industry, including multiple products per therapeutic class. Our broad scope maximizes our total addressable market and has allowed us to provide a broad range of solutions to our partners across the biopharmaceutical ecosystem.

 

   

We seek to provide a “win-win” solution for our partners. We believe that our ability to provide mutually beneficial outcomes for our partners is important for the ongoing success of our business and for the maintenance of our leadership position within our industry. We believe that we are able to provide these favorable outcomes as a result of our flexible business model, which enables us to tailor our approach to match the specific needs of our partners.

 

   

We have highly differentiated transaction capabilities. We have deep experience in royalty valuation, transaction structuring and transaction execution, as well as extensive knowledge across a wide range of therapeutic areas, drug classes and treatment modalities. We have established streamlined internal processes that allow us to quickly assess and gain conviction in the value of assets when opportunities arise and execute transactions efficiently. This enables us to provide our partners with a high degree of transaction certainty.

Our Growth Strategies

We intend to grow our business by continuing to be a partner of choice to constituents across the biopharmaceutical value chain, extending our leadership position in biopharmaceutical royalties and continuing to expand our role funding innovation within the biopharmaceutical industry. The key elements of our growth strategy are summarized below.

 

   

Continue to acquire royalties on approved products which provide dependable cash flows. The biopharmaceutical industry is undergoing a period of strong growth and unprecedented innovation. We intend to capitalize on this innovation by continuing to acquire royalties on approved products, particularly those that are early in their life cycles, so that we can participate in the growth that is generated as they penetrate their markets, and enter new indications or geographies.

 

   

Acquire royalties on attractive development-stage product candidates in the late-stages of clinical development. We intend to continue to supplement our diverse portfolio of royalties on approved products with acquisitions of royalties on development-stage product candidates that have generated strong clinical proof of concept data. We seek to acquire royalties on innovative development-stage product candidates in the late-stages of clinical development, in order to minimize risk while providing attractive upside potential. There are a number of different approaches that we can utilize to acquire such royalties. We can collaborate directly with the innovator to acquire a new synthetic royalty, monetize an existing royalty held by an innovator that has out-licensed a development-stage product candidate, or provide capital to an innovator to co-fund clinical development of a development-stage product candidate in exchange for a share of future product sales, if approved.

 

   

Further expand our market opportunity by acquiring royalties in connection with M&A transactions. We acquire royalties in connection with merger and acquisition (“M&A”) transactions, in some cases from the buyers of biopharmaceutical companies when they dispose of the non-strategic assets of the target company following the closing of the acquisition. We also seek to partner with biopharmaceutical companies to acquire other biopharmaceutical companies that own significant royalties. We may also seek to acquire biopharmaceutical companies that have significant royalties or with products that could be out-licensed to create a royalty.



 

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Continue to grow our network of partners, particularly outside the United States. Given the significant growth of the biopharmaceutical ecosystem globally, we are expanding our network of relationships with potential partners in regions outside the United States. Based on data from EvaluatePharma, we estimate that between 2015 and 2019, there were more than $300 billion in biopharmaceutical out-licensing transactions, where a value was disclosed, including approximately 50% or $150 billion involving licensors based outside the United States. This creates additional opportunities for us to partner with these licensors to acquire the royalties that typically result from such licensing transactions.

 

   

Maintain our strong and cohesive company culture as we grow. We have a strong, collaborative and cohesive culture that we have established over the 23 years since our founding. Our culture is defined by a focus on teamwork, creativity and rigorous thought, as well as a commitment to funding innovation in the biopharmaceutical industry which ultimately seeks to improve the lives of patients. As we become a public company and embark on the next stage of our growth, we are committed to maintaining this culture as we believe it is critical to our ongoing success.

Our Opportunity

We are able to capitalize on the growing volumes of royalties that are created as new therapies move through the drug development value chain. We are also able to provide tailored solutions to the specific needs of the parties within the biopharmaceutical ecosystem. These parties include:

 

   

Academic Institutions, Research Hospitals and Not-for-Profits—We acquire existing royalties, typically in order to facilitate the diversification of asset portfolios and/or to provide funds for the support of ongoing scientific research or major capital projects.

 

   

Small and Mid-Sized Biotechnology Companies—We provide non-dilutive financing through the acquisition of existing royalties, the acquisition of new synthetic royalties or the funding of clinical trials in exchange for future royalties.

 

   

Global Biopharmaceutical Companies—We acquire non-strategic, passive royalties or provide funding for clinical trials in exchange for future royalties.

Our Approach

Our approach is to first assess innovative science in areas of significant unmet medical need and then evaluate how to acquire royalties on therapies that we believe are attractive. Our team of scientific experts actively monitors the evolving treatment landscape across many therapeutic areas and treatment modalities in order to identify new opportunities. We analyze a wide range of scientific data and stay in constant communication with leading physicians, scientists, biopharmaceutical executives and venture capital firms. This allows us to quickly assess and gain conviction in the value of assets when acquisition opportunities arise. Our focus is to create significant long-term value for our shareholders by acquiring both approved products and development-stage product candidates through a variety of structures. This will enable us to continue building a well-diversified portfolio of royalties on leading products.

Our History and Team

Since our inception in 1996, Royalty Pharma has been a leader in establishing royalties as a new source of funding in the biopharmaceutical industry. The significant success of our business has been the result of a singular, focused strategy of actively identifying and tracking the development and commercialization of key new therapies for the treatment of diseases with significant unmet medical needs and revenue potential, and sourcing, evaluating and acquiring long duration royalties on those products.



 

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We have sought to continuously adapt and evolve our strategy, business model and capital structure in order to expand our market opportunity, enhance our competitive advantage, optimize our cost of capital and continue to create significant value for our shareholders. Royalty Pharma was initially founded as a finite-life, serial fund. In 2004, Royalty Pharma converted into an evergreen business, with an indefinite life, and created the first securitization debt facility backed by pharmaceutical royalties. In 2007, Royalty Pharma converted its securitization debt facility into a syndicated term loan facility. Each of these changes has led to a lower blended cost of capital and ever greater scale, further driving our ability to deploy capital and capture market share. We believe that our initial public offering is the next logical step in the evolution of our strategy, business model and capital structure.

The graphic below provides additional detail on the scale of our royalty acquisitions and market share across these three phases of our history.

 

 

 

LOGO

 

1.

Data reflects full announced transaction values; total royalty acquisitions and estimated market share shown to current; average annual royalty acquisitions as of year-end 2019

The Manager

Since the inception of our business, all aspects of our business and operations have been conducted by RP Management, LLC, a Delaware limited liability company (the “Manager”), pursuant to advisory and management agreements. Mr. Legorreta, our Chief Executive Officer and the Chairman of our Board, and our other key advisory professionals are employees of the Manager. The Manager is an “investment adviser” registered with the U.S. Securities and Exchange Commission (the “SEC”) under the U.S. Investment Advisers Act of 1940. In connection with this offering, we, RP Holdings and RPI will each enter into a management agreement with the Manager (collectively, the “Management Agreement”). The Manager (or an affiliate of the Manager) will receive a quarterly Operating and Personnel Payment (as defined herein) in cash pursuant to the Management Agreement. We have no personnel of our own and the Operating and Personnel Payment is intended to fund operating and personnel costs of the Manager and its affiliates. The Operating and Personnel Payment is equal to 6.5% of the Adjusted Cash Receipts for such quarter and 0.25% of the GAAP value of our security investments as of the end of such quarter. In addition, EPA Holdings (as defined herein), an affiliate of the Manager, will be entitled, subject to applicable law, through its ownership of RP Holdings Class C Special Interests, to future quarterly equity distributions from Royalty Pharma Holdings Ltd. (“RP Holdings”) of RP Holdings Class B Interests based on our performance, which will be exchanged for our Class A ordinary shares. The equity distributions are made on a portfolio-by-portfolio basis (with portfolios comprised of investments made during sequential two-year periods) and are equal to, in respect of each portfolio, 20% of the Net Economic Profit (defined as the aggregate cash receipts for all new portfolio investments in such portfolio less Total Expenses (defined as interest expense, operating expense and recovery of acquisition



 

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cost in respect of such portfolio)) for such portfolio for the applicable measuring period (“Equity Performance Awards”). We do not currently expect any material Equity Performance Awards resulting in the issuance of such Class A ordinary shares to be made until the late 2020s. See “Certain Relationships and Related Party Transactions.”

The Reorganization Transactions

We are a newly formed English public limited company created for the purpose of consolidating our predecessor entities and facilitating this offering. Immediately after the consummation of the Reorganization Transactions (as defined below) and this offering our principal asset will be our ownership of all of the RP Holdings Class A Interests.

The diagram below depicts our organizational structure immediately following this offering. The diagram is provided for illustrative purposes only and does not represent all legal entities affiliated with our organizational structure.

 

 

LOGO

Pursuant to an exchange offer transaction that was consummated on February 11, 2020, indirect investors in Old RPI were offered the opportunity to exchange their indirect investments in Old RPI for limited partnership interests in RPI US Partners 2019, LP (the “Continuing US Investors Partnership”) and RPI International Holdings 2019, LP (the “Continuing International Investors Partnership” and together with the Continuing US Investors Partnership, the “Continuing Investors Partnerships”). The exchange offer transaction, together with (i) the concurrent incurrence of indebtedness under our new credit facility and (ii) the issuance of additional interests in Continuing Investors Partnerships to satisfy performance payments payable in respect of assets acquired prior to the date of this offering, are referred to as the “Exchange Offer Transactions.” As used in this prospectus, “Continuing Investors” refers to the investors who have received limited partnership interests in the Continuing Investors Partnerships prior to this offering. The Continuing Investors Partnerships own, directly or indirectly, all of the outstanding RP Holdings Class B ordinary shares, which will be initially held through a depositary. We refer to the RP Holdings Class B ordinary shares or the depositary receipts that represent them as the “RP Holdings Class B Interests.” As a result of the Exchange Offer Transactions, a wholly-owned subsidiary of RP Holdings owns 82% of the economic interest in Old RPI. Investors that did not elect to participate in the Exchange Offer Transactions



 

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continue to own their interests in Old RPI, which will cease to make new investments after June 30, 2020. From the Exchange Date until the expiration of the investment period of RPI US Partners, LP; RPI US Partners II, LP; RPI International Partners, LP; and RPI International Partners II, LP (the “Legacy Investors Partnerships”) on June 30, 2020 (the “Legacy Date”), RPI will participate proportionately with the Legacy Investors Partnerships in any acquisition made by Old RPI. Following the Legacy Date, Old RPI will cease making new acquisitions.

Prior to, and as a condition precedent to the closing of this offering, various reorganization transactions will be effected, including the following:

 

   

the Exchange Offer Transactions; and

 

   

the execution of the Management Agreement with the Manager.

We refer to these transactions collectively as the “Reorganization Transactions.”

Summary of the Offering Structure

 

   

This offering is being conducted through what is commonly referred to as an “Up-C” structure, which is often used by partnerships and limited liability companies when they decide to undertake an initial public offering.

 

   

After the completion of this offering, we will operate and control the business affairs of RP Holdings through our ownership of 100% of RP Holdings’ Class A ordinary shares (the “RP Holdings Class A Interests”), conduct our business through RP Holdings and its subsidiaries and include RP Holdings and its subsidiaries in our consolidated financial statements.

 

   

Investors in this offering will purchase our Class A ordinary shares.

 

   

Upon completion of this offering, the Continuing Investors Partnerships will hold a number of our Class B shares equal to the number of RP Holdings Class B Interests held by them at such time. Our Class B shares will not be publicly traded and will not entitle holders to receive dividends or distributions upon a liquidation, dissolution or winding up of the Company. However, the RP Holdings Class B Interests will be entitled to dividends and distributions.

 

   

Our Class A ordinary and Class B shares will vote together as a single class on all matters submitted to a vote of shareholders, except as otherwise required by applicable law, with each share entitled to one vote.

 

   

Continuing International Investors Partnership and Continuing US Investors Partnership will, upon instruction of any of their partners from time to time following the consummation of the offering, distribute the RP Holdings Class B Interests held on behalf of such partner that are subject to such instruction which will then be exchanged for our Class A ordinary shares (subject to the terms of the underwriters’ “lock-up” agreements described in “Underwriting”). Pursuant to agreements with the Continuing Investors Partnerships, certain of the Continuing Investors have agreed to exchange, shortly before or upon consummation of this offering, interests in the Continuing Investors Partnerships into an aggregate of          Class A ordinary shares representing     % of the total outstanding Class A ordinary shares after giving effect to the offering.

 

   

As a result of the Reorganization Transactions and this offering, upon completion of this offering:

 

   

Our Class A ordinary shares will be held as follows:

 

   

                 shares (or                  shares if the underwriters exercise in full their option to purchase additional Class A ordinary shares) by investors in this offering.

 

   

Our Class B shares (together with the same number of RP Holdings Class B Interests) will be held as follows:

 

   

                 shares by the Continuing Investors Partnerships.



 

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The combined voting power in the Company will be as follows:

 

   

    % by investors in this offering (or     % if the underwriters exercise in full their option to purchase additional Class A ordinary shares); and

 

   

    % by the Continuing Investors Partnerships (or     % if the underwriters exercise in full their option to purchase additional Class A ordinary shares). The Continuing Investors will have the right to cause the Continuing Investors Partnerships to vote their allocable portion of Class B shares held on their behalf in the manner directed by them.

See “Risk Factors—Risks Relating to Our Organization and Structure,” “Organizational Structure” and “Certain Relationships and Related Party Transactions.”

Risk Factors

Before you invest in our Class A ordinary shares, you should carefully consider all the information in this prospectus, including matters set forth under the heading “Risk Factors.” These risks and uncertainties include factors related to:

 

   

sales risks of biopharmaceutical products on which we receive royalties;

 

   

the ability of the Manager to identify suitable assets for us to acquire;

 

   

uncertainties related to the acquisition of interests in development-stage biopharmaceutical product candidates and our strategy to add development-stage product candidates and late stage funding opportunities to our product portfolio;

 

   

the assumptions underlying our business model;

 

   

our ability to successfully execute our royalty acquisition strategy;

 

   

our ability to leverage our competitive strengths;

 

   

actual and potential conflicts of interest with the Manager and its affiliates;

 

   

the ability of the Manager or its affiliates to attract and retain highly talented professionals;

 

   

our expected status as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes and the resulting consequences to U.S. investors, including in the case that a “qualified electing fund” election is not timely made with respect to us;

 

   

the effect of changes to tax legislation and our tax position; and

 

   

the risks, uncertainties and other factors we identify in “Risk Factors” and elsewhere in this prospectus and in our filings with the SEC.

Corporate Information

Our predecessor was founded in 1996 and we were incorporated under the laws of England and Wales on February 6, 2020. We are a newly formed company, previously had no material assets and have not engaged in any business or other activities except in connection with the Reorganization Transactions described under “Organizational Structure.” Our principal executive offices are located at 110 East 59th Street, New York, NY 10022, and our telephone number is (212) 883-0200. Our Internet site is www.royaltypharma.com. Our website and the information contained therein or connected thereto is not incorporated into this prospectus or the registration statement of which it forms a part. Our agent for service in the United States is CSC North America located at 251 Little Falls Drive, Wilmington, Delaware, 19808.



 

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OFFERING

 

Class A ordinary shares offered by us

             shares.

 

Option to purchase additional Class A ordinary shares

We have granted the underwriters an option to purchase up to an additional              Class A ordinary shares, exercisable for 30 days after the date of this prospectus.

 

Class A ordinary shares to be outstanding after this offering

             shares (or              shares if the underwriters exercise in full their option to purchase additional Class A ordinary shares from us). If all then outstanding RP Holdings Class B Interests were exchanged for newly issued Class A ordinary shares on a one-for-one basis, Class A ordinary shares (or              shares if the underwriters’ option is exercised in full) would be outstanding.

 

Class B shares to be outstanding after this offering

             shares.

 

Voting power held by holders of Class A ordinary shares after giving effect to this offering

    % (or     % if the underwriters exercise in full their option to purchase additional Class A ordinary shares from us).

 

Voting power held by holders of Class B shares after giving effect to this offering

    % (or     % if the underwriters exercise in full their option to purchase additional Class A ordinary shares from us).

 

Use of proceeds

We estimate that the net proceeds to us from the sale of our Class A ordinary shares in this offering will be approximately $            , or approximately $             if the underwriters exercise their option to purchase additional Class A ordinary shares in full, assuming an initial public offering price of $            per share (the midpoint of the range set forth on the cover page of this prospectus), after deducting estimated underwriting discounts and commissions and estimated offering expenses. Each $1 increase (decrease) in the public offering price per share would increase (decrease) our net proceeds, after deducting estimated underwriting discounts and commissions, by $            million (assuming no exercise of the underwriters’ option to purchase Class A additional shares).

 

  We intend to use the net proceeds from the sale of our Class A ordinary shares to acquire royalties and for general corporate purposes. See “Use of Proceeds.”

 

Proposed symbol

“            ”

 

Voting rights

Each of our Class A ordinary shares and Class B shares entitles its holder to one vote on all matters to be voted on by our shareholders.


 

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Holders of our Class A ordinary shares and Class B shares will vote together as a single class on all matters presented to our shareholders for their vote or approval, except as otherwise required by applicable law. See “Description of Share Capital.”

 

  The Continuing Investors Partnerships, which own all of our outstanding Class B shares, will vote such shares as directed by the Continuing Investors.

 

Dividends

We currently intend to pay quarterly cash dividends following the offering beginning at the end of September and for each quarter thereafter. Assuming that              Class A ordinary shares are outstanding after this offering, we anticipate that the amount of our quarterly cash dividends will be $            per share.

 

  Immediately following this offering, we will be a holding company, and our principal asset will be a controlling equity interest in RP Holdings. If we decide to pay a dividend, to the extent permitted by applicable law, we will need to cause RP Holdings to make distributions to us in an amount sufficient to cover such dividend and RP Holdings will need to cause its subsidiaries to make distributions in an amount sufficient to cover such dividend payable by it. If RP Holdings makes such distributions to us, the Continuing Investors Partnerships will be entitled to receive pro rata distributions on their RP Holdings Class B Interests.

 

  Subject to the foregoing, the payment of any interim dividends by us will be at the sole discretion of our board of directors, which may change our dividend policy at any time, and will be paid out of our distributable reserves. Our board of directors will take into account general economic and business conditions, our strategic plans and prospects, our business and asset acquisition opportunities, our financial condition and operating results, working capital requirements and anticipated cash needs, contractual restrictions and obligations (including our Senior Secured Credit Facilities, defined herein), legal, tax and regulatory restrictions, other constraints on the payment of dividends by us to our shareholders, and such other factors as our board of directors may deem relevant.

 

For limitations on our ability to pay dividends, see “Dividend Policy.”

 

Taxation

We generally do not expect to be subject to Irish or U.S. federal income taxation, or to be subject to a material amount of taxation in the U.K. or any other jurisdiction. We will be classified as a corporation for U.S. federal income tax purposes and expect to be treated as a passive foreign investment company (“PFIC”), for U.S. federal income tax purposes. Assuming we are a PFIC, a shareholder that is otherwise subject to U.S. federal income taxation will be subject to certain adverse tax consequences as a result of owning our Class A ordinary shares, including in connection with



 

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certain distributions and dispositions, unless it makes certain PFIC-related elections, including an election to recognize its pro rata share of our income on a current basis as though it were deemed distributed to it and to pay taxes on such deemed distribution regardless of whether we make actual cash distributions during the taxable year. Although we currently intend to make annual cash distributions in an amount sufficient to cover the anticipated U.S. federal, state and local income tax liabilities of our shareholders in respect of their pro rata share of such income, it is possible that such tax liabilities will exceed the cash dividends that such shareholders receive from us. See “Material Tax Considerations—Material U.S. Federal Income Tax Considerations—Taxation of Shareholders—Taxable U.S. Holders—Passive Foreign Investment Companies” and “Dividend Policy.”

 

Leverage

We currently utilize, and expect to continue to utilize, leverage and are therefore exposed to risks related to our leverage. The use of leverage magnifies the potential for loss and may increase the risks associated with investing in our Class A ordinary shares. See “Risk Factors—Risks Relating to Our Business—We use leverage in connection with our capital deployment, which magnifies the potential for loss if the royalties acquired do not generate sufficient income to us.”

 

Operating and personnel payment

We will pay the Manager a quarterly Operating and Personnel Payment pursuant to the Management Agreement. We have no personnel of our own and the Operating and Personnel Payment is intended to fund operating and personnel costs of the Manager and its affiliates. The Operating and Personnel Payment is based on Adjusted Cash Receipts and the value of certain investments and will not be subject to adjustment based on actual operating and personnel expenses of the Manager. See “Certain Relationships and Related Party Transactions—Management Agreement.”

 

Equity performance awards

EPA Holdings, an affiliate of the Manager, holds all of the RP Holdings Class C Special Interests which entitles it to the Equity Performance Awards based on our performance. See “Certain Relationships and Related Party Transactions—Equity Performance Awards.”

 

Exchange agreement

Continuing International Investors Partnership and Continuing US Investors Partnership will, upon instruction of any of their partners from time to time following the consummation of the offering, distribute the RP Holdings Class B Interests held on behalf of such partner that are subject to such instruction which will then be exchanged for our Class A ordinary shares (subject to the terms of the underwriters’ “lock-up” agreements). Pursuant to agreements with the Continuing Investors Partnerships, certain of the Continuing Investors have agreed to exchange, shortly before or upon consummation of this offering, interests in the Continuing Investors Partnerships into an aggregate of          Class A ordinary shares representing     % of the



 

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total outstanding Class A ordinary shares after giving effect to the offering.

 

Risk Factors

See “Risk Factors” for a discussion of risks you should consider carefully before deciding to invest in our Class A ordinary shares.

Unless we specifically state otherwise, the information in this prospectus does not take into account:

 

   

the issuance of up to              Class A ordinary shares issuable upon exercise of the underwriters’ option to purchase additional Class A ordinary shares from us; and

 

   

the issuance of up to              Class A ordinary shares issuable upon exchange of the same number of RP Holdings Class B Interests that will be held by the Continuing Investors Partnerships immediately following this offering.



 

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SUMMARY HISTORICAL AND PRO FORMA FINANCIAL AND OTHER DATA

The following tables set forth summary historical financial and other data of Old RPI for the periods presented. Royalty Pharma plc was formed as an English company on February 6, 2020 and has not, to date, conducted any activities other than those incident to its formation and the preparation of this prospectus and the registration statement of which this prospectus forms a part.

The following tables set forth certain summary historical consolidated financial and other data of Old RPI as of the dates and for the periods indicated. The business of Old RPI is the predecessor of Royalty Pharma plc for financial reporting purposes. The historical financial data as of and for the years ended December 31, 2019, 2018 and 2017 were derived from the audited consolidated financial statements of Old RPI included elsewhere in this prospectus. The historical financial data as of and for the years ended December 31, 2016 and 2015 were derived from the audited consolidated financial statements that do not appear in this prospectus.

The historical financial data as of March 31, 2020 and for the three months ended March 31, 2020 and 2019 were derived from the unaudited interim condensed consolidated financial statements included elsewhere in this prospectus.

The unaudited pro forma information gives effect to (i) the Reorganization Transactions described under “Organizational Structure,” and (ii) the sale of                Class A ordinary shares in this offering and the application of the net proceeds from this offering, as if each had been completed as of December 31, 2019, in the case of the unaudited pro forma consolidated balance sheet data as of December 31, 2019, and as of January 1, 2019 with respect to the unaudited pro forma combined consolidated statements of operations data. See “Unaudited Pro Forma Financial Information” and “Capitalization.”



 

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The summary historical and pro forma financial and other data presented below do not purport to be indicative of the results that can be expected for any future period and should be read together with “Capitalization,” “Unaudited Pro Forma Financial Information,” “Selected Historical Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Royalty Pharma Investments’ financial statements and related notes thereto included elsewhere in this prospectus.

 

($ in thousands)

  Pro
Forma(1)(2)
    Year Ended December 31,     Three months ended
March 31,
 
    2019     2019     2018     2017     2016     2015     2020     2019  

Consolidated Results of Operations Data:

               

Income and other revenues:

               

Income from financial royalty assets

  $ 1,648,837     $ 1,648,837     $ 1,524,816     $ 1,539,417     $ 1,502,088     $ 1,484,041     $ 462,844     $ 382,216  

Revenue from intangible royalty assets

    145,775       145,775       134,118       38,090       373,591       166,668       34,983       43,246  

Other royalty income

    19,642       19,642       135,960       20,423       1,731       1,711       3,052       9,421  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total income and other revenues

    1,814,254       1,814,254       1,794,894       1,597,930       1,877,410       1,652,420       500,879       434,883  

Operating expenses:

               

Research and development funding expense

    83,036       83,036       392,609       117,866       91,021       98,381       7,639       22,991  

Provision for changes in expected cash flows from financial royalty assets

    (1,019,321     (1,019,321     (57,334     400,665       925,800       570,183       88,012       (50,033

Amortization of intangible assets

    23,924       23,924       33,267       33,267       68,203       68,160       5,733       6,599  

General and administrative expenses

    163,519       103,439       61,906       106,440       69,512       121,418       38,065       24,426  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

    2,563,096       2,623,176       1,364,446       939,692       722,874       794,278       361,430       430,900  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to controlling interest

                         $ 2,348,535     $ 1,377,729     $ 1,210,025     $ 565,907     $ 581,426     $ 71,240     $ 367,444  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

                                  As of/for the
period ended
March 31,
 

($ in thousands)

  2019     2018     2017     2016     2015     2020  

Consolidated Balance Sheet Data (at end of period):

           

Cash and cash equivalents

  $ 283,682     $ 1,924,211     $ 1,381,571     $ 1,674,219     $ 1,720,871     $ 624,367  

Marketable securities

    56,972       —         —         —         —         567,980  

Total assets

    12,449,895       11,370,147       11,373,532       10,481,999       10,815,682       13,371,612  

Current portion of long-term debt

    281,984       281,436       280,928       172,684       184,383       182,128  

Long-term debt, excluding current portion

    5,956,138       6,237,896       6,520,855       5,724,690       5,804,190       5,774,958  

Total shareholders’/unitholders’ equity

    6,141,438       4,552,079       4,460,546       4,445,620       4,676,908       7,162,693  

Cash Flow Data:

           

Net cash provided by (used in):

           

Operating activities

    1,667,239       1,618,317       1,418,313       1,482,595       1,305,825       471,104  

Investing activities

    (2,116,142     303,424       (1,587,707     (605,932     64,287       (672,943

Financing activities

    (1,191,626     (1,379,101     (123,254     (923,315     (6,746     542,524  


 

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    Pro
Forma(1)(2)
                                  Three months ended
March 31,
 

($ in thousands)

  2019     2019     2018     2017     2016     2015     2020     2019  

Other Financial Measures:

               

Royalty Receipts – Growth Products

               

Cystic fibrosis franchise

  $ 424,741     $ 424,741     $ 224,214     $ 37,340     $ 12,163     $ —       $ 99,403     $ 106,939  

Tysabri

    332,816       332,816       338,697       263,790       —         —         83,807       82,635  

Imbruvica

    270,558       270,558       209,171       149,376       103,247       54,464       77,709       61,102  

HIV franchise

    262,939       262,939       224,321       185,515       185,014       199,421       83,887       76,383  

Januvia, Janumet, Other DPP-IVs

    143,298       143,298       106,689       103,250       313,394       162,962       34,788       32,738  

Xtandi

    120,096       120,096       105,958       86,977       64,019       —         34,777       27,568  

Promacta

    86,266       86,266       —         —         —         —         35,748       —  

Tazverik

    —         —         —         —         —         —         —       —  

Crysvita

    —         —         —         —         —         —         —       —  

Other Growth
Products (3)

    242,767       210,166       192,241       133,554       127,919       118,372       72,133       56,640  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Royalty Receipts – Growth Products

  $ 1,883,481     $ 1,850,880     $ 1,401,291     $ 959,802     $ 805,756     $ 535,219     $ 522,252     $ 444,005  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Royalty Receipts – Mature Products

               

Tecfidera (4)

    150,000       150,000       750,000       600,000       600,000       425,000       —         150,000  

Lyrica

    128,264       128,246       126,916       124,126       119,132       142,122       6,087       29,605  

Letairis

    112,656       112,656       130,078       123,178       111,361       101,183       14,562       38,459  

Remicade

    6,068       6,068       121,055       138,488       147,883       162,705       —         6,068  

Humira

    —         —         499,055       455,399       400,990       351,615       —         —    

Other Mature
Products (5)

    21,047       21,047       45,450       68,267       276,979       400,016       743       10,164  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Royalty Receipts – Mature Products

  $ 418,017     $ 418,017     $ 1,672,554     $ 1,509,458     $ 1,656,345     $ 1,582,641     $ 21,392     $ 234,296  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions to non-controlling interest

    (525,804     (154,084     (268,693     (278,727     (321,795     (310,299     (161,387     (41,460
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted Cash Receipts (non-GAAP)(7)

  $ 1,775,694     $ 2,114,813     $ 2,805,152     $ 2,190,533     $ 2,140,306     $ 1,807,561     $ 382,257     $ 636,841  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Payments for operating and professional costs(6)

    (145,176     (88,524     (72,660     (101,180     (64,923     (70,834     (25,838     (17,705
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA (non-GAAP)(7)

  $ 1,630,518     $ 2,026,289     $ 2,732,492     $ 2,089,353     $ 2,075,383     $ 1,736,727     $ 356,419     $ 619,136  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Development-stage funding payments – ongoing

    (83,036     (83,036     (108,163     (118,366     (90,521     (98,381     (7,639     (22,991

Interest paid, net

    (214,520     (234,828     (243,216     (228,451     (226,378     (215,504     (48,867     (54,349

Swap collateral (posted) or received, net

    —         (45,270     2,957       (2,950     2,316       (2,316     45,252       (360

Swap termination payments

    (35,488     —         —         —         —         —         (35,448     —    

Investment in non-consolidated affiliates

    (27,042     (27,042     (24,173     (2,000     (8,722     (21,407     (13,142     (8,842

Contributions from non-controlling interest - R&D

    19,348       —         —         —         —         —         1,260       —    
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted Cash Flow (non-GAAP)(7)

  $ 1,289,820     $ 1,636,113     $ 2,359,897     $ 1,737,586     $ 1,752,078     $ 1,399,119     $ 297,835     $ 532,594  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 


 

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(1)

The unaudited pro forma Consolidated Results of Operations Data and the Cash Flow Data for the period ended December 31, 2019 and the unaudited pro forma Consolidated Balance Sheet Data as of December 31, 2019 present selected financial data after giving effect to the Reorganization Transactions and the sale of Class A ordinary shares in this offering, as further described in “Unaudited Pro Forma Financial Information.” The assumptions and adjustments to the Consolidated Results of Operations Data are described in the notes to the unaudited pro forma financial information in “Unaudited Pro Forma Financial Information.”

The assumptions and adjustments to the Cash Flow Data are described in note (14) in “Selected Historical Financial Data.”

(2)

The unaudited pro forma Other Financial Measures as of and for the period ended December 31, 2019 present selected non-GAAP measures, which are supplemental measures to our GAAP financial measures, after giving effect to the Reorganization Transactions and the sale of Class A ordinary shares in this offering, as further described in “Unaudited Pro Forma Financial Information.” The adjustments and assumptions to the Other Financial Measures are described in “Selected Historical Data—Non-GAAP Financial Measures” and note (15) in “Selected Historical Financial Data.”

 

(3)

Other Growth Products include royalties on the following products: Bosulif (a product co-developed by our joint venture investee, Avillion, for which receipts are presented as Distributions received from nonconsolidated affiliates on the Statement of Cash Flows), Cimzia, Conbriza/Fablyn/Viviant, Emgality, Entyvio, Erleada, Farxiga/Onglyza, Lexiscan, Mircera, Myozyme, Nesina, Priligy and Soliqua. Other Growth Products also include contributions from the Legacy SLP Interest.

(4)

Receipts from Tecfidera milestone payments are presented as Proceeds from available for sale debt securities on the Statement of Cash Flows.

(5)

Other Mature Products primarily include royalties on the following products: Prezista, Rotateq, Savella and Thalomid.

(6)

Payments for operating and professional costs include Payments for operating costs and professional services and Payments for rebates, both from the Statement of Cash Flows.

(7)

Adjusted Cash Receipts and Adjusted Cash Flow are key non-GAAP financial measures used by management to assess financial operating performance on a levered and unlevered basis, cash distribution levels, and for purposes of evaluating cash available to service debt and reinvest in the business. Adjusted EBITDA is an important non-GAAP financial measure in analyzing our liquidity and is a key component of certain material covenants contained within our credit agreement. Each non-GAAP financial measure functions as a supplemental measure of liquidity and is not required by, or presented in accordance with, GAAP. They are not measurements of our performance or liquidity under GAAP and should not be considered as alternatives to Net cash provided by operating activities or Consolidated net income before tax or any other performance or liquidity measure derived in accordance with GAAP. For additional information, see “Selected Historical Financial Data—Non-GAAP Reconciliations” below.

Adjusted Cash Receipts is a measure calculated with inputs directly from the Statement of Cash Flows and includes (1) royalty receipts: (i) Cash collections from royalty assets (financial assets and intangible assets), (ii) Other royalty cash collections, (iii) Distributions from non-consolidated affiliates, plus (2) Proceeds from available for sale debt securities (Tecfidera milestone payments), and less (3) Distributions to non-controlling interest. Adjusted Cash Receipts can be further stratified by Growth Products and Mature Products. Growth Products are defined as royalties with a duration expiring after December 31, 2020. All other royalties on approved products are defined as Mature Products.

Adjusted EBITDA is important to our lenders and is defined under the credit agreement as Adjusted Cash Receipts less payments for operating and professional costs.

Adjusted Cash Flow is defined as Adjusted EBITDA less (1) Development-stage funding payments — ongoing, (2) Interest paid, net, (3) Swap collateral (posted) or received, net, (4) Swap termination payments, and (5) Investment in non-consolidated affiliates, plus (1) Contributions from non-controlling interest - R&D, all directly reconcilable to the Statement of Cash Flows.



 

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RISK FACTORS

An investment in our Class A ordinary shares involves risks. You should carefully consider the following information about these risks, together with the other information contained in this prospectus, before investing in our Class A ordinary shares. If any of the adverse events described in the following risk factors, as well as other factors which are beyond our control, actually occurs, our business, results of operations and financial condition may suffer significantly. As a result, the trading price of our Class A ordinary shares could decline, and you may lose all or part of your investment in our Class A ordinary shares. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations.

Risks Relating to Our Business

Biopharmaceutical products are subject to sales risks.

Biopharmaceutical product sales may be lower than expected due to a number of reasons, including pricing pressures, insufficient demand, product competition, failure of clinical trials, lack of market acceptance, obsolescence, loss of patent protection, the impact of the COVID-19 global pandemic or other factors and development-stage product candidates may fail to reach the market. Unexpected side effects, safety or efficacy concerns can arise with respect to a product, leading to product recalls, withdrawals or declining sales. As a result, payments of our royalties may be reduced or cease. In addition, these payments may be delayed, causing our near-term financial performance to be weaker than expected.

The royalty market may not grow at the same rate as it has in the past, or at all, and we may not be able to acquire sufficient royalties to sustain the growth of our business.

We have been able to grow our business over time by acquiring numerous royalties, including those relating to many of the industry’s leading therapies. We may not be able to identify and acquire a sufficient number of royalties, or royalties of sufficient scale, to invest the full amount of capital that may be available to us in the future, which could prevent us from executing our growth strategy and negatively impact our results of operations. Changes in the royalty market, including its structure and participants, or a reduction in the growth of the biopharmaceutical industry, could lead to diminished opportunities for us to acquire royalties, fewer royalties (or royalties of significant scale) being available, or increased competition for royalties. Even if we continue to acquire royalties, they may not generate a meaningful return for a period of several years, if at all, due to the price we pay for such royalties or other factors relating to the underlying products. As a result, we may not be able to continue to grow as we have in the past, or at all.

Acquisitions of royalties from development-stage biopharmaceutical product candidates are subject to a number of uncertainties.

We may continue to and in the future acquire more royalties on development-stage product candidates that have not yet received marketing approval by any regulatory authority. There can be no assurance that the FDA, the EMA or other regulatory authorities will approve such products or that such products will be brought to market timely or at all, or that the market will be receptive to such products. If the FDA, the EMA or other regulatory authority approves a development-stage product candidates that generates our royalty, the labeling, packaging, adverse event reporting, storage, advertising, promotion and recordkeeping for the product will be subject to extensive and ongoing regulatory requirements. The subsequent discovery of previously unknown problems with the product, including adverse events of unanticipated severity or frequency, may result in restrictions on the marketing of the product, and could include withdrawal of the product from the market.

In addition, the developers of these development-stage product candidates may not be able to raise additional capital to continue their discovery, development and commercialization activities, which may cause them to delay, reduce the scope of, or eliminate one or more of their clinical trials or research and development programs. If

 

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other product developers introduce and market products that are more effective, safer or less expensive than the relevant products that generate our royalties, or if such developers introduce their products prior to the competing products underlying our royalties, such products may not achieve commercial success and thereby result in a loss for us.

Further, the developers of such products may not have sales, marketing or distribution capabilities. If no sales, marketing or distribution arrangements can be made on acceptable terms or at all, the affected product may not be able to be successfully commercialized, which will result in a loss for us. Losses from such assets could have a material adverse effect on our business, financial condition and results of operations.

We intend to continue, and may increase, this strategy of acquiring development-stage product candidates. While we believe that we can readily evaluate and gain conviction about the likelihood of a development-stage product candidate’s approval and achieving significant sales, there can be no assurance that our assumptions will prove correct, that regulatory authorities will approve such development-stage product candidates, that such development-stage product candidates will be brought to market timely or at all, or that such products will achieve commercial success.

Our strategy of acquiring royalty interests in development-stage product candidates, including by co-funding clinical development and acquiring securities of biopharmaceutical companies, is subject to risks and uncertainties.

We intend to continue to provide capital to innovators to co-fund clinical development of a product candidate in exchange for a share of the future revenues of that asset and when we do so, we do not control its clinical development. In these situations, the innovators may not complete activities on schedule or in accordance with our expectations or in compliance with applicable laws and regulations. Failure by one or more of these third parties to meet their obligations, comply with applicable laws or regulations or any disruption in the relationships between us and these third parties, could delay or prevent the development, approval, manufacturing or commercialization of the development-stage product candidate for which we have provided funding.

We seek to further expand our market opportunity by acquiring securities issued by biopharmaceutical companies. Where we may acquire equity securities as all or part of the consideration for business development activities, the value of those securities will fluctuate, and may depreciate in value. We will likely not control the company in which we acquire securities, and as a result, we may have limited ability to determine its management, operational decisions and policies. Further, while we may seek to mitigate the risks and liabilities of such transactions through, among other things, due diligence, there may be risks and liabilities that such due diligence efforts fail to discover, that are not disclosed to us, or that we inadequately assess. In addition, as a result of our activities we receive material non-public information about other companies from time to time. Where such information relates to a company whose equity securities we hold, we may be delayed or prevented from selling such securities when we would otherwise choose to do so, and such delay or prohibition may result in a loss or reduced gain on such securities.

We may undertake strategic acquisitions of biopharmaceutical companies with significant royalty assets. Our failure to realize expected benefits of such acquisitions or our incurrence of unanticipated liabilities, could adversely affect our share price, operating results and results of operations.

We may acquire companies with significant royalty assets or where we believe we could create significant synthetic royalties. These acquired or created royalty assets may not perform as we project. Moreover, the acquisition of operating biopharmaceutical companies will result in the assumption of, or exposure to, liabilities of the acquired business that are not inherent in our other royalty acquisitions, such as direct exposure to product liability claims, high fixed costs and an expansion of our operations and expense structure, thereby potentially decreasing our profitability. The diversion of our management’s attention and any delay or difficulties encountered in connection with any future acquisitions we may consummate could result in the disruption of our on-going business operations. Despite our business, financial and legal due diligence efforts, we have limited

 

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experience in assessing acquisition opportunities, and we ultimately may be unsuccessful in ascertaining or evaluating all risks associated with such acquisitions. Moreover, we may need to raise additional funds through public or private debt or equity financing, including issuing additional Class A ordinary shares, to acquire any businesses or products, which may result in dilution for shareholders or the incurrence of indebtedness. As a result, our acquisition of biopharmaceutical companies could adversely impact our business, results of operations and financial condition.

We use leverage in connection with our capital deployment, which magnifies the potential for loss if the royalties acquired do not generate sufficient income to us.

We use borrowed funds to finance a significant portion of our deployed capital. The use of leverage creates an opportunity for an increased return but also increases the risk of loss if our assets do not generate sufficient income to us. The interest expense and other costs incurred in connection with such borrowings may not be covered by the income from our assets. In addition, leverage may inhibit our operating flexibility and reduce cash flow available for dividends to our shareholders.

The level of our indebtedness could limit our ability to respond to changing business conditions. The various agreements relating to our borrowings may impose operating and financial restrictions on us which could affect the number and size of the royalties that we may pursue. Therefore, no assurance can be given that we will be able to take advantage of favorable conditions or opportunities as a result of any restrictive covenants under our indebtedness. There can also be no assurance that additional debt financing, either to replace or increase existing debt financing, will be available when needed or, if available, will be obtainable on terms that are commercially reasonable. Additional risks related to our leverage include:

 

   

our royalties may be used as collateral for our borrowings;

 

   

in the event of a default under any of our secured borrowings, one or more of our creditors or their assignees could obtain control of our royalties and, in the event of a distressed sale, these creditors could dispose of these royalties for significantly less value than we could realize for them;

 

   

we have to comply with various financial covenants in the agreements that govern our debt, including requirements to maintain certain leverage ratios and coverage ratios, which may affect our ability to achieve our business objectives;

 

   

our ability to pay dividends to our shareholders may be restricted;

 

   

to the extent that interest rates at which we borrow increase, our borrowing costs will increase and our leveraging strategy will become more costly, which could lead to diminished net profits; and

 

   

because our debt utilizes LIBOR as a factor in determining the applicable interest rate, the expected discontinuation and transition away from LIBOR may increase the cost of servicing our debt, lead to higher borrowing costs and have an adverse effect on our results of operations and cash flows.

We have no employees and will be entirely dependent upon the Manager for all the services we require.

Because we are “externally managed,” we will not employ our own personnel, but will instead depend upon the Manager, its executive officers and its employees for virtually all of the services we require. The Manager selects and manages the acquisition of royalties and similar payment streams that meet our investment criteria and provides all of our other administrative services. Accordingly, our success is largely dependent upon the expertise and services of the executive officers and other personnel provided to us through the Manager. The Management Agreement has an initial term of ten years, after which it can be renewed for an additional term of three years, unless either the Company or the Manager provides notice of non-renewal 180 days prior the expiration of the initial term or renewal term. The Manager may not be removed during the initial or any renewal term without cause. While our agreement with the Manager requires its executives to devote substantially all of their time to managing us and any legacy vehicles related to Old RPI or RPI unless otherwise approved by Board, such resources may prove to be inadequate to meet our needs.

 

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There can be no assurance that the policies and procedures we have established to mitigate conflicts of interest will be effective in doing so.

Pursuant to the Management Agreement, the Manager cannot manage another entity that invests in or acquires royalties other than any legacy vehicle related to Old RPI or RPI. Every executive of our Manager will be subject to a non-compete agreement that is effective for 18 months following termination of their employment with the Manager for any reason. The Company is a beneficiary of this agreement. In addition, executives of the Manager must devote substantially all of their business time to managing the Company and any legacy vehicle related to Old RPI or RPI, unless otherwise approved by the Board. Despite this, the ability of our Manager and its officers and employees to engage in other business activities, subject to the terms of our Management Agreement, may reduce the amount of time our Manager, its officers or other employees spend managing us.

Furthermore, there could be conflicts of interest between us and our senior advisory personnel. For instance, Mr. Legorreta, our Chief Executive Officer, is also a co-founder of and has significant influence over Pharmakon Advisors, which shares physical premises with the Manager. Pharmakon manages BioPharma Credit PLC (LSE: BPCR) and other investment vehicles that collectively are leading providers of debt capital to the biopharmaceutical industry. Mr. Legorreta has a substantial investment in BioPharma Credit. Even though he has the involvement with Pharmakon and BioPharma Credit PLC described above, Mr. Legorreta does not have any material constraints on the time he has available to devote to us and the Manager. From time to time, the Manager and Pharmakon may pursue similar investment opportunities for their respective clients, although we believe that actual conflicts of interest are rare due to the differing investment strategies of the Company and Pharmakon, and the fact that royalty holders, rather than the Company and Pharmakon, determine the type of transaction they seek. Under arrangements with Pharmakon, the Manager subleases office space to Pharmakon, and the parties may provide research, business development, legal, compliance, financial and administrative services to one another. The Manager and Pharmakon reimburse each other to the extent that one of them provides materially more services to the other than they receive in return. In consideration of the support provided to Pharmakon by the Manager, certain employees of the Manager receive compensation from Pharmakon. In addition, Mr. Legorreta has founded and participates in two foundations that provide medical research funding.

In addition, the structure of our Manager’s compensation arrangements may have unintended consequences for us. We have agreed to pay our Manager the Operating and Personnel Payment, a portion of which is based on the mark-to-market value of security investments, including equity securities and derivative financial instruments, at the end of each quarter and is payable to the Manager regardless of whether we realize any gain on the security investments when sold. Consequently, the Manager may be incentivized to have us make security investments regardless of our expected gain on such investments, which may not align with our or our shareholders’ long term interests.

Our business is subject to interest rate and foreign exchange risk.

The interest rates at which we borrow is not fixed, but rather varies from time to time in relation to the overall interest rates in the economy. We are subject to interest rate fluctuation exposure through our borrowings under our Senior Secured Credit Facilities and our investments in money market accounts and marketable securities, the majority of which bear a variable interest rate. To the extent that interest rates generally increase, our borrowing costs will increase and our leveraging strategy will become more costly, leading to diminished net profits.

Certain products pay royalties in currencies other than U.S. dollars, which creates foreign currency risk primarily with respect to the Euro, Swiss Franc and Japanese Yen, as our functional and reporting currency is the U.S. dollar. In addition, our results of operations are subject to foreign currency exchange risk through transactional exposure resulting from movements in exchange rates between the time we recognize royalty income or royalty revenue and the time at which the transaction settles, or we receive the royalty payment. Because we are entitled to royalties on worldwide sales for various products, there is an underlying exposure to

 

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foreign currency as the marketer converts payment amounts from local currencies to U.S. dollars. Therefore, cash received may differ from the estimated receivable based on fluctuations in currency. As a result, significant changes in foreign exchange rates can impact our results.

Information about the biopharmaceutical products underlying the royalties we buy available to us may be limited and therefore our ability to analyze each product and its potential future cash flow may be similarly limited.

We may have limited information concerning the products generating the royalties we are evaluating for acquisition. Often, the information we have regarding products following our acquisition of a royalty may be limited to the information that is available in the public domain. Therefore, there may be material information that relates to such products that we would like to know but do not have and may not be able to obtain. For example, we do not always know the results of studies conducted by marketers of the products or others or the nature or amount of any complaints from doctors or users of such products. In addition, the market data that we obtain independently may also prove to be incomplete or incorrect. Due to these and other factors, the actual cash flow from a royalty may be significantly lower than our estimates.

Our future income is dependent upon numerous royalty-specific assumptions and, if these assumptions prove not to be accurate, we may not achieve our expected rates of returns.

Our business model is based on multiple-year internal and external forecasts regarding product sales and numerous product-specific assumptions in connection with each royalty acquisition, including where we have limited information regarding the product. There can be no assurance that the assumptions underlying our financial models, including those regarding product sales or competition, patent expirations or license terminations for the products underlying our portfolio, are accurate. These assumptions involve a significant element of subjective judgment and may be and in the past have been adversely affected by post-acquisition changes in market conditions and other factors affecting the underlying product. Our assumptions regarding the financial stability or operational or marketing capabilities of the partner obligated to pay us royalties may also prove and in the past have proven to be incorrect. Due to these and other factors, the assets in our current portfolio or future assets may not generate expected returns or returns in line with our historical financial performance or in the time periods we expect. This could negatively impact our results of operation for a given period.

We make assumptions regarding the royalty duration for terms that are not contractually fixed, and a shortened royalty term could result in a reduction in the effective interest rate, a decline in income from royalties, significant reductions in royalty payments compared to expectations, or a permanent impairment.

In accordance with GAAP, we classify most royalty assets that we acquire as financial assets that are measured at amortized cost using the prospective effective interest method described in ASC 835-30. The effective interest rate is calculated by forecasting the expected cash flows to be received over the life of the asset relative to the initial invested amount, net of any purchased receivables. A critical component of such forecast is our assumptions regarding duration of the royalty.

The royalty duration is important for purposes of accurately measuring interest income over the life of a royalty. In making assumptions around the royalty duration for terms that are not contractually fixed, we consider the strength of existing patent protection, expected entry of generics, geographical exclusivity periods and potential patent term extensions tied to the underlying product.

The duration of a royalty usually varies on a country-by-country basis and can be based on a number of factors, such as patent expiration dates, regulatory exclusivity, years from first commercial sale of the patent-protected product, the entry of competing generic or biosimilar products, or other terms set out in the contracts governing the royalty. It is common for royalty durations to expire earlier or later than anticipated due to unforeseen positive or negative developments over time, including with respect to the granting of patents and

 

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patent term extensions, the invalidation of patents, litigation between the party controlling the patents and third party challengers of the patents, the ability of third parties to design around or circumvent valid patents, the granting of regulatory exclusivity periods or extensions, timing for the arrival of generic or biosimilar competitor products, changes to legal or regulatory regimes affecting intellectual property rights or the regulation of pharmaceutical products, product life cycles, and industry consolidations.

An unexpected shortening of a royalty term has not caused a permanent impairment in recent years. However, if an unexpected shortening of a royalty term were to occur, it could result in a reduction in the effective interest rate, a decline in income from royalties, a significant reduction in royalty payments compared to expectations, or a permanent impairment.

Our reliance on a limited number of products may have a material adverse effect on our financial condition and results of operation.

While our current asset portfolio includes royalties relating to over 45 marketed therapies and four development-stage product candidates, the top five therapies accounted for 56% of our royalty receipts (excluding receipts from Tecfidera milestone payments) in the year ended December 31, 2019. In addition, our asset portfolio may not be fully diversified by geographic region or other criteria. Any significant deterioration in the cash flows from the top products in our asset portfolio could have a material adverse effect on our business, financial condition and results of operations.

We face competition in acquiring assets and locating suitable assets to acquire.

There are a limited number of suitable and attractive opportunities to acquire high-quality royalties available in the market. Therefore, competition to acquire such royalties is intense and may increase. We compete with other potential acquirers for these opportunities, including companies that market the products on which royalties are paid, financial institutions and others. These competitors may be able to access lower cost capital, may be larger than us, may have relationships that provide them access to opportunities before us, or may be willing to acquire royalties for lower projected returns than we are.

Biopharmaceutical products are subject to substantial competition.

The biopharmaceutical industry is a highly competitive and rapidly evolving industry. The length of any product’s commercial life cannot be predicted with certainty. There can be no assurance that one or more products on which we are entitled to a royalty will not be rendered obsolete or non-competitive by new products or improvements on which we are not entitled to a royalty made to existing products, either by the current marketer of such products or by another marketer. Current marketers of products may undertake these development efforts in order to improve their products or to avoid paying our royalty. Adverse competition, obsolescence or governmental and regulatory action or healthcare policy changes could significantly affect the revenues, including royalty-related revenues, of the products which generate our royalties.

Competitive factors affecting the market position and success of each product include:

 

   

effectiveness;

 

   

safety and side effect profile;

 

   

price, including third-party insurance reimbursement policies;

 

   

timing and introduction of the product;

 

   

effectiveness of marketing strategy and execution;

 

   

governmental regulation;

 

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availability of lower-cost generics and/or biosimilars;

 

   

treatment innovations that eliminate or minimize the need for a product; and

 

   

product liability claims.

Products which we have a royalty sales of the biopharmaceutical products that generate our royalties may be rendered obsolete or non-competitive by new products, including generics and/or biosimilars, improvements on existing products or governmental or regulatory action. In addition, as biopharmaceutical companies increasingly devote significant resources to innovate next-generation products and therapies using gene editing and new curative modalities, such as cell and gene therapy, products on which we have a royalty may become obsolete. These developments could have a material adverse effect on the sales of the biopharmaceutical products that generate our royalties, and consequently could materially adversely affect our business, financial condition and results of operations.

Marketers of products that generate our royalties are outside of our control.

In the case of our royalty receivables, our cash flow consists primarily of payments supported by royalties paid by marketers. These marketers may have interests that are different from our interests. For example, these marketers may be motivated to maximize income by allocating resources to other products and, in the future, may decide to focus less attention on the products generating our royalties or by allocating resources to develop products that do not generate royalties to us. There can be no assurance that any marketer or person with whom the marketer has a working relationship has adequate resources and motivation to continue to produce, market and sell the products generating our royalties. Aside from any limited audit rights relating to the activities of the marketers that we may have in certain circumstances pursuant to the terms of our arrangements with the licensor, we do not have oversight rights with respect to the marketers’ operations and do not have rights allowing us to direct their operations or strategy nor do our agreements contain performance standards for their operations. We also have limited information on the marketers’ operations.

In these circumstances, while we may be able to receive certain information relating to sales of products through the exercise of audit rights and review of royalty reports we receive from the licensor, we will not have the right to review or receive certain information relating to products that the marketers may have, including the results of any studies conducted by the marketers or others, or complaints from doctors or users of products. The market performance of the products generating our royalties may therefore be diminished by any number of factors relating to the marketers that are outside of our control.

The marketers of biopharmaceutical products are, generally, entirely responsible for the ongoing regulatory approval, commercialization, manufacturing and marketing of products.

Generally, the holders of royalties on products have granted exclusive regulatory approval, commercialization, manufacturing and marketing rights to the marketers of such products. The marketers have full control over those efforts and sole discretion to determine the extent and priority of the resources they will commit to their program for a product. Accordingly, the successful commercialization of a product depends on the marketer’s efforts and is beyond our control. If a marketer does not devote adequate resources to the ongoing regulatory approval, commercialization and manufacture of a product, or if a marketer engages in illegal or otherwise unauthorized practices, the product’s sales may not generate sufficient royalties, or the product’s sales may be suspended, and consequently, could adversely affect our business.

License agreements relating to products may, in some instances, be unilaterally terminated or disputes may arise which may affect our royalties.

License agreements relating to the products generating our royalties may be terminated, which may adversely affect sales of such products and therefore the payments we receive. For example, under certain license agreements, marketers retain the right to unilaterally terminate the agreements with the licensors. When the last

 

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patent covering a product expires or is otherwise invalidated in a country, a marketer may be economically motivated to terminate its license agreement, either in whole or with respect to such country, in order to terminate its payment and other obligations. In the event of such a termination, a licensor may no longer receive all of the payments it expected to receive from the licensee and may also be unable to find another company to continue developing and commercializing the product on the same or similar terms as those under the license agreement that has been terminated.

In addition, license agreements may fail to provide significant protection for the licensor in case of the licensee’s failure to perform or in the event of disputes. License agreements which relate to the products underlying our royalties are complex, and certain provisions in such agreements may be susceptible to multiple interpretations. The resolution of any contract interpretation disagreement that may arise could narrow what the licensor believes to be the scope of its rights to the relevant intellectual property or technology, or decrease the licensee’s financial or other obligations under the relevant agreement, any of which could in turn impact the value of our royalties and have a material adverse effect on our business, financial condition, results of operations and prospects. If a marketer were to default on its obligations under a license agreement, the licensor’s remedy may be limited either to terminating certain licenses related to certain countries or to generally terminate the license agreement with respect to such country. In such cases, we may not have the right to seek to enforce the rights of the licensor and we may be required to rely on the resources and willingness of the licensor to enforce its rights against the licensee.

In any of these situations, if the expected payments under the license agreements do not materialize, this could result in a significant loss to us and materially adversely affect our business, financial condition and results of operations.

The insolvency of a marketer could adversely affect our receipt of cash flows on the related royalties that we hold.

If a marketer were to become insolvent and seek to reorganize under Chapter 11 of Title 11 of the U.S. Code, as amended, or the Bankruptcy Code, or liquidate under Chapter 7 of the Bankruptcy Code (or foreign equivalent), such event could delay or impede the payment of the amounts due under a license agreement, pending a resolution of the insolvency proceeding. Any unpaid royalty payments due for the period prior to the filing of the bankruptcy proceeding would be unsecured claims against the marketer, which might not be paid in full or at all. While royalty payments due for periods after the filing may qualify as administrative expenses entitled to a higher priority, the actual payment of such post-filing royalty payments could be delayed for a substantial period of time and might not be in the full amount due under the license agreement. The licensor would be prevented by the automatic stay from taking any action to enforce its rights without the permission of the bankruptcy court. In addition, the marketer could elect to reject the license agreement, which would require the licensor to undertake a new effort to market the applicable product with another distributor. Such proceedings could adversely affect the ability of a payor to make payments with respect to a royalty, and could consequently adversely affect our business, financial condition and results of operations.

Unsuccessful attempts to acquire new royalties could result in significant costs and negatively impact subsequent attempts to locate and acquire other assets.

The investigation of each specific target royalty and the negotiation, drafting and execution of relevant agreements, disclosure and other documents requires substantial management time and attention and results in substantial costs for accountants, attorneys and others. If a decision is made not to complete a specific acquisition, the costs incurred for the proposed transaction would not be recoverable from a third party. Furthermore, even if an agreement is reached relating to a specific target asset, we may fail to consummate the acquisition for any number of reasons, including, in the case of an acquisition of a royalty through a business combination with a public company, approval by the target company’s public shareholders. Multiple unsuccessful attempts to acquire new royalties could hurt our reputation, result in significant costs and waste the

 

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Manager’s time. The opportunity cost of diverting management and financial resources could negatively impact our ability to locate and acquire other assets.

Most of our royalties are classified as financial assets that are measured at amortized cost using the effective interest method of accounting as a result of which our GAAP results of operations can be volatile and unpredictable which could adversely affect the trading price of our Class A ordinary shares.

In accordance with GAAP, most of the royalty assets we acquire are treated as investments in cash flow streams and are thus classified as financial assets. Under this classification, our royalty assets are treated as having a yield component that resembles loans measured at amortized cost under the effective interest accounting methodology. Under this accounting methodology, we calculate the effective interest rate on each royalty asset using a forecast of the expected cash flows to be received over the life of the royalty asset relative to the initial acquisition price. The yield, which is calculated at the end of each reporting period and applied prospectively, is then recognized via accretion into our income at the effective rate of return over the expected life of the royalty asset.

As a result of applying the effective interest method of accounting, our income statement activity in respect of many of our royalties can be volatile and unpredictable as a result of non-cash charges associated with the provision. Small declines in sell-side equity research analysts’ consensus forecasts over a multi-year period can result in an immediate non-cash income statement expense recognition, even though the applicable cash inflows will not be realized for many years into the future. For example, in late 2014 we acquired our cystic fibrosis franchise. Beginning in the second quarter of 2015, declines in near-term sales forecasts of sell-side equity research analysts caused us to build up a provision for this royalty asset. Over the course of 10 quarters, we recognized non-cash charges to the income statement as a result of these changes in forecasts, ultimately accumulating a peak cumulative provision of $1.3 billion by September 30, 2017, including a non-cash expense of $743.2 million in 2016 related to this royalty interest. With the approval of the Vertex triple combination therapy, Trikafta, in October 2019, sell-side equity research analysts’ consensus forecasts increased to reflect the larger addressable market and the increase in the expected duration of the Trikafta royalty. While small reductions in the cumulative provision for the royalties related to our cystic fibrosis (“CF”) franchise were recognized in 2017 and 2018, there remained a $1.1 billion cumulative provision balance that was fully offset by a $1.1 billion credit to the provision in 2019 as a result of an increase in sell-side equity research analysts’ consensus forecasts from the Trikafta approval. The financial statement impact caused by the application of the effective interest accounting methodology could result in a negative perception of our results in a given period, which could cause the price of our Class A ordinary shares to decline.

Sales of the products that generate our royalties are subject to uncertainty related to healthcare reimbursement policies, managed care considerations and pricing pressures.

In both the U.S. and non-U.S. markets, sales of medical, biopharmaceutical products, and the success of such products, depends in part on the availability and extent of coverage and reimbursement from third-party payors, including government healthcare programs and private insurance plans.

In the United States, pharmaceutical product pricing is subject to enhanced government regulation, public scrutiny and calls for reforms. Some states have implemented, and other states are considering, pharmaceutical price controls or patient access constraints under their Medicaid program. There have also been recent state legislative efforts that have generally focused on increasing transparency around drug costs or limiting drug prices. In addition, the growth of large managed care organizations and prescription benefit managers, as well as the prevalence of generic substitution, has hindered price increases for prescription drugs. Continued intense public scrutiny of the price of drugs, together with government and payor dynamics, may limit the ability of producers and marketers to set or adjust the price of products based on their value. There can be no assurance that new or proposed products will be considered cost-effective or that adequate third-party reimbursement will be available to enable the producer or marketer of such product to maintain price levels sufficient to realize an

 

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appropriate return. Outside the United States, numerous major markets, including the EU, Japan and China, have pervasive government involvement in funding healthcare, and, in that regard, fix the pricing and reimbursement of pharmaceutical products. Consequently, in those markets, the products generating our royalties are subject to government decision-making and budgetary actions.

These pricing pressures may have a material adverse effect on our current royalties and the attractiveness of future acquisitions of royalties.

The products that generate our royalties are subject to uncertainty related to the regulation of the healthcare industry.

The U.S. healthcare industry is highly regulated and subject to frequent and substantial changes. For example, the U.S. Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act (the “ACA”) was enacted by Congress in March 2010 and established a major expansion of healthcare coverage, financed in part by a number of new rebates, discounts, and taxes that had a significant effect on the expenses and profitability on the companies that manufacture the products that generate our royalties. These companies and their products face uncertainty due to federal legislative and administrative efforts to repeal, substantially modify or invalidate some or all of the provisions of the ACA.

Other U.S. federal or state legislative or regulatory action and/or policy efforts could adversely affect the healthcare industry, including, among others, general budget control actions, changes in patent laws, the importation of prescription drugs from outside the United States at prices that are regulated by governments of various foreign countries, revisions to reimbursement of biopharmaceutical products under government programs, restrictions on U.S. direct-to-consumer advertising or limitations on interactions with healthcare professionals. No assurances can be provided that these laws and regulations will not have a material adverse effect on our business, financial condition and results of operations.

In addition, many of the products in our portfolio benefit from regulatory exclusivity. If, in an effort to regulate pricing, regulatory exclusivity is not maintained, our business, financial condition and results of operations may be adversely impacted.

The biopharmaceutical industry may be negatively affected by federal government deficit reduction policies, which could reduce the value of the royalties that we hold.

In an effort to contain the U.S. federal deficit, the pharmaceutical industry could be considered a potential source of savings via legislative proposals. Government action to reduce federal spending on entitlement programs, including Medicare, Medicaid or other publicly funded or subsidized health programs, or to lower drug spending, may affect payment for the products that generate our royalties. These and any other cost controls and/or any significant additional taxes or fees that may be imposed on the biopharmaceutical industry as part of deficit reduction efforts could reduce cash flows from our royalties and therefore have a material adverse effect on our business, financial condition and results of operations.

Sales of products that generate our royalties are subject to regulatory approvals and actions in the United States and foreign jurisdictions that could harm our business.

The procedures to approve biopharmaceutical products for commercialization vary among countries and can involve additional testing and time. Approval by the FDA does not ensure approval by regulatory authorities in other countries, and approval by one foreign regulatory authority does not ensure approval by regulatory authorities in other foreign countries or by the FDA. The foreign regulatory approval process may include all of the risks associated with obtaining FDA approval and many include additional risks, such as pricing approval.

There can be no assurance that any of these regulatory approvals will be granted or not be revoked or restricted in a manner that would have a material adverse effect on the sales of such products and on the ability of payors to make payments with respect to such royalties to us.

 

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The manufacture and distribution of a biopharmaceutical product may be interrupted by regulatory agencies or supplier deficiencies.

The manufacture of products generating our royalties is typically complex and is highly regulated. In particular, biopharmaceutical products are manufactured in specialized facilities that require the approval of, and ongoing regulation by, the FDA in the United States and, if manufactured outside of the United States, both the FDA and non-U.S. regulatory agencies, such as the EMA. With respect to a product, to the extent that operational standards set by such agencies are not adhered to, manufacturing facilities may be closed or production interrupted until such time as any deficiencies noted by such agencies are remedied. Any such closure or interruption may interrupt, for an indefinite period of time, the manufacture and distribution of a product and therefore the cash flows from the related biopharmaceutical asset may be significantly less than expected.

In addition, manufacturers of a product may rely on third parties for selected aspects of product development, such as packaging or to supply bulk raw material used in the manufacture of such product. In the United States, the FDA requires that all suppliers of pharmaceutical bulk materials and all manufacturers of pharmaceuticals for sale in or from the United States adhere to the FDA’s current “Good Manufacturing Practice” regulations and guidelines and similar requirements that exist in jurisdictions outside the United States. Licensees generally rely on a small number of key, highly specialized suppliers, manufacturers and packagers. Any interruptions, however minimal, in the operation of these manufacturing and packaging facilities could have a material adverse effect on production and product sales and therefore a material adverse effect on our business, financial condition and results of operations.

Product liability claims may diminish the returns on biopharmaceutical products.

The developer, manufacturer or marketer of a product could become subject to product liability claims. A product liability claim, regardless of its merits, could adversely affect the sales of the product and the amount of any related royalty payments, and consequently, could materially adversely affect the ability of a payor to make payments with respect to a royalty.

Although we believe that we will not bear responsibility in the event of a product liability claim against the developer, manufacturer, marketer or other seller of the product that generates our royalty, such claims could materially adversely affect our business, financial condition and results of operations due to the lower than expected cash flows from the royalty.

We are typically not involved in maintaining, enforcing and defending patent rights on products that generate our royalties.

Our right to receive royalties generally depends on the existence of valid and enforceable claims of registered and/or issued patents in the United States and elsewhere in the world. The products on which we receive payments are dependent on patent protection and on the fact that the manufacturing, marketing and selling of such products do not infringe, misappropriate or otherwise violate intellectual property rights of third parties. Typically, we have no ability to control the prosecution, maintenance, enforcement or defense of patent rights, but must rely on the willingness and ability of our partners or their marketers to do so. While we believe that these third parties are in the best position and have the requisite business and financial motivation to do so, there can be no assurance that these third parties will vigorously prosecute, maintain, enforce or defend such rights. Even if such third parties seek to prosecute, maintain, enforce or defend such rights, they may not be successful.

The patent position of biotechnology and pharmaceutical companies generally is highly uncertain, involves complex legal and factual questions and has, in recent years, been the subject of much litigation. Furthermore, changes in patent laws or interpretation of patent laws in the United States and in other jurisdictions could increase the uncertainties surrounding the successful prosecution of patent applications and the successful

 

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enforcement or defense of issued patents by our partners, all of which could diminish the value of patent protection relating to the biopharmaceutical assets. As a result, the issuance, scope, validity, enforceability and commercial value of the patent rights of our partners and their marketers are highly uncertain. In addition, such third parties’ pending and future patent applications may not result in patents being issued which protect their products, development-stage product candidates and technologies or which effectively prevent others from commercializing competitive products, development-stage product candidates and technologies. Moreover, the coverage claimed in a patent application can be significantly reduced before the patent is issued, and its scope can be reinterpreted after issuance.

Even if the patent applications our partners and their marketers license or own do issue as patents, they may not issue in a form that will provide them with any meaningful protection, prevent competitors or other third parties from competing with them or otherwise provide them with any competitive advantage. Competitors or other third parties may be able to circumvent patents of our partners and their marketers by developing similar or alternative products in a non-infringing manner. The issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability, and may be challenged in the courts or patent offices in the United States and abroad. Such challenges may result in loss of exclusivity or in patent claims being narrowed, invalidated or held unenforceable, which could limit the ability of our partners and their marketers from stopping others from using or commercializing similar or identical technology and products, or limit the duration of the patent protection of their products, development-stage product candidates and technologies.

Any loss or reduction in the scope or duration of patent protection for any product that generates our royalties, or any failure to successfully prosecute, maintain, enforce or defend any patents that protect any such product may result in a decrease in the sales of such product and any associated royalties payable to us. Any such event would have a material adverse effect on the ability of the payor to make payments of royalties to us or may otherwise reduce the value of our royalty interest, and could consequently materially adversely affect our business, financial condition and results of operations. In cases where our contractual arrangements with our partner permit us to do so, we could participate in patent suits brought by third parties but this could result in substantial litigation costs, divert management’s attention from our core business and there can be no assurance that such suits would be successful.

The existence of third-party patents in relation to products may result in additional costs for the marketer and reduce the amount of royalties paid to us.

The commercial success of a product depends, in part, on avoiding infringement, misappropriation or other violations of the intellectual property rights and proprietary technologies of others. Third-party issued patents or patent applications claiming subject matter necessary to manufacture and market a product could exist or issue in the future. Such third-party patents or patent applications may include claims directed to the mechanism of action of a product. There can be no assurance that a license would be available to marketers for such subject matter if such infringement were to exist or, if offered, would be offered on reasonable and/or commercially feasible terms. Without such a license, it may be possible for third parties to assert infringement or other intellectual property claims against the marketer of such product based on such patents or other intellectual property rights.

Even if the marketer was able to obtain a license, it could be non-exclusive, thereby giving its competitors and other third parties access to the same technologies. In addition, if a marketer of a product that generates our royalties is required to obtain a license from a third party, the marketer may, in some instances, have the right to offset the licensing and royalty payments to such third party against royalties that would be owed to our partner, which may ultimately reduce the value of our royalty interest. An adverse outcome in infringement or other intellectual property-related proceedings could subject a marketer to significant liabilities to third parties, require disputed rights to be licensed from third parties or require the marketer to cease or modify its manufacturing, marketing and distribution of any affected product, any of which could reduce the amount of cash flow generated by the affected products and any associated royalties payable to us and therefore have a material adverse effect on our business, financial condition and results of operations.

 

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Disclosure of trade secrets of marketers of products could negatively affect the competitive position of the products underlying our biopharmaceutical assets.

The marketers of the products that generate our royalties depend, in part, on trade secrets, know-how and technology, which are not protected by patents, to maintain the products’ competitive position. This information is typically protected through confidentiality agreements with parties that have access to such information, such as collaborative partners, licensors, employees and consultants. Any of these parties may breach the agreements and disclose the confidential information or competitors might independently develop or learn of the information in some other way, which could harm the competitive position of the products and therefore reduce the amount of cash flow generated by our royalty interest.

The internal computer systems of our partners may fail or suffer security breaches, which could result in a significant disruption of their ability to operate their business effectively, adversely affect the cash flow generated by the related biopharmaceutical products, and adversely affect our business and operating results.

The internal computer systems and cloud-based computing services of our partners and those of their current and any future collaborators and other contractors or consultants are vulnerable to damage or interruption from computer viruses, data corruption, cyber-based attacks, unauthorized access, natural disasters, terrorism, war and telecommunication and electrical failures. If such an event were to occur and cause interruptions in their operations, it could result in a disruption of their development and commercialization programs and business operations, whether due to a loss of trade secrets or other proprietary information or other similar disruptions. To the extent that any disruption or security breach were to result in a loss of, or damage to, a partner’s data or applications, or inappropriate disclosure of confidential or proprietary information, our partners’ operations may be harmed and the development and commercialization of their products, development-stage product candidates and technologies could be delayed. Such an event may reduce the amount of cash flow generated by the related biopharmaceutical products and therefore have a material adverse effect on our business, financial condition and results of operations.

Cyber-attacks or other failures in telecommunications or information technology systems could result in information theft, data corruption and significant disruption of our business operations.

We utilize information technology systems and networks to process, transmit and store electronic information in connection with our business activities. As use of digital technologies has increased, cyber incidents, including deliberate attacks and attempts to gain unauthorized access to computer systems and networks, have increased in frequency and sophistication. These threats pose a risk to the security of our systems and networks and the confidentiality, availability and integrity of our data. We have been subject to these attacks in the past and expect to be subject to them in the future. There can be no assurance that we will be successful in preventing cyber-attacks or mitigating their effects. Any cyber-attack or destruction or loss of data could have a material adverse effect on our business. In addition, we may suffer reputational harm or face litigation as a result of cyber-attacks or other data security breaches and may incur significant additional expense to implement further data protection measures.

Changes in the application of accounting standards issued by the U.S. Financial Accounting Standards Board or other standard-setting bodies may adversely affect our financial statements.

Our financial statements are prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP, which are periodically revised, interpreted and/or expanded. From time to time, we are required to adopt new or revised accounting standards issued by recognized authoritative bodies. It is possible that future accounting standards we are required to adopt may require changes to the current accounting treatment that we apply to our consolidated financial statements and may require us to make significant changes to our systems. Such changes could result in a material adverse impact on our financial condition and results of operations.

 

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Our ability to pay periodic dividends to our shareholders may be limited by applicable provisions of English law and contractual restrictions and obligations.

Subject to the terms of our indebtedness or other contractual obligations, the approval and payment of any interim dividends will be at the sole discretion of our board of directors, which may change our dividend policy at any time and the payment of any final dividends will be subject to majority approval by holders of Class A ordinary and Class B shares and in each case will be paid out of profits available for that purpose under English law. There can be no assurance that any dividends, whether quarterly or otherwise, will or can be paid. Our ability to pay dividends to our shareholders will depend on a number of factors, including among other things, general economic and business conditions, our strategic plans and prospects, our business and acquisition opportunities, our financial condition and operating results, working capital requirements and anticipated cash needs, contractual restrictions and obligations, including fulfilling our current and future capital commitments, legal, tax and regulatory restrictions, restrictions and other implications on the payment of dividends by us to our shareholders and such other factors as our board of directors may deem relevant.

Our Articles of Association will authorize the board of directors to approve interim dividends without shareholder approval to the extent that such dividends appear justified by profits available for such purpose. The board of directors may also recommend final dividends be approved and declared by shareholders at an annual general meeting. No such dividend may exceed the amount recommended by the board of directors.

Under English law, dividends and distributions may only be made out of profits available for that purpose. Profits available for distribution are accumulated, realized profits, to the extent that they have not been previously utilized by distribution or capitalization, less its accumulated, realized losses, to the extent that they have not been previously written off in a reduction or reorganization of capital duly made. The amount of our distributable reserves is a cumulative calculation. We may be profitable in a single financial year but unable to pay a dividend if the profits of that year do not offset all previous years’ accumulated, realized losses. Additionally, we may only make a distribution if our net assets are not less than the amount of our aggregate called-up share capital and undistributable reserves, and if, and to the extent that, the distribution does not reduce the amount of those assets to less than that aggregate.

A shareholder who receives a distribution under circumstances where he or she knows or has reasonable grounds for believing that the distribution is unlawful in the circumstances is obliged to repay such distribution (or that part of it, as the case may be) to us.

If we were determined to be an investment company under the U.S. Investment Company Act of 1940, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business, results of operations and financial condition.

We intend to conduct our business so as not to become regulated as an investment company under the U.S. Investment Company Act. An entity generally will be determined to be an investment company for purposes of the U.S. Investment Company Act if, absent an applicable exemption, (i) it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities; or (ii) it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis, which we refer to as the ICA 40% Test.

We do not hold ourselves out as being engaged primarily, or propose to engage primarily, in the business of investing, reinvesting or trading in securities, and believe that we are not engaged primarily in the business of investing, reinvesting or trading in securities. We believe that, for U.S. Investment Company Act purposes, we are engaged primarily, through one or more of our subsidiaries, in the business of purchasing or otherwise acquiring certain obligations that represent part or all of the sales price of merchandise. Our subsidiaries that are so engaged rely on Section 3(c)(5)(A) of the U.S. Investment Company Act, which, as interpreted by the SEC

 

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staff, requires each such subsidiary to invest at least 55% of its assets in “notes, drafts, acceptances, open accounts receivable, and other obligations representing part or all of the sales price of merchandise, insurance, and services,” which we refer to as the ICA Exception Qualifying Assets.

In a no-action letter, dated August 13, 2010, to Royalty Pharma, our predecessor, the SEC staff promulgated an interpretation that royalty interests that entitle an issuer to collect royalty receivables that are directly based on the sales price of specific biopharmaceutical assets that use intellectual property covered by specific license agreements are ICA Exception Qualifying Assets under Section 3(c)(5)(A). We rely on this no-action letter for the position that royalty receivables relating to biopharmaceutical assets that we hold are ICA Exception Qualifying Assets under Section 3(c)(5)(A) and Section 3(c)(6), which is described below.

To ensure that we are not obligated to register as an investment company, we must not exceed the thresholds provided by the ICA 40% Test. For purposes of the ICA 40% Test, the term investment securities does not include U.S. government securities or securities issued by majority-owned subsidiaries that are not themselves investment companies and are not relying on Section 3(c)(1) or Section 3(c)(7) of the U.S. Investment Company Act, such as majority-owned subsidiaries that rely on Section 3(c)(5)(A). We also may rely on Section 3(c)(6), which, based on SEC staff interpretations, requires us to invest, either directly or through majority-owned subsidiaries, at least 55% of our assets in, as relevant here, businesses relying on Section 3(c)(5)(A). Therefore, the assets that we and our subsidiaries hold and acquire are limited by the provisions of the U.S. Investment Company Act and the rules and regulations promulgated thereunder.

If the SEC or its staff in the future adopts a contrary interpretation to that provided in the no-action letter to Royalty Pharma or otherwise restricts the conclusions in the SEC staff’s no-action letter such that royalty interests are no longer treated as ICA Exception Qualifying Assets for purposes of Section 3(c)(5)(A) and Section 3(c)(6), or the SEC or its staff in the future determines that the no-action letter does not apply to some or all types of royalty receivables relating to biopharmaceutical assets, our business will be materially and adversely affected. In particular, we would be required either to convert to a corporation formed under the laws of the United States or a state thereof (which would likely result in our being subject to U.S. federal corporate income taxation) and to register as an investment company, or to stop all business activities in the United States until such time as the SEC grants an application to register us as an investment company formed under non-U.S. law. It is unlikely that such an application would be granted and, even if it were, requirements imposed by the Investment Company Act, including limitations on our capital structure, our ability to transact business with affiliates and our ability to compensate key employees, could make it impractical for us to continue our business as currently conducted. Our ceasing to qualify for an exemption from registration as an investment company would materially and adversely affect the value of your Class A ordinary shares and our ability to pay dividends in respect of our Class A ordinary shares.

The success of our business depends upon key members of the Manager’s senior advisory team who may not continue to work for the Manager.

We depend on the expertise, skill and network of business contacts of the advisory professionals of the Manager, who evaluate, negotiate, structure, execute, monitor and service our assets in accordance with the terms of the Management Agreement between us and the Manager. Our future success depends to a significant extent on the continued service and coordination of the senior advisory professionals of the Manager, particularly Mr. Legorreta. Pursuant to the Management Agreement, executives of the Manager must devote substantially all of their business time to managing the Company, unless otherwise approved by the Board. Despite this, Mr. Legorreta and other key advisory professionals may have other demands on their time now and in the future, and we cannot assure you that they will continue to be actively involved in our business. Each of these individuals is an employee of the Manager and is not subject to an employment contract with us. The departure of any of these individuals or competing demands on their time in the future could have a material adverse effect on our ability to achieve our business objectives. This could have a material adverse effect on our financial condition and results of operations.

 

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The senior advisory professionals of the Manager have relationships with participants in the biopharmaceutical industry, financial institutions and other advisory professionals, which we rely upon to source potential asset acquisition opportunities. If the senior advisory professionals of the Manager fail to maintain such relationships, or to develop new relationships with other sources, we will not be able to grow our current asset portfolio. In addition, we can offer no assurance that these relationships, even if maintained, will generate asset acquisition opportunities for us in the future.

The equity performance awards payable to an affiliate of the Manager may create incentives that are not fully aligned with the interests of our shareholders.

An affiliate of the Manager is entitled to Equity Performance Awards based on our performance as measured by our Net Economic Profit, as discussed in “Certain Relationships and Related Party Transactions—Equity Performance Awards.” The right to equity performance awards may create an incentive for the Manager to make riskier or more speculative asset acquisitions than would be the case absent such equity performance awards. In addition, the Manager may cause us to incur more debt or otherwise use more leverage in connection with asset acquisitions, as generally the use of leverage can increase the rate of return on an investment and therefore our profits. This equity performance awards structure may encourage the Manager to cause us to borrow money to finance additional asset acquisitions or to maintain leverage which poses higher risks for our business when it would otherwise be appropriate to not use such leverage. Under certain circumstances, the use of borrowed money may increase the likelihood of default, which would disfavor our shareholders. In addition, there is no correlation between our profits and the obligation of our board of directors to pay dividends to shareholders. Consequently, you may receive limited or no dividends while an affiliate of the Manager remains entitled to equity performance awards based on our Net Economic Profit. In addition, even though Equity Performance Awards are payable on a portfolio-by-portfolio basis (with portfolios comprised of investments made during sequential two-year periods) in order to reduce the risks that affiliates of the Manager will be paid Equity Performance Awards on individual investments even though our overall portfolio of investments is not performing well, Equity Performance Awards may nevertheless be payable to affiliates of the Manager when our overall portfolio of investments is not performing as well as the individual portfolios that are used as the basis for measuring the Equity Performance Awards. See “Certain Relationships and Related Party Transactions—Equity Performance Awards.”

Our board of directors may make decisions with respect to the cash generated from our operations that may result in no dividends to you.

Our board of directors is under no obligation to pay dividends to our shareholders, and it may decide to use cash to fund asset acquisitions or operations in lieu of paying dividends. We will pay equity performance awards to an affiliate of the Manager based on our Net Economic Profit regardless of whether any dividends are made to our shareholders. Our board’s decisions with respect to our cash may result in no dividends to our shareholders. Furthermore, our board’s decisions with respect to dividends may adversely affect the market price of our Class A ordinary shares. In the event that we generate positive income, but pay limited or no dividends, you may, if you have made certain elections for U.S. federal income tax purposes with respect to your Class A ordinary shares, have a tax liability on our income in excess of the actual cash dividends received by you. If our board of directors decides to approve limited or no dividends, your primary remedy will be to sell your Class A ordinary shares at prevailing market prices, including at a loss, which prices may be low due to unfavorable or inconsistent dividends.

The royalties that we acquire following this offering may fall outside the biopharmaceutical industry, and any such assets, and the cash flows therefrom, may not resemble the assets in our current portfolio.

We have discretion as to the types of healthcare assets that we may acquire following consummation of this offering. While we expect the Manager to acquire assets that primarily fall within the biopharmaceutical industry, we are not obligated to do so and may acquire other types of healthcare assets that are peripheral to or

 

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outside of the biopharmaceutical industry. Consequently, our asset acquisitions following this offering, and the cash flows from such assets, may not resemble those of the assets in our current portfolio. There can be no assurance that assets acquired following this offering will have returns similar to the returns expected of the assets in our current portfolio or be profitable at all.

The Manager may be the subject of a change of control resulting in a disruption in our operations that could adversely affect our business, financial condition and results of operations.

There could be a change of control of the Manager and, in such a case, the new controlling party may have a different philosophy, employ advisory professionals who are less experienced, be unsuccessful in identifying asset acquisition opportunities or have a track record that is not as successful as that of the Manager prior to such a change of control. If the foregoing were to occur, we could experience difficulty in making new asset acquisitions, and the value of our existing assets, our business, results of operations and financial condition could materially suffer.

The Manager’s liability is limited under the Management Agreement, and we have agreed to indemnify the Manager against certain liabilities. As a result, we could experience unfavorable operating results or incur losses for which the Manager would not be liable.

Pursuant to the Management Agreement, the Manager will not assume any responsibility other than to render the services called for thereunder. Under the terms of the Management Agreement, the Manager and its affiliates (including EPA Holdings) and their respective officers, directors, stockholders, members, employees, agents and partners, and any other person who is entitled to indemnification (each, an “Indemnitee”) will not be liable to us, any subsidiary of ours, our directors, our stockholders or any subsidiary’s stockholders or partners for acts or omissions performed in accordance with and pursuant to the Management Agreement, except those resulting from acts constituting fraud, bad faith, willful misconduct, gross negligence (as such concept is interpreted under the laws of the State of New York) and a material breach of the Management Agreement that is not cured in accordance with its terms or a violation of applicable securities laws.

In addition, to the fullest extent permitted by law, we have agreed to indemnify the Indemnitees from and against any and all claims, liabilities, damages, losses, penalties, actions, judgments, costs and expenses (including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim) of any nature whatsoever, known or unknown, liquidated or unliquidated that are incurred by any Indemnitee or to which such Indemnitee may be subject by reason of its activities on behalf of the Company or any of its subsidiaries to the extent that such Indemnitee’s conduct did not constitute fraud, bad faith, willful misconduct, gross negligence (as such concept is interpreted under the laws of the State of New York), material breach of the Management Agreement that is not cured in accordance with the terms of the Management Agreement or a violation of applicable securities laws. As a result, we could experience unfavorable operating results or incur losses for which the Manager would not be liable.

Operational risks may disrupt our businesses, result in losses or limit our growth.

We and the Manager rely heavily on our respective financial, accounting, information and other data processing systems and cloud computing services, as well as those of our current and future collaborators, contractors or consultants. Such systems are vulnerable to damage or interruption from computer viruses, data corruption, cyber-based attacks, unauthorized access, natural disasters, pandemics, such as the current COVID-19 pandemic, terrorism, war and telecommunication and electrical failures. If any of these events occur and such systems do not operate properly or are disabled or if there is any unauthorized disclosure of data, whether as a result of tampering, a breach of network security systems, a cyber-incident or attack or otherwise, we could suffer substantial financial loss, increased costs, a disruption of our business, loss of trade secrets or other proprietary information, liability to us, regulatory intervention or reputational damage.

Furthermore, federal, state and international laws and regulations relating to data privacy and protection, such as the European Union’s General Data Protection Regulation (“GDPR”), which took effect in May 2018,

 

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and the California Consumer Privacy Act (“CCPA)”, which took effect in January 2020, can expose us to enforcement actions and investigations by regulatory authorities, and potentially result in regulatory penalties and significant legal liability, if our information technology security efforts or data privacy and protection compliance efforts fail. In addition, we operate a business that is highly dependent on information systems and technology. Our information systems and technology and that of the Manager may not continue to be able to accommodate our growth, and the cost of maintaining such systems may increase from its current level. Such a failure to accommodate growth, or an increase in costs related to such information systems, could have a material adverse effect on our business, financial condition and results of operations.

A disaster or a disruption in the public infrastructure that supports our business, including a disruption involving electronic communications or other services used by us or third parties with whom we conduct business, could have a material adverse effect on our ability to continue to operate our business without interruption. Our disaster recovery programs and those of the Manager may not be sufficient to mitigate the harm that may result from such a disaster or disruption. In addition, insurance and other safeguards might only partially reimburse us for our losses, if at all.

In addition, sustaining our growth may require us or the Manager to commit additional management, operational and financial resources to identify new professionals to join the team and to maintain appropriate operational and financial systems to adequately support expansion. Due to the fact that the market for hiring talented professionals is competitive, we may not be able to grow at the pace we desire.

The current outbreak of the novel coronavirus, or COVID-19, or the future outbreak of any other highly infectious or contagious diseases, could materially and adversely affect our results of operations, financial condition and cash flows. Further, the spread of the COVID-19 outbreak has caused severe disruptions in the U.S. and global economy and financial markets and could potentially create widespread business continuity issues of an as yet unknown magnitude and duration.

In December 2019, a novel strain of coronavirus (COVID-19) was reported to have surfaced in Wuhan, China. COVID-19 has since spread to over 100 countries, including every state in the United States. On March 11, 2020 the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020 the United States declared a national emergency with respect to COVID-19.

The outbreak of COVID-19 has severely impacted global economic activity and caused significant volatility and negative pressure in financial markets. The global impact of the outbreak has been rapidly evolving and many countries, including the United States, have reacted by instituting quarantines, mandating business and school closures and restricting travel. Many experts predict that the outbreak will trigger a period of global economic slowdown or a global recession. COVID-19 or another pandemic could have material and adverse effects on us due to, among other factors:

 

   

a general decline in business activity;

 

   

the destabilization of the markets could negatively impact our partners in the biopharmaceutical industry and the sales of products generating our royalties;

 

   

difficulty accessing the capital and credit markets on favorable terms, or at all, and a severe disruption and instability in the global financial markets, or deteriorations in credit and financing conditions which could affect our access to capital necessary to fund business operations or address maturing liabilities on a timely basis;

 

   

the potential negative impact on the health of our Manager’s highly qualified personnel, especially if a significant number of them are impacted;

 

   

a deterioration in our ability to ensure business continuity during a disruption;

 

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interruptions, shortages, delivery delays and potential discontinuation of supply to our partners, which could (i) delay the clinical trials of the development-stage product candidates underlying our assets and result in a loss of our market share for products generating our royalties or development-stage product candidates underlying our assets, if approved, and (ii) hinder our partners’ ability to timely distribute products generating our royalties and satisfy customer demand;

 

   

travel restrictions, shelter-in-place policies or restrictions and other disruptions, which could cause or continue to cause delays and other direct impacts at our partners’ manufacturing sites, which could impact the ability of our partners to manufacture development-stage product candidates underlying our biopharmaceutical assets and products generating our royalties; and

 

   

potential interruptions to our partners’ clinical trial programs of development-stage product candidates underlying our biopharmaceutical assets, including: (i) the potential diversion of healthcare resources away from the conduct of clinical trials to focus on pandemic concerns; (ii) changes in hospital or research institution policies or government regulations, which could delay or adversely impact our partners’ ability to conduct their clinical trials; and (iii) pauses to or delays of trial procedures (particularly any procedures that may be deemed non-essential), patient dosing, shipment of our partners’ development-stage product candidates, distribution of clinical trial materials, study monitoring, site inspections and data analysis due to reasons related to the pandemic, each of which could cause or continue to cause a disruption or delay to the development or the approval of development-stage product candidates underlying our biopharmaceutical assets.

The rapid development and fluidity of this situation makes it impossible to predict the ultimate adverse impact of COVID-19. Nevertheless, COVID-19 presents material uncertainty which could adversely affect our results of operations, financial condition and cash flows.

Legal claims and proceedings could adversely impact our business.

We may be subject to a wide variety of legal claims and proceedings. Regardless of their merit, these claims can require significant time and expense to investigate and defend. Since litigation is inherently uncertain, there is no guarantee that we will be successful in defending ourselves against such claims or proceedings, or that our assessment of the materiality of these matters, including any reserves taken in connection therewith, will be consistent with the ultimate outcome of such matters. The resolution of, or increase in the reserves taken in connection with, one or more of these matters could have a material adverse effect on our business, results of operations, cash flows and financial condition.

We are subject to the U.K. Bribery Act, the U.S. Foreign Corrupt Practices Act and other anti-corruption laws, as well as export control laws, import and customs laws, trade and economic sanctions laws and other laws governing our operations.

Our operations are subject to anti-corruption laws, including the U.K. Bribery Act 2010 (“Bribery Act”), the U.S. Foreign Corrupt Practices Act of 1977, as amended the (“FCPA”), the U.S. domestic bribery statute contained in 18 U.S.C. §201, the U.S. Travel Act, and other anti-corruption laws that apply in countries where we do business. The Bribery Act, the FCPA and these other laws generally prohibit us and our employees and intermediaries from authorizing, promising, offering, or providing, directly or indirectly, improper or prohibited payments, or anything else of value, to government officials or other persons to obtain or retain business or gain some other business advantage. Under the Bribery Act, we may also be liable for failing to prevent a person associated with us from committing a bribery offense. We and our commercial partners operate in a number of jurisdictions that pose a high risk of potential Bribery Act or FCPA violations, and we participate in collaborations and relationships with third parties whose corrupt or illegal activities could potentially subject us to liability under the Bribery Act, FCPA or local anti-corruption laws, even if we do not explicitly authorize or have actual knowledge of such activities. In addition, we cannot predict the nature, scope or effect of future

 

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regulatory requirements to which our international operations might be subject or the manner in which existing laws might be administered or interpreted.

We are also subject to other laws and regulations governing our international operations, including regulations administered by the governments of the United Kingdom and the United States, and authorities in the European Union, including applicable export control regulations, economic sanctions and embargoes on certain countries and persons, anti-money laundering laws, import and customs requirements and currency exchange regulations, collectively referred to as the Trade Control laws.

There is no assurance that we will be completely effective in ensuring our compliance with all applicable anti-corruption laws, including the Bribery Act, the FCPA or other legal requirements, including Trade Control laws. If we are not in compliance with the Bribery Act, the FCPA and other anti-corruption laws or Trade Control laws, we may be subject to criminal and civil penalties, disgorgement and other sanctions and remedial measures, and legal expenses, which could have an adverse impact on our business, financial condition, results of operations and liquidity. Likewise, any investigation of any potential violations of the Bribery Act, the FCPA, other anti-corruption laws or Trade Control laws by the United Kingdom, United States or other authorities could also have an adverse impact on our reputation, our business, results of operations and financial condition.

Efforts to ensure that our business arrangements with third parties will comply with applicable healthcare laws and regulations will involve substantial costs. Because of the breadth of these laws and the narrowness of the statutory exceptions and safe harbors available, it is possible that some of our business activities could be subject to challenge under one or more of such laws. It is possible that governmental authorities will conclude that our business practices may not comply with current or future statutes, regulations or case law involving applicable fraud and abuse or other healthcare laws and regulations. If our operations are found to be in violation of any of these laws or any other governmental regulations that may apply to us, we may be subject to significant criminal, civil and administrative sanctions, including monetary penalties, damages, fines, disgorgement, individual imprisonment and exclusion from participation in government-funded healthcare programs, such as Medicare and Medicaid, additional reporting requirements and oversight if we become subject to a corporate integrity agreement or similar agreement to resolve allegations of non-compliance with these laws, reputational harm, and we may be required to curtail or restructure our operations, any of which could adversely affect our ability to operate our business and our results of operations.

The risk of our being found in violation of these laws is increased by the fact that many of them have not been fully interpreted by the regulatory authorities or the courts, and their provisions are open to a variety of interpretations. Any action against us for violation of these laws, even if we successfully defend against it, could cause us to incur significant legal expenses and divert our management’s attention from the operation of our business. The shifting compliance environment and the need to build and maintain robust and expandable systems to comply with multiple jurisdictions with different compliance and/or reporting requirements increases the possibility that a healthcare company may run afoul of one or more of the requirements.

The EU directive on alternative investment fund managers (the “AIFM Directive”) may significantly increase our compliance costs.

The AIFM Directive has been implemented into the national law of the majority of member states of the European Economic Area and the United Kingdom (each an “AIFM state”). The AIFM Directive sets out minimum conditions related to the marketing of interests in alternative investment funds (such as our Class A ordinary shares) in the AIFM states and may impact our ability to attract investors in the AIFM states and may significantly increase our and the Manager’s compliance costs. Such conditions include requirements for us to register with the competent authority in the relevant AIFM in order to market the Class A ordinary shares to investors, state requirements to file periodic reports with the competent authority in the relevant AIFM state and requirements to comply with disclosure and reporting obligations in respect of investors in the relevant AIFM state. Such reports and disclosures may become publicly available. While such conditions are met in relation to

 

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the AIFM states where our Class A ordinary shares will be marketed, there can be no guarantee that this will continue to be the case. The AIFM Directive does not, however, prohibit an investor in such AIFM state from subscribing for our Class A ordinary shares at their own initiative in circumstances where such Class A ordinary shares have not been marketed in such AIFM state and we may issue our Class A ordinary shares to such investors, as long as they have provided us and the Manager with representations that they have done so at their own initiative.

In each AIFM state, our Class A ordinary shares may only be offered to investors in accordance with local measures implementing the AIFM Directive. Investors, together with any person making or assisting in the decision to invest in us, who are situated, domiciled or who have a registered office, in an AIFM state where our Class A ordinary shares are not being offered pursuant to private placement rules implementing the AIFM Directive may invest, or effect an investment in our Class A ordinary shares, but only in circumstances where they do so at their own initiative. Any investor subscribing for our Class A ordinary shares at their own initiative in such AIFM state should note that as we have not been registered for marketed in that AIFM state, no reports will be filed with the competent authority in the relevant AIFM state by or in respect of us and no investor shall be entitled to receive any disclosure or report that is mandated in respect of an alternative investment fund being marketed pursuant to the AIFM Directive.

Risks Relating to Our Organization and Structure

We are a holding company with no operations and will rely on our subsidiaries to provide us with funds necessary to meet our financial obligations and to pay dividends.

We are a holding company with no material direct operations. Our principal asset is the controlling equity interest in RP Holdings. As a result, we will be dependent on loans, dividends and other payments from our subsidiaries to generate the funds necessary to meet our financial obligations and to pay dividends on our ordinary shares. Our subsidiaries are legally distinct from us and may be prohibited or restricted from paying dividends or otherwise making funds available to us under certain conditions. If the cash we receive from our subsidiaries pursuant to dividend payments is insufficient for us to fund our obligations, or if a subsidiary is unable to pay dividends to us, provided that we have sufficient distributable profits, our net assets exceed the total of our called-up share capital and distributable reserves and any dividend would not reduce our net assets to less than such total, we may be required to raise cash through the incurrence of debt, the issuance of equity or the sale of assets to fund the payment of the dividends. However, there is no assurance that we would be able to raise cash by these means. If the ability of any of our subsidiaries to pay dividends or make other distributions or payments to us is materially restricted by regulatory or legal requirements, bankruptcy or insolvency, or our need to maintain our financial strength ratings, or is limited due to operating results or other factors, it could materially adversely affect our ability to pay our operating costs and other corporate expenses and we may be unable to, or our board may exercise its discretion not to, pay dividends.

Our structure will result in tax distributions to owners of RP Holdings Class C Special Interests.

RP Holdings will be treated as a partnership for U.S. federal income tax purposes and will have owners that are subject to U.S. federal income taxation. To the extent permitted by applicable law, RP Holdings is required to make cash distributions, or tax distributions, to owners of RP Holdings Class C Special Interests, calculated using an assumed tax rate that is generally uniform for all recipients regardless of their tax status. Funds used by RP Holdings to satisfy its tax distribution obligations will not be available for reinvestment in our business.

Risks Relating to Our Class A Ordinary Shares and this Offering

There may not be an active trading market for our Class A ordinary shares, which may cause our Class A ordinary shares to trade at a discount from the initial offering price and make it difficult to sell the Class A ordinary shares that you purchase.

Prior to this offering, there has not been a public trading market for our Class A ordinary shares. We cannot predict the extent to which investor interest in our company will lead to the development of a trading market on

 

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Nasdaq or how liquid that market may become. It is possible that after this offering an active trading market will not develop or, if one does develop, it may not be sustained, which would make it difficult for you to sell your Class A ordinary shares at an attractive price or at all. The initial public offering price per share will be determined by agreement among us and the representative of the underwriters of this offering, and may not be indicative of the price at which our Class A ordinary shares will trade in the public market after this offering.

The market price of our Class A ordinary shares may decline due to the large number of Class A ordinary shares eligible for future sale.

The market price of our Class A ordinary shares could decline as a result of sales of a large number of Class A ordinary shares in the market after this offering or the perception that such sales could occur. These sales, or the possibility that these sales could occur, also may make it more difficult for us to sell Class A ordinary shares in the future at a time and at a price that we deem appropriate. See “Class A Ordinary Shares Eligible for Future Sale.” Subject to the lock-up restrictions described under “Underwriting,” we may issue and sell in the future additional Class A ordinary shares.

Upon the closing of this offering, except as otherwise described herein, all shares that are being offered hereby will be freely tradable without restriction, assuming they are not held by our “affiliates,” as that term is defined in Rule 144 under the Securities Act. In addition, we intend to grant registration rights to the holders of             Class A ordinary shares or their transferees (including those holders of              RP Holdings Class B Interests exchangeable on a one-for-one basis for Class A ordinary shares pursuant to the Exchange Agreement), entitling them to the right to demand that we file a registration statement with the SEC registering the offer and sale of a specified number of Class A ordinary shares. See “Class A Ordinary Shares Eligible for Future Sale—Registration Rights.” Any Class A ordinary shares registered pursuant to the registration rights agreement will be freely tradable in the public market, subject to applicable lock-up periods, if any. In addition, in connection with this offering, we, all of our directors, our executive officers, the Manager, certain employees of the Manager and the Continuing Investors Partnerships (which hold all of our Class B shares and RP Holdings Class B Interests exchangeable for Class A ordinary shares) have each agreed, subject to certain exceptions, to be subject to a 180-day lock-up restriction. See “Class A Ordinary Shares Eligible for Future Sale—Lock-up Agreements.” J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC may waive these restrictions at their discretion. The market price of our Class A ordinary shares may decline significantly when this lock-up restriction lapses.

If securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations regarding our Class A ordinary shares, the trading price and trading volume of our Class A ordinary shares could decline.

The trading market for our Class A ordinary shares will be influenced by the research and reports that industry or securities analysts publish about us or our business. If any of the analysts who cover us downgrades our Class A ordinary shares or publishes inaccurate or unfavorable research about our business, the market price of our Class A ordinary shares may decline. If analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the trading price or trading volume of our Class A ordinary shares to decline and our Class A ordinary shares to be less liquid.

We have broad discretion in the use of our cash and cash equivalents, including the net proceeds from this offering, and may not use them effectively.

We will have broad discretion in the application of our cash, cash equivalents and investments, including the net proceeds from this offering, and could spend the proceeds in ways that do not improve our results of operations or enhance the value of our Class A ordinary shares. The failure by management to apply these funds effectively could result in financial losses that could have a material adverse impact on our business, cause the price of our Class A ordinary shares to decline, and interfere with our ability to acquire royalty assets. Pending

 

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their use, we may invest our cash and cash equivalents, including the net proceeds from this offering, in a manner that does not produce income or that loses value. See the section titled “Use of Proceeds” appearing elsewhere in this prospectus.

We may not be able to use the net proceeds we receive in this offering toward royalty acquisitions.

We intend to use the net proceeds to us from this offering to acquire royalties and for general corporate purposes. However, due to the potential unavailability of appropriate royalty acquisitions, we cannot assure you that the net proceeds from this offering will be used for the above purposes within a certain period of time or at all. Until we use the net proceeds to us from this offering, we plan to invest them in short-term investments, and these investments may not yield a favorable rate of return. If we do not invest or apply the net proceeds from this offering in ways that enhance shareholder value, we may fail to achieve expected financial results. You will not have the opportunity to influence our decisions on how we use our net proceeds from this offering. See “Use of Proceeds.”

The market price of our Class A ordinary shares may be volatile, which could cause the value of your investment to decline.

Even if a trading market develops, the market price of our Class A ordinary shares may be highly volatile and could be subject to wide fluctuations. Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could reduce the market price of Class A ordinary shares in spite of our operating performance. In addition, our operating results could be below the expectations of public market analysts and investors due to a number of potential factors, including:

 

   

market conditions in the broader stock market in general, or in our industry in particular;

 

   

variations in our quarterly operating results or dividends to shareholders;

 

   

additions or departures of key management personnel at the Manager;

 

   

failure to meet analysts’ earnings estimates;

 

   

publication of research reports about our industry;

 

   

third-party healthcare reimbursement policies and practices;

 

   

litigation and government investigations;

 

   

changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof affecting our business;

 

   

no results, or projected results, from marketers of products that generate our royalties;

 

   

results from, and any delays to, the clinical trial programs of development-stage product candidates underlying our biopharmaceutical assets or other issues relating to such products, including regulatory approval or commercialization;

 

   

adverse market reaction to any indebtedness that we may incur or securities we may issue in the future;

 

   

changes in market valuations of similar companies or speculation in the press or investment community;

 

   

announcements by our competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures or capital commitments;

 

   

litigation;

 

   

economic and political conditions or events; and

 

   

adverse publicity about the industries in which we participate or individual scandals.

 

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These and other factors may cause the market price of and demand for our Class A ordinary shares to fluctuate significantly, which may limit or prevent you from reselling your Class A ordinary shares at or above the initial public offering price.

The stock market in general has from time to time experienced extreme price and volume fluctuations, including in recent months. In addition, in the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against public companies. This type of litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

You will suffer dilution in the net tangible book value of the Class A ordinary shares that you purchase.

The initial public offering price of our Class A ordinary shares will be substantially higher than the net tangible book value as further adjusted per share issued and outstanding immediately after this offering. Investors who purchase Class A ordinary shares in this offering will pay a price per share that substantially exceeds the net tangible book value per Class A ordinary share. If you purchase our Class A ordinary shares in this offering, you will experience immediate and substantial dilution of $            in the net tangible book value per share. See “Dilution.”

Future offerings of debt or equity securities by us may adversely affect the market price of our Class A ordinary shares.

In the future, we may attempt to obtain financing or to further increase our capital resources by issuing additional Class A ordinary shares or offering debt or other equity securities, including commercial paper, medium-term notes, senior or subordinated notes, or debt securities convertible into equity. Future acquisitions or other investments could require substantial additional capital in excess of cash from operations. We would expect to finance the capital required for acquisitions through a combination of additional issuances of equity, corporate indebtedness, asset-backed financing and/or cash from operations.

Issuing additional Class A ordinary shares or other equity securities or securities convertible into equity may dilute the economic and voting rights of our shareholders at the time of such issuance or reduce the market price of our Class A ordinary shares or both. Upon liquidation, holders of debt securities and lenders with respect to other borrowings would receive a distribution of our available assets prior to the holders of our Class A ordinary shares. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, which may adversely affect the amount, timing or nature of our future offerings. Thus, holders of our Class A ordinary shares bear the risk that our future offerings may reduce the market price of our Class A ordinary shares and dilute their shareholdings in us. See “Description of Share Capital.”

Our Articles of Association to be effective in connection with the closing of this offering will provide that the courts of England and Wales will be the exclusive forum for the resolution of all shareholder complaints other than complaints asserting a cause of action arising under the Securities Act and the Exchange Act, and that the U.S. federal district courts will be the exclusive forum for the resolution of any shareholder complaint asserting a cause of action arising under the Securities Act and the Exchange Act.

Our Articles of Association to be effective in connection with the closing of this offering will provide that the courts of England and Wales will be the exclusive forum for resolving all shareholder complaints other than shareholder complaints asserting a cause of action arising under the Securities Act and the Exchange Act, and that the U.S. federal district courts will be the exclusive forum for resolving any shareholder complaint asserting a cause of action arising under the Securities Act and the Exchange Act, including applicable claims arising out of this offering. This choice of forum provision may limit a shareholder’s ability to bring a claim in a judicial

 

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forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits. If a court were to find either choice of forum provision contained in our Articles of Association to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our results of operations and financial condition.

U.S. investors may have difficulty enforcing civil liabilities against our company, our directors or members of senior management and the experts named in this prospectus.

We are a public limited company with our registered office in England and our subsidiaries are incorporated in various jurisdictions, including jurisdictions outside the United States. One of our directors is not a resident of the United States, and a substantial portion of our assets and the assets of this director are located outside the United States. As a result, it may be difficult for investors to effect service of process on this director in the United States or to enforce in the United States judgments obtained in U.S. courts against us or this director based on the civil liability provisions of the U.S. securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of England may render you unable to enforce a judgment against our assets or the assets of our directors and executive officers. In addition, it is doubtful whether English courts would enforce certain civil liabilities under U.S. securities laws in original actions or judgments of U.S. courts based upon these civil liability provisions. In addition, awards of punitive damages in actions brought in the United States or elsewhere may be unenforceable in the United Kingdom. An award for monetary damages under the U.S. securities laws would likely be considered punitive if it does not seek to compensate the claimant for loss or damage suffered and is intended to punish the defendant. The enforceability of any judgment in the United Kingdom will depend on the particular facts of the case as well as the laws and treaties in effect at the time. The United States and the United Kingdom do not currently have a treaty providing for recognition and enforcement of judgments (other than arbitration awards) in civil and commercial matters. As a result of the above, public holders of our Class A ordinary shares may have more difficulty in protecting their interest through actions against our management, directors or major shareholders than they would as shareholders of a U.S. public company.

The rights of our shareholders may differ from the rights typically offered to shareholders of a U.S. corporation and these differences may make our Class A ordinary shares less attractive to investors.

We are incorporated under English law. The rights of holders of our Class A ordinary shares are governed by English law, including the provisions of the Companies Act 2006 (the “U.K. Companies Act”), and by our Articles of Association. These rights differ in certain respects from the rights of shareholders in typical U.S. corporations and these differences may make our Class A ordinary shares less attractive to investors.

The City Code on Takeovers and Mergers (the “Takeover Code”) applies, among other things, to an offer for a public company whose registered office is in the United Kingdom (or the Channel Islands or the Isle of Man) and whose securities are not admitted to trading on a regulated market in the United Kingdom (or the Channel Islands or the Isle of Man) if the company is considered by the Panel on Takeovers and Mergers (the “Takeover Panel”) to have its place of central management and control in the United Kingdom (or the Channel Islands or the Isle of Man). This is known as the “residency test.” The test for central management and control under the Takeover Code is different from that used by the U.K. tax authorities. Under the Takeover Code, the Takeover Panel will determine whether we have our place of central management and control in the United Kingdom by looking at various factors, including the structure of our board of directors, the functions of the directors and where they are resident.

If at the time of a takeover offer the Takeover Panel determines that we have our place of central management and control in the United Kingdom, we would be subject to a number of rules and restrictions, including but not limited to the following: (i) our ability to enter into deal protection arrangements with a bidder would be extremely limited; (ii) we might not, without the approval of our shareholders, be able to perform certain

 

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actions that could have the effect of frustrating an offer, such as issuing shares or carrying out acquisitions or disposals; and (iii) we would be obliged to provide equality of information to all bona fide competing bidders.

Given that our current intention is not to have central management and control situated within the United Kingdom (or the Channel Islands or the Isle of Man, but to have such management and control situated within the United States), we do not currently envisage that the Takeover Code will apply to an offer for the Company.

Under English law, and whether or not the Company is subject to the Takeover Code, an offeror for the Company that has acquired (i) 90% in value of; and (ii) 90% of the voting rights carried by the shares to which the offer relates may exercise statutory squeeze-out rights to compulsorily acquire the shares of the non-assenting minority. However, if an offer for the Company is conducted by way of a scheme of arrangement the threshold for the offeror obtaining 100% of Company shares comprises two components (i) approval by a majority in number of each class of Company shareholders present and voting at the shareholder meeting; and (ii) approval of Company shareholders representing 75% or more in value of each class of Company shareholders present and voting at that meeting.

As an English public limited company, certain capital structure decisions will require shareholder approval, which may limit our flexibility to manage our capital structure.

Prior to the consummation of this offering, we altered the legal status of our company under English law from a private limited company by re-registering as a public limited company and changing our name from Royalty Pharma Ltd to Royalty Pharma plc. English law provides that a board of directors may only allot shares (or rights to subscribe for or convert into shares) with the prior authorization of shareholders, such authorization stating the aggregate nominal amount of shares that it covers and valid for a maximum period of five years, each as specified in the articles of association or relevant shareholder resolution. We have obtained authority from our shareholders to allot additional shares for a period of five years from             , which authorization will need to be renewed upon expiration (i.e., at least every five years) but may be sought more frequently for additional five-year terms (or any shorter period).

English law also generally provides shareholders with preemptive rights when new shares are issued for cash. However, it is possible for the articles of association, or for shareholders to pass a special resolution at a general meeting, being a resolution passed by at least 75% of the votes cast, to disapply preemptive rights. Such a disapplication of preemptive rights may be for a maximum period of up to five years from the date of adoption of the articles of association, if the disapplication is contained in the articles of association, or from the date of the shareholder special resolution, if the disapplication is by shareholder special resolution. In either case, this disapplication would need to be renewed by our shareholders upon its expiration (i.e., at least every five years). We have obtained authority from our shareholders to disapply preemptive rights for a period of five years from             , which disapplication will need to be renewed upon expiration (i.e., at least every five years) to remain effective, but may be sought more frequently for additional five-year terms (or any shorter period).

English law also generally prohibits a public company from repurchasing its own shares without the prior approval of shareholders by ordinary resolution, being a resolution passed by a simple majority of votes cast, and other formalities. Such approval may be for a maximum period of up to five years. See “Description of Share Capital.”

The United Kingdom’s vote in favor of withdrawing from the European Union may have a negative effect on global economic conditions, financial markets and our business, which could reduce the market price of our Class A ordinary shares.

In June 2016, a majority of those voting in a national referendum in the United Kingdom voted to withdraw from the European Union. The withdrawal of the United Kingdom from the European Union (commonly referred to as “Brexit”) took effect on January 31, 2020 (the “Exit Day”). A post-Brexit transition period started on the Exit Day and is scheduled to expire on December 31, 2020. During the transition period most EU law continues

 

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to apply to the United Kingdom while the future relationship between the United Kingdom and the EU is formally negotiated, based on terms set out in the political declaration on the framework for the future relationship made by the United Kingdom and EU negotiators. These developments, may have a significant adverse effect on global economic conditions and the stability of global financial markets, and could significantly reduce global market liquidity and restrict the ability of key market participants to operate in certain financial markets. In particular, it could also lead to a period of considerable uncertainty in relation to the U.K. financial and banking markets, as well as on the regulatory process in Europe. As a result of this uncertainty, global financial markets could experience significant volatility, which could adversely affect the market price of our Class A ordinary shares. Asset valuations, currency exchange rates and credit ratings may also be subject to increased market volatility. Lack of clarity about future U.K. laws and regulations as the United Kingdom determines which European Union rules and regulations to replace or replicate, including financial laws and regulations, tax and free trade agreements, intellectual property rights, could increase costs, depress economic activity and restrict our access to capital.

We may also face new regulatory costs and challenges that could have an adverse effect on our operations. Depending on the terms for a future relationship between the United Kingdom and European Union, the United Kingdom could lose the benefits of global trade agreements negotiated by the European Union on behalf of its members, which may result in increased trade barriers that could make our doing business in Europe more difficult. In addition, currency exchange rates in the pound sterling and the euro with respect to each other and the U.S. dollar have already been adversely affected by Brexit. Furthermore, at present, there are no indications of the effect Brexit will have on the pathway to obtaining marketing approval for any of our development-stage product candidates in the United Kingdom, or what, if any, role the EMA may have in the approval process.

If our Class A ordinary shares are not eligible for deposit and clearing within the facilities of DTC, then transactions in our securities may be disrupted.

The facilities of DTC are a widely-used mechanism that allow for rapid electronic transfers of securities between the participants in the DTC system, which include many large banks and brokerage firms. We expect that our Class A ordinary shares will be eligible for deposit and clearing within the DTC system. We expect to enter into arrangements with DTC whereby we will agree to indemnify DTC for any stamp duty or SDRT that may be assessed upon it as a result of its service as a depository and clearing agency for our Class A ordinary shares. We expect these actions, among others, will result in DTC agreeing to accept the Class A ordinary shares for deposit and clearing within its facilities.

DTC is not obligated to accept the Class A ordinary shares for deposit and clearing within its facilities in connection with this offering and, even if DTC does initially accept the Class A ordinary shares, it will generally have discretion to cease to act as a depository and clearing agency for the ordinary shares, including to the extent that any changes in U.K. law (including changes as a result of the U.K.’s withdrawal from the EU, which could affect the stamp duty or SDRT position as further discussed in the section entitled “Material Tax Considerations—Material U.K. Tax Considerations” of this prospectus) change the stamp duty or SDRT position in relation to the Class A ordinary shares. If DTC determined prior to the completion of this offering that the shares are not eligible for clearance within the DTC system, then we would not expect to complete the Reorganization Transactions contemplated by this prospectus in their current form. However, if DTC determined at any time after the completion of this offering that the shares were not eligible for continued deposit and clearance within its facilities, then we believe the shares would not be eligible for continued listing on a U.S. securities exchange and trading in the shares would be disrupted. While we would pursue alternative arrangements to preserve our listing and maintain trading, any such disruption could have a material adverse effect on the market price of our Class A ordinary shares.

The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.

As a public entity, we will be subject to the reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (“U.S. Exchange Act”), the requirements of the U.S. Sarbanes-Oxley Act of 2002

 

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(“U.S. Sarbanes-Oxley Act”), and the requirements of the U.K. Companies Act and, if applicable, the Takeover Code. The requirements of these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. After the closing of this offering, we will be obligated to file with the SEC annual and quarterly information and other reports that are specified in the Exchange Act, and therefore will need to have the ability to prepare financial statements that are compliant with all SEC reporting requirements on a timely basis. In addition, we will be subject to other reporting and corporate governance requirements, including certain requirements of Nasdaq and certain provisions of the Sarbanes-Oxley Act and the regulations promulgated thereunder, which will impose significant compliance obligations upon us. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal controls for financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required, and management’s attention may be diverted from other business concerns.

We expect our compliance with the requirements under the U.S. Exchange Act, the U.S. Sarbanes-Oxley Act, the U.K. Companies Act and, if applicable, the Takeover Code and the rules and regulations thereunder to increase our legal and financial compliance costs and to make some activities more time consuming and costly. We also expect these rules and regulations may make it more difficult and more expensive for us to obtain directors’ and officers’ liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

Failure to establish and maintain effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business, reputation and the trading price of our Class A ordinary shares.

We have not previously been required to comply with the requirements of the U.S. Sarbanes–Oxley Act, including the internal controls evaluation and certification requirements of Section 404 of that statute, and we will not be required to comply with all of those requirements until we have been subject to the reporting requirements of the U.S. Exchange Act for a specified period of time. Accordingly, our internal controls over financial reporting do not currently meet all of the standards contemplated by Section 404 that we will eventually be required to meet. We are in the process of addressing our internal controls over financial reporting and are establishing formal policies, processes and practices related to financial reporting and to the identification of key financial reporting risks, assessment of their potential effect and linkage of those risks to specific areas and activities within our organization.

Additionally, we have begun the process of documenting our internal controls procedures to satisfy the requirements of Section 404, which requires annual management assessments of the effectiveness of our internal controls over financial reporting and a report by our independent registered public accounting firm addressing these assessments. During the course of our ongoing evaluation and integration of the internal controls over financial reporting, we may identify areas requiring improvement, and we may have to design enhanced processes and controls to address issues identified through this review. For example, we anticipate that the Manager will hire additional administrative and accounting personnel to conduct our financial reporting.

Because we do not currently have comprehensive documentation of our internal controls over financial reporting and have not yet tested our internal controls over financial reporting in accordance with Section 404, we cannot conclude in accordance with Section 404 that we do not have a material weakness in our internal controls over financial reporting or a combination of significant deficiencies that could result in the conclusion that we have a material weakness in our internal controls over financial reporting. As a public entity, we will be required to complete our initial assessment in a timely manner. If we are not able to implement the requirements of Section 404 in a timely manner or with adequate compliance, our financial reporting could be adversely affected. We may be unable to report our financial information on a timely or reliable basis, which may subject us to adverse regulatory consequences, including sanctions by the SEC or violations of applicable stock exchange

 

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listing rules, and result in a breach of the covenants under the agreements governing any of our financing arrangements. There could also be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements. Confidence in the reliability of our financial statements could also suffer if our independent registered public accounting firm were to report a material weakness in our internal controls over financial reporting. This could materially adversely affect our business and lead to a decline in the trading price of our Class A ordinary shares.

Risks Relating to Taxation

Our structure involves complex provisions of tax law for which no clear precedent or authority may be available. Our structure also is subject to potential legislative, judicial or administrative change and differing interpretations, possibly on a retroactive basis.

The tax treatment of shareholders and us (including the Irish, U.K. and U.S. federal income tax treatment) depends in some instances on determinations of fact and interpretations of complex provisions of applicable tax law for which no clear precedent or authority may be available. You should be aware that our tax position is not free from doubt, and that applicable tax rules are generally subject to review by persons involved in the legislative process and the relevant tax authorities, which could result in revised interpretations of established concepts, statutory changes, revisions to regulations and other modifications and interpretations. The present tax treatment of an investment in our Class A ordinary shares and of our operations may be modified by administrative, legislative or judicial interpretation at any time, and any such action may affect investments and commitments previously made. No ruling will be sought from the any relevant tax authority regarding any of the tax issues discussed herein other than from the U.K. tax authority in relation to U.K. stamp taxes, and no assurance can be given that the relevant tax authorities will not challenge any of our tax positions and that such challenge would not succeed. If any such position is successfully challenged, our tax liabilities could materially increase, which would have an adverse effect on our profitability, cash flows and the value of your investment in our Class A ordinary shares.

There have been significant changes both made and proposed to international tax laws that increase the complexity, burden and cost of tax compliance for all multinational groups. The Organization for Economic Co-operation and Development (“OECD”) is continuously considering recommendations for changes to existing tax laws. We expect to continue to monitor these and other developments in international tax law.

We expect to be classified as a PFIC for U.S. federal income tax purposes, which could subject U.S. holders of our Class A ordinary shares to adverse U.S. federal income tax consequences.

We expect to be classified as a PFIC for U.S. federal income tax purposes. A foreign corporation is generally a PFIC if either at least 75% of its gross income is “passive income,” or 50% of the gross value of its assets is attributable to assets that produce, or are held for the production of, passive income. We generally expect that our income, which consists primarily of passive income, and our assets, which consist primarily of assets that produce passive income, will satisfy these tests and result in our treatment as a PFIC for the current taxable year and any future taxable year. If you are a U.S. Holder (as defined below in “Material Tax Considerations—Material U.S. Federal Income Tax Considerations”) and do not make a QEF election with respect to us or a mark-to-market election with respect to our Class A ordinary shares, you will be subject to potentially material adverse tax consequences, including (i) the treatment of any gain on disposition of our Class A ordinary shares as ordinary income and (ii) the application of a deferred interest charge on such gain and the receipt of certain distributions on our Class A ordinary shares. In addition, regardless of whether a QEF or mark-to-market election is made with respect to us, a U.S. Holder of our Class A ordinary shares will be required to file an annual report on IRS Form 8621 containing such information with respect to its interest in a PFIC as the IRS may require. Failure to file IRS Form 8621 for each applicable taxable year may result in substantial penalties and result in the U.S. Holder’s taxable years being open to audit by the IRS until such Forms are properly filed. Further, if we are a PFIC for any taxable year during which a U.S. Holder holds our Class A ordinary shares, we generally would continue to be treated as a PFIC with respect to that U.S. Holder for all succeeding years during which the U.S. Holder holds our Class A ordinary shares, even if we ceased to meet the

 

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threshold requirements for PFIC status, unless the U.S. Holder makes a special “purging” election on IRS Form 8621. The effect of these adverse tax consequences could be materially adverse to you.

See “Material Tax Considerations--Material U.S. Federal Income Tax Considerations--Taxation of Shareholders--Taxable U.S. Holders--Passive Foreign Investment Companies” for more details regarding the foregoing. The effect of these adverse tax consequences could be materially adverse to you.

If you are a U.S. Holder and make a valid, timely QEF election for us, the potentially adverse tax consequences discussed above may be mitigated, but you could still recognize taxable income in a taxable year with respect to our Class A ordinary shares in excess of any distributions that we make to you in that year, thus giving rise to so-called “phantom income” and to a potential tax liability in excess of actual cash received. In addition, U.S. Holders will also need to make the QEF election with respect to any PFIC owned by us in order to avoid being subject to the adverse tax consequences described above. We expect to provide information to all electing shareholders needed to comply with the QEF election, including with respect to any of our subsidiaries that may be classified as a PFIC. However, no assurance can be given that we will be able to provide information necessary to make QEF elections with respect to any subsidiary that is a PFIC and that we will not control. As a result, even if a U.S. Holder validly makes a timely QEF election with respect to our Class A ordinary shares, the U.S. Holder may continue to be subject to the adverse tax consequences described above with respect to its indirect interest in any of our subsidiaries that are PFICs and that we will not control. U.S. Holders should consult their tax advisors as to the availability and desirability of a QEF election, as well as the impact of such election on interests in any lower-tier PFICs.

If you are a U.S. Holder and make a valid, timely mark-to-market election with respect to our Class A ordinary shares, you will recognize as ordinary income or loss in each year that we are a PFIC an amount equal to the difference between your basis in our Class A ordinary shares and the fair market value of the Class A ordinary shares, thus also possibly giving rise to phantom income and a potential tax liability in excess of actual cash received. Ordinary loss generally is recognized only to the extent of net mark-to-market gains previously included in income. U.S. Holders should also be aware that there is no provision in the U.S. Internal Revenue Code, Treasury regulations or other published authority that would allow them to make the mark-to-market election with respect to any of our subsidiaries that are PFICs (because shares in such subsidiaries are not expected to be publicly traded), potentially rendering such election less beneficial to U.S. Holders than the QEF election. See “Material Tax Considerations—Material U.S. Federal Income Tax Considerations—Taxation of Shareholders—Taxable U.S. Holders—Passive Foreign Investment Companies.”

Distributions that we pay to individual U.S. Holders will not be eligible for taxation at reduced rates, which could potentially adversely affect the value of your Class A ordinary shares.

Distributions made to non-corporate U.S. Holders will not be eligible for taxation at reduced tax rates generally applicable to dividends paid by certain U.S. corporations and “qualified foreign corporations” because of our expected status as a PFIC. The more favorable rates applicable to qualifying corporate dividends could cause individuals to perceive investment in our Class A ordinary shares to be relatively less attractive than investment in the shares of other corporations, and this perception could adversely affect the value of our Class A ordinary shares.

We could be liable for significant taxes due to changes in our eligibility for certain income tax treaty benefits or challenges to our tax positions with respect to the application of income tax treaties.

Our subsidiaries expect to receive revenue from both U.S. and non-U.S. sources. We expect that our subsidiaries generally will be eligible for benefits under the applicable income tax treaty between Ireland and the jurisdiction where income is sourced. While we believe that our subsidiaries are currently eligible to claim the benefits of applicable income tax treaties between Ireland and the jurisdictions in which our income is sourced, no assurances can be provided in this regard, and it is possible that a taxing authority could successfully assert that any of our subsidiaries does not qualify for treaty benefits as a result of its failure to satisfy the applicable requirements to be eligible to claim treaty benefits. If a taxing authority were to challenge our position regarding the application of an applicable income tax treaty, we could become subject to increased withholding taxes, and such taxes could be significant.

 

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Specifically, with respect to certain U.S.-source income, we expect that our subsidiaries will be eligible for benefits under the U.S.-Ireland income tax treaty (the “Treaty”), and, under that Treaty, will not be subject to any U.S. withholding taxes on such U.S.-source payments. Our current treaty position with respect to U.S.-source payments relies in part on U.S. citizens or tax residents (as defined for purposes of the Treaty) owning, directly or indirectly, at least 50% of the beneficial interest in, or at least 50% of the aggregate vote and value of, each of our subsidiaries that earns U.S.-source income. Our treaty position is based on the current U.S. status of the majority of the existing indirect investors in RP Holdings and Old RPI. Subject to certain exceptions, the existing indirect U.S. investors in RP Holdings have the right to exchange their interests for publicly traded Class A ordinary shares. Such publicly traded Class A ordinary shares could be further transferred on the public market to other persons. Therefore, it is possible that over time U.S. persons will own indirectly in the aggregate less than 50% of the interests in our subsidiaries. We currently expect that our Class A ordinary shares and other existing indirect interests in RP Holdings and Old RPI in the aggregate will continue to be owned in sufficient amount by U.S. citizens or tax residents after this offering, and that we will be able to establish such ownership, for purposes of satisfying the 50% ownership requirement under the Treaty. However, there is no assurance that RP Holdings and Old RPI will continue to be owned directly or indirectly by sufficient U.S. citizens or residents or that we will be able to establish to the IRS’ satisfaction such ownership for purposes of satisfying the 50% U.S. ownership requirement under the Treaty. It is possible that if the indirect U.S. ownership in our subsidiaries becomes lower than 50% (or we cannot establish such ownership) we may in the future be able to qualify for another applicable exemption from U.S. withholding under the Treaty, but there can be no assurance in this regard. A substantial portion of our revenue is, and is expected to continue to be, derived from U.S.-source royalties. Therefore, if our subsidiaries failed to qualify for an exemption from U.S. withholding tax under the Treaty (by satisfying either the 50% U.S. ownership requirement or an alternative Treaty exemption) and such royalties were subject to a 30% U.S. withholding tax, our financial position and profitability and the value of your investment in our Class A ordinary shares could be materially and adversely affected.

Furthermore, on August 25, 2016, the Irish Department of Finance announced that, in the context of the publication by the United States Treasury Department of a revised U.S. Model Income Tax Convention in February 2016, discussions have begun with the United States Treasury on updating certain elements of the Treaty. It is at this time not clear what elements of the Treaty may be updated, or when any such updates would go into effect. However, certain elements of the revised U.S. Model Income Tax Convention could, if included in an update to the Treaty, result in our subsidiaries being unable to qualify for the benefits of the Treaty or eliminate or reduce the benefits of the Treaty that otherwise would have been available to us. If our subsidiaries are unable to qualify for the benefits of the Treaty, or if any benefits of the Treaty that otherwise would have been available to us are eliminated or reduced, then all or a portion of our income may become subject to increased withholding taxes, and such taxes could be very significant.

If we were to become subject to increased withholding taxes, we potentially could reorganize Royalty Pharma plc and/or the RPI Group, but no assurance can be provided that any such reorganization transaction could be implemented without triggering any taxable gains to us and/or our shareholders, and such taxable gains could be material.

We could be liable for significant U.S. taxation if our subsidiaries are considered to be engaged in a U.S. trade or business.

In general, if a foreign corporation, such as Royalty Pharma plc, is considered to be engaged in a U.S. trade or business, such corporation’s share of any income that is effectively connected with such U.S. trade or business will be subject to regular U.S. federal income taxation (currently imposed at a maximum rate of 21%) on a net basis and, potentially, an additional 30% U.S. “branch profits” tax on distributions attributable to income that is effectively connected with such U.S. trade or business. In addition, it is possible that such corporation could be subject to taxation on a net basis by state or local jurisdictions within the United States. We intend to conduct our activities, through our subsidiaries, such that no income realized by us will be effectively connected with the conduct of a U.S. trade or business or otherwise subject to regular U.S. federal income taxation on a net basis. As a result, it is anticipated that no income or gains realized by us will be subject to U.S. net federal income taxation, however, no assurance can be provided in this regard. The proper characterization of our income and gains for U.S. tax purposes is not certain, and it is possible that all or a portion of our income and gains could be

 

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characterized as income that is “effectively connected” with the conduct of a U.S. trade or business. If our income and gains were characterized as effectively connected with a U.S. trade or business, we would be subject to significant U.S. taxes, plus interest and possible penalties.

Transfers of our Class A ordinary shares outside DTC may be subject to stamp duty or stamp duty reserve tax (“SDRT”), in the U.K., which would increase the cost of dealing in our Class A ordinary shares.

On completion of this offering, it is anticipated that the new Class A ordinary shares will be issued to a nominee for The Depository Trust Company (“DTC”), and corresponding book-entry interests credited in the facilities of DTC. On the basis of current law, no charges to U.K. stamp duty or SDRT are expected to arise on the issue of the Class A ordinary shares into DTC’s facilities or on transfers of book-entry interests in ordinary shares within DTC’s facilities and you are strongly encouraged to hold your Class A ordinary shares in book-entry form through the facilities of DTC.

A transfer of title in the Class A ordinary shares from within the DTC system to a purchaser out of DTC and any subsequent transfers that occur entirely outside the DTC system, will generally result in a charge to stamp duty at a rate of 0.5% (rounded up to the nearest £5) of any consideration, which is payable by the transferee of the ordinary shares. Any such duty must be paid (and the relevant transfer document, if any, stamped by HM Revenue & Customs, or HMRC) before the transfer can be registered in our company books. However, if those Class A ordinary shares are redeposited into DTC, the redeposit will generally attract stamp duty or SDRT at the rate of 1.5% to be paid by the transferor.

In connection with the completion of this offering, we expect to put in place arrangements to require that our Class A ordinary shares held in certificated form or otherwise outside the DTC system cannot be transferred into the DTC system until the transferor of the Class A ordinary shares has first delivered the ordinary shares to a depositary specified by us so that stamp duty (and/or SDRT) may be collected in connection with the initial delivery to the depositary. Any such ordinary shares will be evidenced by a receipt issued by the depositary. Before the transfer can be registered in our books, the transferor will also be required to put funds in the depositary to settle the resultant liability to stamp duty (and/or SDRT), which will be charged at a rate of 1.5% of the value of the shares.

For further information about the U.K. stamp duty and SDRT implications of holding ordinary shares, please see the section entitled “Material Tax Considerations—Material U.K. Tax Considerations” of this prospectus.

We expect to operate, and expect that RP Holdings will operate, so as to be treated solely as a resident of the U.K. for tax purposes, but changes to our management and organizational structure and/or to the tax residency laws of other jurisdictions where we operate may cause the relevant tax authorities to treat us or RP Holdings as also being a resident of another jurisdiction for tax purposes.

Under current U.K. tax law, a company that is incorporated in the U.K. is regarded as resident for tax purposes in the U.K. unless (i) it is concurrently treated as resident for tax purposes in another jurisdiction (applying the rules of that other jurisdiction for determining tax residency) that has a double tax treaty with the U.K. and (ii) there is a residency tie-breaker provision in that tax treaty which allocates tax residence to that other jurisdiction.

Based upon our anticipated management and organizational structure, we believe that we and RP Holdings should be regarded as tax resident solely in the U.K. However, because this analysis is highly factual and may depend on future changes in our management and organizational structure, as well as future changes in the tax residency laws of other jurisdictions where we operate, there can be no assurance regarding the determination of our tax residence in the future.

As U.K. tax resident companies, we and RP Holdings will be subject to U.K. corporation tax on our worldwide taxable profits and gains. Should we (or RP Holdings) be treated as resident in a jurisdiction other than the U.K., we (or RP Holdings, as applicable) could be subject to taxation in that jurisdiction and may be required to comply with a number of material and formal tax obligations, including withholding tax and/or reporting obligations provided under the relevant tax law, which could result in additional costs and expenses.

 

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We believe that we should not be subject to material U.K. corporation tax in respect of certain profits of our non-U.K. tax resident subsidiaries as a result of the U.K.’s “controlled foreign companies” rules but it cannot be guaranteed that this will continue to be the case.

As U.K. tax resident companies, we and RP Holdings will be subject to the U.K.’s “controlled foreign companies” rules (the “U.K. CFC Rules”). The U.K. CFC Rules, broadly, can impose a charge to U.K. tax on U.K. tax resident companies that have, alone or together with certain other persons, interests in a non-U.K. tax resident company (the “Controlled Foreign Company”) which is controlled by a U.K. person or persons. The charge under the U.K. CFC Rules applies by reference to certain types of chargeable profit arising to the Controlled Foreign Company, whether or not that profit is distributed, subject to specific exemptions. The types of profits of a Controlled Foreign Company that can potentially be subject to a U.K. corporation tax charge under the U.K. CFC Rules include business profits of the Controlled Foreign Company that are attributable to assets or risks that are managed by activities in the U.K., or certain finance profits of the Controlled Foreign Company that arise from capital or other assets contributed, directly or indirectly, to the Controlled Foreign Company from a connected U.K. tax resident company.

Certain non-U.K. entities in which we hold a greater than 25% interest, including RPI (which is Irish tax resident and which is held indirectly by us through our participation in RP Holdings), will be Controlled Foreign Companies for U.K. tax purposes. We and RP Holdings will therefore be required to apply the CFC Rules in respect of our direct and indirect interests in these entities on an ongoing basis. We do not expect material U.K. corporation tax charges to arise under the U.K. CFC Rules in respect of our royalty assets, however no assurances can be given that this will continue to be the case. The U.K. CFC Rules are highly complex and fact-dependent, and changes to, or adverse interpretations of, these rules, or changes in the future activities of RPI or other non-U.K. companies in which we hold an interest, directly or indirectly, may alter this position and could impact our group’s effective tax rate.

We believe that dividends received by us and RP Holdings should be exempt from U.K. corporation tax, but it cannot be guaranteed that this will continue to be the case.

U.K. tax resident companies are subject to U.K. corporation tax on receipt of dividends or other income distributions in respect of shares held by them, unless those dividends or other distributions fall within an exempt class. We believe that dividends received by us from RP Holdings, and dividends received by RP Holdings from RPI, should fall within such an exempt class and therefore should not be subject to U.K. corporation tax. However, a number of conditions must be met in order for such dividends to qualify for this tax exemption, including (in respect of dividends paid by RPI, which is tax resident in Ireland) conditions relating to the application of Irish tax law. As such, it cannot be guaranteed that these conditions for the U.K. tax exemption in respect of distributions will continue at all times to be satisfied. If distributions received by us or by RP Holdings were not to fall within an exempt class, such distributions would likely be subject to U.K. corporation tax at the then prevailing corporation tax rate.

Even where distributions fall within an exempt class, certain anti-avoidance and recharacterization rules may also apply. For instance, if RPI were to constitute an “offshore fund” for U.K. tax purposes that has at any time in an accounting period more than 60% by market value of its investments in debt securities, money placed at interest (other than cash awaiting investment), certain contracts for differences, or in holdings in other offshore funds with, broadly, more than 60% of their investments similarly invested, RP Holdings’ shareholding in RPI may be subject to U.K. corporation tax as a deemed “loan relationship”, with the result that dividends received by RP Holdings from RPI could be subject to U.K. tax as deemed interest and RP Holdings may be subject to U.K. corporation tax on increases in the fair market value of its shareholding in RPI. The term “offshore fund” is defined for U.K. tax purposes through a characteristics-based approach and, broadly, can include arrangements constituted by a non-U.K. resident body corporate in which a reasonable investor would expect to be able to realize their investment entirely, or almost entirely, by reference to net asset value. We believe and have been advised that RP Holdings’ shareholding in RPI should not fall within these rules, however no guarantee can be offered that this will continue to be the case. Changes to, or adverse interpretations of, the offshore funds rules, or changes in the nature of our investments, may alter this position and could impact our group’s effective rate.

 

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

We have made statements under the captions “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and in other sections of this prospectus that are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective assets, our industry, our beliefs and our assumptions. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including those factors discussed under the caption entitled “Risk Factors.” You should specifically consider the numerous risks outlined under “Risk Factors.” These risks and uncertainties include factors related to:

 

   

sales risks of biopharmaceutical products on which we receive royalties;

 

   

the ability of the Manager to locate suitable assets for us to acquire;

 

   

uncertainties related to the acquisition of interests in development-stage biopharmaceutical product candidates and our strategy to add development-stage product candidates and late stage funding opportunities to our product portfolio;

 

   

the assumptions underlying our business model;

 

   

our ability to successfully execute our royalty acquisition strategy;

 

   

our ability to leverage our competitive strengths;

 

   

actual and potential conflicts of interest with the Manager and its affiliates;

 

   

the ability of the Manager or its affiliates to attract and retain highly talented professionals;

 

   

the effect of changes to tax legislation and our tax position; and

 

   

the risks, uncertainties and other factors we identify in “Risk Factors” and elsewhere in this prospectus and in our filings with the SEC.

Although we believe the expectations reflected in the forward-looking statements are reasonable, any of those expectations could prove to be inaccurate, and as a result, the forward-looking statements based on those expectations also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this prospectus should not be regarded as a representation by us that our plans and business objectives will be achieved. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. We are under no duty to update any of these forward-looking statements after the date of this prospectus to conform our prior statements to actual results or revised expectations.

 

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ORGANIZATIONAL STRUCTURE

Organizational Structure Prior to This Offering

Pursuant to the Exchange Offer Transactions which were consummated on February 11, 2020 (the “Exchange Date”), certain investors who invested in Old RPI through the Legacy Investors Partnerships exchanged their limited partnership interests in the Legacy Investors Partnerships for limited partnership interests in the Continuing Investors Partnerships.

As a result of the Exchange Offer Transactions, RPI, through RPI Intermediate FT, owns 82% of the economic interest in Old RPI. From the Exchange Date until the expiration of the Legacy Investors Partnerships’ investment period on June 30, 2020 (the “Legacy Date”), RPI will participate proportionately with the Legacy Investors Partnerships in any investment made by Old RPI. Following the Legacy Date, Old RPI will cease making new acquisitions. See “Unaudited Pro Forma Financial Information.” Following the Legacy Date, we will make new acquisitions through RPI and its wholly-owned subsidiaries (together with RPI, the “RPI Group”).

Organizational Structure Following This Offering

The diagram below depicts our organizational structure immediately following this offering. The diagram is provided for illustrative purposes only and does not represent all legal entities affiliated with our organizational structure.

 

 

LOGO

Immediately following this offering, we will be a holding company and our principal asset will be a controlling equity interest in RP Holdings, a private limited company incorporated under the laws of England and Wales and U.K. tax resident. RP Holdings will be formed in connection with the Reorganization Transactions, following which it will be the sole equity owner of RPI. Through our ownership of 100% of the Class A ordinary shares in RP Holdings which entitles us to 100% of the voting power (subject to certain exceptions as described below) in RP Holdings, we will have the right to appoint the board of directors and control the business and affairs of RP Holdings, and through RP Holdings and its subsidiaries, including RPI, conduct our business. We will include RP Holdings in our consolidated financial statements and will report a non-controlling interest related to the RP Holdings Class B Interests held by the Continuing Investors Partnerships in

 

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RP Holdings. RPI EPA Holdings, LP, a Delaware limited partnership (“EPA Holdings”), which is an affiliate of the Manager and the general partner of the Continuing Investors Partnerships, will also hold Class C Special Interests in RP Holdings, which will entitle EPA Holdings to the Equity Performance Awards described under “Certain Relationships and Related Party Transactions—Equity Performance Awards.” While the RP Holdings Class B Interests and RP Holdings Class C Special Interests are generally non-voting, the RP Holdings Articles (as defined below) will provide that the amendment of certain provisions of the RP Holdings Articles that would alter or change the powers, preferences or special rights of the RP Holdings Class B Interests or the RP Holdings Class C Special Interests so as to affect them adversely must be approved by a majority of the votes entitled to be cast by the holders of the shares affected by the amendment, voting as a single class, or as otherwise required by applicable law.

Holders of the RP Holdings Class A Interests and RP Holdings Class B Interests will have the right to receive ratably on a pari passu basis such dividends, if any, as may be approved from time to time by the board of directors of RP Holdings out of funds legally available therefor. Dividends in an English company may only be made out of distributable reserves (i.e., accumulated, realized profits (to the extent not previously utilized by distribution or capitalization) less accumulated realized losses (to the extent not previously written-off in a reduction or reorganization of capital duly made)).

Continuing International Investors Partnership and Continuing US Investors Partnership will, upon instruction of any of their partners from time to time following the consummation of the offering, distribute the RP Holdings Class B Interests held on behalf of such partner that are subject to such instruction which will then be exchanged for our Class A ordinary shares (subject to the terms of the underwriters’ “lock-up” agreements described in “Underwriting”). Pursuant to agreements with the Continuing Investors Partnerships, certain of the Continuing Investors have agreed to exchange, shortly before or upon consummation of this offering, interests in the Continuing Investors Partnerships into an aggregate of          Class A ordinary shares representing     % of the total outstanding Class A ordinary shares after giving effect to the offering. RP Holdings Class B Interests are exchangeable on a one-for-one basis for Class A ordinary shares pursuant to the Exchange Agreement with a corresponding redesignation of Class B shares as deferred shares. These exchanges are expected to result in increases in the tax basis (for U.S. federal income tax purposes) of the assets of RP Holdings. The increases in tax basis resulting from such exchanges may reduce the amount of U.S. federal income tax that U.S. shareholders would otherwise be required to pay in the future. See “Material Tax Considerations—Material U.S. Federal Income Tax Considerations—Taxation of Shareholders—Taxable U.S. Holders—Passive Foreign Investment Companies.” This increase in tax basis may also decrease gains (or increase losses) on future dispositions of certain assets to the extent the increase in tax basis is allocated to those assets. The Company will not recognize any tax benefits as a result of these exchanges.

As a result of the Reorganization Transactions and this offering, upon completion of this offering:

 

   

Our Class A ordinary shares will be held as follows:

 

   

                 shares (or                  shares if the underwriters exercise in full their option to purchase additional Class A ordinary shares) by investors in this offering.

 

   

Our Class B shares (together with the same number of RP Holdings Class B Interests) will be held as follows:

 

   

                 shares by the Continuing Investors Partnerships.

 

   

The combined voting power in the Company will be as follows:

 

   

    % by investors in this offering (or     % if the underwriters exercise in full their option to purchase additional Class A ordinary shares); and

 

   

    % by the Continuing Investors Partnerships (or     % if the underwriters exercise in full their option to purchase additional Class A ordinary shares).

 

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USE OF PROCEEDS

We estimate that the net proceeds to us from the sale of our Class A ordinary shares in this offering will be approximately $                , or approximately $                  if the underwriters exercise their option to purchase additional Class A ordinary shares from us in full, assuming an initial public offering price of $                 per share (the midpoint of the range set forth on the cover page of this prospectus), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each $1 increase (decrease) in the public offering price per share would increase (decrease) our net proceeds, after deducting estimated underwriting discounts and commissions, by $                  (assuming no exercise of the underwriters’ option to purchase additional Class A ordinary shares).

We intend to use the net proceeds, including the net proceeds from the issuance and sale of any of the Class A ordinary shares pursuant to an exercise of the underwriters’ option to purchase additional Class A ordinary shares from us, from this offering, after deducting underwriting discounts and other offering expenses, to acquire royalties. We will also use the net proceeds for other general corporate purposes, including operating expenses, such as management and administrative fees and expenses relating to evaluating royalty acquisitions.

If the net proceeds increase due to a higher initial public offering price, we will use the additional proceeds to make acquisitions in accordance with our business objectives and policies and, to the extent that additional net proceeds remain, for working capital and general corporate purposes. If the net proceeds decrease due to a lower initial public offering price, we will have less funds available to make acquisitions in accordance with our business objectives and policies and for working capital or general corporate purposes.

Pending royalty acquisitions in accordance with our business objectives and policies, we will invest any such net proceeds of this offering primarily in cash, cash equivalents, U.S. government securities and other high-quality debt instruments that mature in one year or less, or temporary investments, as appropriate. These assets may have lower yields than our other assets and accordingly result in lower returns or dividends, if any, by us during such period.

 

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DIVIDEND POLICY

You should read the following discussion of our dividend policy in conjunction with the factors and assumptions included in this section. In addition, please read “Special Note Regarding Forward-Looking Statements” and “Risk Factors” for information regarding statements that do not relate strictly to historical or current facts and certain risks inherent in our business.

General

Following this offering, we intend to approve and pay quarterly cash dividends on our Class A ordinary shares with the income generated from net operating cash flows from royalty revenues and interest income earned on our biopharmaceutical assets. We intend to distribute a significant portion of our Adjusted Cash Flow over time to our shareholders.

Dividends for any fiscal quarter, if approved, will be paid no later than 45 days after the end of such quarter. We are not required to pay any dividends, and the payment of any dividend is within the sole discretion of our board of directors. The amount of dividends that we pay is expected to be sufficient for U.S. Holders to pay their taxes on their pro rata share of our taxable income as a result of their making QEF elections under the U.S. tax law’s passive foreign investment company rules, but it is possible that our dividend may be less than such amount of taxes. See “Material Tax Considerations.”

Our ability to pay dividends at the expected quarterly dividend rate or any other rate will be subject to the factors described below under “—Restrictions and Limitations on Dividends and Our Ability to Change Our Dividend Policy” and the risks described under “Risk Factors.”

The per-share dividend for any quarter is equal to the aggregate dividend for that quarter divided by the number of Class A ordinary shares outstanding on the record date for the dividend to be paid in respect of that quarter. Assuming that                  Class A ordinary shares are outstanding after this offering, we anticipate that the initial amount of our quarterly cash dividends will be $                 per share.

We have historically paid quarterly cash distributions to our holders and intend to pay a cash distribution in the aggregate amount of $             in early June 2020.

Payment of Dividends

We do not have a legal obligation to pay a quarterly dividend or dividends at any specified rate or at all. To the extent approved and payable, we intend to pay dividends on or about September 30, December 31, March 31 and June 30 to holders of record on or about the first day of each such month. If the dividend date does not fall on a business day, we will pay the dividend on the business day immediately preceding the indicated dividend date.

Restrictions and Limitations on Dividends and Our Ability to Change Our Dividend Policy

Immediately following this offering, we will be a holding company, and our principal asset will be a controlling equity interest in RP Holdings. If we decide to pay a dividend, to the extent permitted by applicable law, we will need to cause RP Holdings to make distributions to us in an amount sufficient to cover such dividend. If RP Holdings makes such distributions to us, the holders of RP Holdings Class B Interests will be entitled to receive pro rata distributions.

Notwithstanding the foregoing, the approval and payment of any interim dividends will be at the sole discretion of our board of directors, which may change our dividend policy at any time, and the payment of any

 

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final dividends will be subject to majority approval by holders of Class A ordinary and Class B shares and in each case will be paid out of profits available for that purpose under English law. Our board of directors will take into account:

 

   

general economic and business conditions;

 

   

our financial condition and operating results, including our cash position, our net income and our realizations on assets;

 

   

our strategic plans and prospects;

 

   

our business and asset acquisition opportunities;

 

   

working capital requirements and anticipated cash needs;

 

   

contractual restrictions and obligations, including restrictions pursuant to our new credit facility;

 

   

legal, tax and regulatory restrictions and considerations;

 

   

other constraints on the payment of dividends by us to our shareholders; and

 

   

such other factors as our board of directors may deem relevant.

Our Articles of Association will authorize the board of directors to pay interim dividends without shareholder approval to the extent that such dividends appear justified by profits available for such purpose. The board of directors may also recommend final dividends be approved and declared by shareholders at an annual general meeting. No such dividend may exceed the amount recommended by the board of directors.

Under English law, dividends and distributions may only be paid out of profits available for that purpose. Profits available for distribution are accumulated, realized profits, to the extent that they have not been previously utilized by distribution or capitalization, less accumulated, realized losses, to the extent that they have not been previously written off in a reduction or reorganization of capital duly made. The amount of our distributable profits is a cumulative calculation. Immediately following closing of this offering, we will not have any distributable reserves as we will not yet have received any earnings to produce profits, although in the future, our earnings will form part of our distributable reserves required for the payment of future dividends and the making of future distributions. In order to ensure that there are sufficient distributable reserves to pay dividends on the anticipated schedule and increase the level of our distributable reserves to support our future dividends and distributions, we may seek to cancel an amount approximately equal to the total amount of our share premium account and any deferred shares in issue as of a date after closing of the offering by completing a reduction of capital of Royalty Pharma plc implemented through a customary process in the U.K., which is subject to the approval of the English Companies Court.

In particular, prior to closing of the offering, the Continuing Investors Partnerships, as the current shareholders of Royalty Pharma plc, are expected to approve a resolution to reduce the capital of Royalty Pharma plc to allow the creation of distributable reserves. Following closing of this offering, we may therefore seek to obtain the approval of the English Companies Court through a customary procedure, which is required for the creation of distributable reserves to be effective. If we do so we expect to seek to complete such procedure as soon as practicable following closing of the offering. The English Companies Court has discretion as to whether to approve the reduction of capital. The English Companies Court may not approve the reduction of capital if, among other things, the interests of creditors are not adequately safeguarded. If a capital reduction is undertaken, the approval of the English Companies Court is expected to be received within six weeks after the closing of this offering, but it may be later.

 

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We may be profitable in a single financial year but unable to pay a dividend if the profits of that year do not offset all previous years’ accumulated, realized losses. Additionally, the Company may only make a distribution if the amount of its net assets is not less than the aggregate of its called-up share capital and undistributable reserves, and if, and to the extent that, the distribution does not reduce the amount of those net assets to less than that aggregate.

A shareholder who receives a distribution under circumstances where he or she knows or has reasonable grounds for believing that the distribution is unlawful in the circumstances is obliged to repay such distribution (or that part of it, as the case may be) to us.

There is no guarantee that our shareholders will receive quarterly dividends from us. We do not have a legal obligation to pay the expected quarterly dividend or dividends at any other rate or at all. Our dividend policy is subject to certain restrictions and may be changed at any time, including:

 

   

Our dividend policy may be subject to restrictions on dividends under our new credit facility or other debt agreements that we may enter into in the future. Specifically, under our Credit Agreement, distributions by RPI Intermediate FT in any four consecutive fiscal quarter period may not exceed 45% of Consolidated EBITDA (as defined in our Credit Agreement) for the period of four consecutive fiscal quarters most recently ended prior to the making of such distribution, and the making of any such distribution is conditioned on our being in pro forma compliance with the Consolidated Leverage Ratio and Consolidated Coverage Ratio financial covenants set forth in our Credit Agreement. Should we be unable to satisfy these restrictions, we would be prohibited from declaring dividends to our shareholders.

 

   

Our board of directors will have the authority, in its sole discretion, to establish reserves for the prudent conduct of our business and for future dividends to our shareholders, and the establishment of or increase in those reserves could result in a reduction in dividends to our shareholders from levels we currently anticipate under our stated dividend policy.

 

   

Prior to determining the amount of cash available for distribution, we will pay the Manager its Operating and Personnel Payment and reimburse the Manager and its affiliates for any expenses as described under “Certain Relationships and Related Party Transactions— Management Agreement.” The reimbursement of expenses and payment of fees, if any, to the Manager and its affiliates will reduce the amount of cash available to pay dividends to our shareholders.

 

   

The amount of dividends we pay under our dividend policy and the decision to approve any dividend is determined by our board of directors, taking into consideration the terms of our new credit facility, any other agreements we may enter into in the future and the factors set forth above.

 

   

We may lack sufficient cash to pay dividends to our shareholders due to a number of factors, including increases in our general and administrative expenses, principal and interest payments on our outstanding debt, tax expenses, working capital requirements and anticipated cash needs. For a discussion of additional factors that may affect our ability to pay dividends, please read “Risk Factors.”

 

   

If and to the extent our cash available to pay dividends materially declines, we may reduce our quarterly dividend in order to service or repay our debt or fund growth capital expenditures.

 

   

Our ability to pay dividends to our shareholders depends on the performance of the assets held by our subsidiaries and their ability to distribute cash to us. The ability of our subsidiaries to pay dividends to us may be restricted by, among other things, the provisions of existing and future indebtedness, including our new credit facility, applicable corporate, partnership and trust laws and other laws and regulations.

 

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CAPITALIZATION

The following table sets forth our cash, cash equivalents and capitalization as of March 31, 2020:

 

   

on a historical basis,

 

   

on an as adjusted basis, giving effect to the Reorganization Transactions described under “Organizational Structure”; and

 

   

on a further as adjusted basis to reflect the sale by us of                 Class A ordinary shares in this offering at an assumed initial public offering price of $         per share, the midpoint of the range set forth on the cover page of this prospectus, representing the receipt of approximately $                 in net proceeds after deducting the estimated underwriting discounts and commissions and the estimated offering expenses payable by us, as well as the application of such net proceeds as described in “Use of Proceeds.”

This table should be read in conjunction with “Organizational Structure,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Unaudited Pro Forma Financial Information” and the historical consolidated financial statements and related notes included elsewhere in this prospectus. Cash and cash equivalents are not components of our total capitalization.

 

(in thousands)

   As of March 31, 2020 (unaudited)  
     Historical     As Adjusted for the
Reorganization
Transactions
     As Further
Adjusted for
This Offering
 

Cash and cash equivalents(1)

   $ 624,367     $                          

Marketable securities

     567,980       
  

 

 

   

 

 

    

 

 

 

Total long-term debt (including current portion)

     5,957,086       
  

 

 

   

 

 

    

 

 

 

Class A ordinary shares, $         par value per share,              shares outstanding actual and              shares outstanding on a further adjusted basis

     —       

Class B shares, $         par value per share,              shares outstanding actual and          shares outstanding on a further adjusted basis

     —       

Additional paid-in capital

     —       
  

 

 

   

 

 

    

 

 

 

Shareholders’ contributions

     2,553,001       

Retained earnings

     2,561,971       

Non-controlling interest

     2,002,775       

Accumulated other comprehensive income/(loss)

     49,212       

Treasury interests

     (4,266     

Total shareholders’ equity

     7,162,693       
  

 

 

   

 

 

    

 

 

 

Total capitalization

   $ 13,119,779     $        $  
  

 

 

   

 

 

    

 

 

 

 

(1)

As further adjusted cash and cash equivalents reflects the cash distribution of $             that we paid on June 1, 2020.

A $1.00 increase (decrease) in the assumed initial public offering price of $     per Class A ordinary share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the as adjusted amount of each of cash, additional paid-in capital, total shareholders’ equity and total capitalization by $                , assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. An increase (decrease) of 1,000,000 shares in the number of shares

 

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offered by us as set forth on the cover page of this prospectus, would increase (decrease) the as adjusted amount of each of cash, additional paid-in capital, total shareholders’ equity and total capitalization by $                , assuming no change in the assumed initial public offering price of $                 per share, the midpoint of the price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

 

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DILUTION

If you invest in our Class A ordinary shares, your interest will be diluted to the extent of the difference between the initial public offering price per Class A ordinary share and the pro forma net tangible book value per Class A ordinary share after this offering. Dilution results from the fact that the per share offering price of the Class A ordinary shares is substantially in excess of the pro forma net tangible book value per share attributable to our existing owners. Pro forma calculations account for the occurrence of the Exchange Offer Transactions.

Our pro forma net tangible book value as of March 31, 2020 was $                , or $                 per share. Pro forma net tangible book value represents the amount of total tangible assets less total liabilities, and pro forma net tangible book value per share represents pro forma net tangible book value divided by the number of Class A ordinary shares outstanding, assuming all RP Holdings Class B Interests are exchanged for an equal number of our Class A ordinary shares and a corresponding number of our Class B shares are redesignated as deferred shares.

The following table illustrates this dilution on a per share basis assuming the underwriters do not exercise their option to purchase additional Class A ordinary shares:

 

Assumed initial public offering price per share

   $                    

Pro forma net tangible book value per share as of March 31, 2020

   $                    

Increase in pro forma net tangible book value per share attributable to investors in this offering

   $                    
  

 

 

 

Adjusted pro forma net tangible book value per share after this offering

   $                    
  

 

 

 

Dilution in adjusted pro forma net tangible book value per share to investors in this offering

   $                    
  

 

 

 

The following table sets forth, on a pro forma basis, as of March 31, 2020, the number of Class A ordinary shares that we will issue and the total consideration paid, or to be paid, by the purchasers of Class A ordinary shares in this offering, and the average price per share paid, or to be paid, by existing shareholders and by the new investors, assuming all RP Holdings Class B Interests, are exchanged for an equal number of our Class A ordinary shares, at an assumed initial public offering price of $                 per share, the midpoint of the range set forth on the cover page of this prospectus, before deducting estimated underwriting discounts and commissions and offering expenses payable by us and a corresponding number of our Class B shares are redesignated as deferred shares:

 

     Class A Ordinary Shares
Purchased
    Total Consideration(1)     Average Price
per
Ordinary
Share
 
     Number      Percentage     Amount      Percentage  
     (in thousands)  

Existing shareholders

                          

New investors

                                                                     $                    
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Total

                             100.0   $                          100.0                       
  

 

 

    

 

 

   

 

 

    

 

 

   

 

(1)

Total consideration is after deducting underwriting discounts and estimated offering expenses.

 

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The foregoing tables assume no exercise of the underwriters’ option to purchase additional Class A ordinary shares. If the underwriters exercise their option to purchase additional Class A ordinary shares, there will be further dilution to new investors.

The number of Class A ordinary shares set forth in the table above is based on                  Class A ordinary shares outstanding and does not reflect the issuance of up to                  Class A ordinary shares issuable upon exercise of the underwriters’ option to purchase additional Class A ordinary shares from us.

 

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UNAUDITED PRO FORMA FINANCIAL INFORMATION

The unaudited pro forma condensed consolidated balance sheet as of March 31, 2020 and the unaudited pro forma consolidated statements of comprehensive income for the year ended December 31, 2019 and for the three months ended March 31, 2020 present our consolidated financial position and results of operations after giving effect to:

 

   

the Reorganization Transactions;

 

   

the sale by us of                 Class A ordinary shares in this offering at an assumed initial public offering price of $                 per share, the midpoint of the range set forth on the cover page of this prospectus, representing the receipt of $             in net proceeds after deducting the estimated underwriting discounts and commissions and the estimated offering expenses payable by us, as well as the application of such net proceeds as described in “Use of Proceeds”; and

 

   

the Exchange Agreement entered into by us, RP Holdings, the Continuing Investors Partnerships, RPI International Partners 2019, LP and EPA Holdings in connection with the offering that provides that the Continuing International Investors Partnership will promptly distribute to its holders substantially all of the RP Holdings Class B Interests it holds which will be exchanged for our Class A ordinary shares.

With the exception of the execution of a new management agreement with the Manager, for which there is no pro forma impact to the financials, the Reorganization Transactions have already been reflected in the unaudited historical balance sheet as of March 31, 2020. The following pro forma balance sheet as of March 31, 2020 gives pro forma effect to all other transactions identified above as if such events had occurred as of March 31, 2020. The statements of comprehensive income for the year ended December 31, 2019 and for the three months ended March 31, 2020 present the consolidated financial position and consolidated results of operations to give pro forma effect to all transactions identified above as if all such events had been completed as of January 1, 2019.

The unaudited pro forma consolidated financial information has been prepared by management and is based on the historical financial statements of Old RPI prior to the Exchange Date, and its successor for financial reporting purposes, RPI, from the Exchange Date, and their consolidated subsidiaries and the assumptions and adjustments described in the notes to the unaudited pro forma financial information below. The presentation of the unaudited pro forma financial information is prepared in conformity with Article 11 of Regulation S-X.

The historical financial information of Old RPI, RPI and their consolidated subsidiaries has been derived from the consolidated financial statements and accompanying notes included elsewhere in this prospectus.

We based the pro forma adjustments on available information and on assumptions that we believe are reasonable under the circumstances in order to reflect, on a pro forma basis, the impact of the relevant transactions on the historical financial information of Old RPI, RPI and their consolidated subsidiaries. Refer to the notes to the unaudited pro forma financial information below for a discussion of assumptions applied. The pro forma adjustments represent only those transactions which are directly attributable to this offering, factually supportable, and expected to have a continuing impact on our results of operations. The unaudited pro forma financial information does not purport to be indicative of our results of operations or financial position had the relevant transactions occurred on the dates assumed and does not project our results of operations or financial position for any future period or date.

For purposes of the unaudited pro forma financial information, we have assumed that                      Class A ordinary shares will be issued by us at a price per share equal to the midpoint of the range set forth on the cover page of this prospectus, and as a result, immediately following the completion of this offering, the ownership percentage of RP Holdings (excluding RP Holdings Class C Special Interests) represented by RP Holdings Class B Interests will be        %, and the net income attributable to RP Holdings Class B Interests will

 

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accordingly represent        % of our net income. If the underwriters’ option to purchase additional Class A ordinary shares is exercised in full, the ownership percentage represented by RP Holdings Class B Interests will be        %, and the net income attributable to RP Holdings Class B Interests will accordingly represent        % of our net income. The unaudited pro forma consolidated financial information presented assumes no exercise by the underwriters of the option to purchase up to an additional                    Class A ordinary shares from us.

We will incur certain one-time costs in connection with this offering and related Reorganization Transactions, such as accounting, tax, legal and other professional service costs, of approximately $            . Additionally, following the offering, we will incur costs associated with being a U.S. publicly traded company. Such costs will include new or increased expenses for such items as insurance, directors’ fees, accounting work, legal advice and compliance with applicable U.S. regulatory and stock exchange requirements, including costs associated with compliance with the Sarbanes-Oxley Act and periodic or current reporting obligations under the Exchange Act. No pro forma adjustments have been made to reflect such costs because they are not currently objectively determinable.

The unaudited pro forma consolidated financial statements and related notes should be read in conjunction with the information contained in “Organizational Structure,” “Use of Proceeds,” “Capitalization,” “Selected Historical Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements of Old RPI, RPI and their subsidiaries and related notes thereto included elsewhere in this prospectus.

 

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Unaudited Pro Forma Consolidated Statement of Comprehensive Income

For the year ended December 31, 2019

 

    Year Ended December 31, 2019  
    Historical     Pro Forma  
    Old RPI and
Subsidiaries
    Reorganization
Transactions

(unaudited)
    Offering     Royalty
Pharma plc
 
    ($ thousands, except share-related amounts)  
                      (unaudited)  

Total income and revenues

       

Income from financial royalty assets

  $ 1,648,837       —           $ 1,648,837  

Revenue from intangible royalty assets

    145,775       —             145,775  

Other royalty income

    19,642       —             19,642  
 

 

 

   

 

 

       

 

 

 

Total income and other revenues

    1,814,254       —             1,814,254  

Operating expenses

         

Research and development funding expense

    83,036       —             83,036  

Provision for changes in expected cash flows from financial royalty assets

    (1,019,321     —             (1,019,321

Amortization of intangible assets

    23,924       —             23,924  

General and administrative expenses

    103,439       60,080       (a)         163,519  
 

 

 

   

 

 

       

 

 

 

Total operating expenses

    (808,922     60,080       (a)         (748,842
 

 

 

   

 

 

       

 

 

 

Operating income

    2,623,176       (60,080     (a)         2,563,096  

Other expense/(income)

         

Equity in loss/(earnings) of non-consolidated affiliates

    32,517       (83,488     (f)         (50,971

Interest expense

    268,573       (17,709     (b)         250,864

Other non-operating income, net

    (139,333     (72,614     (b)         (211,947
 

 

 

   

 

 

       

 

 

 

Total other expense/(income), net

    161,757       (173,811     (a,b,f)         (12,054
 

 

 

   

 

 

       

 

 

 

Consolidated net income before tax

    2,461,419       113,731       (a,b,f)         2,575,150

Income tax benefit (expense)

    —         —             —    

Consolidated net income

    2,461,419       113,731       (a,b,f)         2,575,150

Less: Net income attributable to non-controlling interest

    (112,884     (466,419     (a,b,c)       (c  

Net income attributable to controlling interest

    2,348,535       (352,688     (a,b,c,f     (c  

Other comprehensive income/(loss)

         

Reclassification of loss on interest rate swaps included in net income

    6,189       (6,189     (b)         —    

Change in unrealized movement on available for sale debt securities

    6,159       —             6,159  

Other comprehensive income

    12,348       (6,189     (b)         6,159
 

 

 

   

 

 

       

 

 

 

Comprehensive income

    2,360,883       (358,877     (a,b,c,f)      
 

 

 

   

 

 

       

 

 

 

Less: Other comprehensive income/(loss) attributable to non-controlling interest

    —         (1,083     (c)         (1,083

Comprehensive income attributable to controlling interest

    2,360,883       (357,794     (a,b,c,f)      

Pro forma earnings per share:

         

Basic

    —         —           (d  

Diluted

    —         —           (d  

Pro forma number of shares used in computing earnings per share:

         

Basic

    —         —           (d  

Diluted

    —         —           (d  

 

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Unaudited Pro Forma Consolidated Statement of Comprehensive Income

For the three months ended March 31, 2020

 

     Three Months Ended March 31, 2020  
     Historical     Pro Forma
(unaudited)
 
     RPI and
Subsidiaries
    Reorganization
Transactions
    Offering     Royalty
Pharma plc
 
                 ($ thousands, except share-
related amounts)
 

Total income and revenues

        

Income from financial royalty assets

   $ 462,844       —           $ 462,844  

Revenue from intangible royalty assets

     34,983       —             34,983  

Other royalty income

     3,052       —             3,052  
  

 

 

   

 

 

       

 

 

 

Total income and other revenues

     500,879       —             500,879  

Operating expenses

          

Research and development funding expense

     7,639       —             7,639  

Provision for changes in expected cash flows from financial royalty assets

     88,012       —             88,012  

Amortization of intangible assets

     5,733       —             5,733  

General and administrative expenses

     38,065       24,211       (a)         62,276  
  

 

 

   

 

 

       

 

 

 

Total operating expenses

     139,449       24,211       (a)         163,660  
  

 

 

   

 

 

       

 

 

 

Operating income

     361,430       (24,211     (a)         337,219  

Other expense/(income)

          

Equity in loss/(earnings) of non-consolidated affiliates

     9,074       (3,044     (f)         6,030  

Interest expense

     53,584       (4,355     (b)         49,229  

Other non-operating income, net

     189,676       (10,900     (b)         178,776  
  

 

 

   

 

 

       

 

 

 

Total other expense/(income), net

     252,334       (18,299     (a,b,f)         234,035  
  

 

 

   

 

 

       

 

 

 

Consolidated net income before tax

     109,096       (5,912     (a,b,f)         103,184  

Income tax benefit (expense)

     —         —             —    

Consolidated net income

     109,096       (5,912     (a,b,f)         103,184  

Less: Net income attributable to non-controlling interest

     (37,856     (18,571     (a,b,c)       (c  

Net income attributable to controlling interest

     71,240       (24,482     (a,b,c,f)       (c  

Other comprehensive income/(loss)

          

Reclassification of loss on interest rate swaps included in net income

     4,066       (4,066     (b)         —    

Change in unrealized movement on available for sale debt securities

     52,725       —             52,725  

Other comprehensive income

     56,791       (4,066     (b)         52,725  
  

 

 

   

 

 

       

 

 

 

Comprehensive income

     128,031       (28,548     (a,b,c,f     (c  
  

 

 

   

 

 

       

 

 

 

Less: Other comprehensive income/(loss) attributable to non-controlling interest

     (9,672     405       (b)         (9,267

Comprehensive income attributable to controlling interest

     118,359       (28,953     (a,b,c,f     (c  

Pro forma earnings per share:

          

Basic

     —         —           (d  

Diluted

     —         —           (d  

Pro forma number of shares used in computing earnings per share:

          

Basic

     —         —           (d  

Diluted

     —         —           (d  

 

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Unaudited Pro Forma Consolidated Balance Sheet

 

    As of March 31, 2020  
    Historical     Pro Forma
(unaudited)
 
    RPI and
Subsidiaries
    Reorganization
Transactions
    Offering     Royalty
Pharma plc
 
    ($ thousands, except share-related amounts)  

Assets:

       

Current assets

       

Cash and cash equivalents

  $ 624,367                                       (e)    $  

Marketable securities

    567,980           567,980  

Financial royalty assets, net

    489,850           489,850  

Accrued royalty receivable

    33,721           33,721  

Available for sale debt securities

    14,007           14,007  

Other royalty income receivable

    7,860           7,860  

Other current assets

    52           52  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total current assets

    1,737,837           1,737,837  
 

 

 

   

 

 

   

 

 

   

 

 

 

Financial royalty assets, net

    10,708,272           10,708,272

Intangible royalty assets, net

    45,991           45,991  

Equity securities

    283,291           283,291  

Available for sale debt securities

    169,998           169,998  

Derivative financial instruments

    14,071           14,071  

Investment in non-consolidated affiliates

    411,516           411,516  

Other long-term assets

    636           636  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

  $ 13,371,612         $ 13,371,612  
 

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities and equity

       

Current liabilities

       

Royalty distribution payable to affiliates

  $ 121,080         $  121,080  

Accounts payable and accrued expenses

    20,753           20,753  

Accrued purchase obligation

    110,000           110,000  

Current portion of long-term debt

    182,128           182,128  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total current liabilities

    433,961           433,961  
 

 

 

   

 

 

   

 

 

   

 

 

 

Long-term debt

    5,774,958           5,774,958  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

    6,208,919           6,208,919
 

 

 

   

 

 

   

 

 

   

 

 

 

Commitments and contingencies

       
 

 

 

   

 

 

   

 

 

   

 

 

 

Shareholders’ equity

       

Shareholders’ contributions

    2,553,001                  (g)   

Class A ordinary shares, $             par value,                  shares authorized,                  shares issued and outstanding

    —                    (g)   

Class B shares, $             par value,                  shares authorized,                  shares issued and outstanding

    —                    (g)   

Additional paid-in capital

    —                    (g,h)   

Retained earnings

    2,561,971                  (g)   

Non-controlling interest

    2,002,775                  (c)   

Accumulated other comprehensive income (loss)

    49,212           49,212  

Treasury interests

    (4,266         (4,266
 

 

 

   

 

 

   

 

 

   

 

 

 

Total shareholders’ equity

    7,162,693                  (c,g,h)   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities and shareholders’ equity

  $ 13,371,612                  (c,g,h)    $    
 

 

 

   

 

 

   

 

 

   

 

 

 

 

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(a)

Reflects the recognition of incremental Operating and Personnel Payments of $56.6 million and $3.4 million for RPI and for the Legacy Investors Partnerships, respectively, for the year ended December 31, 2019. Reflects the recognition of incremental Operating and Personnel Payments of $23.4 million and $0.8 million for RPI and for the Legacy Investors Partnerships, respectively, for the three months ended March 31, 2020. Under the terms of the new Management Agreement, the Operating and Personnel Payments will be calculated according to the formula described in “Certain Relationships and Related Party Transactions—Management Agreement” for RPI. The Operating and Personnel Payment for Old RPI, an obligation of the Legacy Investors Partnerships as the holder of a noncontrolling interest in Old RPI, for which the expense is reflected in RPI’s consolidated statements of income, is calculated as the greater of $1 million per quarter and 0.3125% of Royalty Investments (as defined therein).

(b)

Reflects the repayment of the RPIFT senior secured credit facilities, the issuance of the new RPI Term Loan A and Term Loan B facilities (the “New Term Loans”), including deferred financing fees, and the termination of the interest rate swaps that were unwound in connection with the refinancing. The terms of the New Term Loans are as follows, with required annual amortization payments of $160 million and $28.4 million associated with Term Loan A and Term Loan B, respectively:

 

Credit Facility

   Principal      Interest      Maturity  
     ($ thousands)  

RPI Term Loan A Facility

   $ 3,200,000        L + 150 bps        2025  

RPI Term Loan B Facility

   $ 2,840,000        L + 175 bps        2027  

 

(c)

As a result of this offering and the Reorganization Transactions, we will initially own approximately         % of the economic interest of Old RPI (excluding the RP Holdings Class C Special Interests).

The non-controlling interest from the Exchange Date relates to the following: (i) 18% is attributable to non-controlling interest holders of Old RPI held by the Legacy Investors Partnerships and (ii) a de minimis percentage is attributable to non-controlling interest holders of certain subsidiaries of Old RPI.

Immediately following the completion of this offering, the ownership percentage held by the non-controlling interest will be         %. The non-controlling interest consists of the following: (i)         % attributable to non-controlling interest holders of certain subsidiaries of Old RPI, (ii)         % attributable to non-controlling interest holders of Old RPI held by the Legacy Investors Partnerships, (iii)         % attributable to non-controlling interest holders of RP Holdings Class B Interests held by the Continuing Investors Partnerships, and (iv) in the future, related to the Equity Performance Awards granted to EPA Holdings, as further described in “Certain Relationships and Related Party Transactions—Equity Performance Awards.”

 

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(d)

The basic and diluted pro forma earnings per Class A ordinary share represent net income attributable to controlling interest divided by a combination of Class A ordinary shares issued in this offering and Class A ordinary shares exchanged by the Continuing International Investors Partnership in exchange for their RP Holdings Class B Interests as described in “Organizational Structure.” Pro forma RP Holdings Class B interests of              were evaluated under the if-converted method for potential dilutive effects and were determined to be antidilutive. The table below presents the computation of pro forma basic and dilutive earnings per share (“EPS”) for the controlling interest.

 

Earnings per Common Share

($ thousands, except share-related amounts)

   Pro Forma
Year Ended
December 31,
2019
     Pro Forma
Three Months
Ended
March 31,
2020
 

Numerator:

     

Net income attributable to controlling interest—basic and diluted

   $                        $                    

Denominator:

     

Weighted average Class A ordinary shares outstanding—basic and diluted

     

Basic earnings per share

   $        $    

Diluted earnings per share

   $        $    

 

(e)

The following sets forth the estimated sources and uses of funds in connection with the Reorganization Transactions and this offering, assuming the issuance of shares of Class A ordinary shares at a price of $             per share (the midpoint of the estimated public offering price range set forth on the cover of this prospectus):

Sources:

 

   

$             gross cash proceeds to us from the offering of Class A ordinary shares.

Uses:

 

   

We will use $            million to pay underwriting discounts and commissions and estimated offering expenses.

 

   

We will use the remaining proceeds as described in “Use of Proceeds.” The effects of such uses are not reflected as a pro forma adjustment as they are not factually supportable at the time of this offering.

 

(f)

Reflects the contribution of the Legacy Special Limited Partnership Interest in the Legacy Investors Partnerships (the “Legacy SLP Interest”). The Legacy SLP Interest will entitle us to the equivalent of performance distribution payments that would have been paid to the general partner of the Legacy Investors Partnerships and an income allocation on a similar basis. The income allocation attributable to Royalty Pharma plc is equal to the general partner’s former contractual rights to the income of the Legacy Investors Partnerships. The adjustment reflects an increase to Equity in (earnings)/loss of non-consolidated affiliates due to the new equity method investment in the Legacy Investors Partnerships and an increase to the Investment in non-consolidated affiliates.

 

(g)

Reflects an adjustment to equity reflecting (i) the issuance of Class A ordinary shares in this offering at $         par value per share, (ii) the recognition of non-controlling interest of $            as a result of the Reorganization Transactions, which is reflected as a reclassification of $            and a $            from Unitholder’s contributions and Retained earnings, respectively, to Non-controlling interest, and (iii) the reclassification of $            and $            from Unitholder’s contributions and Retained earnings, respectively, to Additional paid-in capital.

 

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(h)

Reflects pro forma adjustments to additional paid-in capital as follows:

 

Pro forma additional paid-in capital
($ thousands)
   As of
March 31,
2020
 

Numerator:

  

Reclassification of historical Retained earnings (see note (g) above)

   $                    

Reclassification of historical Unitholder’s contribution (see note (g) above)

                       

Ordinary shares issued in this offering (see note (g) above)

                       

Adjustment to reflect non-recurring professional services incurred prior to the offering (see notes (e) above)

                       

Pro forma additional paid-in capital

                       

The amount shown for the issuance of ordinary shares in this offering is at an assumed initial public offering price of $            per share, the midpoint of the price range set forth on the cover of this prospectus, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

 

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SELECTED HISTORICAL FINANCIAL DATA

The following tables set forth certain summary historical consolidated financial, certain pro-forma financial data and other data of Old RPI as of the dates and for the periods indicated. The business of Old RPI is the predecessor of Royalty Pharma plc for financial reporting purposes. The historical financial data as of December 31, 2019 and 2018, and for the years ended December 31, 2019, 2018 and 2017 were derived from the audited consolidated financial statements of Old RPI included elsewhere in this prospectus. The historical financial data as of and for the years ended December 31, 2016 and 2015 were derived from the audited consolidated financial statements that do not appear in this prospectus. Historical results are not necessarily indicative of the results to be expected for future periods. The historical financial data as of March 31, 2020 and for the three months ended March 31, 2020 and 2019 were derived from the unaudited interim condensed consolidated financial statements included elsewhere in this prospectus. Acquisitions impact the comparability of the historical consolidated financial data reflected in this schedule of Selected Historical Financial Data.

The selected historical consolidated financial and other data of Royalty Pharma plc has not been presented as Royalty Pharma plc is a newly incorporated entity, has had no business transactions or activities to date and had no assets or liabilities during the periods presented in this section.

The selected historical consolidated financial and other data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Unaudited Pro Forma Financial Data” and the consolidated financial statements and related notes thereto located elsewhere in this prospectus. Amounts in the tables below may not add due to rounding.

 

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The pro forma information gives effect to (i) the Reorganization Transactions and (ii) the sale of Class A ordinary shares in this offering and the application of the net proceeds from this offering, as if each had been completed as of January 1, 2019 with respect to the unaudited pro forma combined consolidated statements of operations data. See “Unaudited Pro Forma Financial Information.”

 

($ in thousands)

  Pro
Forma(14)(15)

(unaudited)
    Year Ended December 31,     Three months ended
March 31,

(unaudited)
 
    2019     2019     2018     2017     2016     2015     2020     2019  

Consolidated Results of Operations Data:

               

Income and other revenues:

               

Income from financial royalty assets

  $ 1,648,837     $ 1,648,837     $ 1,524,816     $ 1,539,417     $ 1,502,088     $ 1,484,041     $ 462,844     $ 382,216  

Revenue from intangible royalty assets(1)

    145,775       145,775       134,118       38,090       373,591       166,668       34,983       43,246  

Other royalty income

    19,642       19,642       135,960       20,423       1,731       1,711       3,052       9,421  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total income and other revenues

    1,814,254       1,814,254       1,794,894       1,597,930       1,877,410       1,652,420       500,879       434,883  

Operating expenses:

               

Research and development funding expense

    83,036       83,036       392,609       117,866       91,021       98,381       7,639       22,991  

Provision for changes in expected cash flows from financial royalty assets(2)(19)(20)

    (1,019,321     (1,019,321     (57,334     400,665       925,800       570,183       88,012       (50,033

Amortization of intangible assets

    23,924       23,924       33,267       33,267       68,203       68,160       5,733       6,599  

General and administrative expenses(3)

    163,519       103,439       61,906       106,440       69,512       121,418       38,065       24,426  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

    (748,842     (808,922     430,448       658,238       1,154,536       858,142       139,449       3,983  

Operating income

    2,563,096       2,623,176       1,364,446       939,692       722,874       794,278       361,430       430,900  

Other expenses (income):

               

Equity in loss/(earnings) of non-consolidated affiliates(4)

    (50,971     32,517       7,023       (163,779     11,347       17,001       9,074       5,529  

Interest expense

    250,864       268,573       279,956       247,339       238,915       224,424       53,584       67,266  

Realized gain on available for sale debt securities

    —         —         (419,481     (412,152     (261,111     (213,604     —         —    

Other (income) expense, net(5)(17)

    (211,947     (139,333     (20,907     (74,896     (28,172     7,749       189,676       (37,989
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total other (income) expenses, net

    (12,054     161,757       (153,409     (403,488     (39,021     35,570       252,334       34,806  

Consolidated net income before tax

    2,575,150       2,461,419       1,517,855       1,343,180       761,895       758,708       109,096       396,094  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income tax benefit (expense)

    —         —         —         —         —         —         —         —    

Consolidated net income

    2,575,150       2,461,419       1,517,855       1,343,180       761,895       758,708       109,096       396,094  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less: Net income attributable to non-controlling interest

      (112,884     (140,126     (133,155     (195,988     (177,282     (37,856     (28,650
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to controlling interest

                         $ 2,348,535     $ 1,377,729     $ 1,210,025     $ 565,907     $ 581,426     $ 71,240     $ 367,444  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents
                                     
                                  As of/for the
period ended

March 31,
(unaudited)
 

($ in thousands)

  2019     2018     2017     2016     2015     2020  

Consolidated Balance Sheet Data (at end of period):

           

Cash and cash equivalents

  $ 283,682     $ 1,924,211     $ 1,381,571     $ 1,674,219     $ 1,720,871     $ 624,367  

Marketable securities(21)

    56,972       —         —         —         —         567,980  

Total current assets(6)

    832,072       2,608,554       2,947,720       3,004,073       3,043,917       1,737,837  

Financial royalty assets, net (current and non-current)(20)

    11,294,612       8,839,052       8,789,643       7,171,441       6,949,488    

 

11,198,122

 

Total assets(6)(20)

    12,449,895       11,370,147       11,373,532       10,481,999       10,815,682       13,371,612  

Total current liabilities(6)

    333,417       580,172       383,413       297,318       314,390       433,961  

Current portion of long-term debt(6)

    281,984       281,436       280,928       172,684       184,383       182,128  

Long-term debt, excluding current portion(6)

    5,956,138       6,237,896       6,520,855       5,724,690       5,804,190       5,774,958  

Total shareholders’/unitholders’ equity(16)(20)

    6,141,438       4,552,079       4,460,546       4,445,620       4,676,908       7,162,693  

Cash Flow Data:

           

Net cash provided by (used in):

           

Operating activities

    1,667,239       1,618,317       1,418,313       1,482,595       1,305,825       471,104  

Investing activities(7)

    (2,116,142     303,424       (1,587,707     (605,932     64,287       (672,943

Financing activities

    (1,191,626     (1,379,101     (123,254     (923,315     (6,746     542,524  

 

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    Pro
Forma(14)(15)

(unaudited)
                                  Three months
ended March 31,

(unaudited)
 

($ in thousands)

  2019     2019     2018     2017     2016     2015     2020     2019  

Other Financial Measures:

               

Royalty Receipts – Growth Products

               

Cystic fibrosis franchise(8)

  $ 424,741     $ 424,741     $ 224,214     $ 37,340     $ 12,163     $ —       $ 99,403     $ 106,939  

Tysabri

    332,816       332,816       338,697       263,790       —         —         83,807       82,635  

Imbruvica

    270,558       270,558       209,171       149,376       103,247       54,464       77,709       61,102  

HIV franchise

    262,939       262,939       224,321       185,515       185,014       199,421       83,887       76,383  

Januvia, Janumet, Other DPP-IVs(1)

    143,298       143,298       106,689       103,250       313,394       162,962       34,788       32,738  

Xtandi

    120,096       120,096       105,958       86,977       64,019       —         34,777       27,568  

Promacta

    86,266       86,266       —         —         —         —         35,748       —  

Tazverik(18)

    —       —         —         —         —         —         —       —  

Crysvita(18)

    —       —         —         —         —         —         —       —  

Other Growth Products (9)

    242,767       210,166       192,241       133,554       127,919       118,372       72,133       56,640  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Royalty Receipts – Growth Products

  $ 1,883,481     $ 1,850,880     $ 1,401,291     $ 959,802     $ 805,756     $ 535,219     $ 522,252     $ 444,005  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Royalty Receipts – Mature Products

               

Tecfidera (10)

    150,000       150,000       750,000       600,000       600,000       425,000       —         150,000  

Lyrica

    128,246       128,246       126,916       124,126       119,132       142,122       6,087       29,605  

Letairis

    112,656       112,656       130,078       123,178       111,361       101,183       14,562       38,459  

Remicade

    6,068       6,068       121,055       138,488       147,883       162,705       —         6,068  

Humira

    —       —         499,055       455,399       400,990       351,615       —         —    

Other Mature Products (11)

    21,047       21,047       45,450       68,267       276,979       400,016       743       10,164  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Royalty Receipts – Mature Products

  $ 418,017     $ 418,017     $ 1,672,554     $ 1,509,458     $ 1,656,345     $ 1,582,641    

 

 

 

$

 

 

 

21,392

 

 

 

 

 

 

 

 

$

 

 

 

234,296

 

 

 

 

 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions to non-controlling interest

    (525,804     (154,084     (268,693     (278,727     (321,795     (310,299  

 

 

 

 

 

 

 

 

 

(161,387

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(41,460

 

 

 

 

 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted Cash Receipts (non-GAAP)(13)

  $ 1,775,694     $ 2,114,813     $ 2,805,152     $ 2,190,533     $ 2,140,306     $ 1,807,561    

 

 

 

 

$

 

 

 

 

382,257

 

 

 

 

 

 

 

 

 

 

$

 

 

 

 

636,841

 

 

 

 

 

 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Payments for operating and professional costs(12)

    (145,176     (88,524     (72,660     (101,180     (64,923     (70,834  

 

 

 

 

 

 

 

 

 

(25,838

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(17,705

 

 

 

 

 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA (non-GAAP)(13)

  $ 1,630,518     $ 2,026,289     $ 2,732,492     $ 2,089,353     $ 2,075,383     $ 1,736,727    

 

 

 

 

$

 

 

 

 

356,419

 

 

 

 

 

 

 

 

 

 

$

 

 

 

 

619,136

 

 

 

 

 

 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Development-stage funding payments – ongoing

    (83,036     (83,036     (108,163     (118,366     (90,521     (98,381  

 

 

 

 

 

(7,639

 

 

 

 

 

 

 

 

(22,991

 

 

Interest paid, net

    (214,520     (234,828     (243,216     (228,451     (226,378     (215,504  

 

 

 

(48,867

 

 

 

 

 

(54,349

 

Swap collateral (posted) or received, net

    —         (45,270     2,957       (2,950     2,316       (2,316     45,252       (360

Swap termination payments

    (35,448     —         —         —         —         —         (35,448     —    

Investment in non-consolidated affiliates

    (27,042     (27,042     (24,173     (2,000     (8,722     (21,407  

 

 

 

(13,142

 

 

 

 

 

(8,842

 

Contributions from non-controlling interest- R&D

    19,348       —         —       —       —       —    

 

 

 

 

 

1,260

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted Cash Flow (non-GAAP)(13)

  $ 1,289,820     $ 1,636,113     $ 2,359,897     $ 1,737,586     $ 1,752,078     $ 1,399,119    

 

 

 

$

 

 

 

297,835

 

 

 

 

 

 

 

 

$

 

 

 

532,594

 

 

 

 

 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)

Included in revenue from intangible royalty assets and in royalty receipts for the year ended December 31, 2016 was the receipt of $297.5 million (offset by a $30 million milestone payment made to Arisaph Pharmaceuticals, in connection with our existing royalty agreement and settlement terms) related to a contractual license amendment and settlement of the Merck & Co. litigation. In exchange for the payment of

 

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  past-due royalties, we agreed to a five-quarter payment holiday beginning in January 2017. For additional discussion of the Merck & Co. litigation, refer to the notes to our consolidated financial statements included elsewhere in this prospectus. Within the $297.5 million settlement payment, $154.4 million, $126.8 million, and $16.3 million related to sales of Januvia, Janumet and Other DPP-IV products during 2016, 2015 and 2014, respectively.
(2)

The Provision for changes in expected cash flows from financial royalty assets reflects the changes in sell-side equity research analysts’ forecasts on individual products underlying our royalties that impact income recognition for royalty assets classified as financial assets. Refer to Note 2 of our Consolidated Financial Statements included elsewhere in this prospectus for additional information.

(3)

General and administrative expenses include $34.7 million of bad debt expense in 2017 related to chargebacks by Merck & Co. for rebates received by Merck & Co. during the holiday period in connection with overpayments on DPP-IV product sales from prior periods. In 2015, we recorded a $44.5 million reserve for bad debt related to the Merck & Co. lawsuit brought in August 2015 to invalidate our DPP-IV patents in 2015.

(4)

In December 2017, our equity method investee, Avillion I, announced that the FDA approved a supplemental New Drug Application for Pfizer’s BOSULIF (bosutinib) in chronic myeloid leukemia. Avillion is eligible to receive fixed payments from Pfizer based on this approval under the terms of its co-development agreement with Pfizer. As a result, Avillion recognized a gain equal to the present value of a series of guaranteed fixed annual payments due from Pfizer over a 10-year period.

(5)

In February 2017, we sold a royalty asset back to the marketer for cash proceeds of $115.0 million. At the date of sale, the net carrying value of the royalty asset was $62.2 million and we recognized a gain on the sale of $52.8 million, representing the difference between the carrying value and proceeds received.

(6)

Effective January 1, 2016, we retrospectively adopted Accounting Standards Update No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires presentation of debt issuance costs as a direct deduction from the carrying amount of a recognized debt liability on the balance sheet. As a result, we reclassified unamortized debt issuance costs previously classified as other assets to Long-term debt and Current portion of long-term debt for the year ended December 31, 2015.

(7)

See further discussion of investing activities within the “Liquidity and Capital Resources” section within “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

(8)

We started collecting 100% of the royalties on cystic fibrosis franchise products in the third quarter of 2018, after a pre-existing capped royalty was repaid in full. Prior to this date, we only collected royalty receipts from the cystic fibrosis franchise equal to the residual royalty of 0%-25%.

(9)

Other Growth Products include royalties on the following products: Bosulif (a product co-developed by our joint venture investee, Avillion, for which receipts are presented as Distributions received from nonconsolidated affiliates on the Statement of Cash Flows), Cimzia, Conbriza/Fablyn/Viviant, Emgality, Entyvio, Erleada, Farxiga/Onglyza, Lexiscan, Mircera, Myozyme, Nesina, Priligy and Soliqua. Other Growth Products also include contributions from the Legacy SLP Interest.

(10)

Receipts from Tecfidera milestone payments are presented as Proceeds from available for sale debt securities on the Statement of Cash Flows.

(11)

Other Mature Products primarily include royalties on the following products: Prezista, Rotateq, Savella and Thalomid.

(12)

Payments for operating and professional costs include Payments for operating costs and professional services and Payments for rebates, both from the Statement of Cash Flows.

(13)

Adjusted Cash Receipts and Adjusted Cash Flow are key non-GAAP financial measures used by management to assess financial operating performance on a levered and unlevered basis, cash distribution levels, and for purposes of evaluating cash available to service debt and reinvest in the business. Adjusted EBITDA is an important non-GAAP financial measure in analyzing our liquidity and is a key component of certain material covenants contained within our credit agreement. Each non-GAAP financial measure functions as a supplemental measure of liquidity and is not required by, or presented in accordance with, GAAP. They are not measurements of our performance or liquidity under GAAP and should not be considered as alternatives to Net cash provided by operating activities or Consolidated net income before tax or any other performance or liquidity measure derived in accordance with GAAP. For additional information, see “—Non-GAAP Reconciliations” below.

 

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Adjusted Cash Receipts is a measure calculated with inputs directly from the Statement of Cash Flows and includes (1) royalty receipts: (i) Cash collections from royalty assets (financial assets and intangible assets), (ii) Other royalty cash collections, (iii) Distributions from non-consolidated affiliates, plus (2) Proceeds from available for sale debt securities (Tecfidera milestone payments), and less (3) Distributions to non-controlling interest. Adjusted Cash Receipts can be further stratified by Growth Products and Mature Products. Growth Products are defined as royalties with a duration expiring after December 31, 2020. All other royalties on approved products are defined as Mature Products.

Adjusted EBITDA is important to our lenders and is defined under the credit agreement as Adjusted Cash Receipts less payments for operating and professional costs.

Adjusted Cash Flow is defined as Adjusted EBITDA less (1) Development-stage funding payments – ongoing, (2) Interest paid, net, (3) Swap collateral (posted) or received, net, (4) Swap termination payments, and (5) Investment in non-consolidated affiliates, plus (1) Contributions from non-controlling interest- R&D, all directly reconcilable to the Statement of Cash Flows.

 

(14)

The unaudited pro forma Consolidated Results of Operations Data and the Cash Flow Data for the period ended December 31, 2019 present selected financial data after giving effect to the Reorganization Transactions and the sale of Class A ordinary shares in this offering, as further described in “Unaudited Pro Forma Financial Information.” The unaudited pro forma Consolidated Results of Operations Data and Cash Flow Data has been prepared by management and is based on the historical financial statements of Old RPI. The assumptions and adjustments to the Consolidated Results of Operations Data are described in the notes to the unaudited pro forma financial information in “Unaudited Pro Forma Financial Information.” The assumptions and adjustments to the Cash Flow Data are presented in the table below and refer to certain notes to the unaudited pro forma financial information in “Unaudited Pro Forma Financial Information.”

 

     Year Ended December 31, 2019  
     Old RPI     Adjustments
(unaudited)
    Pro Forma
Royalty
Pharma plc

(unaudited)
 
     ($ thousands)  

Pro forma adjustments to Cash Flow Data line items:

      

Distributions from non-consolidated affiliates (see note (15)(a) herein)

   $ 14,059     $ 32,601     $ 46,660  

Interest paid, net (see note (b))

     (234,828     20,308       (214,520

Swap collateral posted or (received), net (see note (b))

     (45,270     45,270       —  

Swap termination payments (see note (b))

     —         (35,448     (35,448 )

Payments for operating costs and professional services (see note (a))

     (88,524     (56,652 )     (145,176
  

 

 

   

 

 

   

 

 

 

Pro forma totals:

      

Net cash provided by operating activities

   $ 1,667,239     $ 6,079     $ 1,673,318  
  

 

 

   

 

 

   

 

 

 

 

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(15)

The unaudited pro forma Other Financial Measures as of and for the period ended December 31, 2019 present selected non-GAAP measures, which are supplemental measures to our GAAP financial measures, after giving effect to the Reorganization Transactions and the sale of Class A ordinary shares in this offering, as further described in “Unaudited Pro Forma Financial Information.” The adjustments and assumptions to the Other Financial Measures are described in footnote (7) to the Reconciliations of Adjusted Cash Receipts, Adjusted EBITDA and Adjusted Cash Flow tables on the following pages. Below, we have included the adjustment related to Adjusted Cash Receipts, which is not an adjustment in the non-GAAP reconciliation of the same metric.

 

     Year Ended December 31, 2019  
     Old RPI      Adjustments
(unaudited)
     Pro Forma
Royalty
Pharma plc

(unaudited)
 
     ($ thousands)  

Pro forma adjustments to Other Financial Measures:

        

Royalty Receipts – Growth Products

        

Other Growth Products

   $ 210,166      $ 32,601(a)      $ 242,767  

 

(a)

As a result of the Reorganization Transactions, we hold the Legacy SLP Interest. The Legacy SLP Interest entitles us to the equivalent of performance distribution payments that would have been paid to the general partner of the Legacy Investors Partnerships in an amount equal to the Legacy general partner’s former contractual rights to approximately 18% of the net cash flows of Old RPI. As such, cash distributions received on this new equity method investment in the Legacy Investors Partnerships are included as a pro forma adjustment in Other Growth Products within Adjusted Cash Receipts, a non-GAAP measure.

 

(16)

Pro forma adjustments also include a reversal of Distributions to unitholders. Historically, Distributions to unitholders included a payment in respect of the per interest distribution to all limited partners in Old RPI and a distribution for performance payments due to the Legacy general partner. Had the Reorganization Transactions and offering occurred on January 1, 2019, we would have made payments of dividends to our shareholders in place of distributions. The dividends paid reflects the amount that would have been paid to holders the Continuing Investors Partnerships as holders of Class B interests of RP Holdings, including the limited partnership interests issued to the Legacy general partner in exchange for extinguishing the performance payments payable in respect of assets acquired prior to the Exchange Date, on the same per share/interest basis applied historically. As a result, we would not have made cash distributions to satisfy performance payments payable during 2019.

As a result of reflecting the Reorganization Transactions as of January 1, 2019, the cash distributions paid to non-controlling interest in 2019 would be increased as a result of the new non-controlling interest related to the Legacy Investors Partnership.

Distributions to unitholders made in respect of the new non-controlling interest related to the RP Holdings Class B Interests held by the Continuing Investors Partnerships would continue to be reflected as the equivalent of dividends paid and would show up in Dividend distributions to non-controlling interests.

 

(17)

In 2018, we adopted Accounting Standards Update No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which requires that all equity investments be measured at fair value with changes in fair value recognized in net income. Upon adoption of this standard, we recorded a cumulative-effect adjustment upon adoption decreasing retained earnings by $2.9 million as a result of accumulated other comprehensive income previously recognized on our available for sale equity securities. We recognized $13.9 million in unrealized losses on equity securities in earnings in 2018 and $155.7 million of unrealized gains in 2019. Unrealized gains and losses on equity securities were previously recorded as a component of accumulated other comprehensive income.

 

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(18)

Royalties on Tazverik and Crysvita were acquired in the fourth quarter of 2019 and will not generate cash receipts until 2020.

 

(19)

The Vertex triple combination therapy, Trikafta, was approved by the FDA in October 2019. Sell-side equity research analysts’ consensus forecasts increased due to expected sales of the newly approved Cystic fibrosis franchise product and resulted in a reversal of the entire cumulative allowance for changes in expected cash flows in the fourth quarter of 2019 related to this royalty asset.

 

(20)

In 2020, we adopted Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. We applied the guidance using the modified retrospective method and recorded a cumulative-effect adjustment of $192.7 million to opening retained earnings as of January 1, 2020. The allowance for credit losses is reflected in the non-current portion of Financial royalty assets, net, with the periodic activity flowing through the Provision for changes in expected cash flows from financial royalty assets. Refer to Note 7 of our Interim Condensed Consolidated Financial Statements included elsewhere in this prospectus for additional information.

 

(21)

Marketable securities are short term in nature and primarily include investments in U.S. government securities, corporate debt securities and certificates of deposit.

Non-GAAP Reconciliations

Adjusted Cash Receipts, Adjusted EBITDA and Adjusted Cash Flow are non-GAAP measures presented as supplemental measures to our GAAP financial performance. These non-GAAP financial measures exclude the impact of certain items and therefore have not been calculated in accordance with GAAP. In each case, because our operating performance is a function of our liquidity, the non-GAAP measures used by management are presented and defined as supplemental liquidity measures. We caution readers that amounts presented in accordance with our definitions of Adjusted Cash Receipts, Adjusted EBITDA, and Adjusted Cash Flow may not be the same as similar measures used by other companies. Not all companies and analysts calculate the non-GAAP measures we use in the same manner. We compensate for these limitations by using non-GAAP financial measures as supplements to GAAP financial measures and by presenting the reconciliations of the non-GAAP financial measures to their most comparable GAAP financial measures, in each case being Net cash provided by operating activities.

We believe that Adjusted Cash Receipts and Adjusted Cash Flow provide meaningful information about our operating performance because the business is heavily reliant on its ability to generate consistent cash flows and these measures reflect the core cash collections and cash charges comprising our operating results. Management strongly believes that our significant operating cash flow is one of the attributes that attracts potential investors to our business.

In addition, we believe that Adjusted Cash Receipts and Adjusted Cash Flow help identify underlying trends in the business and permit investors to more fully understand how management assesses the performance of the Company, including planning and forecasting for future periods. Adjusted Cash Receipts and Adjusted Cash Flow are used by management as key liquidity measures in the evaluation of the Company’s ability to generate cash from operations. Both measures are an indication of the strength of the Company and the performance of the business. Management uses Adjusted Cash Receipts and Adjusted Cash Flow when considering available cash, including for decision-making purposes related to funding of acquisitions, voluntary debt repayments, dividends and other discretionary investments. Further, these non-GAAP financial measures help management, the audit committee, and investors evaluate the Company’s ability to generate liquidity from operating activities.

Management believes that Adjusted EBITDA is an important non-GAAP measure in analyzing our liquidity and is a key component of certain material covenants contained within the Company’s Credit Agreement. Noncompliance with the interest coverage ratio and leverage ratio covenants under the credit agreement could result in our lenders requiring the Company to immediately repay all amounts borrowed. If we cannot satisfy these financial covenants, we would be prohibited under our credit agreement from engaging in certain activities, such as incurring additional indebtedness, paying dividends, making certain payments, and acquiring and disposing of assets. Consequently, Adjusted EBITDA is critical to the assessment of our liquidity.

 

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Management uses Adjusted Cash Flow to evaluate its ability to generate cash and performance of the business and to evaluate the Company’s performance as compared to its peer group. Management also uses Adjusted Cash Flow to compare its performance against non-GAAP adjusted net income measures used by many companies in the biopharmaceutical industry, even though each company may customize its own calculation and therefore one company’s metric may not be directly comparable to another’s. We believe that non-GAAP financial measures, including Adjusted Cash Flow, are frequently used by securities analysts, investors, and other interested parties to evaluate companies in our industry.

To arrive at Adjusted Cash Receipts, we start with the GAAP line item, Net cash provided by operating activities, and adjust for the following items from the Statement of Cash Flows: to add back (1) Proceeds from available for sale debt securities (Tecfidera milestone payments), which are cash inflows that management believes are derived from royalties and form part of our core business strategy, (2) Interest paid, net of interest received, (3) Development-stage funding payments that are intended to generate royalties in the future, (4) Payments for professional services, (5) Payments for rebates, and (6) Swap termination payments, and to deduct (1) Distributions to non-controlling interests and (2) Swap collateral posted or (received), net, both of which are excluded when management assesses its operating performance through cash collections, or, Adjusted Cash Receipts.

To arrive at Adjusted EBITDA, we start with Net cash provided by operating activities and adjust for the following items from the Statement of Cash Flows: to add back (1) Proceeds from available for sale debt securities (Tecfidera milestone payments), (2) Interest paid, net of interest received and (3) Development-stage funding payments, and (4) Swap termination payments, and to deduct (1) Distributions to non-controlling interest and (2) Swap collateral posted or (received), net.

To arrive at Adjusted Cash Flow, we start with Net cash provided by operating activities and adjust for the following items from the Statement of Cash Flows: to add back (1) Proceeds from available for sale debt securities (Tecfidera milestone payments), (2) Development-stage funding paymentsupfront, and (3) Contributions from non-controlling interest- R&D, and to deduct (1) Distributions to non-controlling interest and (2) Investment in nonconsolidated affiliates. This is intended to present an Adjusted Cash Flow measure that is representative of cash generated from the broader business strategy of acquiring royalty-generating assets that are available for reinvestment and for discretionary purposes.

Reconciliations of Adjusted Cash Receipts, Adjusted EBITDA and Adjusted Cash Flow

 

                                                    For the three months
ended March 31,
 
                                                    (unaudited)  

($ in thousands)

  2019     Adjust
-ments
(6)
    Pro Forma  
2019
(unaudited)
          2018     2017     2016     2015     2020     2019  

Cash flow data (GAAP basis)

                   

Net cash provided by (used in):

                   

Operating activities

  $ 1,667,239     $ 6,079     $ 1,673,318       $ 1,618,317     $ 1,418,313     $ 1,482,595     $ 1,305,825     $ 471,104     $ 432,895  

Investing activities

    (2,116,142 )           303,424       (1,587,707     (605,932     64,287       (672,943     (1,317,172

Financing activities

    (1,191,626 )           (1,379,101     (123,254     (923,315     (6,746     542,524       (314,956

Net cash provided by operating activities (GAAP)(1)

    $ 1,667,239     $ 6,079     $ 1,673,318       $ 1,618,317     $ 1,418,313     $ 1,482,595     $ 1,305,825     $ 471,104     $ 432,895  

Adjustments:

                   

Tecfidera milestone payments (2)

    150,000       —         150,000         750,000       600,000       600,000       425,000       —         150,000  

Interest paid, net(2)

    234,828       (20,308     214,520         243,216       228,451       226,378       215,504       48,867       54,349  

Development-stage funding payments – ongoing(3)

    83,036       —         83,036         108,163       118,366       90,521       98,381       7,639       22,991  

 

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                                                    For the three months
ended March 31,
 
                                                    (unaudited)  

($ in thousands)

  2019     Adjust
-ments
(6)
    Pro Forma  
2019
(unaudited)
          2018     2017     2016     2015     2020     2019  

Development-stage funding payments – upfront(4)

    —         —         —         284,446       —         —         —         —         —    

Payments for operating costs and professional services

    88,524       56,652       145,176         72,535       74,681       64,923       70,834       25,838       17,705  

Payments for rebates

    —         —         —           125       26,499       —         —         —         —    

Swap termination payments

    —         35,448       35,448         —         —         —         —         35,448       —    

Distributions to non-controlling interests(2)

    (154,084     (371,720     (525,804       (268,693     (278,727     (321,795     (310,299     (161,387     (41,460

Swap collateral posted or (received), net(2)

    45,270       (45,270     —           (2,957     2,950       (2,316     2,316       (45,252     360  
 

 

 

   

 

 

   

 

 

     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted Cash Receipts (non-GAAP)

  $ 2,114,813       $(339,119)       $1,775,694       $ 2,805,152     $ 2,190,533     $ 2,140,306     $ 1,807,561     $ 382,257     $ 636,840  
 

 

 

   

 

 

   

 

 

     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by operating activities (GAAP)(1)

  $ 1,667,239     $ 6,079     $ 1,673,318       $ 1,618,317     $ 1,418,313     $ 1,482,595     $ 1,305,825     $ 471,104       432,895  

Adjustments:

                   

Tecfidera milestone payments(2)

    150,000       —         150,000         750,000       600,000       600,000       425,000       —         150,000  

Interest paid, net(2)

    234,828       (20,308     214,520         243,216       228,451       226,378       215,504       48,867       54,349  

Development-stage funding payments – ongoing(3)

    83,036       —         83,036         108,163       118,366       90,521       98,381       7,639       22,991  

Development-stage funding payments – upfront(4)

    —         —         —           284,446       —         —         —         —         —    

Swap termination payments

    —         35,448       35,448         —         —         —         —         35,448       —    

Distributions to non-controlling interests(2)

    (154,084     (371,720     (525,804       (268,693     (278,727     (321,795     (310,299     (161,387     (41,460

Swap collateral posted or (received), net(2)

    45,270       (45,270     —           (2,957     2,950       (2,316     2,316       (45,252     360  
 

 

 

   

 

 

   

 

 

     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA (non-GAAP)

  $ 2,026,289       $(395,771)       $1,630,518       $ 2,732,492     $ 2,089,353     $ 2,075,383     $ 1,736,727     $ 356,419     $ 619,135  
 

 

 

   

 

 

   

 

 

     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by operating activities (GAAP)(1)

  $ 1,667,239     $ 6,079     $ 1,673,318       $ 1,618,317     $ 1,418,313     $ 1,482,595     $ 1,305,825       471,104       432,895  

Adjustments:

                   

Tecfidera milestone payments(2)

    150,000       —         150,000         750,000       600,000       600,000       425,000       —         150,000  

Development-stage funding payments – upfront(4)

    —         —         —           284,446       —         —         —         —         —    

Contribution from non-controlling interest- R&D(2)

    —         19,348       19,348         —         —         —         —         1,260       —    

Distributions to non-controlling interests(2)

    (154,084     (371,720     (525,804       (268,693     (278,727     (321,795     (310,299     (161,387     (41,460

Investment in non-consolidated affiliates(2)(5)

    (27,042     —         (27,042       (24,173     (2,000     (8,722     (21,407     (13,142     (8,842
 

 

 

   

 

 

   

 

 

     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted Cash Flow (non-GAAP)

  $ 1,636,113       $(346,293)       $1,289,820       $ 2,359,897     $ 1,737,586     $ 1,752,078     $ 1,399,119     $ 297,835     $ 532,593  
 

 

 

   

 

 

   

 

 

     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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(1)

Included in the $1.48 billion of Net cash provided by operating activities in 2016 was the receipt of $297.5 million (offset by a $30 million milestone payment made to Arisaph Pharmaceuticals, in connection with our existing royalty agreement and settlement terms) related to a contractual license amendment and settlement of the Merck & Co. litigation. For additional discussion of the Merck & Co. litigation, refer to the notes to our consolidated financial statements included elsewhere in this prospectus. Within the $297.5 million settlement payment collected in 2016, $154.4 million related to sales of DPP-IV products in 2016. The remaining amount included $126.8 million and $16.3 million related to sales of DPP-IV products during 2015 and 2014, respectively.

(2)

The table below shows the line item for each adjustment and the direct location for such line item on the Statement of Cash Flows.

 

Reconciling adjustment

  

Statement of Cash Flows classification

Tecfidera milestone payments

  

Investing activities (presented as Proceeds from available for sale debt securities)

Investments in non-consolidated affiliates

  

Investing activities

Distributions to non-controlling interests

  

Financing activities

Interest paid, net

  

Operating activities (Interest paid less Interest received)

Swap collateral posted or (received), net

  

Operating activities (Swap collateral received less Swap collateral posted)

Contributions from non-controlling interest- R&D

  

Financing activities

 

(3)

Our lenders consider all payments made to support research and development activities for products undergoing late stage development similar to asset acquisitions as these funds are expected to generate operational returns in the future. All development-stage funding payments—ongoing and upfront—run through R&D funding expense in net income and are added back in aggregate to Net cash provided by operating activities to arrive at Adjusted EBITDA. As a result, Adjusted EBITDA captures the full add-back for R&D funding payments while Adjusted Cash Flow only reflects the add back for the upfront portion of development-stage funding payments due to the fact that development-stage funding payments – ongoing are considered an ongoing business expense.

(4)

Because development-stage funding payments – upfront are expensed immediately to operating expenses as R&D funding expense, i.e., not capitalized as an asset in the balance sheet in accordance with ASC 730-20, amounts paid by the Company for upfront R&D funding run through net income. Management considers upfront R&D payments made to counterparties to support research and development activities for products undergoing late stage development similar to asset acquisitions as these funds are expected to generate operational returns in the future. We made development-stage funding payments – upfront in 2018 to acquire royalties on development-stage product candidates which include the following:

 

   

$175 million paid to Immunomedics in exchange for a royalty on Trodelvy (sacituzumab govitecan-hziy), an unapproved product at the time, in addition to $6.4 million premium paid for Immunomedics’ common stock acquired in connection with the R&D funding agreement; and

 

   

$100 million paid to Biohaven in exchange for a royalty on Nurtec ODT (rimegepant) and vazegepant, unapproved products at the time, in addition to the $3.0 million premium paid for Biohaven’s common stock acquired in connection with the R&D funding agreement.

 

(5)

We consider all payments to fund our operating joint ventures that are performing research and development activities for products undergoing late stage development similar to asset acquisitions as these funds are expected to generate operational returns in the future. As a result, amounts funded through capital calls by our equity method investees, the Avillion entities, are added back to Adjusted Cash Flow.

(6)

The unaudited pro forma selected non-GAAP financial data for the period ended December 31, 2019 present selected non-GAAP measures, which are supplemental measures to our GAAP financial measures, after giving effect to the Reorganization Transactions and the sale of Class A ordinary shares in this offering, as further described in “Unaudited Pro Forma Financial Information.” The unaudited pro forma selected non-GAAP financial data has been prepared by management and is based on the historical financial statements of Old RPI. The assumptions and adjustments to the selected non-GAAP financial data are described in the notes below.

Net cash provided by operating activities. Refer to footnote (14) of the notes to the selected historical financial data above.

Interest paid, net. Reflects the repayment of the RPIFT senior secured credit facilities, the issuance of the New Term Loans. The terms of the New Term Loans are as follows:

 

Credit Facility

   Principal      Interest      Maturity  
     ($ thousands)  

RPI Intermediate FT Term Loan A-1 Facility

   $ 3,200,000        L + 150 bps        2025  

RPI Intermediate FT Term Loan B-1 Facility

   $ 2,840,000        L + 175 bps        2027  

Payments for operating costs and professional services. Reflects the recognition of additional Operating and Personnel Payments of $             million. Under the terms of the new Management Agreement, the Operating and Personnel Payments will be calculated according to the formula described in “Certain Relationships and Related Party Transactions—Management Agreement.”

 

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Swap termination payments. Reflects the settlement of the interest rate swaps which were terminated in connection with the Exchange Offer Transactions.

Distributions to non-controlling interests. As a result of this offering and the Reorganization Transactions, we will initially own approximately        % of the economic interest of Old RPI. Immediately following the completion of this offering, the ownership percentage held by the non-controlling interest will be        %. The adjustment to our non-GAAP measures in respect of Distributions to non-controlling interests relates solely to the impact of recognizing distributions to the non-controlling interest holders of Old RPI as follows: (i) less than             % attributable to a non-controlling interest in Old RPI held by a prior legacy entity and (ii)             % attributable to non-controlling interests in certain subsidiaries of Old RPI held by the Legacy Investors Partnerships.

Swap collateral posted (received), net. Reflects the settlement of the interest rate swaps to which collateral posted and received related to interest rate swaps hedging the prior Credit Facility of RPIFT extinguished in connection with the Reorganization Transactions.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand our results of operations and financial condition. MD&A is provided as a supplement to, and should be read in conjunction with, our audited consolidated financial statements and the accompanying Notes to consolidated financial statements and Unaudited Pro Forma Financial Information. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” or in other parts of this prospectus.

Prior to the consummation of the Reorganization Transactions described under “Organizational Structure—Reorganization Transactions,” in this prospectus “Royalty Pharma plc,” the “Company,” “we,” “us” and “our” refer to Old RPI and its controlled subsidiaries (i.e., RPIFT and RPI Acquisitions, which are 100% owned, and the Collection Trust, which is 80% owned by RPIFT and 20% owned by RPSFT). After the consummation of the Reorganization Transactions, in this prospectus “Royalty Pharma plc,” the “Company,” “we,” “us” and “our” refer to Royalty Pharma Investments 2019 ICAV. After the consummation of this offering, in this prospectus “Royalty Pharma plc,” the “Company,” “we,” “us” and “our” refer to Royalty Pharma plc, an English public limited company incorporated under the laws of England and Wales, and its subsidiaries on a consolidated basis.

Business Overview

We are the largest buyer of biopharmaceutical royalties and a leading funder of innovation across the biopharmaceutical industry. Since our founding in 1996, we have been pioneers in the royalty market, collaborating with innovators from academic institutions, research hospitals and not-for-profits through small and mid-cap biotechnology companies to leading global pharmaceutical companies. We have assembled a portfolio of royalties which entitles us to payments based directly on the top-line sales of many of the industry’s leading therapies, including Imbruvica, Januvia, Kalydeco, Trikafta, Truvada, Tysabri and Xtandi. We fund innovation in the biopharmaceutical industry both directly and indirectly—directly when we partner with companies to co-fund late-stage clinical trials and new product launches in exchange for future royalties, and indirectly when we acquire existing royalties from the original innovators.

Since our founding in 1996 through December 31, 2019, we have deployed a total of $18 billion of cash to acquire biopharmaceutical royalties. We estimate that this represents more than 50% of all royalty transactions during this period. Our portfolio today consists of royalties on more than 45 marketed therapies and four development-stage product candidates. The therapies in our portfolio address therapeutic areas such as rare diseases, oncology, neurology, HIV, cardiology and diabetes, and are delivered to patients across both primary and specialty care settings. In 2019, a total of 22 therapies in our portfolio that each generated 2019 end-market sales of more than $1 billion, including seven therapies that each generated end-market sales of more than $3 billion. In 2019, we generated operating cash flow of $1.67 billion, Adjusted Cash Receipts of $2.11 billion and Adjusted Cash Flow of $1.64 billion. Between 2012 and 2019, we grew our Adjusted Cash Receipts at a CAGR of 11%.

Our capital-efficient business model enables us to benefit from many of the most attractive characteristics of the biopharmaceutical industry, including long product life cycles, significant barriers to entry and noncyclical revenues, but with substantially reduced exposure to many common industry challenges such as early stage development risk, therapeutic area constraints, high research and development costs, and high fixed manufacturing and marketing costs. We have a highly flexible approach that is agnostic to both therapeutic area and treatment modality, allowing us to acquire royalties in the most attractive therapies across the biopharmaceutical industry. The success of our business has been the result of a focused strategy of actively identifying and tracking the development and commercialization of key new therapies, allowing us to move

 

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quickly to make acquisitions when opportunities arise. We acquire royalties on approved products, often in the early stages of their commercial launches, and development-stage product candidates with strong proof of concept data, mitigating development risk and expanding our opportunity set.

We classify our royalty acquisitions by the approval status of the therapy at the time of acquisition:

 

   

Approved Products – We acquire royalties in approved products that generate predictable cash flows and may offer upside potential from unapproved indications. Since inception in 1996 and through 2019, we have deployed $12 billion of cash to acquire royalties on approved products. From 2012 through 2019, we have acquired $7.0 billion of royalties on approved products.

 

   

Development-Stage Product Candidates – We acquire royalties on development-stage product candidates that have demonstrated strong clinical proof of concept. From 2012, when we began acquiring royalties on development-stage product candidates, through 2019, we have deployed $6.1 billion to acquire royalties on development-stage product candidates.

While we classify our acquisitions in these two broad segments, several of our acquisitions of royalties on approved products were driven by the long-term potential of these products in other, unapproved indications. Similarly, some of our royalty acquisitions in development-stage product candidates are for products that are approved in other indications.

We acquire royalties in a variety of ways that can be tailored to the needs of our partners. We classify our acquisitions according to the following structures:

 

   

Third-party Royalties – A royalty is the contractual right to a percentage of top-line sales from a licensee’s use of a product, technology or intellectual property. The majority of our current portfolio consists of royalties that had been previously created by other parties prior to our acquisition.

 

   

Synthetic / Hybrid Royalties – A synthetic royalty is the contractual right to a percentage of top-line sales created by the developer and/or marketer of a therapy in exchange for funding. In many of our synthetic royalty acquisitions, we also make investments in the public equity of the company, where the main value driver of the company is the product on which we concurrently acquired a royalty.

 

   

R&D Funding – We fund R&D, typically for large biopharmaceutical companies, in exchange for future royalties and/or milestones if the product or indication we are funding is approved.

 

   

M&A – We acquire royalties in connection with mergers and acquisitions transactions, often from the buyers of biopharmaceutical companies when they dispose of the non-strategic assets of the target company following the closing of the acquisition. We also seek to partner with companies to acquire other biopharmaceutical companies that own significant royalties. We may also seek to acquire biopharmaceutical companies that have significant royalties or where we can create royalties in subsequent transactions.

Background and Format of Presentation

Pursuant to the Exchange Offer Transactions which were consummated on February 11, 2020, certain investors who invested in Old RPI through the Legacy Investors Partnerships exchanged their limited partnership interests in the Legacy Investors Partnerships for limited partnership interests in the Continuing Investors Partnerships. As a result of the Exchange Offer Transactions, RPI, through its wholly-owned subsidiary RPI Intermediate FT, owns an economic interest in 82% of Old RPI. Through its 82% indirect ownership of Old RPI, RPI is legally entitled to 82% of the economics of Old RPI’s wholly-owned subsidiaries, RPIFT and RPI Acquisitions, and 82% of the 80% of the Collection Trust that is owned by RPIFT.

From the Exchange Date through the Legacy Date, RPI will participate proportionately with the Legacy Investors Partnerships in any new investment made by Old RPI. Following the Legacy Date, Old RPI will cease

 

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making new investments and each of Old RPI and the Legacy Investors Partnerships will become a legacy entity. Following the Legacy Date, we will make new investments through RPI. Immediately following this offering, we will be a holding company and our principal asset will be a controlling equity interest in RP Holdings, which will be the sole equity owner of RPI.

Following management’s determination that a high degree of common ownership exists in RPI both before and after the Exchange Date, RPI recognized Old RPI’s assets and liabilities at the carrying value reflected on Old RPI’s balance sheet as of the Exchange Date. Old RPI is the predecessor of RPI and Royalty Pharma plc for financial reporting purposes. The references in the following discussion to the years ended December 31, 2019, 2018 and 2017, and for the multi-year period ending on December 31, 2019 refer to the financial results of Old RPI for the same periods.

Understanding Our Financial Reporting

In accordance with generally accepted accounting principles in the United States, or GAAP, most of the royalties we acquire are treated as investments in cash flow streams and are thus classified as financial assets. These investments have yield components that most closely resemble loans measured at amortized cost under the effective interest accounting methodology. Under this accounting methodology, we calculate the effective interest rate on each royalty asset using a forecast of the expected cash flows to be received over the life of the royalty asset relative to the initial acquisition price. The yield, which is calculated at the end of each reporting period and applied prospectively, is then recognized via accretion into our income at the effective rate of return over the expected life of the royalty asset.

The preparation of our financial statements in this manner requires the use of estimates, judgments and assumptions that affect both our reported assets and liabilities and our income and revenue and expenses. The most significant judgments and estimates applied by management are associated with the measurement of income derived from our royalty assets classified as financial assets, including management’s judgment in forecasting the expected future cash flows of the underlying royalties and the expected duration of the royalty asset. Our cash flow forecasts are generated and updated each reporting period by manually compiling sell-side equity research analysts’ consensus estimates for each of the products in which we own royalties. We then calculate our expected royalty cash flows using these consensus forecasts. In any given reporting period, any decline in the expected future cash flows associated with a royalty asset is recognized as a provision which is expensed through our income statement as a non-cash charge.

As a result of the non-cash charges associated with applying the effective interest method accounting methodology, our income statement activity in respect of many of our royalties can be volatile and unpredictable. Small declines in sell-side equity research analysts’ consensus forecasts over a multi-year period can result in an immediate non-cash income statement expense recognition, even though the applicable cash inflows will not be realized for many years into the future. For example, in late 2014 we acquired our royalty asset on the cystic fibrosis franchise. Beginning in the second quarter of 2015, declines in near-term sales forecasts of sell-side equity research analysts caused us to build up a provision for this royalty asset. Over the course of 10 quarters, we recognized non-cash charges to the income statement as a result of these changes in forecasts, ultimately accumulating a peak cumulative provision of $1.30 billion by September 30, 2017, including non-cash expense of $743.2 million in 2016 related to this royalty asset. With the approval of the Vertex triple combination therapy, Trikafta, in October 2019, sell-side equity research analysts’ consensus forecasts increased to reflect the larger addressable market and the increase in the expected duration of the Trikafta. While small reductions in the cumulative provision for the cystic fibrosis franchise were recognized in 2017 and 2018, there remained a $1.10 billion cumulative provision balance that was fully offset by a $1.10 billion credit to the provision in 2019 as a result of an increase in sell-side equity research analysts’ consensus forecasts associated with the Trikafta approval. This example illustrates the volatility caused by our accounting model. Therefore, management believes investors should not look to income from royalties and the associated provision for changes in future cash flows as a measure of our near-term financial performance or as a source for predicting future income or growth trends.

 

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Our operations have historically been financed primarily with cash flows generated by our royalties. Due to the nature of our accounting methodology for our royalties classified as financial assets, there is no direct correlation between our income from royalties and our royalty receipts. As noted above, income from such royalties is measured at amortized cost under the effective interest accounting methodology. Given the importance of cash flows to management’s operation of the business and their predictability, management uses royalty receipts as the primary measure of our operating performance. Royalty receipts refer to the summation of the following line items from our GAAP Statement of Cash Flows: Cash collections from royalty assets (both financial assets and intangible assets), Other royalty cash collections and Distributions from non-consolidated affiliates.

In addition to analyzing our results on a GAAP basis, management also reviews our results on a non-GAAP basis. The closest comparable GAAP measure to each of the non-GAAP measures that management review is Net cash provided by operating activities. The key non-GAAP metrics we focus on are Adjusted Cash Receipts, Adjusted EBITDA and Adjusted Cash Flow, each of which is further discussed in “—Non-GAAP Results Analysis.”

Adjusted Cash Receipts and Adjusted Cash Flow are used by management as key liquidity measures in the evaluation of our ability to generate cash from operations. Both measures are an indication of the strength of the Company and the performance of the business. Management uses Adjusted Cash Flow to compare its performance against non-GAAP adjusted net income used by companies in the biopharmaceutical industry. Adjusted EBITDA, which is derived from Adjusted Cash Receipts, is used by our lenders to assess our ability to meet our financial covenants.

Refer to “—Non-GAAP Reconciliations” for additional discussion of management’s use of non-GAAP measures as supplemental financial measures.

 

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Portfolio Overview

Our portfolio consists of royalties on more than 45 marketed therapies and four development-stage product candidates. The therapies in our portfolio address therapeutic areas such as rare diseases, oncology, neurology, HIV, cardiology and diabetes, and are delivered to patients across both primary and specialty care settings. The table below includes royalty receipts for the three months ended March 31, 2020 and 2019, and for the years ended December 31, 2019, 2018, 2017, grouped by Growth Products and Mature Products. “Growth Products” are defined as royalties with a duration expiring after December 31, 2020. We define all other royalties as Mature Products.

 

($ in thousands)           Royalty receipts  
            For the three months
ended March 31,

(unaudited)
    For the years ended December 31,  
   

Marketer

 

Therapeutic
area

  2020     2019     2019     2018     2017  

Growth Products

             

Cystic fibrosis franchise(1)

  Vertex   Rare diseases   $ 99,403     $ 106,939     $ 424,741     $ 224,214     $ 37,340  

Tysabri

  Biogen   Neurology     83,807       82,635       332,816       338,697       263,790  

Imbruvica

  AbbVie/Johnson & Johnson   Oncology     77,709       61,102       270,558       209,171       149,376  

HIV franchise(2)

  Gilead, others(2)   HIV     83,887       76,383       262,939       224,321       185,515  

Januvia, Janumet, Other DPP-IVs(3)

  Merck & Co., others(3)   Diabetes     34,788       32,738       143,298       106,689       103,250  

Xtandi

  Pfizer, Astellas   Oncology     34,777       27,568       120,096       105,958       86,977  

Promacta

  Novartis   Hematology     35,748       —         86,266       —         —    

Tazverik

  Epizyme   Oncology     —         —         —         —         —    

Crysvita

  Ultragenyx, Kyowa Kirin   Rare diseases     —         —         —         —         —    

Other Growth Products(4)

      72,133       56,640       210,166       192,241       133,554  

Total Royalty Receipts – Growth Products

  $ 522,252     $ 444,005     $ 1,850,880     $ 1,401,291     $ 959,802  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Mature Products

             

Tecfidera(5)

  Biogen   Neurology   $ —       $ 150,000     $ 150,000     $ 750,000     $ 600,000  

Lyrica

  Pfizer   Neurology     6,087       29,605       128,246       126,916       124,126  

Letairis

  Gilead   Cardiology     14,562       38,459       112,656       130,078       123,178  

Remicade

  Johnson & Johnson, Merck & Co.   Immunology     —         6,068       6,068       121,055       138,488  

Humira

  AbbVie   Immunology     —         —         —         499,055       455,399  

Other Mature Products(6)

      743       10,164       21,047       45,450       68,267  

Total Royalty Receipts – Mature Products

  $ 21,392     $ 234,296     $ 418,017     $ 1,672,554     $ 1,509,458  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)

The cystic fibrosis franchise includes the following approved products: Kalydeco, Orkambi, Symdeko and Trikafta. We started collecting 100% of the royalties on cystic fibrosis franchise products in the third quarter of 2018, after a pre-existing capped royalty was repaid. Prior to this date, we only collected royalty receipts from the cystic fibrosis franchise equal to the residual royalty of 0-25%.

(2)

The HIV franchise includes the following approved products: Atripla, Truvada, Emtriva, Complera, Stribild, Genvoya, Descovy, Odefsey, Symtuza and Biktarvy. The HIV franchise is marketed by Gilead, Bristol-Myers Squibb and Merck & Co.

 

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(3)

Januvia, Janumet, Other DPP-IVs include the following approved products: Eli Lilly, Tradjenta, Onglyza, Kombiglyze, Galvus, Eucreas and Nesina. The Other DPP-IVs are marketed by Boehringer Ingelheim, AstraZeneca, Novartis and Takeda.

(4)

Other Growth Products include royalties on the following products: Bosulif (a product co-developed by our joint venture investee, Avillion, for which receipts are presented as Distributions received from nonconsolidated affiliates on the Statement of Cash Flows), Cimzia, Conbriza/Fablyn/Viviant, Emgality, Entyvio, Erleada, Farxiga/Onglyza, Lexiscan, Mircera, Myozyme, Nesina, Priligy and Soliqua. Other Growth Products also include contributions from the Legacy SLP Interest.

(5)

Receipts from Tecfidera milestone payments are presented as Proceeds from available for sale debt securities on the Statement of Cash Flows.

(6)

Other Mature Products primarily include royalties on the following products: Prezista, Rotateq, Savella and Thalomid.

Financial Overview

Financial highlights

 

   

Net cash provided by operations totaled $471.1 million and $432.9 million for the three months ended March 31, 2020 and 2019, respectively. Net cash provided by operations totaled $1.67 billion, $1.62 billion and $1.42 billion for the years ended December 31, 2019, 2018 and 2017, respectively. Net cash provided by operations is the most comparable GAAP financial measure to the supplemental non-GAAP liquidity measures that follow.

 

   

Adjusted Cash Receipts (a non-GAAP metric) totaled $382.3 million and $636.8 million in the first three months of 2020 and 2019, respectively. Adjusted Cash Receipts totaled $2.11 billion, $2.81 billion and $2.19 billion in 2019, 2018 and 2017, respectively.

 

   

Adjusted EBITDA (a non-GAAP metric) totaled $356.4 million and $619.1 million for the three months ended March 31, 2020 and 2019, respectively. Adjusted EBITDA totaled $2.03 billion, $2.73 billion and $2.09 billion for the years ended December 31, 2019, 2018 and 2017, respectively.

 

   

Adjusted Cash Flow (a non-GAAP metric) totaled $297.8 million and $532.6 million for the three months ended March 31, 2020 and 2019, respectively. Adjusted Cash Flow totaled $1.64 billion, $2.36 billion and $1.74 billion for the years ended December 31, 2019, 2018 and 2017, respectively.

Understanding Our Results of Operations

Immediately following this offering, Royalty Pharma plc will be a holding company whose principal asset is a controlling equity interest in RP Holdings, which will be the sole equity owner of RPI and will be included in our consolidated financial statements. We will report non-controlling interests related to four minority interests in our subsidiaries held by third parties.

 

  1.

The first minority interest is attributable to the Legacy Investors Partnerships’ 18% ownership interest in Old RPI. The value of this non-controlling interest will decline over time as the assets in Old RPI expire. See “Organizational Structure—Reorganization Transactions.”

 

  2.

The second minority interest is attributable to the RP Holdings Class C Special Interests held by EPA Holdings described under “Certain Relationships and Related Party Transactions—Equity Performance Awards.” Income will not be allocated to this non-controlling interest until certain conditions are met, which we do not expect to occur for several years.

 

  3.

The third minority interest is attributable to the RP Holdings Class B Interests held indirectly by the Continuing Investors, which represent a              ownership interest in RP Holdings and are exchangeable for Class A ordinary shares of Royalty Pharma plc. The value of this non-controlling interest will decline over time if the investors who indirectly own the RP Holdings Class B Interests exchange those shares for Class A ordinary shares of Royalty Pharma plc. See “Description of Share Capital.”

 

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  4.

The fourth minority interest is attributable to a de minimis interest in the Collection Trust held by certain legacy investors as a result of a 2011 reorganization transaction that created a prior legacy entity. The value of this non-controlling interest will decline over time as the assets in the Collection Trust expire and is expected to be substantially eliminated by the end of 2022.

The fourth non-controlling interest related to RPSFT’s ownership in the Collection Trust is the only non-controlling interest that existed prior to the Reorganization Transactions and, therefore, exists in the historical financial statements for periods through December 31, 2019 discussed in this MD&A. The non-controlling interest related to the Legacy Investors Partnerships’ 18% ownership interest exists from the Exchange Date and is reflected in our financial statements for the first quarter of 2020. The other two non-controlling interests will be reflected in our future financial statements from and after the date of this Offering. All of the results of operations of RP Holdings, Old RPI and the Collection Trust will be consolidated into the financial statements of Royalty Pharma plc.

The historical consolidated statements of comprehensive income of Old RPI discussed herein and included elsewhere in this prospectus do not reflect the payments made to Pharmaceutical Investors, LP, the general partner of certain partnerships that had ownership interests in Old RPI because those payments were not expenses of Old RPI. Those payments were made by such partnerships, out of equity distributions by Old RPI to those Legacy Investors Partnerships.

Following the Reorganization Transactions, the Manager will be entitled to receive Operating and Personnel Payments while EPA Holdings will be entitled to receive Equity Performance Awards through its RP Holdings Class C Special Interests following the offering.

Equity Performance Awards owed to EPA Holdings will be recognized as an equity transaction when the obligation becomes due and will impact the income allocated to non-controlling interests related to the RP Holdings Class C Special Interests.

Total income and other revenues

Total income and other revenues is primarily comprised of income from our financial royalty assets, royalty revenue from our intangible royalty assets, and royalty income arising from successful commercialization of products developed through joint research and development funding arrangements. Most of our royalties on both approved products and development-stage product candidates are classified as financial assets as our ownership rights are generally passive in nature. In instances in which we acquire a royalty asset that does include more substantial rights or ownership of the underlying intellectual property, we classify such royalty assets as intangible assets.

The majority of our royalties are recorded as financial assets, for which we recognize interest income. Royalty revenue relates solely to revenue from our DPP-IV patent estate for which the patent rights have been licensed to various counterparties. For the three months ended March 31, 2020 and 2019, and for the years ended December 31, 2019, 2018, and 2017, the royalty payors accounting for greater than 10% of our total income and other revenues in any one year are shown in the table below:

 

        Contribution to Total
income and other revenues for
the year ended December 31,
                   
   

 

  Three months ended March 31,
(unaudited)
    Year ended December 31,  

Royalty asset

 

Royalty payor

  2020     2019         2019             2018             2017      

Cystic fibrosis franchise

  Vertex     28     23     23     22     22

Imbruvica

 

AbbVie

    20     19     19     17     17

HIV franchise

 

Gilead

    13     14     14     11     11

Tysabri

  Biogen     11     13     12     12     11

Humira

  AbbVie     —         —         —         *       14

 

*

Represents less than 10%.

 

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Income from financial royalty assets

Our royalty assets classified as financial assets represent investments in cash flow streams with yield components that most closely resemble loans measured at amortized cost under the effective interest method. We calculate the effective interest rate using forecasted expected cash flows to be received over the life of the royalty asset relative to the initial acquisition price. The accretable yield is accreted into income at the effective rate of return over the expected life of the assets, which is calculated at the end of each reporting period and applied prospectively. As changes in sell-side equity research analyst consensus estimates are updated on a quarterly basis, the effective rate of return changes. For example, if sell-side equity research analysts’ consensus forecasts increase, the yield to derive income on a royalty asset will increase and result in higher income for subsequent periods. Refer to Note 2 to our consolidated financial statements for additional information.

Variables affecting the recognition of interest income from financial royalty assets on individual products under the effective interest method include any one of the following: (1) additional acquisitions, (2) changes in expected cash flows of the underlying pharmaceutical products, derived primarily from sell-side equity research analysts’ consensus forecasts, (3) regulatory approval of additional indications which leads to new cash flow streams, (4) changes to the duration of the royalty (i.e., patent expiration date) and (5) amounts and timing of royalty receipts. Our royalties classified as financial assets are directly linked to sales of underlying pharmaceutical products whose life cycle typically peaks at a point in time, followed by declining sales trends due to the entry of generic competition, resulting in natural declines in the asset balance and periodic interest income over the life of our royalties. The recognition of income from royalties requires management to make estimates and assumptions around many factors, including those impacting the variables noted above.

Revenue from intangible royalty assets

Revenue from intangible royalty assets is derived from our Januvia, Janumet and other DPP-IV patents classified as intangible assets.

Other royalty income

Other royalty income primarily includes income from former royalties for which the asset balances have been fully depleted and royalty income from synthetic royalties arising out of research and development funding arrangements. Occasionally, a royalty asset may be depleted on an accelerated basis due to collectability concerns, which, if resolved, may result in future cash collections when no financial asset remains. Similarly, we may continue to collect royalties on a royalty asset beyond the estimated patent expiration date by which the financial asset was amortized in full. In each scenario where a financial asset no longer remains, income on such royalty asset is recognized as Other royalty income.

Research and development funding expense

R&D funding expense (“R&D”) consists of (1) upfront R&D payments we have made to counterparties to acquire royalties on development-stage product candidates and (2) amounts we incurred to jointly fund development-stage product candidates undergoing clinical trials with our partners in exchange for royalties if the products are successfully developed and commercialized. These expenditures relate to the activities performed by our counterparties to develop and test new products, to test existing products for treatment in new indications, and to ensure product efficacy and regulatory compliance prior to launch.

 

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Below is a summary of the R&D agreements in place and the associated R&D funding expense during the three months ended March 31, 2020 and 2019, and for the years ended 2019, 2018 and 2017:

 

(In thousands)           Three months
ended March 31,

(unaudited)
    Year ended December 31,  

Partner/
Counterparty

 

Product

 

Current stage of development

  2020     2019     2019     2018     2017  

Immunomedics

 

Trodelvy (sacituzumab govitecan-hziy)

 

The FDA approved Trodelvy (sacituzumab govitecan-hziy) in April 2020

  $ —       $ —       $ —       $ 181,428     $ —    

Biohaven

 

Nurtec ODT (rimegepant) and vazegepant

 

The FDA approved Nurtec ODT (rimegepant) in February 2020

    —         —         —         103,011       —    

Pfizer

 

Palbociclib / Ibrance

 

In Phase III clinical trials for adjuvant breast cancer; approved for other indications

    —         18,520       62,796       99,265       80,071  

Other

  Various   Various     7,639       4,471       20,240       8,905       37,795  
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    Total R&D funding expense   $ 7,639     $ 22,991     $ 83,036     $ 392,609     $ 117,866  
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Provision for changes in expected cash flows from financial royalty assets

The provision for changes in expected future cash flows from financial royalty assets includes the following activity:

 

   

the movement in the Cumulative allowance for changes in expected future cash flows, and

 

   

the movement in the allowance for credit losses, which is presented net within the non-current portion of Financial royalty assets, net balance on the consolidated balance sheets.

The provision for changes in expected cash flows is the current period activity resulting from adjustments to the cumulative allowance for changes in expected cash flows, which is a contra balance sheet account linked to our Financial royalty assets, net balance on the consolidated balance sheet. As discussed above, income is accreted on our financial royalty assets using the effective interest method. As we update our forecasted cash flows on a periodic basis and recalculate the present value of the remaining future cash flows, any shortfall when compared to the carrying value of the royalty asset is recorded directly to the income statement through the line item Provision for changes in expected future cash flows. If, in a subsequent period, there is significant increase in expected cash flows or if actual cash flows are significantly greater than cash flows previously expected, we reduce the cumulative allowance previously established for a royalty asset for the incremental increase in the present value of cash flows expected to be collected. This results in a credit to provision expense.

Most of the same variables and management’s estimates affecting the recognition of interest income on our financial royalty assets also impact the provision. In any period, we will recognize provision income (i.e., a credit to the provision) or expense as a result of the following factors: (1) changes in expected cash flows of the underlying pharmaceutical products, derived primarily from sell-side equity research analysts’ consensus forecasts, (2) regulatory approval of additional indications which leads to new cash flow streams, (3) changes to the duration of the royalty (i.e., patent expiration date) and (4) amounts and timing of royalty receipts.

Upon the adoption on January 1, 2020 of ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), we recorded a cumulative adjustment

 

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to Retained earnings of $192.7 million to recognize an allowance for credit losses on the portion of our portfolio of financial royalty assets that is subject to credit risk. The provision for changes in expected cash flows from financial royalty assets reflects the activity for the period that relates to the change in estimates applied to calculate the allowance for credit losses, namely any changes in the credit ratings of the marketers responsible for paying our royalties and changes in the underlying cash flow forecasts used in the effective interest model to measure income from our financial royalty assets.

General and administrative (“G&A”) expenses

G&A expenses includes Operating and Personnel Payments, bad debt expense, legal reserves and other expenses for professional services.

Beginning in 2020, we expect the Operating and Personnel Payments paid to our Manager to be significantly higher than they were in historical periods. Prior to the Reorganization Transactions, the Operating and Personnel Payments were fixed, growing at 5% per annum and not linked to any financial line item. Under the new Management Agreement effective from the Exchange Date, the Operating and Personnel Payment for RPI is calculated as 6.5% of the Adjusted Cash Receipts for each quarter and 0.25% of the GAAP value of our security investments as of the end of such quarter, adjusted to reflect the actual GAAP value of our security investments. The operating and personnel payments for Old RPI, an obligation of the Legacy Investors Partnerships as a noncontrolling interest in Old RPI and for which the expense is reflected in our consolidated statements of income, is payable in equal quarterly installments and increases by 5% annually on a compounded basis through the Legacy Date, after which it will be calculated as the greater of $1 million per quarter and 0.3125% of Royalty Investments (as defined therein). The expenses incurred in respect of the Operating and Personnel Payments are expected to comprise the most significant component of G&A expenses in 2020 and on an ongoing basis.

Equity in (earnings) loss of nonconsolidated affiliates

Legacy SLP Interest

In connection with the Exchange Offer, we acquired a new equity method investment in the form of a special limited partnership interest in the Legacy Investors Partnerships (the “Legacy SLP Interest”) in exchange for issuing shares in the Company. The Legacy SLP Interest entitles us to the equivalent of performance distribution payments that would have been paid to the general partner of the Legacy Investors Partnerships and a performance income allocation on a similar basis. The performance income allocation attributable to us is equal to the general partner’s former contractual rights to the income of the Legacy Investors Partnerships.

As the Legacy Investors Partnerships are no longer participating in investment opportunities, the value of the Legacy SLP Interest is expected to decline over time. As of the Exchange Date, our equity method investee, the Legacy Investors Partnerships, also owns a non-controlling interest in Old RPI.

The Avillion Entities

During 2014, we entered into an agreement with our equity method investee (“Avillion I”) to invest up to $46.0 million over three years to fund a portion of the costs of a pivotal Phase III study for Pfizer’s Bosulif to expand its label into front-line chronic myeloid leukemia. The FDA approved a supplemental New Drug Application (“sNDA”) for Pfizer’s bosutinib in December 2017, which triggered a series of contractual fixed payments from Pfizer to Avillion I over a 10-year period, which we recognize through receipt of distributions from nonconsolidated affiliates on the Statement of Cash Flows.

In 2018, we agreed to fund up to $105 million over multiple years to fund a portion of the costs for Phase III clinical trials of our equity method investee (“Avillion II,” or together with Avillion I, the “Avillion Entities”),

 

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who simultaneously entered into a co-development agreement with AstraZeneca to advance PT027 (the “AZ asset”) through a global clinical development program for the treatment of asthma in exchange for a series of deferred payments and success-based milestones.

The business model of the Avillion Entities includes partnering with global biopharmaceutical companies to perform R&D in exchange for success-based milestones and/or royalties once products are commercialized.

Realized gain on available for sale debt securities

The realized gain on available for sale debt securities in prior years relates to the recognition of milestone payments earned on specified sales thresholds of Tecfidera. Royalty payments related to our investment in the Tecfidera earnout were structured in the form of a series of potential milestone payments to be received based on the sales of Tecfidera and Fumaderm as reported by Biogen. Our contractual arrangement expired when the final milestone was satisfied as of December 31, 2018, with the last milestone earned in 2018 and collected in 2019. As each milestone was recognized, the asset balance was decreased by the respective cost basis associated with that particular milestone. The allocated cost of each milestone was derived using a third-party analysis based on projected sales over time, the future competitive landscape, the strength of the patents underlying the product and the prevailing interest rate environment. The excess of the milestone value less the allocated cost of that milestone was recognized as a realized gain on available for sale debt securities in the income statement.

Other (income) expense, net

Other (income) expense, net primarily includes the unrealized gains or losses on our derivatives, the change in fair market value of our equity securities following the adoption of ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (ASU 2016-01), on January 1, 2018, losses on extinguishment of debt, and interest income. Prior to January 1, 2018, unrealized gains or losses on our equity securities were recognized in accumulated other comprehensive income (i.e., did not flow through earnings).

Net income attributable to non-controlling interest

As of the Exchange Date, the non-controlling interest balance on the consolidated balance sheets includes a new non-controlling interest related to the ownership in Old RPI by the Legacy Investors Partnerships of approximately 18%. As the Legacy Investors Partnerships are no longer participating in investment opportunities of RPI, the value of this non-controlling interest is expected to decline over time.

The non-controlling interest prior to the Exchange Date, as discussed earlier in this MD&A, relates to RPSFT’s 20% share of earnings in the Collection Trust, which is a consolidated subsidiary of Old RPI.

Following this offering, this line item will also include net income attributable to the RP Holdings Class B Interests held by the Continuing Investors Partnerships, and the Class C Special Interests held by EPA Holdings once certain conditions have been met.

 

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Results of Operations

For the three months ended March 31, 2020 and 2019, and for the years ended December 31, 2019, 2018 and 2017

The comparison of our historical results of operations for the three months ended March 31, 2020 and 2019 is as follows:

 

(In thousands)    For the three months
ended March 31,

(unaudited)
    Q1 2020 vs. Q1 2019  
     2020     2019  

Income and other revenues:

        

Income from financial royalty assets

   $ 462,844     $ 382,216     $ 80,628       21.1

Revenue from intangible royalty assets

     34,983       43,246       (8,263     (19.1 %) 

Other royalty income

     3,052       9,421       (6,369     (67.6 %) 
  

 

 

   

 

 

     

Total income and other revenues

     500,879       434,883       65,996       15.2

Operating expenses:

        

Research and development funding expense

     7,639       22,991       (15,352     (66.8 %) 

Provision for changes in expected cash flows from financial royalty assets

     88,012       (50,033     138,045       (275.9 %) 

Amortization of intangible royalty assets

     5,733       6,599       (866     (13.1 %) 

General and administrative expenses

     38,065       24,426       13,639       55.8
  

 

 

   

 

 

     

Total operating expenses

     139,449       3,983       135,466       3,401.1

Operating income

     361,430       430,900       (69,470     (16.1 %) 

Other expenses (income):

        

Equity in loss/(earnings) of nonconsolidated affiliates

     9,074       5,529       3,545       64.1

Interest expense

     53,584       67,266       (13,682     (20.3 %) 

Other (income) expense, net

     189,676       (37,989     227,665       (599.3 %) 
  

 

 

   

 

 

     

Total other (income) expenses, net

     252,334       34,806       217,528       625.0
  

 

 

   

 

 

     

Consolidated net income

     109,096       396,094       (286,998     (72.5 %) 
  

 

 

   

 

 

     

Less: Net income attributable to non-controlling interest

     (37,856     (28,650     (9,206     32.1
  

 

 

   

 

 

     

Net income attributable to controlling interest

   $ 71,240     $ 367,444     $ (296,204     (80.6 %) 
  

 

 

   

 

 

     

 

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The comparison of our historical results of operations for the years ended December 31, 2019, 2018 and 2017 is as follows:

 

(In thousands)   Year ended December 31,                          
    2019     2018     2017     2019 vs. 2018     2018 vs. 2017  

Income and other revenues:

             

Income from financial royalty assets

  $ 1,648,837     $ 1,524,816     $ 1,539,417     $ 124,021       8.1   $ (14,601     (0.9 %) 

Revenue from intangible royalty assets

    145,775       134,118       38,090       11,657       8.7     96,028       252.1

Other royalty income

    19,642       135,960       20,423       (116,318     (85.6 %)      115,537       565.7
 

 

 

   

 

 

   

 

 

         

Total income and other revenues

    1,814,254       1,794,894       1,597,930       19,360       1.1     196,964       12.3

Operating expenses:

             

Research and development funding expense

    83,036       392,609       117,866       (309,573     (78.9 %)      274,743       233.1

Provision for changes in expected cash flows from financial royalty assets

    (1,019,321     (57,334     400,665       (961,987     1,677.9     (457,999     (114.3 %) 

Amortization of intangible assets

    23,924       33,267       33,267       (9,343     (28.1 %)      —         —    

General and administrative expenses

    103,439       61,906       106,440       41,533       67.1     (44,534     (41.8 %) 
 

 

 

   

 

 

   

 

 

         

Total operating expenses

    (808,922     430,448       658,238       (1,239,370     (287.9 %)      (227,790     (34.6 %) 

Operating income

    2,623,176       1,364,446       939,692       1,258,730       92.3     424,754       45.2

Other expenses (income):

             

Equity in loss/(earnings) of nonconsolidated affiliates

    32,517       7,023       (163,779     25,494       363.0     170,802       (104.3 %) 

Interest expense

    268,573       279,956       247,339       (11,383     (4.1 %)      32,617       13.2

Realized gain on available for sale debt securities

    —         (419,481     (412,152     419,481       (100.0 %)      (7,329     1.8

Other (income) expense, net

    (139,333     (20,907     (74,896     (118,426     566.4     53,989       (72.1 %) 
 

 

 

   

 

 

   

 

 

         

Total other (income) expense, net

    161,757       (153,409     (403,488     315,166       (205.4 %)      250,079       (62.0 %) 

Consolidated net income

    2,461,419       1,517,855       1,343,180       943,564       62.2     174,675       13.0
 

 

 

   

 

 

   

 

 

         

Less: Net income attributable to non-controlling interest

    (112,884     (140,126     (133,155     27,242       (19.4 %)      (6,971     5.2
 

 

 

   

 

 

   

 

 

         

Net income attributable to controlling interest

  $ 2,348,535     $ 1,377,729     $ 1,210,025     $ 970,806       70.5   $ 167,704       13.9
 

 

 

   

 

 

   

 

 

         

 

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Total income and revenues

Income from financial royalty assets

Income from financial royalty assets by product for our top products is as follows, in order of contribution to income for the first three months of 2020:

 

(In thousands)    For the three months
ended March 31,

(unaudited)
        
     2020      2019      Q1 2020 vs. Q1 2019
(unaudited)
 

Cystic fibrosis franchise

   $ 140,031      $ 102,108      $ 37,923       37.1

Imbruvica

     98,239        81,501        16,738       20.5

HIV franchise

     65,776        59,178        6,598       11.1

Tysabri

     56,276        56,725        (449     (0.8 %) 

Xtandi

     23,388        25,725        (2,337     (9.1 %) 

Promacta

     13,517        2,830        10,687       377.6

Other

     65,617        54,149        11,468       21.2
  

 

 

    

 

 

    

 

 

   

 

 

 

Total income from financial royalty assets

   $ 462,844      $ 382,216      $ 80,628       21.1
  

 

 

    

 

 

    

 

 

   

 

 

 

Income from financial royalty assets by product for our top products is as follows, in order of contribution to 2019 income:

 

(In thousands)   2019     2018     2017     2019 vs. 2018     2018 vs. 2017  

Cystic fibrosis franchise

  $ 422,618     $ 400,375     $ 351,682     $ 22,243       5.6   $ 48,693       13.8

Imbruvica

    349,210       298,740       269,848       50,470       16.9     28,892       10.7

HIV franchise

    253,837       197,211       175,837       56,626       28.7     21,374       12.2

Tysabri

    226,554       213,929       175,613       12,625       5.9     38,316       21.8

Xtandi

    99,933       106,567       117,360       (6,634     (6.2 %)      (10,793     (9.2 %) 

Letairis

    90,299       22,261       50,010       68,038       305.6     (27,749     (55.5 %) 

Humira

    —         163,886       223,547       (163,886     (100.0 %)      (59,661     (26.7 %) 

Other

    206,386       121,847       175,520       84,539       69.4     (53,673     (30.6 %) 
 

 

 

   

 

 

   

 

 

         

Total income from financial royalty assets

  $ 1,648,837     $ 1,524,816     $ 1,539,417     $ 124,021       8.1   $ (14,601     (0.9 %) 
 

 

 

   

 

 

   

 

 

         

Three months ended March 31, 2020 and 2019

Income from financial royalty assets increased by $80.6 million in the first quarter of 2020 compared to the same period of the prior year, primarily driven by strong performance of the cystic fibrosis franchise following the prior year approval of Trikafta as well as strong performance of Imbruvica. Additionally, we recorded a full quarter of income for Promacta in 2020, which was a new asset acquired during the first quarter of 2019.

Years ended December 31, 2019 and 2018

Income from financial royalty assets increased by $124.0 million, or 8.1%, in 2019 compared to 2018 primarily due to increased income from the following royalty assets: Imbruvica, HIV franchise, cystic fibrosis franchise, Letairis, Promacta and Emgality, the latter two of which were newly acquired in 2019. Imbruvica, the HIV and cystic fibrosis franchises generated increased income as a result of strong performance of the franchise products. We extended the duration of our Letairis royalty as a result of new information, which resulted in increased income from Letairis for the year. Partially offsetting the increase in income from financial royalty assets was a significant decline in income related to Humira, which expired in 2018.

 

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Years ended December 31, 2018 and 2017

Income from financial royalty assets remained relatively consistent during 2018 compared to 2017 due to various factors. In 2018, increased royalty income from our royalties on Imbruvica of $28.9 million, the HIV franchise of $21.4 million, and the cystic fibrosis franchise of $48.7 million was largely offset by lower income from our Humira and Remicade royalties of $59.7 million and $47.8 million, respectively, that expired during the year. Income from royalties on Imbruvica and the HIV franchise increased due to strong product growth. We also recognized increased income for royalties on the cystic fibrosis franchise products of $48.7 million due to stronger performance of the franchise and a partial reversal of the cumulative allowance on this royalty asset in the year. In addition, we only received up to 25% of the royalties through the second quarter of 2018 due to a pre-existing capped royalty to be repaid first by the Cystic Fibrosis Foundation, as the royalty seller, which led to a growing asset balance and interest income accruing at a higher rate for a portion of 2018.

The patents covering our royalties on Humira and Remicade expired in June and September of 2018, respectively. Due to management’s concerns around collectability beyond 2017 in connection with the litigation between the marketer and patent owners, we did not recognize any interest income for Remicade in 2018 after the asset was fully depleted. As a result, interest income from our Remicade royalty asset declined by $47.8 million in 2018 compared to 2017. Remicade royalties received during 2018 were recorded as Other royalty income through the contractual royalty term.

Revenue from intangible royalty assets

Three months ended March 31, 2020 and 2019

Revenue from intangible royalty interests declined by $8.3 million in the first quarter of 2020 compared to the prior year period primarily due to the Januvia, Janumet and other DPP-IV royalties approaching maturity.

Years ended December 31, 2019 and 2018

Revenue from intangible royalty interests increased $11.7 million, or 8.7%, due to a full year of royalties earned on the Januvia/Janumet products marketed by Merck & Co. In 2018, we only earned royalties on the last three quarters following the expiration of the Merck & Co. holiday period from the 2016 Merck Settlement discussed below.

Years ended December 31, 2018 and 2017

Revenue from intangible royalty assets increased by $96.0 million, or 252.1%, in 2018 compared to 2017, primarily due to the reinstatement of Januvia royalties in 2018. In 2016, we entered into a contractual amendment to our license agreement and a settlement with Merck & Co. (the “Merck Settlement”) that provided for a cumulative catch-up payment for past-due royalties on Januvia and Janumet products between 2014 and 2016 of $297.5 million in exchange for a five-quarter payment holiday that began in January 2017. The payment holiday ended March 31, 2018 and we began recognizing royalty revenue again from the Januvia/Janumet products for the quarter ended June 30, 2018.

Other royalty income

Three months ended March 31, 2020 and 2019

Other royalty income of $3.1 million in 2020 primarily relates to Soliqua, whereas royalty income in the comparative period included income primarily from Soliqua and Remicade, which has expired.

Years ended December 31, 2019, 2018 and 2017

Other royalty income of $19.6 million in 2019 primarily included income from our final royalties on Remicade and royalty income from Soliqua, the product arising from our R&D co-funding arrangement with Sanofi, on which we are entitled to royalties indefinitely.

 

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Other royalty income of $136.0 million in 2018 primarily included income from our Remicade and Prezista royalties of $93.7 million and $35.6 million, respectively.

Other royalty income of $20.4 million in 2017 primarily included $13.2 million related to our Prezista royalty that was recognized in Other royalty income after the financial asset was depleted in the second quarter of 2017.

Research and development funding expense

Three months ended March 31, 2020 and 2019

R&D funding expense declined in the first three months of 2020 as compared to the same period of the prior year as a result of satisfying our funding commitments in 2019 under our agreement with Pfizer.

Years ended December 31, 2019 and 2018

R&D funding expense decreased by $309.6 million, or 78.9%, in 2019 compared to 2018, primarily due to the Immunomedics and Biohaven acquisitions that occurred in 2018, which resulted in upfront development-stage funding expense of $181.4 million and $103.0 million, respectively, in 2018, compared to no upfront development-stage funding expense in 2019.

Years ended December 31, 2018 and 2017

R&D funding expense increased $274.7 million, or 233.1%, in 2018 compared to 2017 primarily due to two upfront R&D funding agreements entered into during 2018. In 2018, we acquired from Immunomedics a tiered, sales-based royalty on Trodelvy (sacituzumab govitecan-hziy), which was at the time a development-stage product candidate for use in triple-negative breast cancer and other forms of cancer, in exchange for an up-front payment of $175 million for R&D funding and a payment of $75 million for Immunomedics’ common stock. The Immunomedics common stock was acquired at a premium of $6.4 million, resulting in total R&D funding expense recognized for this arrangement of $181.4 million in 2018. Also in 2018, we acquired royalty rights on global sales of Nurtec ODT (rimegepant) and vazegepant, which were at the time development-stage product candidates for the treatment and prevention of acute migraine, from Biohaven for $100 million up front, and a payment of $50 million for Biohaven’s common stock, acquired at a premium to market value. The Biohaven common stock was acquired at a premium of $3.0 million resulting in total R&D funding expense recognized for this arrangement of $103.0 million in 2018.

The development-stage funding payments and the excess of the amounts paid over the market value for the stock on the dates of purchase were treated as R&D expense in our consolidated income statement.

Provision for changes in expected cash flows from financial royalty assets

The breakdown of our provision for changes in expected cash flows includes the

 

(1)

provision for credit losses, and

 

(2)

income and expense activity for financial royalty assets whose cash flow forecasts have changed from the prior period.

 

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As the latter activity is a combination of income and expense items, the provision breakdown by product, exclusive of the provision for credit losses, is as follows, based on the largest contributors to each year or period’s income or expense:

(In thousands)

 

Product 

   Q1 2020
(unaudited)
   

Product

   Q1 2019
(unaudited)
 

Tysabri

   $ 57,405     Xtandi    $ (14,979

Crysvita

     34,499     Alogliptin      (12,712

Imbruvica

     34,247     Cystic fibrosis franchise      (12,066

Promacta

     14,785     Tysabri      (11,911

Xtandi

     (102,032   Lyrica      (6,835

Other

     (32,850   Other      8,470  
       

 

 

 

Total provision, exclusive of provision for credit losses

   $ 6,054     Total provision, exclusive of provision for credit losses    $ (50,033

Provision for credit losses

     81,958     Provision for credit losses          
  

 

 

      

 

 

 

Total provision

   $ 88,012     Total provision    $ (50,033
  

 

 

      

 

 

 

(In thousands)

 

Product

  2019    

Product

  2018    

Product

  2017  
Cystic fibrosis franchise   $ (1,101,675  

Imbruvica

    (45,577   Xtandi   $ 187,187  

Tysabri

    (66,451  

Tysabri

    (43,355   Tysabri     181,595  

Emgality

    38,262    

Cystic fibrosis franchise

    (40,287   Nesina     56,211  

Soliqua

    42,002    

Letairis

    (31,888  

Imbruvica

    45,577  
Xtandi     76,568    

Xtandi

    63,442     Cystic fibrosis franchise     (30,422
Other     (8,027  

Other

    40,331     Other     (39,483
 

 

 

     

 

 

     

 

 

 
Total provision   $ (1,019,321   Total provision   $ (57,334   Total provision   $ 400,665  
 

 

 

     

 

 

     

 

 

 

Three months ended March 31, 2020 and 2019

In connection with the adoption of ASU 2016-13 on January 1, 2020, we recognized a provision for credit losses of $82.0 million in the first three months of 2020, for which we did not have comparable activity in the prior year period. The primary drivers of the current period provision expense relate to the increase in financial royalty asset and credit rating of associated marketers.

In the first quarter of 2020, we recorded provision expense of $6.1 million for changes in expected cash flows in comparison to a provision credit of $50.0 million for the same period of the prior year. Increases to the provision for Tysabri, Crysvita and Imbruvica were primarily driven by declines in sell-side equity research analysts’ consensus forecasts. Offsetting the provision expense was a large reversal of the cumulative allowance for Xtandi due to an increase in consensus forecasts.

In the first quarter of 2019, we recorded provision income primarily due to increased sell-side equity research analysts’ consensus forecasts for Xtandi, the cystic fibrosis franchise, and Tysabri.

Years ended December 31, 2019 and 2018

The provision for changes in expected cash flows resulted in a credit of $1.02 billion in 2019 compared to a credit of $57.3 million in 2018. The credit to provision expense was primarily due to the full reversal of the remaining provision recorded against the cystic fibrosis franchise as a result of the approval of the Vertex triple combination therapy, Trikafta, in October 2019. Upon the approval, we began including sell-side equity research analysts’ consensus forecasts for Trikafta in the consensus forecasts for the franchise and also extended the duration of our expected cash flows from the cystic fibrosis franchise to reflect the longer patent duration of Trikafta.

 

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Years ended December 31, 2018 and 2017

The provision for changes in expected cash flows resulted in a credit of $57.3 million in 2018 compared to provision expense of $400.7 million in 2017. We recognized a large provision for Tysabri in late 2017 as sell-side equity research analysts anticipated a decline in Tysabri sales from competitor drug Ocrevus. This decline, while consistent with management’s expectations at the time of our February 2017 acquisition, resulted in provision expense for the period. However, Tysabri sales did not decline as quickly as sell-side equity research analysts expected and a subsequent increase in sell-side equity research analyst consensus forecasts resulted in partial reversals of the cumulative allowance throughout the first nine months of 2018, and provision income of $43.4 million for 2018 compared to provision expense of $181.6 million recorded in 2017. We recorded provision income of $31.9 million for Letairis due to the delayed entry of generics that was initially expected in the third quarter of 2018, which caused a partial reversal of a previously recognized cumulative provision against this asset. While the cystic fibrosis asset generated provision income in 2018 and 2017, this was primarily the result of variability in the consensus forecasts during both years and not representative of any significant underlying driver in franchise product sales.

Throughout 2017, we recorded significant provision expense for Xtandi as consensus forecasts for future years dropped significantly in 2017, contributing to declines in analyst consensus compared to forecasts from prior periods. Product sales and sell-side equity research analyst consensus forecasts improved in 2018, resulting in a partial reversal of the cumulative allowance in late 2018, and net expense of $63.4 million for the year. Finally, the cumulative allowance for Imbruvica was fully reversed in the first half of 2018 due to an increase in sell-side equity research analyst consensus forecasts that management believes stems from strong product growth.

G&A expenses

Three months ended March 31, 2020 and 2019

G&A expenses increased $13.6 million in the first quarter of 2020 compared to the same period of the prior year, primarily as a result of increased cost of professional services incurred in connection with the Reorganization Transactions and in preparation for our initial public offering.

Years ended December 31, 2019 and 2018

G&A expenses increased $41.5 million, or 67.1%, during 2019 compared to 2018, primarily due to a $26.4 million increase in costs for consulting and professional services related to our Reorganization Transactions. In addition, the 2018 reversal of an $8.7 million legal reserve from a dispute related to one of our DPP-IV products contributed to the increase year over year in 2019.

In the future, we expect G&A expenses to be significantly higher than it was in historical periods due to higher Operating and Personnel Payment as calculated under the new Management agreement following the Reorganization Transactions.

Years ended December 31, 2018 and 2017

G&A expenses decreased $44.5 million, or 41.8%, during 2018 compared to 2017. The decline in 2018 G&A expenses is primarily due to bad debt expense of $1.0 million in 2018, compared to $34.7 million of expense recognized in 2017 in connection with DPP-IV rebates during the Merck & Co. payment holiday period. In 2018 and 2017, we made payments to Merck & Co. in connection with chargebacks for over-payments of royalties received for DPP-IV product sales in prior periods. These chargebacks arose from rebates on Januvia and Janumet collected by Merck & Co. during its royalty payment holiday period that Merck & Co. subsequently deducted from our royalty-eligible net sales, which were zero during the holiday period. These rebate chargebacks invoiced throughout the holiday period were treated as bad debt expense and recorded within G&A expenses as management had no visibility into the timing of rebate receipts or Merck & Co.’s historical rebate recognition by quarter.

 

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Equity in loss/(earnings) of nonconsolidated affiliates

Three months ended March 31, 2020 and 2019

In connection with the Exchange Offer, we acquired the Legacy SLP Interest valued at $303.7 million in exchange for issuing shares in the Company. During the three months ended March 31, 2020, we recorded equity in earnings of $3.2 million attributable to our income allocation in the Legacy Investors Partnerships.

Equity in earnings of the Avillion Entities was consistent between the first three months of 2020 and 2019 as expected.

Years ended December 31, 2019, 2018 and 2017

Equity in loss of nonconsolidated affiliates was not material in 2019 or in 2018.

On December 19, 2017, our equity method investee, Avillion I, announced that the FDA approved a supplemental New Drug Application for Pfizer’s Bosulif (bosutinib) in chronic myeloid leukemia. Under the terms of its co-development agreement with Pfizer, Avillion I recognized a gain in 2017 on the sale of its asset to Pfizer based on the present value of a series of guaranteed fixed annual payments due from Pfizer over a 10-year period. Prior to Avillion I’s R&D asset sale to Pfizer in 2017, it had been performing R&D and incurring net losses which translated to our recognition of equity in losses from nonconsolidated affiliates in prior years.

Interest expense

Three months ended March 31, 2020 and 2019

Interest expense declined $13.7 million in the first quarter of 2020 as compared to the same period of the prior year as a result of the Reorganization Transactions and subsequent refinancing of RPIFT’s prior credit facilities. Our subsidiary issued $6.0 billion of new debt in February of 2020 at lower interest rates. Refer to the Liquidity and Sources of Capital section within this MD&A for additional discussion of our new credit facilities.

Years ended December 31, 2019, 2018 and 2017

Interest expense remained relatively consistent between 2019 and 2018, as expected.

Interest expense increased $32.6 million, or 13.2%, in 2018 compared to 2017 due to the issuance of a $1.1 billion Senior Secured Term Loan B to partially finance the acquisition of Tysabri in early 2017. Interest expense in 2017 reflected only three quarters of interest on the larger balance of debt outstanding, while 2018 included a full year of interest expense on the incremental debt issuance.

Realized gain on available for sale debt securities

Years ended December 31, 2019, 2018 and 2017

Our contractual agreement in respect of Tecfidera milestones was satisfied as of December 31, 2018 and therefore we did not record any realized gains on available for sale debt securities in 2019. Four Tecfidera milestones were triggered in 2018, compared to five milestones in 2017. Tecfidera milestones totaling $600 million and $750 million were met in each of 2018 and 2017 with associated cost bases of $180.5 million and $337.8 million, respectively.

Other (income) expense, net

Three months ended March 31, 2020 and 2019

Other expense was $189.7 million in the first quarter of 2020 compared to other income of $38.0 million in the first quarter of 2019. We recorded unrealized losses on securities and warrants in the first quarter of 2020 of $186.6 million primarily due to equity market declines primarily related to the impact of the COVID-19 pandemic. In the prior year period, we recorded $27.9 million in unrealized gains.

 

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Years ended December 31, 2019, 2018 and 2017

Other income was $139.3 million in 2019 and was primarily comprised of the movement in fair market value of equity securities acquired in 2019. As part of our transaction with Epizyme in November 2019, we acquired common stock and warrants with an initial fair value of $87.8 million. By the end of 2019, the market value of the common stock and warrants of Epizyme had increased by $107.0 million to $194.8 million. We also recorded unrealized gains of $67.0 million for the increases in market value of our investment in common stock movements of Immunomedics and Biohaven, compared to unrealized losses of $12.3 million in the prior year for movement in market value of the same securities. Finally, we recognized an unrealized loss on our interest rate swaps compared to unrealized gains in the prior year due to adverse movements in the LIBOR curve.

In 2018, we adopted ASU 2016-01, which resulted in the recognition of $13.9 million in unrealized losses on equity securities in earnings. Unrealized gains and losses on equity securities were previously recorded as a component of accumulated other comprehensive income. This loss was offset by increased interest income compared to prior periods due to carrying a significantly larger cash and cash equivalents balance over the year, on which we earned interest.

In February 2017, we sold a royalty asset back to the marketer for cash proceeds of $115.0 million. At the date of sale, the net carrying value of the royalty asset was $62.2 million and we recognized a gain on the sale of $52.8 million, equal to the excess cash received over the net carrying value of the financial asset. The gain on the sale of our royalty asset was recorded in other (income) expense, net in 2017.

Net income attributable to non-controlling interest

Three months ended March 31, 2020 and 2019

As of the Exchange Date, a new non-controlling interest exists related to the ownership in Old RPI by the Legacy Investors Partnerships of approximately 18%. During the first three months of 2020, we recorded income attributable to the Legacy Investors Partnerships of $12.9 million.

During the first three months of 2020 and 2019, we recorded income attributable to RPSFT of $24.9 million and $28.7 million, respectively. Income attributable to RPSFT is expected to continue to decline as the assets held by the Collection Trust mature.

Years ended December 31, 2019, 2018 and 2017

Net income attributable to RPSFT declined by $27.2 million, or 19.4%, in 2019 compared to 2018, primarily due to declines in expired and maturing royalty assets held by the Collection Trust.

Net income attributable to RPSFT increased by $7.0 million, or 5.2%, during 2018 compared to 2017, primarily from the reinstatement of the Merck & Co. royalty payment on the DPP-IV products Januvia and Janumet, which are owned by the Collection Trust. This increase in royalty revenue in 2018 was partially offset by declines in expired and maturing royalties and a decline in G&A expenses in 2018 primarily due to bad debt expense previously recorded for Januvia and Janumet royalties in 2017.

Key developments relating to our portfolio in 2017-2020

The key developments impacting our cash receipts and income and revenue from our royalty interests are discussed below:

 

   

Xtandi. In July 2018, the FDA approved an sNDA for Xtandi, broadening the approval in castration-resistant prostate cancer to include men with non-metastatic castration-resistant prostate cancer. In December 2019, the FDA approved an additional sNDA for Xtandi for the treatment of men with metastatic castration-sensitive prostate cancer.

 

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Erleada. In September 2019, the FDA approved an sNDA for Erleada for the treatment of men with metastatic castration-sensitive prostate cancer.

 

   

Cystic fibrosis franchise. In May 2017, the FDA approved Kalydeco to treat cystic fibrosis in people ages two and older who have one of 23 residual function mutations in the cystic fibrosis transmembrane conductance regulator (“CFTR”) gene. In August 2017, the FDA approved Kalydeco to treat cystic fibrosis in people ages two and older who have one of five residual function mutations that result in a splicing defect in the CFTR gene.

In February 2018, the FDA approved Symdeko to treat cystic fibrosis in people ages 12 years and older who have two copies of the F508del mutation or one mutation that is responsive to Symdeko. In June 2019, the FDA approved an sNDA for Symdeko to cystic fibrosis patients six years of age and older with two copies of the F508del mutation or one copy of a responsive mutation. In November 2018, the EMA granted Marketing Authorization for Symkevi to treat cystic fibrosis in people aged 12 and older who either have two copies of the F508del mutation or one copy of the F508del mutation and a copy of one of 14 residual function mutations.

In October 2019, Trikafta, the Vertex triple combination therapy, received FDA approval for the treatment of cystic fibrosis in people ages 12 years and older who have at least one F508del mutation of the cystic fibrosis transmembrane conductance regulator (CFTR) gene. This approval significantly expands the addressable market that can be treated with Vertex’s cystic fibrosis products, all of which we are entitled royalties on, and also increases the duration of our royalty to 2037.

In November 2019, Vertex announced that it reached an agreement with France’s Economic Committee of Health Care Products (CEPS) for a national reimbursement deal of Orkambi. As a result, we experienced a reduction in our royalty receipts in 2020 of $41 million, to reflect a true-up related to prior periods where we collected royalties on sales in France of Orkambi at a higher selling price. In October 2019, Vertex announced that it reached an agreement with National Health Service England, where eligible patients will receive access to Orkambi and Symkevi, and access to Kalydeco will be expanded.

 

   

Imbruvica. In August 2017, Imbruvica became the first FDA-approved treatment specifically for adults with chronic graft-versus-host-disease after failure of one or more lines of systemic therapy. In August 2018, the FDA approved Imbruvica in combination with rituximab as the first non-chemotherapy combination regimen for patients with Waldenström’s Macroglobulinemia (“WM”). In January 2019, the FDA approved Imbruvica in combination with obinutuzumab as the first non-chemotherapy anti-CD20 combination regimen for treatment-naïve chronic lymphocytic leukemia (“CLL”) patients. In August 2019, the EMA broadened the label for Imbruvica to include two new uses: in combination with obinutuzumab in adult patients with previously untreated CLL and in combination with rituximab for the treatment of adult patients with WM. In November 2019, AbbVie submitted an sNDA to the FDA for Imbruvica in combination with rituximab for treatment-naïve younger adults with CLL.

 

   

Soliqua. In February 2019, the FDA approved the expanded use of Soliqua to include patients with type 2 diabetes who are uncontrolled on oral antidiabetic medicines.

 

   

Bosulif. On December 19, 2017, Avillion announced that the FDA approved an sNDA for Pfizer’s Bosulif (bosutinib). Avillion is eligible to receive fixed payments from Pfizer based on this approval over a 10-year period. We received our first annual distribution of $39.4 million from Avillion in the first quarter of 2018 and our second annual distribution of $14.1 million in the first quarter of 2019, reflected as Distributions from nonconsolidated affiliates on the Statement of Cash Flows.

 

   

Tazverik. In December 2019, the Oncologic Drugs Advisory Committee of the FDA voted in favor of the benefit-risk profile of tazemetostat as a treatment for patients with metastatic or locally advanced epithelioid sarcoma (“ES”), not eligible for curative surgery. On January 23, 2020, the FDA granted accelerated approval of Tazverik (tazemetostat) in ES.

 

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In addition, in December 2019 Epizyme submitted an NDA to the FDA for accelerated approval of tazemetostat for the treatment of patients with relapsed or refractory follicular lymphoma (“rrFL”), both with or without EZH2 activating mutations, who have received at least two prior lines of systemic therapy.

In February 2020, the FDA accepted Epizyme’s regulatory submission for accelerated approval of Tazverik in rrFL and set a Prescription Drug User Fee Act (“PDUFA”) in June 2020.

 

   

Trodelvy (sacituzumab govitecan-hziy). In December 2019, Immunomedics announced the resubmission of the biologics licensing application seeking accelerated approval of sacituzumab govitecan for the treatment of patients with metastatic triple-negative breast cancer who have received at least two prior therapies for metastatic disease in December 2019. This resubmission followed the receipt of a complete response letter from the FDA in January 2019.

In April 2020, Immunomedics announced that the FDA granted accelerated approval of Trodelvy (sacituzumab govitecan-hziy) for the treatment of patients with metastatic triple-negative breast cancer (“TNBC”) who have received at least two prior therapies for metastatic disease. Trodelvy is the first antibody-drug conjugate (“ADC”) approved by the FDA specifically for TNBC.

 

   

Nurtec ODT (rimegepant). Biohaven submitted two New Drug Applications (“NDAs”) to the FDA for two formulations of rimegepant in the second quarter of 2019 using a priority review voucher to expedite the regulatory review period. In February 2020, Biohaven announced that the FDA approved Nurtec ODT (rimegepant) for the acute treatment of migraine in adults.

 

   

Tecfidera. We continued collecting milestone receipts quarterly throughout 2018; however, our contractual agreement covering our milestones on cumulative sales of Tecfidera ended in 2018, and therefore receipts from Tecfidera ceased after the final milestone was collected in the first quarter of 2019.

 

   

Humira. The patents covering our royalties on Humira expired in June 2018.

 

   

Remicade. The patents covering our royalties on Remicade expired in September 2018.

Non-GAAP Financial Results

In addition to analyzing our results on a GAAP basis, management also reviews our results on a non-GAAP basis. There is no direct correlation between income from financial royalty assets and royalty receipts due to the nature of the accounting methodology applied for classified as financial assets. Further, income from financial royalty assets and the provision for changes in expected cash flows related to these financial royalty assets can be volatile and unpredictable. As a result, management places importance on royalty receipts as they are predictable and we use them as a measure of our operating performance. Refer to “Selected Historical Financial Data—Non-GAAP Reconciliations” for additional discussion of management’s use of non-GAAP measures as supplemental financial measures.

Adjusted Cash Receipts is a measure calculated with inputs directly from the Statement of Cash Flows and includes (1) royalty receipts by royalty asset: (i) Cash collections from royalty assets (financial assets and intangible assets), (ii) Other royalty cash collections, (iii) Distributions from non-consolidated affiliates and (iv) Proceeds from available for sale debt securities; less Distributions to non-controlling interest. Adjusted Cash Receipts is most directly comparable to the GAAP measure of Net cash provided by operating activities.

Adjusted EBITDA and Adjusted Cash Flow are similar non-GAAP liquidity measures that are both most closely comparable to the GAAP measure, Net cash provided by operating activities. Adjusted EBITDA is important to our lenders and is defined under the credit agreement Adjusted Cash Receipts less payments for operating and professional costs. Operating and professional costs are comprised of Payments for operating costs and professional services and Payments for rebates from the Statement of Cash Flows.

 

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Adjusted Cash Flow is defined as Adjusted EBITDA less (1) Development-stage funding payments ongoing, (2) Interest paid, net, (3) Swap collateral (posted) or received, net, (4) Swap termination payments, and (5) Investment in non-consolidated affiliates, and plus (1) Contributions from non-controlling interest- R&D, all directly reconcilable to the Statement of Cash Flows.

Adjusted Cash Receipts and Adjusted Cash Flow are used by management as key liquidity measures in the evaluation of our ability to generate cash from operations. Both measures are an indication of the strength of the Company and the performance of the business. Management also uses Adjusted Cash Flow to compare its performance against non-GAAP adjusted net income used by companies in the biopharmaceutical industry. Adjusted EBITDA, as derived from Adjusted Cash Receipts, is used by our lenders to assess our ability to meet our financial covenants.

 

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The table below includes the royalty receipts for the first three months of 2020 and 2019, and for the years ended December 31, 2019, 2018, and 2017 by royalty for our Growth Products and Mature Products, as defined in “—Portfolio Overview” above, and the year-over-year variance. Refer to “Selected Historical Financial Data” for further discussion of the line items below.

 

($ in thousands)    For the three months
ended March 31,

(unaudited)
    Q1 2020 vs. Q1 2019  
     2020     2019  

Growth Products

        

Cystic fibrosis franchise

   $ 99,403     $ 106,939     $ (7,536     (7.0 %) 

Tysabri

     83,807       82,635       1,172       1.4

Imbruvica

     77,709       61,102       16,607       27.2

HIV franchise

     83,887       76,383       7,504       9.8

Januvia, Janumet, Other DPP-IVs

     34,788       32,738       2,050       6.3

Xtandi

     34,777       27,568       7,209       26.1

Promacta

     35,748       —         35,748       —    

Tazverik

     —         —         —         —    

Crysvita

     —         —         —         —    

Other Growth Products (1)

     72,133       56,640       15,493       27.4
  

 

 

   

 

 

     

Total Royalty Receipts – Growth Products

   $ 522,252     $ 444,005     $ 78,247       17.6
  

 

 

   

 

 

     

Mature Products

        

Tecfidera (2)

   $ —       $ 150,000     $ (150,000     (100.0 %) 

Lyrica

     6,087       29,605       (23,518     (79.4 %) 

Letairis

     14,562       38,459       (23,897     (62.1 %) 

Remicade

     —         6,068       (6,068     (100.0 %) 

Humira

     —         —         —         —    

Other Mature Products (3)

     743       10,164       (9,421     (92.7 %) 
  

 

 

   

 

 

     

Total Royalty Receipts – Mature Products

   $ 21,392     $ 234,296     $ (212,904 )      (90.9 %) 
        

Distributions to non-controlling interest

     (161,387     (41,460     (119,927     289.3
        

Adjusted Cash Receipts (non-GAAP)

   $ 382,257     $ 636,841     $ (254,584 )      (40.0 %) 
        

Payments for operating and professional costs (4)

     (25,838     (17,705     (8,133     45.9
  

 

 

   

 

 

     

Adjusted EBITDA (non-GAAP)

   $ 356,419     $ 619,136     $ (262,717 )      (42.4 %) 
  

 

 

   

 

 

     

Development-stage funding payments – ongoing

     (7,639     (22,991     15,352       (66.8 %) 

Interest paid, net

     (48,867     (54,349     5,482       (10.1 %) 

Swap collateral (posted) or received, net

     45,252       (360     45,612       (12,670.0 %) 

Swap termination payments

     (35,448     —         (35,448     —    

Investment in nonconsolidated affiliates

     (13,142     (8,842     (4,300     48.6

Contributions from non-controlling interest- R&D

     1,260       —         1,260       —    
  

 

 

   

 

 

     

Adjusted Cash Flow (non-GAAP)

   $ 297,835     $ 532,594     $ (234,759 )      (44.1 %) 
  

 

 

   

 

 

     

 

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The table below includes the royalty receipts for 2019, 2018, and 2017 by royalty.

 

($ in thousands)         2019 vs. 2018     2018 vs. 2017  
    2019     2018     2017  

Growth Products

             

Cystic fibrosis franchise

  $ 424,741     $ 224,214     $ 37,340     $ 200,527       89.4   $ 186,874       500.5

Tysabri

    332,816       338,697       263,790       (5,881     (1.7 %)      74,907       28.4

Imbruvica

    270,558       209,171       149,376       61,387       29.3     59,795       40.0

HIV franchise

    262,939       224,321       185,515       38,618       17.2     38,806       20.9

Januvia, Janumet, Other DPP-IVs

    143,298       106,689       103,250       36,609       34.3     3,439       3.3

Xtandi

    120,096       105,958       86,977       14,138       13.3     18,981       21.8

Promacta

    86,266       —         —         86,266       —         —         —    

Tazverik

    —         —         —         —         —         —         —    
Crysvita     —         —         —         —         —         —         —    

Other Growth Products (1)

    210,166       192,241       133,554       17,925       9.3     58,687       43.9
 

 

 

   

 

 

   

 

 

         

Total Royalty Receipts – Growth Products

  $ 1,850,880     $ 1,401,291     $ 959,802     $ 449,589       32.1   $ 441,489       46.0
 

 

 

   

 

 

   

 

 

         

Mature Products

             

Tecfidera (2)

    150,000     $ 750,000     $ 600,000     $ (600,000     (80.0 %)    $ 150,000       25.0

Lyrica

    128,246       126,916       124,126       1,330       1.0     2,790       2.2

Letairis

    112,656       130,078       123,178       (17,422     (13.4 %)      6,900       5.6

Remicade

    6,068       121,055       138,488       (114,987     (95.0 %)      (17,433     (12.6 %) 

Humira

    —         499,055       455,399       (499,055     (100.0 %)      43,656       9.6

Other Mature Products (3)

    21,047       45,450       68,267       (24,403     (53.7 %)      (22,817     (33.4 %) 
 

 

 

   

 

 

   

 

 

         

Total Royalty Receipts – Mature Products

  $ 418,017     $ 1,672,554     $ 1,509,458     $ (1,254,537     (75.0 %)   $ 163,096       10.8
 

 

 

   

 

 

   

 

 

         

Distributions to non-controlling interest

    (154,084     (268,693     (278,727     114,609       (42.7 %)      10,034       (3.6 %) 
 

 

 

   

 

 

   

 

 

         

Adjusted Cash Receipts (non-GAAP)

  $ 2,114,813     $ 2,805,152     $ 2,190,533     $ (690,339     (24.6 %)    $ 614,619       28.1
 

 

 

   

 

 

   

 

 

         

Payments for operating and professional costs (4)

    (88,524     (72,660     (101,180     (15,864     21.8     28,520       (28.2 %) 
 

 

 

   

 

 

   

 

 

         

Adjusted EBITDA (non-GAAP)

  $ 2,026,289     $ 2,732,492     $ 2,089,353     $ (706,203     (25.8 %)    $ 643,139       30.8
 

 

 

   

 

 

   

 

 

         

Development-stage funding payments – ongoing

    (83,036     (108,163     (118,366     25,127       (23.2 %)      10,203       (8.6 %) 

Interest paid, net

    (234,828     (243,216     (228,451     8,388       (3.4 %)      (14,765     6.5

Swap collateral (posted) or received, net

    (45,270     2,957       (2,950     (48,227     (1,630.9 %)      5,907       (200.2 %) 

Investment in nonconsolidated affiliates

    (27,042     (24,173     (2,000     (2,869     11.9     (22,173     1,108.7
 

 

 

   

 

 

   

 

 

         

Adjusted Cash Flow (non-GAAP)

  $ 1,636,113     $ 2,359,897     $ 1,737,586     $ (723,784     (30.7 %)    $ 622,311       35.8
 

 

 

   

 

 

   

 

 

         

 

(1)

Other Growth Products include royalties on the following products: Bosulif (a product co-developed by our joint venture investee, Avillion, for which receipts are presented as Distributions received from nonconsolidated affiliates on the Statement of Cash Flows), Cimzia, Conbriza/Fablyn/Viviant, Emgality, Entyvio, Erleada, Farxiga/Onglyza, the Lexiscan, Mircera, Myozyme, Nesina, Priligy and Soliqua. Other Growth Products also include contributions from the Legacy SLP Interest.

(2)

Receipts from our Tecfidera milestone payments are presented as Proceeds from available for sale debt securities on the Statement of Cash Flows.

(3)

Other Mature Products primarily include royalties on the following products: Prezista, Rotateq, Savella and Thalomid.

(4)

Payments for operating and professional costs include Payments for operating costs and professional services and Payments for rebates, both from the Statement of Cash Flows.

 

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Adjusted Cash Receipts (non-GAAP)

Three months ended March 31, 2020 and 2019

Adjusted Cash Receipts declined by $254.6 million in the first quarter of 2020 compared to the same period of 2019 primarily as a result of a decline in royalty receipts related to Mature Products, the most significant of which was Tecfidera. Cash receipts from our Growth Products increased by $78.2 million in the first quarter of 2020 compared to the same period of 2019, driven primarily by the performance of Imbruvica, the 2019 acquisition of Promacta, and 2020 acquisitions including Entyvio and the Legacy SLP Interest, both of which are included in Other Growth Products. Below we discuss the key drivers of royalty receipts from our Growth Products.

Growth Products

 

   

Cystic fibrosis franchise – Royalty receipts from the cystic fibrosis franchise, which includes Kalydeco, Orkambi, Symdeko and Trikafta, all approved for patients with certain mutations causing cystic fibrosis, declined by $7.5 million in the first quarter of 2020 compared to the same period of 2019, primarily driven by a clawback adjustment related to Vertex’s agreement with the French Authorities for a national reimbursement deal for Orkambi, partially offset by continued growth in Trikafta, the newest franchise product. In the future, we expect the approval of Trikafta to be an important component of future growth in our cystic fibrosis franchise.

 

   

Tysabri – Royalty receipts from Tysabri, which is marketed by Biogen for the treatment of multiple sclerosis, remained consistent period over period.

 

   

Imbruvica – Royalty receipts from Imbruvica, which is marketed by AbbVie and Johnson & Johnson for the treatment of blood cancers and chronic graft versus host disease, increased by $16.6 million in the first quarter of 2020 compared to the same period of 2019, driven by continued penetration in patients with chronic lymphocytic leukemia.

 

   

HIV franchise – Royalty receipts from the HIV franchise, which is based on products marketed by Gilead that contain emtricitabine, including Biktarvy, Genvoya, Symtuza and Truvada, among others, increased by $7.5 million in the first quarter of 2020 compared to the same period of 2019. This increase was driven by strong performance of Biktarvy, offset by decreases in sales of other combination products and decreased royalties on sales outside the United States.

 

   

Januvia, Janumet, Other DPP-IVs – Royalty receipts from the DPP-IVs for type 2 diabetes, which includes Januvia and Janumet, both marketed by Merck & Co., remained consistent period over period.

 

   

Xtandi – Royalty receipts from Xtandi, which is marketed by Pfizer and Astellas for the treatment of prostate cancer, increased by $7.2 million in the first quarter of 2020 compared to the same period of 2019, driven by demand in metastatic castration-resistant prostate cancer and non-metastatic castration-resistant prostate cancer.

 

   

Promacta – Royalty receipts from Promacta, which is marketed by Novartis for the treatment of chronic immune thrombocytopenia and aplastic anemia, were $35.7 million in the first quarter of 2020. We acquired the Promacta royalty in March 2019 and recorded no royalty receipts for Promacta in the first quarter of 2019.

Mature Products

The declines in our royalty receipts from Mature Products were primarily related to Tecfidera. Our contractual agreement covering our milestones on cumulative sales of Tecfidera up to $20 billion ended in 2018 and therefore, receipts from Tecfidera ceased after the final milestone was collected in the first quarter of 2019. We also saw declines in receipts from Lyrica and Letairis.

 

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Distributions to Non-Controlling Interests

Distributions to non-controlling interests increased by $119.9 million in the first quarter of 2020 compared to the same period of 2019, which negatively impacts Adjusted Cash Receipts. This increase is due to the additional 18% contractual non-controlling interest held by the Legacy Investors Partnerships that arose in the Exchange Offer. The distributions to Legacy Investors Partnerships was partially offset by a decline in royalty assets held by the Collection Trust, driven by the maturation of several royalties due to RPSFT, including Humira and Remicade.

2019 vs 2018

Adjusted Cash Receipts declined by $690.3 million in 2019 compared to 2018 primarily as a result of a decline in royalty receipts related to Mature Products, specifically Tecfidera. Our Growth Products increased by $449.6 million in 2019 compared to 2018, driven by the cystic fibrosis franchise, Imbruvica and Promacta, a royalty we acquired in 2019. Below we discuss the key drivers of royalty receipts from our Growth Products.

Growth Products

 

   

Cystic fibrosis franchise – Royalty receipts from the cystic fibrosis franchise increased by $200.5 million in 2019 compared to 2018, driven by continued growth of Symdeko. In addition, we started collecting 100% of the royalties on cystic fibrosis franchise products in the third quarter of 2018, after a pre-existing capped royalty was repaid. For the first three quarters of 2018, we only collected cash receipts from the cystic fibrosis franchise equal to the residual royalty of 25%.

 

   

Tysabri – Royalty receipts from Tysabri declined by $5.9 million in 2019 compared to 2018, driven by competition from new products approved to treat multiple sclerosis. Despite increased competition, Tysabri has shown resilience, highlighting the important role Tysabri plays in the multiple sclerosis treatment paradigm.

 

   

Imbruvica – Royalty receipts from Imbruvica increased by $61.4 million in 2019 compared to 2018, driven by continued penetration in patients with chronic lymphocytic leukemia.

 

   

HIV franchise – Royalty receipts from the HIV franchise increased by $38.6 million in 2019 compared to 2018. This increase was driven by strong performance of Truvada and Biktarvy in the United States, offset by decreases in sales of other combination products and decreased royalties on sales outside the United States.

 

   

Januvia, Janumet, Other DPP-IVsRoyalty receipts from the DPP-IVs increased by $36.6 million in 2019 compared to 2018, driven by increased royalties from Januvia and Janumet. As part of the Merck Settlement, we agreed to forgo royalties on Januvia and Janumet for a period that expired in the quarter ending March 31, 2018. The increase reflects a full year of royalty receipts from Januvia and Janumet in 2019, compared to only a partial year of royalty receipts in 2018.

 

   

Xtandi – Royalty receipts from Xtandi increased by $14.1 million in 2019 compared to 2018, driven by demand in metastatic castration-resistant prostate cancer and non-metastatic castration-resistant prostate cancer.

 

   

Promacta – Royalty receipts from Promacta were $86.3 million in 2019. We acquired the Promacta royalty in March 2019 and recorded no royalty receipts for Promacta in 2018.

Mature Products

The declines in our royalty receipts from Mature Products were primarily related to Tecfidera, Humira and Remicade. As sales-based performance targets that trigger our milestones on Tecfidera were met, we continued collecting $150 million in milestone receipts quarterly throughout 2018, with a double milestone collected in the

 

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first quarter of 2018. Our contractual agreement covering our milestones on cumulative sales of Tecfidera up to $20 billion ended in 2018 and therefore, receipts from Tecfidera ceased after the final milestone was collected in the first quarter of 2019. We recorded receipts from Tecfidera of $150 million in 2019 compared to $750 million in 2018, a reduction of $600 million. Our Humira and Remicade royalties also matured in June and September 2018, respectively, resulting in a reduction in royalty receipts of $499.1 million and $115.0 million, respectively, compared to 2018.

Distributions to Non-Controlling Interests

Distributions to non-controlling interests decreased by $114.6 million in 2019 compared to 2018, which impacts Adjusted Cash Receipts. This decrease reflects a decline in royalty assets held by the Collection Trust, driven by the maturation of several royalties due to RPSFT, including Humira and Remicade.

2018 vs 2017

Adjusted Cash Receipts increased by $614.6 million in 2018 compared to 2017 primarily as a result of a $441.5 million increase in royalty receipts from Growth Products, driven by the cystic fibrosis franchise, Tysabri, and Imbruvica, and a $150.0 million increase in milestone payments from Tecfidera, a Mature Product. Below we discuss the key drivers of royalty receipts from our Growth Products.

Growth Products

 

   

Cystic fibrosis franchise – Royalty receipts from the cystic fibrosis franchise increased by $186.9 million in 2018 compared to 2017, driven by growth of Symdeko. We started collecting 100% of the royalties on cystic fibrosis franchise products in the third quarter of 2018, after a pre-existing capped royalty was repaid. For the first three quarters of 2018, we only collected cash receipts from the cystic fibrosis franchise equal to the residual royalty of 25%.

 

   

Tysabri – Royalty receipts from Tysabri increased by $74.9 million in 2018 compared to 2017, driven by a full year of royalty receipts in 2018 compared to only three quarters of royalty receipts in 2017. We acquired our royalty on Tysabri late in the first quarter of 2017.

 

   

Imbruvica – Royalty receipts from Imbruvica increased by $59.8 million in 2018 compared to 2017, driven by continued growth from approvals in additional indications.

 

   

HIV franchise – Royalty receipts from the HIV franchise increased by $38.8 million in 2018 compared to 2017. This increase was driven by a strong launch of Biktarvy in the United States and performance of Truvada, offset by decreasing royalties on sales outside the United States.

 

   

Xtandi – Royalty receipts from Xtandi increased by $19.0 million in 2018 compared to 2017, driven by demand in metastatic castration-resistant prostate cancer and non-metastatic castration-resistant prostate cancer.

Mature Products

The increase in our royalty receipts from Mature Products were primarily related to Tecfidera, as a result of collecting five milestone payments of $150.0 million each in 2018 compared to four milestone payments of $150.0 million each in 2017.

Distributions to Non-Controlling Interests

Distributions to non-controlling interests decreased by $10.0 million in 2018 compared to 2017, which impacts Adjusted Cash Receipts. This decrease reflects the maturity of the Remicade royalty held by the Collection Trust, partially offset by the increased performance of the HIV franchise, also held by the Collection Trust.

 

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Adjusted EBITDA (non-GAAP)

Three months ended March 31, 2020 and 2019

Adjusted EBITDA declined by $262.7 million in the first quarter of 2020 compared to the same period of 2019, also as a result of the factors noted above in “—Adjusted Cash Receipts (Non-GAAP).” In addition, payments for operating and professional costs, the only adjustment between Adjusted Cash Receipts and Adjusted EBITDA, increased in 2020 as a result of higher costs for professional services in connection with the Reorganization Transactions and preparation for our initial public offering.

2019 vs 2018

Adjusted EBITDA declined by $706.2 million in 2019 compared to 2018 also as a result of the factors noted above in “—Adjusted Cash Receipts (Non-GAAP).” Payments for operating and professional costs, the only adjustment between Adjusted Cash Receipts and Adjusted EBITDA, increased in 2019 as a result of higher costs for professional services in connection with the Reorganization Transactions and preparation for our initial public offering.

2018 vs 2017

Adjusted EBITDA increased by $643.1 million in 2018 compared to 2017 also as a result of the factors noted above in “—Adjusted Cash Receipts (Non-GAAP).” Payments for operating and professional costs, the only adjustment between Adjusted Cash Receipts and Adjusted EBITDA, declined in 2018 as a result of a decrease in payments made in connection with the Merck & Co. rebating issue during the holiday period.

Adjusted Cash Flow (non-GAAP)

Three months ended March 31, 2020 and 2019

Adjusted Cash Flow declined by $234.8 million in the first quarter of 2020 compared to the same period of 2019 primarily for the same reasons noted above in “—Adjusted Cash Receipts (Non-GAAP).” In 2020, we paid $35.5 million to terminate our interest rate swaps executed in connection with the Reorganization Transactions, which was offset by the return of collateral, lower ongoing development stage funding payments and lower interest payments on our new credit facilities.

2019 vs 2018

Adjusted Cash Flow declined by $723.8 million in 2019 compared to 2018 for the same reasons noted above. Adjusted Cash Flow is also impacted by development-stage funding payments – ongoing, which declined slightly in 2019 as co-funding arrangements are coming to an end, and offset by a large net swap collateral posted in 2019 as compared to prior year due primarily to adverse movements in the LIBOR curve.

2018 vs 2017

Adjusted Cash Flow increased by $622.3 million in 2018 compared to 2017 for the same reasons noted above. Adjusted Cash Flow is also impacted by development-stage funding payments – ongoing, which declined slightly in 2018 as co-funding arrangements are no longer ramping up, and investments in non-consolidated affiliates, which increased in 2018 as a result of new investments entered into in 2018 with the Avillion Entities.

Investments Overview

Ongoing investment in new royalties is fundamental to the long-term prospects of our business. New investments provide a source of growth for our royalty receipts, supplementing growth within our existing portfolio and offsetting declines for products in our portfolio that have lost market exclusivity. Our team has established a strong track record of identifying, evaluating and investing in royalties tied to leading products

 

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across therapeutic areas and treatment modalities. We invest in approved products and development-stage product candidates that have generated robust proof of concept data. We invest in these therapies through the purchase of royalties, by making hybrid investments and by acquiring businesses with significant existing royalty assets or the potential for the creation of such assets.

During the first quarter of 2020, we invested $170.1 million in royalties and related assets, including two new investments. From 2012 through 2019, we have invested $13.0 billion in royalties and related assets, with annual cash investment ranging from a low of $458.2 million in 2015 to a high of $3.9 billion in 2014. This reflects an average of $1.6 billion of cash deployed for investments per year from 2012 through 2019. While volatility exists in the quantum of our new acquisitions on a year-to-year basis due to the unpredictable timing of new investment opportunities, we have consistently deployed significant amounts of cash when measured over multi-year periods. Our approach is rooted in a highly disciplined evaluation process that is not dictated by a minimum annual investment threshold.

Included below is a table of investment activity over each of the last eight years based on the type of investment at the acquisition date. Amounts presented in the table below reflect cash paid at the acquisition date; any associated contractual payments are reflected in the period in which the cash was paid.

 

($ in thousands)                                                      
    Average     2019     2018     2017     2016     2015     2014     2013     2012  

Approved / marketed royalties

  $ 869,533     $ 1,848,711     $ 269,554     $ 2,200,480     $ 1,197,210     $ 337,882     $ 468,427     $ 510,000     $ 124,000  

Development-stage royalties(1)(2)

    757,643       445,699       569,592       220,093       99,242       120,285       3,428,530       391,287       786,417  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Totals

  $ 1,627,176     $ 2,294,410     $ 839,146     $ 2,420,573     $ 1,296,452     $ 458,167     $ 3,896,957     $ 901,287     $ 910,417  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Number of new investments(3)

    4       8       7       3       2       1       6       2       4  

 

(1)

Development-stage royalties include: direct R&D funding arrangements and funding arrangements executed through our joint venture partnership with the Avillion Entities, investments in development-stage product candidates, and investments in securities primarily made in connection with royalty acquisitions from the seller.

(2)

In 2014, acquisitions of development-stage royalties included $3.3 billion for the acquisition of royalties on the cystic fibrosis franchise. At the time of the investment, Kalydeco was the only approved product in the franchise, while the vast majority of the value of our investment was tied to development-stage product candidates.

(3)

Excludes continued investments in development-stage product candidates, i.e., funding paid over time, and subsequent tranches of an accelerated royalty.

Summary of royalty acquisition activity

 

   

In the second quarter of 2020, we acquired a royalty on Prevymis, an approved product to prevent cytomegalovirus (“CMV”) infection in stem cell transplants, from AiCuris Anti-infective Cures GmbH in exchange for an upfront payment of $220 million.

 

   

In the first quarter of 2020, we acquired a royalty on Entyvio, an approved product for the treatment of ulcerative colitis and Crohn’s disease, from The General Hospital Corporation in exchange for an upfront payment of $86.6 million.

 

   

In the fourth quarter of 2019, we agreed to pay $320 million to acquire from Ultragenyx Pharmaceutical, Inc. a royalty on the European sales of Crysvita, an approved product for the treatment of XLH, a rare genetic orphan disease that has a profound impact on bone development in adults and children, subject to certain caps.

 

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In the fourth quarter of 2019, we agreed to pay up to $330 million to purchase a royalty owned by Eisai Co., Ltd (“Eisai”), on future worldwide sales outside Japan of Tazerik (tazemetostat), a novel targeted therapy in late-stage clinical development with the potential to be approved in several cancer indications. We acquired a portion Eisai’s future worldwide royalties on net sales by Epizyme of Tazerik outside Japan, for an upfront payment of $110 million plus up to an additional $220 million for the remainder of the royalty upon FDA approval of Tazverik for certain indications. The FDA approved Tazverik in January 2020 for epithelioid sarcoma and in the first quarter of 2020, at which time we recognized a liability for the second tranche payment of $110 million due in November 2020.

 

   

In the fourth quarter of 2019, we made a $100 million investment in Epizyme. In exchange for an upfront payment of $100 million, we received (1) shares of Epizyme common stock, (2) a warrant to purchase an additional 2.5 million shares of Epizyme common stock at $20 per share over a three-year term and (3) Epizyme’s royalty on sales of Tazverik in Japan payable by Eisai. We also lowered Epizyme’s royalty on Tazverik above certain sales thresholds and granted Epizyme an 18-month put option to sell an additional $50 million of its common stock to RPIFT at then-prevailing prices, not to exceed $20 per share. Epizyme exercised its put option on December 30, 2019, which resulted in Epizyme issuing RPIFT 2.5 million shares on settlement in February 2020.

 

   

In the first quarter of 2019, we entered into a preferred share purchase agreement with Biohaven through which we purchased $125 million in preferred shares and may be required to purchase up to an additional $75 million in preferred shares at Biohaven’s option, providing us with a fixed return on redemption of two times our investment on FDA approval of Biohaven’s pipeline product, Nurtec ODT (rimegepant), for migraine treatment. The FDA approved Nurtec ODT (rimegepant) for the acute treatment of migraine in adults in February 2020.

 

   

In the first quarter of 2019, we acquired the following: (1) a royalty on Promacta, an approved product for the treatment of chronic immune thrombocytopenia and aplastic anemia, from Ligand in exchange for an upfront payment of $827 million, (2) a royalty on Eli Lilly’s Emgality, an approved product for the treatment of migraine, from Atlas Ventures and Orbimed for $260 million and (3) a royalty on Johnson & Johnson’s Erleada, an approved product for the treatment of prostate cancer, from the Regents of the University of California for $105.4 million and potential future milestones.

 

   

In 2018, we acquired (1) from Zealand Pharma, future royalty streams and $85 million of potential commercial milestones on Sanofi’s Lixisenatide franchise in exchange for $205 million up front, (2) from Biohaven, rights to future cash flows on Nurtec ODT (rimegepant) and vazegepant, development-stage product candidates, in exchange for $100 million in up-front R&D funding and a payment of $50 million for Biohaven’s common stock and (3) from Immunomedics, a tiered, sales-based royalty on Trodelvy (sacituzumab govitecan-hziy), which was at the time a development-stage product candidate, in exchange for an up-front payment of $175 million for R&D funding and a payment of $75 million for Immunomedics’ common stock, acquired at a premium.

 

   

In 2017, we successfully acquired royalties on (1) Tysabri from Perrigo in exchange for $2.2 billion cash up front and potential future milestones, for which we subsequently paid a $250 million milestone payment to Perrigo in the first quarter of 2019 and for which we may owe a $400 million contingent milestone payment to Perrigo in the first quarter of 2021, based upon the achievement of certain conditions, (2) omecamtiv mecarbil from Cytokinetics in exchange for $100 million, including $10 million of equity in the company and (3) Onglyza, Farxiga and related diabetes products marketed by AstraZeneca, in exchange for payments made to BMS between 2018 and 2020 structured as an accelerated royalty.

Liquidity and Capital Resources

Overview

Our primary source of liquidity is cash provided by operations. For the three months ended March 31, 2020 and 2019, we generated $471.1 million and $432.9 million, respectively, in cash provided by operations. For the

 

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year ended December 31, 2019, we generated $1.67 billion in cash provided by operations. For the year ended December 31, 2018, we generated $1.62 billion in cash provided by operations. We believe that our existing capital resources and cash provided by operations will continue to allow us to meet our operating and working capital requirements, to fund planned strategic acquisitions and research and development funding arrangements, and to meet our debt service obligations for the foreseeable future. We have historically operated at a low level of fixed operating costs. Our primary cash operating expenses after this offering, other than research and development funding commitments, will include interest expense, our Operating and Personnel Payments, and legal and professional fees.

We have access to substantial sources of funds at numerous banks worldwide and we may, from time to time, seek additional capital through a combination of additional debt or equity financings. Our ability to satisfy our working capital needs, debt service and other obligations, and to comply with the financial covenants under our financing agreements depends on our future operating performance and cash flow, which are in turn subject to prevailing economic conditions and other factors, many of which are beyond our control.

We have historically funded our acquisition program through free cash flow, equity contributions and debt. Our low operating costs coupled with a lack of capital expenditures and low taxes have contributed to our strong financial profile, resulting in high operating leverage and high conversion of our Adjusted Cash Receipts to Adjusted Cash Flow. We expect to continue funding our current and planned operating costs (excluding acquisitions) principally through our cash flow from operations and our acquisition program through cash flow and issuances of equity and debt. In the past, we have supplemented our available cash and cash equivalents on hand with attractive debt capital to fund certain strategic acquisitions.

As of March 31, 2020, we had total long-term debt outstanding of $5.96 billion. As of December 31, 2019 and 2018, we had total long-term debt outstanding of $6.24 billion and $6.52 billion, respectively. In February 2020, in connection with the Exchange Offer Transactions, we repaid our outstanding debt held by RPIFT in full and issued new long-term debt at RPI Intermediate FT.

Cash flows

The following table summarizes our cash flow activities:

 

    For the three months
ended March 31,

(unaudited)
    Year Ended December 31,  
    2020     2019     2019     2018     2017  
    (In thousands)              

Cash provided by (used in):

         

Operating activities

  $ 471,104     $ 432,895     $ 1,667,239     $ 1,618,317     $ 1,418,313  

Investing activities

  $ (672,943   $ 1,317,172       (2,116,142     303,424       (1,587,707

Financing activities

  $ 542,524     $ (314,956     (1,191,626     (1,379,101     (123,254

Analysis of Cash Flow Changes between the Years Ended December 31, 2019, 2018 and 2017

Operating activities

Q1 2020 v Q1 2019

Cash provided by operating activities increased by $38.2 million in the first quarter of 2020 compared to the same period of the prior year. The primary driver was an increase in royalty receipts of $15.3 million and $23.4 million increase in cash related to the termination of our swaps and interest paid under the refinanced credit facilities.

2019 vs 2018

Cash provided by operating activities increased by $48.9 million in 2019 compared to 2018, primarily as a result of a smaller amount of upfront payments related to development stage funding. In the prior year, we paid

 

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$284.4 million to acquire royalties on development-stage product candidates of Biohaven and Immunomedics. Partially offsetting this impact of these reduced payments in the current year was a reduction of $179.6 million on cash collections from royalty assets and other royalty cash collections primarily due to the expiration of royalties on Humira and Remicade. The declines in Mature Products were partially offset by increases in cash collections from royalties primarily on the Cystic fibrosis franchise, Promacta, Imbruvica, and the HIV franchise, as discussed in “—Adjusted Cash Receipts (Non-GAAP).” We also posted collateral of $45.6 million in 2019 related to our interest rate swaps compared to $0.5 million in 2018 as a result of unfavorable movements in LIBOR.

2018 vs 2017

Cash provided by operating activities increased $200.0 million in 2018 compared to 2017, primarily due to increased cash collections on our royalty assets classified as financial assets. Compared to 2017, royalty receipts on the cystic fibrosis franchise and Tysabri increased by $261.8 million in aggregate as a result of receiving 100% of the royalties on cystic fibrosis franchise products from the third quarter of 2018, after a pre-existing priority debt tranche was repaid in full by the Cystic Fibrosis Foundation, and reflected a full year of royalty receipts on Tysabri compared to a partial year in 2017, when the royalty asset was acquired. Royalty receipts from Imbruvica and the HIV franchise also increased by $98.6 million in aggregate in 2018, as a result of strong sales growth. We received our first distribution from Avillion I in 2018, following the sale of its asset to Pfizer in exchange for a series of guaranteed fixed annual payments. Partially offsetting the increase cash collections on royalty assets was a $284.4 million increase in upfront development-stage funding payments due to the 2018 funding agreements with Immunomedics and Biohaven.

Investing activities

Q1 2020 v Q1 2019

Cash used in investing activities declined by $644.2 million in the first quarter of 2020 compared to the same period of the prior year, primarily due to increased acquisition activity in the prior year period. We acquired one new royalty interest in the first quarter of 2020 compared to three in the first quarter of 2019. We also paid the Tysabri milestone in the first quarter of 2019. The decline in investing activities in the first quarter of 2020 was partially offset by purchases of marketable securities, which we did not have in the comparative period.

2019 vs 2018

Cash used in investing activities in 2019 was $2.11 billion, compared to cash provided by investing activities of $303.4 million in 2018. In 2019, we made several acquisitions of financial royalty assets, totaling $1.97 billion, including the $250.0 million Tysabri milestone we paid to Perrigo. We also spent $213.0 million on investments in securities and warrants in 2019, compared to $152.8 million in 2018. As our Tecfidera agreement came to an end with the last milestone earned in December 31, 2018, we collected cash receipts on Tecfidera of $150 million in 2019 compared to $750 million for 2018.

2018 vs 2017

Cash provided by investing activities in 2018 was $303.4 million compared to cash used in investing activities in 2017 of $1.59 billion. The increase was primarily due to the $2.2 billion use of cash for the acquisition of our royalty asset on Tysabri in 2017. Due to the classification of Tecfidera as an available for sale debt security, proceeds from the satisfaction of each Tecfidera milestone contributed positively to our cash provided by investing activities. We received five milestone payments from Tecfidera in 2018 at $150 million each, compared to four milestones in 2017. The lower volume of investment activity in 2018 coupled with the higher Tecfidera milestone receipts resulted in cash inflows from investing activities. We expect that typical years in the future will include cash outflows from investing activities.

 

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Financing activities

Q1 2020 v Q1 2019

In the first quarter of 2020, we had cash provided by financing activities as opposed to cash used by operating activities in the comparative period. The repayment of RPIFT’s outstanding debt in February 2020, including through amounts contributed by a non-controlling interest, and subsequent debt issuance resulted in net proceeds of $870.8 million. This was offset by a $119.9 million increase in distributions to non-controlling interest in the first quarter of 2020 due to the new contractual non-controlling interest held by the Legacy Investors Partnerships that arose in the Reorganization Transactions.

2019 vs 2018

Cash used in financing activities in 2019 declined by $187.5 million in 2019 compared to 2018, primarily due to decreases in distributions to noncontrolling interests and to unitholders. Distributions to non-controlling interest declined as products held by the Collection Trust are maturing.

2018 vs 2017

Cash used in financing activities in 2018 increased $1.26 billion in 2018 compared to 2017, primarily as a result of $1.1 billion in proceeds in 2017 from the issuance of long-term debt in connection with the acquisition of Tysabri.

Historical Royalty Receipts

The table below reflects royalty receipts from 2009 through 2014.

 

(in thousands)    2009      2010      2011      2012      2013      2014  

Royalty receipts

   $ 656,803      $ 783,438      $ 1,046,990      $ 1,310,203      $ 1,493,739      $ 1,763,621  

Sources of Capital

As of March 31, 2020, our cash and cash equivalents totaled $624.4 million. As of December 31, 2019 and 2018, our cash and cash equivalents totaled $283.7 million and $1.92 billion, respectively. We intend to fund short-term and long-term financial obligations as they mature through cash and cash equivalents, sales of short-term marketable securities, future cash flows from operations or the issuance of additional debt. Our ability to generate cash flows from operations, issue debt or enter into financing arrangements on acceptable terms could be adversely affected if there is a material decline in the sales of the underlying pharmaceutical products in which we hold royalties, deterioration in our key financial ratios or credit ratings, or other material unfavorable changes in business conditions. Currently, we believe that we have sufficient financial flexibility to issue debt, enter into other financing arrangements and attract long-term capital on acceptable terms to support our growth objectives.

Borrowings

New Senior Secured Credit Facilities

On February 11, 2020, in connection with the Exchange Offer Transactions (discussed earlier in this MD&A) and using funds contributed by RPI Intermediate FT and the Legacy Investors Partnerships, RPIFT repaid its outstanding debt and accrued interest, and terminated all outstanding interest rate swaps. RPI Intermediate FT, as borrower, entered into a term loan credit agreement (the “Credit Agreement”) with Bank of America, N.A., as administrative agent, the lenders party thereto from time to time and the other parties thereto. The new senior secured credit facilities contained in the Credit Agreement consist of a term loan A (“Tranche A-1”) and term loan B (“Tranche B-1”) in the amounts of $3.20 billion and $2.84 billion, respectively. Tranche A-1 has an interest rate of 1.50% above LIBOR and matures in February 2025. Tranche B-1 has an interest rate of 1.75% above LIBOR matures in February 2027. See “Description of Material Indebtedness.”

 

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We had the following indebtedness outstanding at March 31, 2020, and at December 31, 2019 and 2018:

 

     Maturity      Spread over
LIBOR(1)
     As of March 31,
(unaudited)
    As of December 31,  
     2020     2019     2018  
                         (in thousands)  

New RPI Intermediate FT Senior Secured Credit Facilities:

            

Term Loan A Facility

     2/2025        150 bps      $ 3,160,000     $ —       $ —    

Term Loan B Facility

     2/2027        175 bps        2,832,900       —         —    

RPIFT Senior Secured Credit Facilities:

            

Term Loan B Facility

            

Tranche B-6

     3/2023        200 bps        —         4,123,000     $ 4,267,000  

Term Loan A Facility

            

Tranche A-4

     5/2022        150 bps        —         2,150,000       2,300,000  
        

 

 

   

 

 

   

 

 

 

Total senior secured debt

           5,992,900       6,273,000       6,567,000  
        

 

 

   

 

 

   

 

 

 

Loan issuance costs

           (4,148     (1,691     (2,284

Original issue discount

           (31,666     (33,187     (45,384
        

 

 

   

 

 

   

 

 

 

Total long-term debt, including current portion

           5,957,086       6,238,122       6,519,332  

Less: Current portion of long-term debt

           (182,128     (281,984     (281,436
        

 

 

   

 

 

   

 

 

 

Total long-term debt

         $ 5,774,958     $ 5,956,138     $ 6,237,896  
        

 

 

   

 

 

   

 

 

 

 

(1)

Borrowings under our senior secured credit facilities bear interest at a rate equal to LIBOR plus an applicable margin.

RPIFT Senior Secured Credit Facilities (the “Old Credit Facility”)

The Old Credit Facility was issued by our wholly-owned subsidiary, RPIFT, and was investment grade rated. RPIFT used interest rate swap agreements to fix a portion of its floating rate debt. In February 2020, in connection with the Exchange Offer Transactions, the Old Credit Facility was repaid in full and new long-term debt was issued by RPI Intermediate FT.

Uses of Capital

Acquisitions of royalties

We acquire product royalties in a variety of ways that can be tailored to the needs of our partners. We classify our product royalty acquisitions by the following structures:

 

   

Third-party Royalties – A royalty is the contractual right to a percentage of top-line sales from a licensee’s use of a product, technology or intellectual property. The majority of our current portfolio consists of third-party royalties.

 

   

Synthetic / Hybrid Royalties – A synthetic royalty is the contractual right to a percentage of top-line sales created by the owner of a therapy in exchange for funding. In many of our synthetic royalties, we also make investments in the public equity of the company, where the main value driver of the company is the product for which we concurrently acquired a royalty.

 

   

R&D Funding – We fund R&D, typically for large biopharmaceutical companies, in exchange for future royalties and/or milestones if the product or indication we are funding is approved.

 

   

M&A - We acquire royalties in connection with M&A transactions, often from the buyers of biopharmaceutical companies when they dispose of the non-strategic assets of the target company

 

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following the closing of the acquisition. We also seek to partner with companies to acquire other biopharmaceutical companies that own significant royalties. We may also seek to acquire biopharmaceutical companies that have significant royalties or where we can create royalties in subsequent transactions.

Distributions to Shareholders/Unitholders

In the three months ended March 31, 2020, we made distributions of $141.8 million. For the years ended December 31, 2019, 2018, 2017 and in the three months ended March 31, 2019, Old RPI made distributions of $739.3 million, $814.4 million, $735.2 million, and $197.7 million, respectively. See “Dividend Policy” for a description of our dividend policy after this offering.

Debt service

In connection with our new Credit Agreement, we have substantial debt service requirements, including required annual amortization payments and payments for interest expense. As of March 31, 2020, we are required to repay the term loans under RPI Intermediate FT’s senior secured credit facilities over the next five years and thereafter as follows:

 

(in thousands)    Term Loan Amortization  
Year    Tranche A-1      Tranche B-1      Total  

Remainder of 2020

   $ 120,000      $ 21,300      $ 141,300  

2021

     160,000        28,400        188,400  

2022

     160,000        28,400        188,400  

2023

     160,000        28,400        188,400  

2024

     160,000        28,400        188,400  

Thereafter

     2,400,000        2,698,000        5,098,000  
  

 

 

    

 

 

    

 

 

 

Total (1)

   $ 3,160,000      $ 2,832,900      $ 5,992,900  

 

(1)

Excludes discount on long-term debt of $31.7 million and loan issuance costs of $4.1 million, which are amortized through interest expense over the life of the underlying debt obligations.

Commitments, Contingencies and Guarantees

We are currently involved in certain legal proceedings arising in the ordinary course of business and, as required, accrue an estimate of the probable costs for resolution of those claims for which the occurrence of loss is probable and the amount can be reasonably estimated. In general, estimates are developed in consultation with counsel and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies. It is possible, however, that future results of operations for any particular period could be materially affected by changes in our assumptions or the effectiveness of our strategies related to these proceedings. Please refer to “Business—Legal Proceedings.”

Certain acquisition agreements provide for future contingent payments to the seller based on the financial performance of the related pharmaceutical product generally over a multi-year period. Payments under these agreements generally become due and payable upon achievement of certain development, regulatory or commercial milestones. For example, the acquisition of both our Tysabri and Xtandi royalties included contingent purchase price payments based on timing of certain sales thresholds of the underlying products. Amounts related to these contingent milestone payments are not considered contractual obligations as they are contingent on the successful completion of certain commercial milestones.

 

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The table below summarizes our contractual obligations at December 31, 2019 and the effect that such obligations are expected to have on our liquidity and cash flows in future periods.

 

     Payments due by period  
     Total      < 1 year      1-3 years      3-5 years      > 5 years  
     (In thousands)  

Long-term debt:

              

Senior secured credit facility scheduled principal payments

   $ 6,040,000      $ 188,400      $ 376,800      $ 376,800      $ 5,098,000  

Scheduled interest payments(1)

     1,114,268        175,593        379,098        355,075        204,502  

Funding commitments(2)

     302,284        258,547        28,737        8,000        7,000  

Operating and Personnel Payments(3)

     17,102        17,102       

See
footnote 3
 
 
    
See
footnote 3
 
 
    
See
footnote 3
 
 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total(4)

   $ 7,473,654      $ 639,642      $ 784,635      $ 739,875      $ 5,309,502  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)

As of December 31, 2019, 67% of RPIFT’s long-term debt bears interest at variable rates. With the termination of all interest rate swaps in connection with the Reorganization Transactions in February 2020, all long-term debt bears interest at variable rates. Interest payments on floating rate debt are estimated using interest rates in effect at December 31, 2019.

(2)

Funding commitments include amounts we are contractually obligated to fund in respect of R&D funding arrangements with our development partners and committed capital related to our equity method investment in the Avillion entities. As our committed capital requirements are based on phases of development, the completion of which is highly uncertain, only the capital required to fund the current stage of development is included in the above table.

 

  

Excluded is the potential future funding commitment of up $110.0 million related to the third tranche of the Eisai funding arrangement, for which the obligation is not triggered until certain contingencies are resolved. Also excluded is the second tranche funding related to our Biohaven Preferred Shares.

 

(3)

Historically, the Operating and Personnel Payments for Old RPI are payable in advance in quarterly installments, increasing by 5% annually on a compounded basis.

 

  

After completion of the Reorganization Transactions, a new Management Agreement became effective in February 2020. Under the Management Agreement, RPI will pay quarterly Operating and Personnel Payments in respect of operating and personnel expenses to the Manager or its affiliates equal to 6.5% of the Adjusted Cash Receipts for such quarter and 0.25% of the GAAP value of our security investments, including equity securities and derivative financial instruments, as of the end of such quarter. Commitments shown above relate solely to the Operating and Personnel Payments payable in respect of the first quarter of 2020. Because the fee is variable and based on projected cash receipts, no amounts are fixed beyond the amount paid for the first quarter of 2020.

 

(4)

Excluded from the table are amounts related to various obligations with no specific contractual commitment or maturity, including any future obligations related to the settlement of our interest rate swap agreements.

Amounts related to contingent milestone payments are not considered contractual obligations as they are contingent on the successful achievement of certain development, regulatory approval or commercial milestones.

Other off-balance sheet arrangements

We do not have relationships with structured finance or special purpose entities that were established to facilitate off-balance sheet arrangements. Therefore, we are not exposed to any financing, liquidity, market or credit risk that may arise if we had engaged in such relationships. We consolidate variable interest entities when we are the primary beneficiary.

 

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Critical Accounting Policies and Use of Estimates

The preparation of financial statements in accordance with generally accepted accounting principles in the United States requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expenses. Certain of these policies are considered critical as they have the most significant impact on the Company’s financial condition and results of operations and require the most difficult, subjective, or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain. On an ongoing basis, we evaluate our estimates that are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The result of these evaluations forms the basis for making judgments about the carrying values of assets and liabilities and the reported amount of expenses that are not readily apparent from other sources. Because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

Our most critical accounting policies relate to our royalties and the full descriptions can be found in Note 2 to the consolidated financial statements. Similarly, the most significant judgments and estimates applied by management are associated with the measurement of our royalty assets classified as financial assets. The application of the prospective approach to measure income from our financial royalty assets requires management’s judgment in forecasting the expected future cash flows of the underlying royalties. These estimates and judgments arise because of the inherent uncertainty in predicting future events.

Income and provision recognition from royalty assets classified as financial assets can be impacted by management’s assumptions around (1) product growth rates and sales trends in outer years, (2) the geographical allocation of annual sales data from sell-side equity research analysts’ models, (3) product and pricing mix for franchised products, (4) the strength of patent protection, including anticipated entry of generics, and (5) estimates of the duration of the royalty. The amounts and duration of forecasted expected future cash flows are largely influenced by sell-side equity research analyst coverage, commercial performance of the product and the royalty duration.

For example, based on the level of detail in sell-side equity research analyst models, management may be required to apply assumptions to the sales forecasts to estimate the quarterly and geographical allocation from annual sales projections and, for franchised products, to estimate the product mix and pricing mix, or to exclude from projections sales forecasts for development-stage product candidates or indications. When royalty-bearing pharmaceutical products have no coverage, limited sell-side equity research analyst coverage or where sell-side equity research analyst estimates are not available for the full term of our royalty, particularly for the later years in a product’s life, management uses reasonable judgment to make assumptions about the growth or decline in the sales of these products based on historical data, publicly available information for the marketer, industry data and market trends, and management’s own expertise.

The royalty duration is important for purposes of accurately measuring interest income over the life of a financial royalty. In making assumptions around the royalty duration for terms that are not contractually fixed, management considers the strength of existing patent protection, expected entry of generics, geographical exclusivity periods and potential patent term extensions tied to the underlying product. It is common for royalty durations to expire earlier or later than anticipated due to unforeseen positive or negative developments over time, including with respect to the granting of patents and patent term extensions, the invalidation of patents, litigation between the party controlling the patents and third party challengers of the patents, the ability of third parties to design around or circumvent valid patents, the granting of regulatory exclusivity periods or extensions, timing for the arrival of generic or biosimilar competitor products, changes to legal or regulatory regimes affecting intellectual property rights or the regulation of pharmaceutical products, product life cycles, and industry consolidations.

A shortened royalty term can result in a reduction in the effective interest rate, a decline in income from financial royalty assets significant reductions in royalty payments compared to expectations, or a permanent

 

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impairment. Changes in sell-side equity research analyst consensus forecasts directly impact future interest income and recognition of any provision income or expense in the same manner.

Recent Accounting Pronouncements

See Note 2 to our consolidated financial statements for additional information on recently issued accounting standards.

Quantitative and Qualitative Disclosures about Market Risk

Market Risk

We are subject to certain risks which may affect our results of operations, cash flows and fair values of assets and liabilities, including volatility in foreign currency exchange rates, interest rate movements. Our primary exposure to market risk is interest rate sensitivity, which is affected by changes in the general level of U.S. interest rates, particularly because our cash equivalents are primarily held in short-term money market funds and the nature of our marketable securities is generally short-term. Although we currently do not have any interest rate swaps or foreign currency forward contracts in place, we have historically managed the impact of foreign currency exchange rate and interest rate risk through various financial instruments, and derivative instruments. We only use derivatives strategically to hedge existing interest rate exposure and to minimize volatility in cash flow and earnings arising from our exposure to foreign currency risk. We do not enter into derivative instruments for trading or speculative purposes. The counterparties to these contracts are all major financial institutions.

Foreign Currency Exchange Risk

Our results of operations are subject to foreign currency exchange risk through transactional exposure resulting from movements in exchange rates between the time we recognize royalty income or royalty revenue and the time at which the transaction settles, or we receive the royalty payment. The current portion of Financial royalty assets, net and Accrued royalty receivable account for the most common types of transactional exposure. Because we are entitled to royalties on worldwide sales for various products, there is an underlying exposure to foreign currency as the marketer converts payment amounts from local currencies to U.S. dollars using a quarterly average exchange rate. Therefore, cash received may differ from the estimated receivable based on fluctuations in currency. In addition, certain products pay royalties in currencies other than U.S. dollars, which also creates foreign currency risk primarily with respect to the Euro, Canadian Dollar, Swiss Franc and Japanese Yen, as our functional and reporting currency is the U.S. dollar. To manage foreign currency exchange risk, we periodically utilize non-deliverable forward exchange contracts. We do not currently have any foreign exchange contracts in place.

Interest Rate Risk

We are subject to interest rate fluctuation exposure through our borrowings under our Senior Secured Credit Facilities and our investments in money market accounts and marketable securities, the majority of which bear a variable interest rate. As of March 31, 2020, we held cash and cash equivalents of $624.4 million, of which $257.1 million was cash, $332.6 million was invested in commercial paper and certificates of deposit and $34.7 million was invested in interest-bearing money market funds. We also held $568.0 million in marketable securities at March 31, 2020 invested in U.S. government securities, corporate debt securities and certificates of deposit.

As of December 31, 2019, we had cash and cash equivalents of $283.7 million, of which $19.9 million was cash, $41.5 million was invested in commercial paper and certificates of deposit and $222.3 million was invested in interest-bearing money market funds. In addition, as of December 31, 2019 we had $57.0 million invested in

 

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U.S. government securities and certificates of deposit. As of December 31, 2018, we had cash and cash equivalents of $1.92 billion, of which $1.82 billion was invested in interest-bearing money market funds, which have maturities of less than 90 days. We held no marketable securities as of December 31, 2018.

The objectives of our investment policy are the preservation of capital and fulfillment of liquidity needs. In order to maximize income without assuming significant market risk, we maintain our excess cash and cash equivalents in money market funds and marketable securities, largely composed of investment grade, short to intermediate term fixed income and debt securities. Because of the short term maturities of our cash equivalents and the short term nature of our marketable securities, we do not believe that a decrease in interest rates would have any material negative impact on the fair value of our cash equivalents or marketable securities.

Our debt portfolio is managed on a consolidated basis and management makes financing decisions to achieve the lowest cost of debt capital and to maximize portfolio objectives. As of December 31, 2019, 33% of our debt was effectively fixed with a total weighted average interest rate of 3.69% across the portfolio. As of December 31, 2018, 44% of our debt was effectively fixed with a total weighted average interest rate of 4.07% across the portfolio. Assuming the current level of borrowings, a 25 basis-point adverse movement in LIBOR would have increased annual interest expense by $10.4 million and $9.2 million for the year ended December 31, 2019 and 2018, respectively. In connection with the Reorganization Transactions, we terminated all of our interest rate swaps and currently do not have in place any derivative hedging our debt.

In addition, it is expected that LIBOR will be phased out by the end of 2021. The Alternative Reference Rates Committee of the Federal Reserve Board has identified the Secured Overnight Financing Rate (SOFR) as the preferred alternative to LIBOR. As our Senior Secured Credit Facilities utilize LIBOR as a factor in determining the applicable interest rate, the expected discontinuation and transition may require us to renegotiate certain terms of the agreement to replace LIBOR with a new reference rate, which could increase the cost of servicing our debt and have an adverse effect on our results of operations and cash flows.

Credit and Counterparty Risk

We have credit risks that are generally related to the counterparties with which we do business. We are subject to credit risk from our royalty assets, our receivables and our derivative contracts. The majority of our royalty assets and receivables arise from contractual royalty agreements that pay royalties on the sales of underlying pharmaceutical products in the United States, Europe and the rest of the world, with concentrations of credit risk limited due to the broad range of marketers responsible for paying royalties to us and the variety of geographies from which our royalties on product sales are derived. The products in which we hold royalties are marketed by leading biopharmaceutical industry participants, including, among others, AbbVie, Amgen, Bristol-Myers Squibb, Celgene, Gilead Sciences, Johnson & Johnson, Lilly, Merck & Co., Pfizer, Novartis, Biogen-Idec, Roche/Genentech and Vertex. The individual marketers making up the largest balance of our current portion of Financial royalty assets, net were Vertex as of March 31, 2020, Biogen as of December 31, 2019 and Vertex as of December 31, 2018, accounting for 24%, 18% and 23%, respectively. Refer to “—Understanding Our Results of Operations” within this MD&A for a discussion of the marketers or royalty payors accounting for greater than 10% of our total income and other revenues for the years ended December 31, 2019, 2018, and 2017, and for the periods ended March 31, 2020 and 2019.

We monitor the financial performance and creditworthiness of the counterparties to our royalty agreements and to our derivative contracts so that we can properly assess and respond to changes in their credit profile. To date, we have not experienced any significant losses with respect to the collection of income or revenue on our royalty assets or on the settlement of our derivative contracts. Of the $2.1 billion and $2.9 billion of nominal interest rate swaps agreements in effect at December 31, 2019 and 2018, the maximum exposure with any single counterparty accounted for 29% and 31% of our total interest rate swap portfolio, respectively. If a counterparty becomes bankrupt, or otherwise fails to perform its obligations under a derivative contract due to financial difficulties, we may experience significant delays in obtaining any recovery under the derivative contract in a bankruptcy or other reorganization proceeding.

 

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DESCRIPTION OF MATERIAL INDEBTEDNESS

Senior Secured Credit Facilities

On February 11, 2020, RPI Intermediate FT, as borrower, entered into a term loan credit agreement (the “Credit Agreement”) with Bank of America, N.A., as administrative agent, the lenders party thereto from time to time and the other parties thereto. The facility is secured by collateral of RPI Intermediate FT and the other loan parties thereunder, including (i) all existing and after-acquired assets of RPI Intermediate FT and any guarantor that becomes a party to the Credit Agreement, (ii) a first priority security interest over the beneficial ownership interest of RPI Intermediate FT, (iii) 100% of RPI Intermediate FT’s proportional beneficial ownership interest of Old RPI and (iv) certain other equity interests to the extent acquired by RPI Intermediate FT after the closing date of the Credit Agreement, or to the extent held by any guarantor that becomes a party to the Credit Agreement, in each case subject to customary exclusions as set forth in the Credit Agreement. The collateral does not include any assets of Old RPI or any of its subsidiaries. The maturity dates and interest rates applicable to certain tranches of term loans under the Credit Agreement are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Sources of Capital—New Senior Secured Credit Facilities.” The interest rate on the Tranche A-1 term loan is 1.50% above LIBOR, and the Tranche A-1 term loan will mature in February 2025. The interest rate on the Tranche B-1 term loan is 1.75% above LIBOR, and the Tranche B-1 term loan will mature in February 2027.

The Credit Agreement contains covenants that, among other things, restrict our ability to make certain distributions, incur additional debt, engage in certain asset sales, mergers, acquisitions or similar transactions, create liens on assets, engage in certain transactions with affiliates or make investments. The Credit Agreement also contains customary events of default. We may voluntarily prepay in whole or in part the outstanding principal amounts of term loans under our Credit Agreement at any time prior to the maturity dates, with certain voluntary prepayments that may be subject to a customary prepayment premium governed by the Credit Agreement.

Financial Covenants

The Credit Agreement contains financial covenants requiring us to maintain (i) a Consolidated Leverage Ratio at or below 4.00 to 1.00 (or at or below 4.50 to 1:00 following a Qualifying Material Acquisition) of Consolidated Funded Debt to Consolidated EBITDA (each as defined and calculated with the ratio level calculated with further adjustments as set forth in the Credit Agreement) and (ii) a Consolidated Coverage Ratio at or above 2.50 to 1.00 of Consolidated EBITDA minus Consolidated Capital Expenditures to Consolidated Charges (each as defined and calculated with further adjustments as set forth in the Credit Agreement).

Management believes that Adjusted EBITDA is important in analyzing our liquidity because it is the key component of certain material covenants contained within our credit agreement and it is frequently used by securities analysts, investors and other interested parties to evaluate companies in our industry. As of April 22, 2020, we were in compliance with all of these covenants. Adjusted EBITDA at March 31, 2020 was $                 billion. Secured Leverage, defined as secured debt, net of cash, divided by the trailing 12-month consolidated EBITDA, was                 x at March 31, 2020.

Amortization of Term Loans

We are required to repay the term loans under RPI Intermediate FT’s senior secured credit facilities over the next five years as follows:

 

(in thousands)    Term loan amortization  
Year    Tranche A-1      Tranche B-1      Total  

2020

   $ 160,000      $ 28,400      $ 188,400  

2021

     160,000        28,400        188,400  

2022

     160,000        28,400        188,400  

2023

     160,000        28,400        188,400  

2024

     160,000        28,400        188,400  

 

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BUSINESS

Overview

We are the largest buyer of biopharmaceutical royalties and a leading funder of innovation across the biopharmaceutical industry. Since our founding in 1996, we have been pioneers in the royalty market, collaborating with innovators from academic institutions, research hospitals and not-for-profits through small and mid-cap biotechnology companies to leading global pharmaceutical companies. We have assembled a portfolio of royalties which entitles us to payments based directly on the top-line sales of many of the industry’s leading therapies, including Imbruvica, Januvia, Kalydeco, Trikafta, Truvada, Tysabri and Xtandi. We fund innovation in the biopharmaceutical industry both directly and indirectly—directly when we partner with companies to co-fund late-stage clinical trials and new product launches in exchange for future royalties, and indirectly when we acquire existing royalties from the original innovators. We believe that our significant scale, flexible business model and extensive expertise uniquely position us to take advantage of the increasing innovation in the biopharmaceutical industry. We seek to create favorable outcomes for all parties and play an important role in providing capital to the biopharmaceutical ecosystem that supports innovation and positively impacts human health.

Since our founding in 1996 through December 31, 2019, we have deployed a total of $18 billion of cash to acquire biopharmaceutical royalties. We estimate that this represents more than 50% of all royalty transactions during this period. Our portfolio today consists of royalties on more than 45 marketed therapies and four development-stage product candidates. The therapies in our portfolio address therapeutic areas such as rare diseases, oncology, neurology, HIV, cardiology and diabetes, and are delivered to patients across both primary and specialty care settings. In 2019, a total of 22 therapies in our portfolio each generated 2019 end-market sales of more than $1 billion, including seven therapies that each generated 2019 end-market sales of more than $3 billion. In 2019, we generated operating cash flow of $1.67 billion, Adjusted Cash Receipts of $2.11 billion and Adjusted Cash Flow of $1.64 billion. Between 2012 and 2019, we grew our Adjusted Cash Receipts at a CAGR of 11%.

Our business is supported by significant growth and unprecedented innovation within the biopharmaceutical industry. Global prescription pharmaceutical sales are expected to grow from approximately $875 billion in 2019 to approximately $1.2 trillion in 2024, representing a CAGR of 7% according to EvaluatePharma despite nearly $100 billion in cumulative sales being lost to expected patent expiries during the same period. The growth of the biopharmaceutical industry is driven by global, secular trends, including population growth, increasing life expectancy and growth of the middle classes in emerging markets. In addition, a dramatic acceleration of medical research in recent years has led to a better understanding of the molecular origins of disease and identification of potential targets for therapeutic intervention. This has created research and development opportunities for new drugs. The significant pace of biopharmaceutical innovation coupled with the proliferation of new biotechnology companies and the increasing cost of drug development has created a significant capital need over recent years that we believe will provide a sustainable tailwind for our business.

Royalties play a fundamental and growing role in the biopharmaceutical industry. As a result of the increasing cost and complexity of drug development, the creation of a new drug today typically involves a number of industry participants. Academia and other research institutions conduct basic research and license new technologies to industry for further development. Biotechnology companies typically in-license these new technologies, add value through applied research and early-stage clinical development, and then either out-license the resulting development-stage product candidates to large biopharmaceutical companies for late-stage clinical development and commercialization, or commercialize the products themselves. As new drugs are transferred along this value chain, royalties are created as compensation for the licensing or selling institutions. Biotechnology companies are also increasingly creating royalties on existing products within their portfolios, known as synthetic royalties, in order to provide a source of non-dilutive capital to fund their businesses. As a result of this industry paradigm, the development of a single new drug can lead to the creation of multiple

 

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royalties. Given our leadership position within the royalty sector, we are able to capitalize on the growing volumes of royalties that are created as new therapies are developed to address unmet medical needs.

Our capital-efficient business model enables us to benefit from many of the most attractive characteristics of the biopharmaceutical industry, including long product life cycles, significant barriers to entry and noncyclical revenues, but with substantially reduced exposure to many common industry challenges such as early stage development risk, therapeutic area constraints, high research and development costs, and high fixed manufacturing and marketing costs. We have a highly flexible approach that is agnostic to both therapeutic area and treatment modality, allowing us to acquire royalties in the most attractive therapies across the biopharmaceutical industry. The success of our business has been the result of a focused strategy of actively identifying and tracking the development and commercialization of key new therapies, allowing us to move quickly to make acquisitions when opportunities arise. We acquire royalties on approved products, often in the early stages of their commercial launches, and development-stage product candidates with strong proof of concept data, mitigating development risk and expanding our opportunity set.

We are dedicated to the identification, evaluation and acquisition of attractive royalties and royalty-related assets. We have demonstrated a consistent ability to identify and acquire royalties in leading biopharmaceutical therapies. In our first decade of operations, we acquired royalties in premier therapeutic areas and drug classes, including oncology (Neulasta, Neupogen, Rituxan), neuropathic pain (Lyrica), HIV (Biktarvy, Genvoya, Prezista, Symtuza, Truvada, Atripla) and TNF inhibitors (Humira, Remicade, Cimzia). More recently, we have acquired royalties on a new wave of leading therapies, including both approved products and development-stage product candidates in cystic fibrosis (Kalydeco, Orkambi, Symdeko, Trikafta), oncology (Ibrance, Imbruvica, Trodelvy, Tazverik, Xtandi), multiple sclerosis (Tecfidera, Tysabri) and migraine (Emgality, Nurtec ODT (rimegepant), vazegepant), among others. Going forward, we believe we are well positioned to continue to acquire royalties on leading therapies from across the biopharmaceutical industry to generate sustainable growth and create long-term value for our shareholders.

 

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Our Portfolio

Our current portfolio includes royalties on more than 45 commercial products and four development-stage product candidates. Growth Products are defined as royalties with a duration expiring after December 31, 2020. We define all other royalties on approved products as Mature Products. The following table provides an overview of our current portfolio of royalties:

 

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Our Strengths

We believe that the following elements of our business and product portfolio provide a unique and compelling proposition to investors seeking exposure to the biopharmaceutical sector.

Our portfolio provides direct exposure to a broad array of blockbuster therapies. Our portfolio of royalties entitles us to payments based directly on the top-line sales of more blockbuster therapies than any other global biopharmaceutical company. In 2019, our portfolio included royalties on 22 therapies that each generated end-market sales of more than $1 billion, including seven therapies that each generated end-market sales of more than $3 billion. This represents more than three times the estimated median number of blockbuster therapies marketed by the top 15 global biopharmaceutical companies by sales. The therapies within our royalty portfolio are marketed by leading global biopharmaceutical companies for whom these products are important sources of revenue. Given the marketers’ significant focus on and investment in these products, they are motivated to invest substantial resources in driving continued sales growth. The significant number of blockbuster products in our portfolio reflects our ability to consistently identify and acquire royalties on therapies that address major unmet patient needs and that have the potential to generate significant end-market revenues. The graphic below highlights our exposure to industry-leading blockbuster products compared to the median of the top 15 global biopharmaceutical companies by sales.

Industry Leading Exposure to Blockbuster Products with 2019 Estimated End Market Sales over $1Bn

 

 

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1.

Royalty Pharma receives royalties on emtricitabine sales only

Our portfolio is highly diversified across products, therapeutic areas and marketers. Our portfolio consists of royalties on more than 45 marketed biopharmaceutical therapies which address a wide range of therapeutic areas, including rare diseases, oncology, neurology, HIV, cardiology and diabetes. These therapies are delivered to patients across both primary and specialty care settings. As shown below, in the year ended December 31, 2019, while the top five therapies accounted for 56% of royalty receipts (excluding receipts from Tecfidera milestone payments), no individual therapy accounted for more than 16% of our royalty receipts, no therapeutic area accounted for more than 22% of our royalty receipts and no marketer represented more than 20% of our royalty receipts. In addition, the contribution of our top three and five royalties to our 2019 royalty receipts, at 41% and 56%, respectively, are in-line with the median contributions of the top three and five selling therapies to total revenues across the largest 15 global biopharmaceutical companies. The royalties in our portfolio entitle us to payments based directly on the top-line sales of the associated therapies, rather than the profits of these therapies. As such, the diversification of our profits directly reflects the diversification of our royalty receipts, rather than varying levels of product-level profitability, as would typically be expected within a biopharmaceutical company. The graphic below shows the diversification within our 2019 cash royalty receipts by product, therapeutic area and marketer.

 

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Notes:

1.

Excludes receipts from Tecfidera milestone payments, which are presented as Proceeds from available for sale debt securities on the Statement of Cash Flows.

2.

Comprised of royalty receipts from Truvada, Genvoya, Biktarvy and several other emtricitabine products.

3.

Comprised of royalty receipts from Januvia, Janumet and several other DPP-IVs.

The key growth-driving royalties in our portfolio are protected by long patent lives. The estimated weighted average royalty duration of our portfolio is approximately 15 years based on projected cumulative cash royalty receipts. Our largest marketed royalty in 2019 was on Vertex’s cystic fibrosis franchise, and existing patent applications covering Trikafta, the most significant product in that franchise, are expected to provide exclusivity through 2037. Several of our marketed royalties have unlimited durations and could provide cash flows for many years after key patents have expired. In addition to royalties in marketed therapies, our portfolio also includes royalties on four development-stage product candidates, all of which are currently in Phase III clinical trials or awaiting regulatory approval.

We have a long track record of identifying and acquiring royalties on blockbuster therapies and growing our royalty receipts. Between 2017 and 2019, royalty receipts from our Growth Portfolio grew at a CAGR of nearly 40%. Between 2012, when we began acquiring royalties on development-stage product candidates, and 2019, we grew our Adjusted Cash Receipts from $1.0 billion to $2.1 billion, reflecting a CAGR of 11%. Since the beginning of 2012, we have deployed $13.0 billion of cash to acquire new royalties, representing average annual royalty acquisitions of $1.6 billion. These acquisitions have added more than 25 new royalties to our portfolio, including ten royalties on therapies with estimated 2019 end market sales of more than $1 billion, representing an average of more than one new blockbuster per year. Of the 22 therapies in our portfolio that each have 2019 end-market sales of more than $1 billion, approximately half of those therapies were acquired since the end of 2011. Based on our portfolio as of June 2013, we estimated that we would generate royalty receipts of $0.3 billion in 2019. However, through successful new royalty acquisitions and outperformance of existing products, we were able to generate royalty receipts of $2.3 billion and Adjusted Cash Receipts of $2.1 billion in 2019.

 

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The chart below compares the royalties in our portfolio related to therapies with end-market sales of more than $1 billion as of the end of 2011, the end of 2015 and today. The significant number of new blockbusters in our current portfolio reflects our consistent ability to replenish our portfolio with leading biopharmaceutical assets.

 

Consistent Record of Building and Refreshing Portfolio with Blockbuster Products

 

 

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(1)

Royalty Pharma receives royalties on emtricitabine sales only.

We are selective in the royalties that we acquire, and a number of our royalty assets have outperformed sell-side equity research analysts’ consensus forecasts, allowing us to capture upside that was under-appreciated by the market. For example, at the time of our acquisition in 2006, consensus forecasts for worldwide Humira sales for 2010 were $3.7 billion. In 2010, actual reported sales for the year were $6.5 billion and the product reached peak sales of approximately $20 billion in 2018. In 2012 when we acquired our initial interest in the earn-out payments related to Tecfidera from Fumapharm AG, consensus forecasts for worldwide Tecfidera sales for 2015 were $1.6 billion. In 2015, actual reported sales for the year were $3.6 billion and in 2019 reported sales were $4.4 billion. When we acquired our Imbruvica royalty rights from Quest Diagnostics in 2013, consensus forecasts for worldwide Imbruvica sales for 2018 were $2.7 billion. In 2018, actual reported sales for the year were $4.5 billion and Imbruvica is currently expected to achieve sales of approximately $10 billion by 2024. Lastly, at the time of our acquisition in 2014, consensus forecasts for Vertex’s cystic fibrosis franchise in 2024 were approximately $6.5 billion, primarily driven by expectations for Orkambi. Sales results for the franchise underperformed relative to street consensus in the near-term, but following approval of Trikafta, sales for the franchise are now expected to reach nearly $9 billion by 2024.

We have a simple and highly efficient operating model which generates substantial cash flow for reinvestment in new biopharmaceutical royalties. Our capital-efficient operating model requires limited operating expenses and no material capital investment in fixed assets or infrastructure in order to support the ongoing growth of our business. As a result, we generate high Adjusted Cash Flow relative to our Adjusted Cash Receipts and we convert the vast majority of our Adjusted Cash Flow into operating cash flow. Between 2015 and 2019, we generated a total of $11.1 billion of Adjusted Cash Receipts and $8.9 billion of Adjusted Cash Flow. Our high cash flow conversion provides us with significant cash flow that we can deploy within our business. Our primary focus for capital deployment is on royalty acquisitions, through which we believe we can continue to grow our Adjusted Cash Receipts and Adjusted Cash Flow and to create significant value for our shareholders. In addition, we intend to pay a dividend to our shareholders, which we intend to grow over time, and to pay down debt following new acquisitions as is required to maintain our targeted investment grade credit rating profile. We believe that our unique and highly efficient business model, our proven track record of cash flow generation and our clear capital allocation priorities position us to generate significant ongoing value for our shareholders.

 

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Our business model captures many of the most attractive aspects of the biopharmaceutical industry, but with reduced exposure to many common industry challenges. The biopharmaceutical industry benefits from a number of highly attractive characteristics, including long product life cycles, significant barriers to entry and non-cyclical revenues. However, the industry also faces a number of challenges, including the risks associated with early-stage drug discovery, growing drug development costs and high fixed manufacturing and marketing infrastructure costs. As a result, most biopharmaceutical companies focus on a limited number of core therapeutic areas and treatment modalities where they have strong research and development expertise or an existing commercial presence.

We have a highly flexible approach that is agnostic to both therapeutic area and treatment modality, allowing us to acquire royalties on the most attractive therapies from across the biopharmaceutical industry. We focus on the acquisition of royalties on approved products or development-stage product candidates that have generated strong proof of concept data, avoiding the risks associated with early stage research and development. By acquiring royalties, we are able to realize payments based directly on the top-line sales of leading biopharmaceutical therapies, without the costs associated with fixed research and development, manufacturing and commercial infrastructure.

 

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Our unique role in the biopharmaceutical ecosystem positions us to benefit from multiple compounding growth drivers. There has been a dramatic acceleration of medical research in recent years, leading to a better understanding of the molecular origins of disease and the identification of new potential targets for therapeutic intervention. This has created research and development opportunities for new drugs on which we can ultimately acquire royalties. Technological innovation has led to the creation of number of new treatment modalities, expanding the ways in which unmet medical needs can be addressed. New biopharmaceutical companies have been created at a significant pace over recent years, with a total of more than 180 biotechnology companies completing initial public offerings in the United States between 2015 and 2019, more than any other industry sector. These new companies, along with existing biopharmaceutical companies, have significant capital needs that can be met through the non-dilutive sale of existing or synthetic royalties. Significant industry competition, particularly within attractive therapeutic areas, rewards companies that can rapidly execute broad clinical development programs, making access to capital at the significant scale that we can provide a key differentiator. The significant pace of innovation, resulting from these industry trends, is reflected in FDA drug approval rates, which reached an all-time high in 2018. These new drug approvals grow the universe of drugs in which we can acquire royalties. Within the distributed industry model of drug development, there is the potential for multiple royalties to be created from each new drug that reaches the market. As a result of our significant scale and highly flexible business model, we believe that we are uniquely positioned to capitalize on these compounding growth drivers to grow our royalty receipts and create long-term value for our shareholders. The graphic below summarizes these growth drivers.

 

Multiple Compounding Tailwinds Driving Growth for Royalty Pharma

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We have the ability to capitalize on innovation from across the biopharmaceutical ecosystem. Our approach is to first assess innovative science in areas of significant unmet medical need and then evaluate how to acquire royalties on therapies that we believe are attractive. We closely follow a broad range of therapeutic areas and treatment modalities and are therefore able to move quickly when we identify compelling opportunities to acquire new royalties. We believe that we have established ourselves as a partner of choice, extending from research institutions through small and mid-cap biotechnology companies to leading global biopharmaceutical companies. We believe our broad reach positions us to capitalize on the significant ongoing innovation across the biopharmaceutical ecosystem. The graphic below provides examples of the broad array of companies and institutions from which we have acquired royalties, and the leading therapies on which we have acquired royalties. The therapies shown reflect examples from our current portfolio as well as earlier acquisitions.

 

 

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We have a talented, long-tenured team with deep relevant experience. Our team has significant experience identifying, evaluating and acquiring royalties on biopharmaceutical therapies. Together they have been responsible for our $18 billion of acquisitions of biopharmaceutical royalties and related assets. In total, our team has over 100 years of experience investing in biopharmaceutical royalties. Our team comes from leading institutions such as Bank of America, Citi, Davis Polk & Wardwell, Evercore ISI, Gibson Dunn, Goodwin Procter, Goldman Sachs, J.P. Morgan, Lazard, McKinsey, Morgan Stanley, Sanofi and Wyeth Pharmaceuticals. Our team has an extensive network of relationships across pharmaceutical and biotech companies, universities, research institutions, and foundations which it uses to identify and source attractive acquisition opportunities. We believe the depth of our team’s expertise enables us to achieve continued success in the application of our differentiated business model.

Our Competitive Advantages

We believe that we have established a number of significant competitive advantages that will enable us to further advance our leadership position and our status as a partner of choice to the biopharmaceutical ecosystem.

We are the leader in acquiring biopharmaceutical royalties. Since 1996 there have been over 250 biopharmaceutical royalty transactions, representing an aggregate transaction value of approximately $36 billion of cash. We are the leader within the space, having executed transactions with an aggregate transaction value of

 

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$18 billion of cash. We estimate this to represent an estimated market share of more than 50% by value. This compares to our next nearest competitor, which we believe has executed $2.4 billion of transactions, which we estimate to represent market share of 7%. Over recent years, we have extended our market share relative to our competitors. Between 2004 and 2011 we executed transactions with an aggregate value of $5.1 billion of cash, representing market share of more than 40%. From 2012 through the first quarter of 2020, we executed over 25 transactions with an aggregate value of more than $13 billion of cash, representing market share of approximately 60%.

Given the scale of our business relative to our competitors, we have a particularly strong leadership position within large royalty transactions. Since 1996, there have been 13 transactions with an aggregate value of more than $500 million. We have executed 11 of the 13 royalty transactions, for a total aggregate transaction value of $13 billion of cash and estimated market share of more than 80%, in this transaction size range. The charts below show our market share since 1996 across all transaction sizes and in royalty transactions with an aggregate value of more than $500 million. As a long tenured pioneer in the royalty asset class and the clear market leader, we have established an unmatched level of experience and credibility that further enhances our ability to acquire royalties that provide exposure to leading biopharmaceutical therapies.

Royalty Market by Estimated Acquiror Share

 

 

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We have deep access to attractively priced investment grade debt that provides a significant cost of capital advantage. We believe that we have an attractive cost of capital that enables us to acquire high-quality biopharmaceutical royalties at competitive prices while still creating value for our shareholders. As of May 15, 2020, we had an aggregate of $6.0 billion of secured credit facilities in place with a blended cost of 1.8%, based on LIBOR. This compelling cost of debt is made possible by the significant scale and diversification of our business. We also have a well-established track record with banks and other institutional debt investors, having raised a total of $42.4 billion in the term loan markets since issuing our first rated term debt in 2007. Our successful history in the debt markets, which provides an important source of funding, gives us deep access to low cost capital. This funding source provides us with significant capacity for future acquisitions and provides the potential for significant ongoing shareholder value creation, by delivering shareholders returns in excess of our overall cost of capital. We believe it provides a meaningful competitive advantage relative to our peers.

We have a highly flexible business model that provides multiple avenues to sustain the growth of our royalty receipts. Our model allows us to invest across a wide range of parameters, including therapeutic area, treatment modality, development-stage and transaction structure. The majority of biopharmaceutical companies focus on a limited number of core therapeutic areas and treatment modalities where they have strong research

 

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and development expertise or an existing commercial presence. In contrast, our model is agnostic to both therapeutic area and treatment modality, and allows us to acquire royalties on the most innovative and high potential therapies across the biopharmaceutical industry, including multiple drugs per therapeutic class. In the early 2000’s, we first identified TNF inhibitors as an exciting class with enormous growth potential and later made investments in Humira, Remicade and Cimzia. This approach mirrors our acquisitions in other high growth opportunities, such as HIV (Biktarvy, Genvoya, Prezista, Truvada), multiple sclerosis (Tecfidera, Tysabri), diabetes (Farxiga, Janumet, Januvia, Onglyza), prostate cancer (Erleada, Xtandi) and migraine (Emgality, Nurtec ODT (rimegepant), vazegepant).

We acquire royalties in a number of ways including by acquiring existing royalties, acquiring new synthetic royalties and by funding R&D in exchange for future royalties. During the early years of our business, we focused our acquisitions on royalties in approved biopharmaceutical products. However, as we grew and diversified our business, we began acquiring royalties on development-stage product candidates that had demonstrated strong clinical proof of concept. These development-stage transactions have broadened our landscape of potential opportunities and have enabled us to acquire royalties in a less competitive environment where we are able to leverage our both our scientific expertise and financial strength. From 2012 through the first quarter of 2020, we acquired royalties on development-stage product candidates for a total transaction value of $6.1 billion. Products underlying $5.5 billion of these acquisitions have already been approved, leaving us with $0.6 billion of total cash transaction value associated with products that are still in development. In recent years, we have also increased the scope of our investments beyond royalties to include additional assets such as equity investments and the acquisition of businesses with significant royalty assets. Our broad scope maximizes our total addressable market and has allowed us to provide a broad range of solutions to our partners across the biopharmaceutical ecosystem.

 

 

 

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We seek to provide a “win-win” solution for our partners. In our transactions with our partners across the biopharmaceutical ecosystem, we aim to create favorable outcomes for all parties involved. We believe that our ability to provide mutually beneficial outcomes for our partners is important for the ongoing success of our business and for the maintenance of our leadership position within our industry. We believe that we are able to provide these favorable outcomes as a result of our flexible business model, which enables us to tailor our approach to match the specific needs of our partners. Examples of the benefits our transactions provide for our partners include:

 

   

Academic institutions, research hospitals and charitable foundations / not-for-profits: We provide monetization of significant royalty assets, which can facilitate the diversification of the endowments or asset portfolios of these institutions and/or provide funds for the support of ongoing scientific research or major capital projects.

 

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Biotech and other small/mid-cap companies: We provide non-dilutive and other forms of capital in exchange for existing or new synthetic royalties on approved products or development-stage product candidates, while allowing our partners to retain operational control of their therapies. This capital can be used for the ongoing development and/or commercialization of the product portfolios within these companies. We can provide financing at a scale that allows companies to accelerate development programs by conducting simultaneous clinical trials that would otherwise have been conducted sequentially due to financing constraints. We believe our capital can also provide valuable external validation for emerging companies.

 

   

Global biopharmaceutical companies: We provide non-dilutive capital to fund the development of specific products and/or indications. This capital often facilitates development activities that would not otherwise have taken place due to research budget constraints at these companies. In addition, we enable our partners to monetize non-strategic passive royalties, freeing up capital for core business reinvestment.

We have highly differentiated transaction capabilities. We have deep experience in royalty valuation, transaction structuring and transaction execution, as well as extensive knowledge across a wide range of therapeutic areas, drug classes and treatment modalities. We have established streamlined internal processes that allow us to quickly assess and gain conviction in the value of assets when opportunities arise and execute transactions efficiently. This enables us to provide our partners with a high degree of transaction certainty. We take a systematic approach to sourcing and monitoring opportunities, which enables us to efficiently identify potential new assets and to then move rapidly through discussions with partners. We often monitor therapeutic areas or specific products that we believe are attractive for many years in order to be positioned to act quickly when investment opportunities arise. As a result, we have been able to acquire royalties on many of the most attractive drug classes or therapeutic areas over the past three decades. For example, when we began discussions with the Cystic Fibrosis Foundation, in 2014 regarding the potential sale of its royalty on Vertex’s cystic fibrosis franchise, we were able to conduct diligence, negotiate terms, arrange $2.7 billion of financing and close the transaction in approximately four weeks due to the strength of our team and acquisition process. Building upon this extensive experience, in 2019, we reviewed more than 200 potential new royalty transactions and completed a total of seven of these. These figures reflect both our broad funnel of opportunities as well as the disciplined approach to capital deployment that we take when making new acquisitions.

Our Growth Strategies

We intend to grow our business by continuing to be a partner of choice to constituents across the biopharmaceutical value chain, extending our leadership position in biopharmaceutical royalties and continuing to expand our role funding innovation within the biopharmaceutical industry. The key elements of our growth strategy are summarized below.

Continue to acquire royalties on approved products which provide dependable cash flows. The biopharmaceutical industry is undergoing a period of strong growth and unprecedented innovation. This is reflected in the rate of new molecular entity and original biologic approvals by the FDA, which has increased from an average of approximately 23 per year during the period from 2000 to 2010 to 51 per year during the period from 2017 to 2019. We intend to capitalize on this innovation by continuing to acquire royalties on approved products, particularly those that are early in their life cycles, so that we can participate in the growth that is generated as they penetrate their markets, and enter new indications or geographies.

Acquire royalties on attractive development-stage product candidates in the late-stages of clinical development. We intend to continue to supplement our diverse portfolio of royalties on approved products with acquisitions of royalties on development-stage product candidates that have generated strong clinical proof of concept data. We seek to acquire royalties on innovative development-stage product candidates in the late-stages of clinical development, in order to minimize risk while providing attractive upside potential. There are a number of different approaches that we can utilize to acquire such royalties. We can collaborate directly with the

 

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innovator to acquire a new synthetic royalty, monetize an existing royalty held by an innovator that has out-licensed a development-stage product candidate, or provide capital to an innovator to co-fund clinical development of a development-stage product candidate in exchange for a share of future product sales, if approved. For example, our $300 million collaboration with Pfizer on their Phase III Ibrance program for the treatment of adjuvant breast cancer represents an opportunity to gain exposure to what we believe is one of the largest and most attractive oncology markets at a late and de-risked stage of clinical development. From 2012 through the first quarter of 2020, we acquired royalties on development-stage product candidates for a total transaction value of $6.1 billion of cash. Products underlying $5.5 billion of these acquisitions have already been approved, leaving us with $0.6 billion of total cash transaction value associated with products that are still in development. The significant proportion of our development-stage product candidate acquisitions which have already been approved reflects our ability to consistently identify development-stage product candidates with attractive risk-reward profiles.

Further expand our market opportunity by acquiring royalties in connection with M&A transactions. We acquire royalties in connection with M&A transactions, often from the buyers of biopharmaceutical companies when they dispose of the non-strategic assets of the target company following the closing of the acquisition. As a result of out-licensing or other transactions, many biopharmaceutical companies own royalties on approved therapies or development-stage product candidates. In biopharmaceutical acquisitions, the focus of an acquirer is typically on strategic assets over which the target has operational control, rather than on passive financial assets such as royalties, leading may acquirors of biopharmaceutical companies to dispose of the royalties acquired with the strategic asset. Over the past five years, there has been an average of more than $220 billion per year of biopharmaceutical merger and acquisition activity. We also seek to partner with biopharmaceutical companies to acquire other biopharmaceutical companies that own significant royalties. Given our significant financial resources, including our public equity currency, our deep experience in royalty acquisitions and our proven transaction capabilities, we believe that we are the ideal partner for strategic acquirers in such situations. We may also seek to acquire biopharmaceutical companies that have significant royalties or with products that could be out-licensed to create a royalty.

Continue to grow our network of partners, particularly outside the United States. Given the significant growth of the biopharmaceutical ecosystem globally, we are expanding our network of relationships with potential partners in regions outside the United States. Based on data from EvaluatePharma, we estimate that between 2015 and 2019, there were more than $300 billion in biopharmaceutical out-licensing transactions, where a value was disclosed, including approximately 50% or $150 billion involving licensors based outside the United States. This creates additional opportunities for us to partner with these licensors to acquire the royalties that typically result from such licensing transactions. Our recent multi-party transaction with Eisai and Epizyme, in which we acquired Eisai’s rights to worldwide, ex-Japan royalties on Tazverik, acquired Epizyme’s rights to Japan royalties on Tazverik and acquired publicly traded equity in Epizyme, highlights this opportunity.

Maintain our strong and cohesive company culture as we grow. We have a strong, collaborative and cohesive culture that we have established over the 23 years since our founding. Our culture is defined by a focus on team work, creativity and rigorous thought, as well as a commitment to funding innovation in the biopharmaceutical industry which ultimately seeks to improve the lives of patients. As we become a public company and embark on the next stage of our growth, we are committed to maintaining this culture as we believe it is critical to our ongoing success. We will also continue to recruit and develop talented team members who will supplement our existing employees.

Biopharmaceutical Industry Overview

Significant Industry Growth Supported by Unprecedented Innovation

The global biopharmaceutical industry is a large and growing market. Global prescription pharmaceutical sales are expected to grow from approximately $875 billion in 2019 to approximately $1.2 trillion in 2024,

 

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representing a CAGR of 7%, despite nearly $100 billion in cumulative sales being lost to expected patent expiries during the same period. The growth of the biopharmaceutical industry is driven by global, secular trends, including population growth, increasing life expectancy and the growth of the middle classes in emerging markets. The number of people in the world aged 60 or over will reach nearly 2.1 billion by 2050, according to projections by the United Nations, up from less than 1 billion today. Increasing economic affluence, coupled with healthcare reforms to expand access to medical treatments in key developing regions, is expected to increase demand for healthcare treatments and biopharmaceutical products. The chart below shows projected worldwide prescription drug sales between 2019 and 2024.

Projected Prescription Drug Sales 2019E – 2024E

 

 

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Source: EvaluatePharma

A dramatic acceleration of medical research in recent years has led to a better understanding of the molecular origins of disease and the identification of new potential targets for therapeutic intervention. This has created research and development opportunities for new drugs. Technological innovation has also led to the creation of new treatment modalities, including ribonucleic acid (“RNA”), based therapies, cell therapies and gene therapies that are expected to drive significant growth over the coming years. This innovation is supported by significant investment in research and development by a broad range of institutions, including the National Institutes of Health (“NIH”), universities and hospitals, biotechnology companies and large global biopharmaceutical companies. In total, an estimated $300 billion was invested in biopharmaceutical research and development in 2019, including approximately $200 billion by the biopharmaceutical industry and $100 billion in additional investments by government, academic and research institutions, including the NIH. The biopharmaceutical sector is the highest contributor to global R&D spend, contributing approximately 21% of global R&D, which is significantly higher than other industries, including computer hardware (17%), consumer discretionary (15%), industrials (10%), software (10%), semiconductors (9%), communication (8%) and materials (4%).

At the same time, the funding required to develop innovative new biopharmaceutical therapies has increased, with the average development cost of a newly-approved drug currently exceeding $1.4 billion. These development costs are putting pressure on the research budgets of the large global biopharmaceutical companies and increasing the level of funding required by development-stage biotechnology companies.

The significant pace of biopharmaceutical innovation and growing cost of drug development has been reflected in the level of capital markets activity that has been observed over recent years. Between 2015 and 2019, more than $170 billion has been raised by biotechnology companies in the U.S. public capital markets. This includes $21 billion raised by companies across more than 180 initial public offerings, reflecting an average of 36 IPOs of biotechnology companies per year over the last five years. By comparison, the technology sector has seen an average of approximately 34 IPOs annually, and no other sector has seen an average of 15 or more IPOs annually over the same period. There are now approximately 500 public biotechnology companies in the U.S. with a market capitalization of less than $20 billion.

 

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Increased innovation within the biopharmaceutical industry is also reflected in FDA approval rates, which have accelerated over recent years. FDA approvals reached an all-time high in 2018 with 59 novel drugs and biologics approved. Over the past 15 years, the average number of NDA and BLA approvals for novel small molecule and biologic drugs, also referred to as new molecular entities, or NMEs, has increased by approximately 40% over each five year period. Between 2015 and 2019, the average number of annual NME approvals was 44, up from 32 between 2010 and 2014 and 22 between 2005 and 2009. Additionally, the average number of total NDA and BLA approvals, which include both the approval of new therapies as well as the approval of new indications for already approved therapies, continues to grow with an average of 330 approvals annually between 2016 and 2018, an increase of approximately 50% compared to the period between 2000 and 2010.

The significant ongoing growth and capital needs of the biopharmaceutical market provides a substantial tailwind for our business. In addition to driving the growth of our addressable market, it is also significantly expanding the universe of potential partners with which we can make investments as well as increasing the total amount of capital required for the ongoing development of biopharmaceutical pipelines broadly. Given our leadership position within the biopharmaceutical royalty sector, we believe that we are well-positioned to continue to capitalize on these long-term growth trends.

The Role of Royalties in the Development of Biopharmaceuticals

The increasing complexity of drug development has changed the traditional model of the fully integrated pharmaceutical company which conducts all activities, from early-stage research, through clinical development, to commercialization, in-house. An industry model has emerged in which universities and other academic institutions focus on basic research and license technology to companies for further development. A biotechnology company may in-license technology from universities, add value through applied research and early-stage clinical development and then either commercialize the product, once approved, or out-license the enhanced technology or development-stage product candidate to a large biopharmaceutical company for late-stage clinical development and commercialization.

Royalties play a vital role in this decentralized model of drug discovery and development. When technologies, development-stage product candidates or approved therapies are transferred from one entity to another, a royalty is often created as compensation for the seller. A single drug can generate several royalties, reflecting the contributions of multiple stakeholders in the development process, including, for example, an academic inventor and a small biotechnology company that performed early scientific and development work for a drug that is ultimately commercialized by a multinational pharmaceutical company. The graphic below highlights the distributed model of drug development, and shows how multiple royalties can be created as potential new therapies move through the development value chain.

 

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Royalty Creation is Intrinsic To The Distributed Model of Drug Development

 

 

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The Creation of Synthetic Royalties

Biotechnology companies require large amounts of capital to fund their operations given the significant cost of drug development and commercialization. This capital has historically been raised in the form of private and public equity, as well as convertible debt for later stage companies. Alternatively, companies have out-licensed their assets in order to secure funding in the form of upfront payments and other consideration from partners. However, equity capital has a number of drawbacks, including shareholder dilution, inconsistent availability due to the volatility of the public markets, limited scale and high cost. In addition, the out-licensing of assets to raise capital leads to a loss of operational control of the associated assets.

This significant need for capital, coupled with a frequent preference to retain ownership and operational control of key assets, has increasingly led to biotechnology companies raising capital by creating and selling royalties on existing products within their portfolios, known as synthetic royalties. This form of capital raising provides companies with a number of advantages over traditional sources of funding, including a lack of shareholder dilution, a lower cost relative to equity capital, and the ability to maintain operational control of assets. While synthetic royalties have historically been a limited contributor to overall biotechnology capital raising, we believe they have become a topic of significant interest to the boards and management teams of many biotechnology companies. As a result, we believe that synthetic royalties are emerging as a major source of capital for biopharmaceutical companies and will be an important driver of our growth over the coming years.

The Opportunity for Royalty Pharma across the Biopharmaceutical Ecosystem

We are able to capitalize on the growing volumes of royalties that are created as new therapies move through the drug development value chain. We are also able to provide tailored solutions to the specific needs of the parties within the biopharmaceutical ecosystem. These parties include:

 

   

Academic Institutions, Research Hospitals and Not-for-Profits—Academia has long been a source of innovation for the biopharmaceutical industry, conducting basic research which results in new technologies that are licensed to companies for further development. As a result, these institutions often receive royalties on development-stage product candidates or approved products. If these therapies are, or are expected to be, highly successful, these royalties can grow to represent a significant portion of an

 

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institution’s total assets. These institutions therefore often look to monetize such royalties in order to facilitate the diversification of their asset portfolios and/or to provide funds for the support of ongoing scientific research or major capital projects.

 

   

Small and Mid-Sized Biotechnology Companies—Companies within the biopharmaceutical industry continue to require significant capital to fund research, develop pipelines and commercialize products. For example, unprofitable publicly listed U.S. biotechnology companies are expected to require a total of greater than $70 billion in capital over the next three years. While equity has historically been the primary capital source for cash flow negative biotechnology companies, this source of capital is expensive, particularly if a company believes their equity does not reflect the true future prospects of their business. In addition, companies may not be able to access the full funding required for their development programs in a single equity offering, which can lead to a financing overhang and/or the staging of clinical programs to match available capital. As a result, royalty financing is emerging as an important source of non-dilutive financing.

 

   

Global Biopharmaceutical Companies—Given the increasing cost of developing new therapies, large global biopharmaceutical companies face significant pressures in managing their research budgets while at the same time investing in new therapies that will address patient needs and grow their revenues. As a result, these companies will grant economics such as synthetic royalties in exchange for sharing the cost of a clinical trial, efficiently managing R&D expense. In addition, as a result of acquisitions and other transaction activities, large biopharmaceutical companies often end up owning passive royalties on therapies being developed or commercialized by other parties. These royalties are typically viewed as non-strategic financial assets that can be monetized to provide funds that can be redeployed for other strategic activities.

Our Approach

We are a leading funder of innovation across the biopharmaceutical industry and the partner of choice for royalty collaborations. Our approach is to first assess innovative science in areas of significant unmet medical need and then evaluate how to acquire royalties on therapies that we believe are attractive.

We have a strong base of institutional knowledge of important therapeutic areas and key industry trends. Our team of scientific experts actively monitors the evolving treatment landscape across many therapeutic areas and treatment modalities in order to identify new opportunities. We analyze a wide range of scientific data and stay in constant communication with leading physicians, scientists, biopharmaceutical executives and venture capital firms. This allows us to quickly assess and gain conviction in the value of assets when acquisition opportunities arise.

We take a disciplined approach in assessing opportunities and seek to acquire exposure to therapies based on the following key product characteristics:

 

   

Clinically validated: therapies that have received regulatory approval or have strong clinical proof-of-concept data that gives us confidence in the clinical and commercial profile.

 

   

High unmet need: therapies that address areas of significant unmet medical need that also represent large commercial opportunities.

 

   

Significant benefits to patients: therapies that have potential to disrupt or significantly enhance the treatment paradigm for patients and physicians based on compelling clinical data.

 

   

Unique competitive positioning: therapies that are well-positioned to be leaders in their respective categories and are expected to maintain a competitive advantage in the long-term.

 

   

Growth potential: therapies where we see strong long-term potential, based on our in-depth evaluation and in-house expertise.

 

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Strong marketer: therapies marketed by biopharmaceutical companies that have the resources, capabilities and commitment to successfully develop them and maximize their commercial potential.

 

   

IP: therapies that have strong patent portfolios and offer durable, long-term cash flows.

 

   

Attractive value proposition: therapies that we believe provide value-add to the healthcare system.

Our focus is to create significant long-term value for our shareholders by acquiring both approved and development-stage product candidates through a variety of structures. In evaluating these acquisition opportunities, we focus on the following financial characteristics:

 

   

Long duration cash flows: we prioritize long-duration assets over short-duration assets that may boost near-term financial performance. The durability of our cash flows also allows us to add leverage to our portfolio, enhancing returns and providing capital that we can use to acquire additional assets.

 

   

Attractive risk-adjusted returns: we focus on generating attractive returns on our investments on a risk-adjusted basis. We do not target the same return for all assets and evaluate opportunities across the risk spectrum.

 

   

Growth and scale: we seek assets that are accretive to our long-term growth profile and additive to our overall scale.

We conduct extensive due diligence when evaluating potential new opportunities. We have end-to-end capabilities that span clinical and commercial analysis, valuation and transaction structuring. We have a highly focused and experienced team that conducts proprietary primary market research, forms its own views on the clinical and commercial outlook for the product, and builds its own financial models, allowing us to generate direct insights and allowing us to take significant accountability and ownership for our investments. We invest significant time and resources across all levels of the organization, including senior leadership, in the evaluation of potential opportunities.

Classification of Our Royalty Acquisitions

Royalty Acquisitions by Approval Status

We classify our royalty acquisitions by the approval status of the therapy at the time of acquisition:

 

   

Approved Products—We acquire royalties in approved products that generate predictable cash flows and may offer upside potential from unapproved indications. Since inception in 1996 and through 2019, we have deployed $12 billion of cash to acquire royalties on approved products. From 2012 through 2019, we acquired $7.0 billion of royalties on approved products.

 

   

Development-Stage Product Candidates—We acquire royalties on development-stage product candidates that have demonstrated strong clinical proof of concept. From 2012 through 2019, when we began acquiring development-stage product candidates, we have deployed $6.1 billion of cash to acquire royalties on development-stage product candidates.

While we classify our acquisitions in these two broad segments, several of our acquisitions of royalties on approved products were driven by the long-term potential of these products in other, unapproved indications. For example, when we first acquired our royalty asset in Humira in 2006, we classified it as an approved investment. At the time, it was approved for the treatment of rheumatoid arthritis, psoriatic arthritis and ankylosing spondylitis and was generating approximately $2 billion in global sales. Since then, Humira has been approved for many other indications and achieved global sales of over $20 billion in 2018.

Similarly, some of our royalty acquisitions in development-stage product candidates are for products that are approved in other indications. For example, when we acquired the cystic fibrosis franchise for $3.3 billion in 2014, the only approved product was Kalydeco, which was only approved for use in approximately 5% of cystic

 

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fibrosis patients and sold approximately $370 million in 2013. Given that the vast majority of the value of our investment was attributable to development-stage product candidates, we classified this as a development-stage product candidate acquisition. Since 2014, three other combination products have been approved, and now the cystic fibrosis franchise addresses approximately 90% of cystic fibrosis patients. In 2019, the cystic fibrosis franchise generated total revenues of $4.0 billion and is expected to generate more than $8.9 billion in 2024.

Royalty Acquisition by Structure

We acquire royalties in a variety of ways that can be tailored to the needs of our partners. We classify our acquisitions according to the following structures.

 

   

Third-party Royalties—A royalty is the contractual right to a percentage of top-line sales from a licensee’s use of a product, technology or intellectual property. The majority of our current portfolio consists of royalties that had been previously created by other parties prior to our acquisition. Examples of our key growth products that were acquired through third party royalties include the cystic fibrosis franchise, the HIV franchise, Xtandi, Promacta and Crysvita.

 

   

Synthetic / Hybrid Royalties—A synthetic royalty is the contractual right to a percentage of topline sales created by the developer and/or marketer of a therapy in exchange for funding. In many of our synthetic royalty acquisitions, we also make investments in the equity of the company, where the main value driver of the company is the product on which we concurrently acquired a royalty. Examples of our key growth products that were acquired through synthetic / hybrid royalties include Tazverik, Nurtec, Trodelvy, and omecamtiv mecarbil.

 

   

R&D Funding—We fund R&D, typically for large biopharmaceutical companies, in exchange for future royalties and/or milestones if the product or indication we are funding is approved. Examples of our products that were acquired through R&D Funding include Ibrance for the adjuvant treatment of breast cancer and Soliqua.

 

   

M&A—We acquire royalties in connection with M&A transactions, often from the buyers of biopharmaceutical companies when they dispose of the non-strategic assets of the target company following the closing of the acquisition. We also seek to partner with companies to acquire other biopharmaceutical companies that own significant royalties. We may also seek to acquire biopharmaceutical companies that have significant royalties or where we can create royalties in subsequent transactions. Examples of our key growth products that were acquired in connection with M&A transactions include Tysabri, Imbruvica, and Januvia/Janumet.

 

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Annual Royalty Acquisitions Made Over Time

Since inception in 1996 through 2019, we have deployed cash to acquire a total of $18 billion in biopharmaceutical royalties, representing more than 50% of all royalty-based acquisitions. From 2012 through 2019, we acquired $13.0 billion in royalties and related assets, with annual cash investment ranging from a low of $458.2 million in 2015 to a high of $3.9 billion in 2014. This reflects an average of $1.6 billion of new royalty acquisitions per year. While our investment pace is uneven from year to year due to the unpredictable timing of new royalty acquisition opportunities, we have consistently invested significant amounts of cash when measured over multi-year periods. Our approach is rooted in a highly disciplined evaluation process that is not driven by a minimum annual capital deployment threshold. For example, in 2018, we invested $839 million in cash for royalties of and finished the year with $1.9 billion in cash. In 2019, we invested $2.3 billion in cash for royalties and finished the year with $283.7 million in cash. Being patient and selective is a hallmark of our disciplined investment process and a key driver of our success.

Annual Cash Deployed For Royalty Acquisitions From 2012 Through 2019

 

 

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Summary of 2017 - 2019 Royalty Acquisition Activity

In 2019, we deployed $2.3 billion of cash and acquired royalties on therapies and development-stage product candidates including Crysvita from Ultragenyx, Tazverik from Eisai and Epizyme, Promacta from Ligand, Emgality from Atlas Ventures and Orbimed and Erleada from the Regents of the University of California.

In 2018, we deployed $0.8 billion of cash and acquired royalties on therapies and development-stage product candidates including the Lixisenatide franchise from Zealand Pharma, Nurtec ODT and vazegepant from Biohaven and Trodelvy from Immunomedics. Additionally, in connection with the royalty acquisitions, we made equity investments in Biohaven and Immunomedics.

In 2017, we deployed $2.4 billion of cash and acquired royalties on therapies and development-stage candidates including Tysabri from Perrigo, omecamtiv mecarbil from Cytokinetics and Onglyza, Farxiga and related diabetes therapies marketed by AstraZeneca from Bristol Myers Squibb. Additionally, in connection with the acquisition of royalties on omecamtiv mecarbil, we made an equity investment in Cytokinetics.

Select Examples of Our Royalty Acquisitions

We have a consistent and long-standing track record of identifying and acquiring royalties on market-leading therapies, at significant scale and under accelerated timelines. We believe that we differentiate ourselves by offering creative and customized transaction structures that benefit all counterparties. The following are select

 

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examples across various times in our history which demonstrate our ability to navigate scale, speed and complexity in multiple transaction scenarios:

Acquisition of the Cystic Fibrosis Foundation’s Royalty Asset on Vertex Pharmaceuticals’ Cystic Fibrosis Franchise

In November 2014, we acquired the Cystic Fibrosis Foundation’s royalties on worldwide sales of Vertex’s cystic fibrosis franchise for $3.3 billion. Vertex’s cystic fibrosis franchise is comprised of a combination of therapies that now address approximately 90% of patients with the disease. The Cystic Fibrosis Foundation (“CFF”) played an integral role in the funding of research for this portfolio and, in turn, was entitled to a royalty on worldwide sales of certain cystic fibrosis (“CF”) therapies developed by Vertex. We first invested in CF in 1999 when we acquired a royalty on Novartis’ TOBI, an inhalable antibiotic. Over the following decade, we closely tracked developments in the space while fostering an active dialogue with key stakeholders, including the CFF given its leadership role in early-stage clinical funding for CF therapies. In 2008, when Vertex’s first CF therapy (Kalydeco) achieved promising initial Phase II data, we approached the CFF to discuss their royalty asset. Although discussions did not progress, we continued to closely monitor developments in the CF clinical landscape and more specifically on Vertex’s portfolio while also maintaining an active dialogue with the CFF. In 2014, after positive Phase III data for another Vertex CF therapy (Orkambi), we again engaged with the CFF.

In 2014, the vast majority of the value of the CFF’s royalty was attributable to development-stage product candidates in Vertex’s CF pipeline. In addition, the CFF had entered into two prior capped royalty transactions that meant that the CFF was entitled to no cash flow from its royalty for two years and only modest cash flow in years three and four. Acquiring and financing the CFF royalty transaction would have been very challenging for any counterparty that did not have our level of financial resources and experience. Based on our experience and prior relationship with the foundation, we believed that we had a strong understanding of the CFF’s objectives and concerns for a potential transaction. Based on this, we structured a transaction to allow for the CFF to share in future upside above a specified sales threshold.

Our deep understanding of the CF market and of the development-stage product candidates in Vertex’s portfolio allowed us to gain high conviction about executing a transaction of this unprecedented scale, for an asset with no cash flow and significant clinical, regulatory and commercial risk remaining, all within a short execution window. At the time of the deal, the $3.3 billion transaction was approximately four times the size of our largest royalty transaction to date and more than 10 times larger than any individual royalty transaction executed by one of our competitors. We were able to quickly agree on terms with the CFF, and our deep capital markets experience allowed us to secure a $2.7 billion loan that enabled us to close the acquisition in a matter of weeks. Our unparalleled scale and execution experience in the royalty sector, coupled with our rigorous, but streamlined, internal processes enabled us to provide the CFF with a high degree of deal certainty despite the complexities of the transaction.

The liquidity provided by our transaction enabled the CFF to expand its efforts to develop new lifesaving therapies, ensure that the best possible care and patient programs are available for patients with CF and their families, and pursue new opportunities to one day develop a lifelong, permanent cure for the disease. Research and medical funding at the organization has more than doubled over the past seven years from $87 million in 2012 to approximately $220 million in 2019, with the number of research awards and supported CF clinical trials also more than doubling over the same period. These grants were used to fund 64 clinical trials in 2019, up from 28 in 2012. Since our royalty acquisition in 2014 when only Kalydeco was approved, three more royalty-bearing products in Vertex’s portfolio have been approved (Orkambi, Symdeko and Trikafta), expanding the eligible CF population for Vertex therapies from approximately 5% of patients to approximately 90% of patients today, and extending the estimated duration of our royalties through 2037, 23 years after our initial royalty acquisition.

 

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Three-Way Royalty and Equity Transaction with Epizyme and Eisai Relating to Tazverik

In November 2019, we acquired Eisai’s royalties on future worldwide sales of Epizyme’s oral EZH2 inhibitor, Tazverik, outside Japan for a total of up to $330 million. Concurrently, we paid $100 million to Epizyme in exchange for Epizyme common stock, Epizyme’s royalty on sales of Tazverik in Japan payable by Eisai, and warrants to purchase $50 million of additional common stock. We also lowered Epizyme’s royalty on Tazverik above certain sales thresholds and granted Epizyme a put option to sell an additional $50 million of common stock to us, which it has since exercised. In connection with the transaction, our CEO joined the Board of Directors at Epizyme. We believe that Tazverik, which was approved by the FDA for epithelioid sarcoma in January 2020, has the potential to be an important therapy in multiple types of cancer.

Due to a previous licensing agreement, Epizyme owed a royalty to Eisai on worldwide sales of Tazverik outside of Japan, and received a royalty from Eisai on future Japan sales. Having access to detailed due diligence on Tazverik from our Epizyme equity transaction greatly facilitated our purchase of Eisai’s royalty. We structured the purchase of its Tazverik royalty as an upfront payment of $110 million, plus up to an additional $220 million upon FDA approval for certain indications.

We believe that this transaction demonstrates our differentiated ability to access attractive opportunities from our network and create innovative structures to meet the needs of multiple stakeholders. Our access to in-depth due diligence at Epizyme gave us a high level of conviction to purchase a royalty asset in Tazverik ahead of FDA approval and common equity of Epizyme. Our creative transaction structure provided “win-win” solutions for both Eisai and Epizyme. We facilitated Eisai’s monetization of a passive financial asset and we helped Epizyme lower the royalty owed on sales of Tazverik, while supporting their clinical and commercial investments. In turn, we gained unique exposure to a first-in-class therapy with blockbuster sales potential via multiple royalties and an equity investment.

Acquisition of Memorial Sloan-Kettering Cancer Center’s Neupogen/Neulasta Royalty

In 2004 and 2005, we acquired Memorial Sloan-Kettering Cancer Center’s (“MSKCC”) royalty asset in Amgen’s Neupogen/Neulasta, a stimulant of white blood cell production that is used to reduce the risk of infection for cancer patients receiving various forms of chemotherapy, for a total of $405 million. These blockbuster marketed therapies were in the early stages of a transition from Neupogen to the longer-lasting version, Neulasta. MSKCC is a leading cancer research center, and at the time was preparing to expand its footprint and build the largest research center in New York City. However, the illiquid Neupogen/Neulasta royalty asset relative to MSKCC’s total endowment represented a significant percentage of total endowment assets. Under the agreements with Royalty Pharma, MSKCC sold 80% of its interest in U.S., European and certain other foreign royalties across two separate transactions for upfront cash payments totaling $405 million, which provided the organization access to the capital required to build the new facility. In addition, as part of the agreement, MSKCC made an equity investment in Royalty Pharma and remains an equity investor 15 years later.

Through our creative and customized transaction structuring, MSKCC received immediate cash to fund a significant capital project to benefit patients, retained some exposure to Neupogen/Neulasta’s commercial performance, and became an investor in Royalty Pharma, giving MSKCC exposure to a diversified portfolio of market-leading therapies that would provide it with ongoing cash flows for more than 20 years after the Neupogen/Neulasta royalties expired. We added a market-leading cancer treatment to our portfolio and added a prominent industry participant as an investor in our Company.

Our Portfolio

We believe that we have established ourselves as a partner of choice across the entire biopharmaceutical ecosystem, collaborating with a wide array of institutions to fund innovation. Our current portfolio includes more than 45 commercial products and four development-stage product candidates.

 

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Commercial Products

The key royalties in our portfolio related to marketed products include the ones listed below. Descriptions of estimated royalty expiration dates are based on management’s estimated patent expiry dates (which may include estimated patent term extensions) or estimates of the dates on which the royalties otherwise expire and are based on each product’s key geographies; duration may differ in other geographies. Royalty expiration dates can change due to patent, regulatory, commercial or other developments. In addition, the royalties in our portfolio are subject to the underlying contractual agreements from which they arise and may be subject to reductions or other adjustments in accordance with the terms of such agreements.

Cystic fibrosis franchise

Our cystic fibrosis franchise consists of our right to receive royalty payments on the sale of various products marketed by Vertex Pharmaceuticals for use in the treatment of cystic fibrosis, including Kalydeco (ivacaftor), Orkambi (lumacaftor and ivacaftor), Symdeko (tezacaftor and ivacaftor) and Trikafta (elexacaftor/ivacaftor/tezacaftor). In October 2019, Trikafta received FDA approval for the treatment of cystic fibrosis in people ages 12 years and older who have an F508del mutation. Trikafta is also currently under review by the EMA. Together, Vertex’s cystic fibrosis franchise represents the leading treatments for cystic fibrosis, providing a treatment option for approximately 90% of cystic fibrosis patients.

We added the cystic fibrosis franchise to our portfolio in November 2014. We estimate that our royalties on Kalydeco will expire in 2027, on Orkambi will expire in 2030, on Symdeko will expire in 2031-2033 and on Trikafta will expire in 2037. Total global end market sales for our cystic fibrosis franchise during 2019 were approximately $4.0 billion and we generated $425 million in related royalty receipts over the same period. Global end market sales of the cystic fibrosis franchise are projected to grow to approximately $8.9 billion in 2024, according to EvaluatePharma.

Tysabri

Tysabri (natalizumab) is a monoclonal antibody marketed by Biogen for the treatment of relapsing forms of multiple sclerosis, including clinically isolated syndrome, relapsing-remitting disease and active secondary progressive disease. Tysabri competes in the high efficacy segment of the multiple sclerosis market, often reserved for patients with aggressive disease at onset and patients who have failed front-line therapies.

We added Tysabri to our portfolio in February 2017. Our right to receive royalties is perpetual. Total global end market sales for Tysabri during 2019 were approximately $1.9 billion and we generated $333 million in related royalty receipts over the same period. Global end market sales of Tysabri are projected to be approximately $1.6 billion in 2024, according to EvaluatePharma.

Imbruvica

Imbruvica (ibrutinib) is a small molecule Bruton’s tyrosine kinase inhibitor marketed by AbbVie and Janssen / Johnson & Johnson that is approved for the treatment of various B-cell cancers, including chronic lymphocytic leukemia (“CLL”), mantle cell lymphoma, Waldenstrom macroglobulinemia (a type of non-Hodgkin lymphoma) and marginal zone lymphoma, as well as the treatment of chronic graft-versus-host disease. Imbruvica is being studied in additional ongoing trials, with a recent sNDA filed to expand the label to include the combination with Rituxan (rituximab) for first-line treatment of patients with CLL who are 70 years old or younger.

We added Imbruvica to our portfolio in July 2013. We estimate that our royalties will expire in 2027-2029. Total global end market sales for Imbruvica during 2019 were $5.7 billion and we generated $271 million in related royalty receipts over the same period. Global end market sales of Imbruvica are projected to grow to approximately $10.0 billion in 2024, according to EvaluatePharma.

 

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HIV franchise

Our HIV franchise consists of our right to receive royalty payments on the sale of various products, including Atripla, Biktarvy, Complera, Descovy, Emtriva, Genvoya, Odefsey, Stribild, Symtuza and Truvada, which have been approved for the treatment and prevention of human immunodeficiency virus infection and acquired immune deficiency syndrome (HIV). Gilead is the marketer for the products in our HIV franchise.

We added the HIV franchise to our portfolio starting in July 2005. We estimate that our royalties will expire in 2021. Total global end market sales for the products in our HIV franchise during 2019 were approximately $16.4 billion and we generated $263 million in related royalty receipts over the same period.

Januvia, Janumet, other DPP-IVs

Our interests in DPP-IV inhibitors consist of our right to receive royalty payments on the sale of various products, including Januvia (sitagliptin) / Janumet (sitagliptin and metformin); Onglyza (saxagliptin) / Kombiglyze (saxagliptin and metformin); Qtern (dapagliflozin and saxagliptin); Galvus (vildagliptin) / Eucreas (vildagliptin and metformin); Tradjenta (linagliptin) / Jentadueto (linagliptin and metformin); and Nesina (alogliptin), which have been approved for the treatment of Type 2 diabetics in substitution of, or in addition to, insulin therapy. Merck is the marketer for Januvia / Janumet; AstraZeneca is the marketer for Onglyza / Kombiglyze; AstraZeneca is the marketer of Qtern; Novartis is the marketer for Galvus / Eucreas; Boehringer Ingelheim and Eli Lilly are the marketers for Tradjenta / Jentadueto; and Takeda is the marketer for Oseni, Kazano and Nesina.

We added the DPP-IV inhibitors to our portfolio in June 2011. Our royalties on Januvia and Janumet will expire in 2022 and we estimate that our royalties on the other DPP IVs will expire in 2020-2022. Total global end market sales for the DPP-IV inhibitors during 2019 were approximately $10.7 billion and we generated $143 million in related royalty receipts over the same period.

Xtandi

Xtandi (enzalutamide) is an oral, small molecule androgen receptor inhibitor marketed by Pfizer and Astellas for the treatment of prostate cancer. Xtandi was approved in 2012 for metastatic prostate cancer patients who failed chemotherapy, in 2014 for the treatment of pre-chemotherapy metastatic prostate cancer, in 2018 for the treatment of non-metastatic prostate cancer and in 2019 for the treatment of metastatic castration-sensitive prostate cancer. Xtandi is under review by the EMA for the treatment of patients with hormone-sensitive metastatic prostate cancer. Additionally, Xtandi is currently undergoing a Phase III trial for the treatment of patients with biochemically-recurrent high-risk non-metastatic hormone-sensitive prostate cancer with data expected in 2020.

We added Xtandi to our portfolio in March 2016. We estimate that our royalties will expire in 2027-2028. Total global end market sales for Xtandi during 2019 were approximately $4.3 billion and we generated $120 million in related royalty receipts over the same period. Global end market sales of Xtandi are projected to grow to approximately $4.8 billion in 2024, according to EvaluatePharma.

Promacta

Promacta is an oral, small molecule activator of the thrombopoietin receptor used to increase the number of platelets in the blood, marketed by Novartis for the treatment of chronic immune thrombocytopenia and aplastic anemia.

We added Promacta to our portfolio in March 2019. We estimate that our royalties will expire in 2025-2027. Total global end market sales for Promacta during 2019 were approximately $1.4 billion and we generated $86 million in related royalty receipts over the same period. Global end market sales of Promacta are projected to be approximately $1.0 billion in 2024, according to EvaluatePharma.

 

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Tazverik

Tazverik (tazemetostat) is a first-in-class, oral EZH2 inhibitor marketed by Epizyme approved for the treatment of epithelioid sarcoma. Tazverik was approved for the treatment of epithelioid sarcoma in the United States in January 2020. Tazverik is also being studied in additional ongoing trials, with a recent NDA filed to expand the label to include the treatment of patients with relapsed or refractory follicular lymphoma. The FDA has set a PDUFA target action date of June 18, 2020 for this indication.

We added Tazverik to our portfolio in November 2019. We estimate that our royalties will expire in 2034-2036. Global end market sales of Tazverik are projected to grow to approximately $0.6 billion in 2024, according to EvaluatePharma.

Crysvita

Crysvita (burosumab) is a monoclonal antibody against fibroblast growth factor 23 marketed by Ultragenyx and Kyowa Kirin that is approved for the treatment of X-linked hypophosphatemia (“XLH”), a rare genetic orphan disease that impacts bone development in adults and children.

We added a royalty on Crysvita sales in Europe to our portfolio in December 2019. Our royalties expire when we receive aggregate royalties equal to 1.9 times our purchase price if that happens prior to December 31, 2030, and otherwise when we receive aggregate royalties of 2.5 times our purchase price. We estimate that our royalties will expire in 2033-2036. Total global end market sales for Crysvita during 2019 were approximately $304 million. Global end market sales of Crysvita are projected to grow to approximately $1.2 billion in 2024, according to EvaluatePharma.

Nurtec ODT

Nurtec ODT is an oral, small molecule calcitonin gene-related peptide (“CGRP”) receptor antagonist marketed by Biohaven Pharmaceuticals for the acute treatment of migraine. Nurtec ODT is also currently undergoing a Phase III trial for the prevention of migraine, with data expected in the first quarter of 2020.

We added Nurtec ODT to our portfolio in June 2018. We estimate that our royalties will expire in 2034-2036. Global end market sales of Nurtec ODT are projected to grow to approximately $0.9 billion in 2024, according to EvaluatePharma.

Trodelvy (sacituzumab govitecan-hziy)

Trodelvy (sacituzumab govitecan-hziy) is a novel, first-in-class antibody-drug conjugate for various solid cancers, including metastatic triple-negative breast cancer.

We added Trodelvy (sacituzumab govitecan-hziy) to our portfolio in January 2018. Our right to receive royalties is perpetual. Global end market sales of sacituzumab govitecan are expected to grow to approximately $1.4 billion in 2024, according to EvaluatePharma.

Development-Stage Product Candidates

The key royalties and other related assets in our portfolio are based on the following development-stage product candidates. These development-stage product candidates have not yet been approved, and therefore have not generated any royalties (and we have not generated any related royalty receipts) to date.

Ibrance

Ibrance (palbociclib) is an oral, small molecule cyclin-dependent kinase 4/6, inhibitor marketed by Pfizer. Ibrance was approved by the FDA in 2015 for the treatment of metastatic hormone receptor positive breast cancer. Two related Phase III trials are ongoing, PENELOPE-B and PALLAS, with data expected in late 2020 and early 2021, respectively.

 

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In January 2016, we partnered with Pfizer to provide up to $300 million in funding for the ongoing Phase III clinical trials of Ibrance for the adjuvant treatment of breast cancer. If successful and upon approval of Ibrance in the United States or certain major markets in the European Union for the indication based on the applicable clinical trials, we will be entitled to receive a combination of approval-based fixed milestone payments up to $250 million dependent upon results of the clinical trials and royalties on certain Ibrance sales. We estimate that our royalties will expire in 2027. Global end market sales of Ibrance are expected to grow to approximately $9.4 billion in 2024, according to EvaluatePharma.

Vazegepant

Vazegepant is an intranasal, small molecule CGRP receptor antagonist in clinical development by Biohaven Pharmaceuticals for the acute treatment and prevention of migraine. Vazegepant reported positive top-line results in a pivotal Phase 2/3 study for the acute treatment of migraine in December 2019 and Biohaven announced in March 2020 that vazegepant will advance into a Phase 3 clinical trial.

We added vazegepant to our portfolio in June 2018. We estimate that our royalties will expire in 2034-2036.

Omecamtiv mecarbil

Omecamtiv mecarbil is an oral, small molecule cardiac myosin activator in Phase III clinical development by Amgen and Cytokinetics for the treatment of heart failure with reduced ejection fraction. Omecamtiv mecarbil is the subject of a comprehensive Phase III clinical trials program comprised of GALACTIC-HF, a large, Phase III global cardiovascular outcomes study, and METEORIC-HF, a Phase III clinical trial designed to evaluate the effect of treatment with omecamtiv mecarbil compared to placebo on exercise capacity. Omecamtiv mecarbil is expected to be approved in the United States in 2022.

We added omecamtiv mecarbil to our portfolio in 2017. We estimate that our royalties will expire in 2032-2033.

PT027

PT027 is an investigational fixed dose combination of the inhaled corticosteroid, budesonide, and albuterol, a short-acting beta-2 agonist for the treatment of asthma.

In 2018, we agreed to fund up to approximately $105 million over multiple years to fund a portion of the costs for Phase III clinical trials of Avillion II, who simultaneously entered into a co-development agreement with AstraZeneca to advance PT027 through a global clinical development program in exchange for a series of deferred payments and success-based milestones.

 

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The table below provides a summary of the estimated royalty expiration and the royalty rates for our key products:

 

Product

 

Estimated Royalty Expiration(1)

  

Royalty Rate(5)

Cystic fibrosis franchise   2037(2)    For combination therapies, sales are allocated equally to each of the active pharmaceutical ingredients; tiered royalty ranging from single digit to sub-teen percentages on annual worldwide net sales of ivacaftor, lumacaftor and tezacaftor, and mid-single digit percentages on annual worldwide net sales of elexacaftor; 50% of royalties on annual worldwide net sales above $5.8 billion are shared with the Cystic Fibrosis Foundation
Tysabri   Perpetual    Contingent payments of 18% on annual worldwide net sales up to $2.0 billion and 25% on annual worldwide net sales above $2.0 billion
Imbruvica   2027-2029    Tiered royalties in the mid-single digits on annual worldwide net sales
HIV franchise   2021(3)    Royalties in the single digit percentages on annual worldwide net sales varying by product depending on contribution of emtricitabine to the total
Januvia and Janumet   2022    Royalties in the low single digit percentages on annual worldwide net sales
Xtandi   2027-2028    Royalties slightly less than 4% on annual worldwide net sales
Promacta   2025-2027    Tiered royalty ranging from 4.7% to 9.4% on annual worldwide net sales
Tazverik   2034-2036    Royalties in the mid-teen percentages on annual worldwide net sales, stepping down on annual worldwide net sales above certain sales thresholds
Crysvita   2033-2036(4)    10% royalty on EU, UK and Switzerland annual worldwide net sales
Ibrance   2027    Royalties in the mid-single digits on certain net sales of lbrance upon approval in the US or certain EU markets for adjuvant HR+ breast cancer

Trodelvy (sacituzumab

govitecan-hziy)

  Perpetual    4.15% royalty on annual worldwide net sales up to $2 billion, declining stepwise based on sales tiers to 1.75% on annual worldwide net sales above $6 billion

Nurtec ODT (rimegepant)

and Vazegepant

  2034-2036    2.1% royalty on annual worldwide net sales up to $1.5 billion; 1.5% royalty on annual worldwide net sales above $1.5 billion
Omecamtiv mecarbil   2032-2033    4.5% royalty on annual worldwide net sales
PT027   2030(6)    Tiered royalties in the low-single digits on annual worldwide net sales (7)

 

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(1)

Dates shown are based on management’s estimated patent expiry dates (which may include estimated patent term extensions) or estimates of the dates on which the royalties otherwise expire and are based on each product’s key geographies; duration may differ in other geographies. Royalty expiration dates can change due to patent, regulatory, commercial or other developments.

(2)

Year shown represents Trikafta; estimated royalty expiration for Kalydeco is 2027, for Orkambi is 2030, and for Symdeko is 2031-2033.

(3)

Represents the patent expiration date in the United States, as patents outside the United States have expired.

(4)

Royalties expire when we receive aggregate royalties equal to 1.9 times our purchase price if that happens prior to December 31, 2030, and otherwise when we receive aggregate royalties of 2.5 times our purchase price.

(5)

The royalties in our portfolio are subject to the underlying contractual agreements from which they arise and may be subject to reductions or other adjustments in accordance with the terms of such agreements.

(6)

AstraZeneca is entitled to certain buyout rights which, if exercised, would result in earlier expiration.

(7)

Represents the portion of the royalties owed to Avillion II attributable to our minority ownership stake in Avillion II.

There can be no assurance that patents covering the products generating our royalties will expire when expected. Any reduction in the expected patent term or any other expected period in which we are entitled to receive royalties may have a material adverse impact on our financial condition and results of operation. See “Risk Factors—Risks Relating to Our Business” for further information.

Our History

Our business was founded in 1996 by Pablo Legorreta, a pioneer in the funding of innovation in the biopharmaceutical sector. Since our inception, Royalty Pharma has been a leader in establishing royalties as a new asset class within the biopharmaceutical sector. Over the 24 years of our history, we have acquired a total of $18 billion in biopharmaceutical royalties, which we estimate to represent a market share of more than 50%. The significant success of our business has been the result of a singular, focused strategy of actively identifying and tracking the development and commercialization of key new therapies for the treatment of diseases with significant unmet medical needs and revenue potential, and sourcing, evaluating and acquiring long duration royalties on those products.

Since our founding, we have sought to continuously adapt and evolve our strategy, business model and capital structure in order to expand our market opportunity, enhance our competitive advantage, optimize our cost of capital and continue to create significant value for our shareholders. Royalty Pharma was initially founded as a finite-life, serial fund. In 2004, Royalty Pharma converted into an evergreen business, with an indefinite life, and created the first securitization debt facility backed by pharmaceutical royalties. In 2007, Royalty Pharma converted its securitization debt facility into a syndicated term loan facility. Each of these changes has led to a lower blended cost of capital and ever greater scale, further driving our ability to deploy capital and capture market share. We believe that our initial public offering is the next logical step in the evolution of our strategy, business model and capital structure.

Key Periods of Our History

The key periods of our history are summarized below:

 

   

1996 to 2003—Equity Only: During this initial period of our operations, we pioneered the creation of the biopharmaceutical royalty asset class, educating both investors and owners of royalty assets on the potential benefits of our business model. In this early phase, we acquired $0.3 billion of royalties related exclusively to approved biopharmaceutical products using expensive private equity capital. Our average total annual royalty acquisitions from 1996 to 2003 were less than $50 million per year and our market share by total transaction value was greater than 25%.

 

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2004 to 2011—Use of Leverage: In 2004, we converted to an evergreen business which enabled us to use returns generated from our investments to fund new royalty acquisitions, meaningfully growing our business over time. In addition, we began to utilize a securitized debt facility to fund our acquisitions, which significantly reduced our overall cost of capital. In 2007, we converted this securitization facility into a syndicated term loan facility, further reducing our cost of capital. During this period, we acquired $5.1 billion of royalties, again, exclusively related to approved biopharmaceutical products. Our average total annual royalty acquisitions from 2004 to 2011 were $650 million and our market share by total transaction value was greater than 40%.

 

   

2012 to Current—Use of Leverage with Expanded Investment Scope: By 2012, our significant scale and diversification facilitated an expansion of the scope of our investing activities to include acquisitions of royalties related to development-stage product candidates, R&D funding agreements in which we provided capital for clinical trials in exchange for future royalties, and the partnering with other companies in the acquisition of businesses with significant royalty assets. During this period, Royalty Pharma acquired $13.7 billion of both approved and development-stage royalties across a range of structures. Our market share by total transaction value was approximately 60%. Our average annual royalty acquisitions from 2012 to 2019 were $1.6 billion.

The graphic below provides additional detail on the scale of our royalty acquisitions and market share across these three phases of our history.

 

 

 

 

LOGO

 

1.

Data reflects full announced transaction values; total royalty acquisitions and estimated market share shown to current; average annual royalty acquisitions as of year-end 2019

The Next Step in Our Evolution

We believe that an initial public offering is an important next step in the continued evolution of our business that will enable us to further extend our leadership position and to reinforce our position as the partner of choice for the funding of innovation. As a public company, we believe that we can realize a number of significant benefits, including:

 

   

Deeper access to equity capital—We will have increased access to equity capital for new royalty acquisitions via access to the public equity markets. We will be able to raise new equity, if required, via follow-on offerings that can be conducted in a highly time-efficient manner.

 

   

Increased acquisition capacity—Our access to the deep public equity markets will further increase our ability to secure new royalty acquisitions. This will enable us to extend our leadership position in

 

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the acquisition of large royalties, and will facilitate additional types of acquisitions, such as those of companies with significant royalty assets.

 

   

Broadened shareholder base—We believe that our leadership position in biopharmaceutical royalties, coupled with our significantly increased liquidity, will help attract a broader universe of investors than we are currently able to access as a private entity.

Corporate Responsibility

We are the largest buyer of biopharmaceutical royalties and a leading funder of innovation across the biopharma industry. We play an important role in providing capital to the biopharma ecosystem and thereby positively impact human health. Our responsibility to stakeholders is based around three key areas: integrity (maintaining the highest ethical standards), culture (promoting an inclusive and diverse workforce) and taking responsibility (being a responsible citizen). We do not directly conduct biopharma R&D or manufacture or market the biopharmaceutical assets in which we participate, and thus our environmental impact is minimal. Despite the passive nature of our business, we strive to invest in novel therapies that address unmet patient needs and to support ethical business practices that drive innovation, competition, and patient choice.

Integrity

Royalty Pharma maintains the highest standards of integrity and trust in our role as investors and partners to the biopharma industry. This is recognized in our market-leading position and the high esteem with which we believe we are held in the industry. We conduct thorough diligence and monitoring with all of our investment positions. The biopharmaceutical companies and academic and non-profit institutions with which we work typically have well-developed and transparent environmental, social and governance (ESG) policies, which seek to benefit wider society through sustainable and ethical business practices.

Culture

A diverse, talented and motivated workforce is essential to maintain Royal Pharma’s competitive advantages and to successfully execute our business strategy. We consider it highly important to strive for an appropriate gender balance: currently approximately 60% of our workforce are women. We take employee engagement and retention very seriously and are proud that on average our workforce has been employed with Royalty Pharma for approximately 7 years. We are committed to our employees’ health, well-being and job satisfaction and to ensuring that people find purpose in their careers. Opportunities for career enhancement and progression are regularly reviewed.

Responsibility

Royalty Pharma is committed to good corporate citizenship and actively supports the work of a number of patient advocacy groups and medical research foundations, including the American Heart Association, the Alliance for Lupus Research, Children of Bellevue, the Melanoma Research Alliance, the National Multiple Sclerosis Society and the Prostate Cancer Foundation. Over one-third (by value) of the transactions we have completed since our founding have been with leading academic and non-profit institutions. By partnering with these institutions, Royalty Pharma has provided capital which has been used to further scientific research (for example with the Cystic Fibrosis Foundation) or to help fund capital projects. Royalty Pharma’s commitment to responsibility starts with its Chief Executive Officer who is a founding member of Boston Children’s Hospital Medical Research Council and serves on the Board of Governors of the New York Academy of Sciences, as well as the Boards of Trustees of Rockefeller University, the Hospital for Special Surgery, the Pasteur Foundation (the U.S. affiliate of the French Institute Pasteur) and the Open Medical Institute. Mr. Legorreta was the founder and is currently Honorary Chairman of Alianza Médica para la Salud, a non-profit dedicated to enhancing the quality of health care in Latin America by providing doctors and healthcare providers with continued education

 

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opportunities. Since its foundation in 2010, AMSA has provided over 500 scholarships to Mexican and Latin American doctors and healthcare providers to study abroad. Mr. Legorreta is also a founding member of Mount Sinai’s new Institute for Health Equity Research, newly created in part as a response to the health inequities made apparent by COVID-19. These diverse organizations are united in their quest to advance science, the careers of scientists and human health around the globe.

The Manager

The Manager is an “investment adviser” registered with the SEC under the U.S. Investment Advisers Act of 1940. In connection with this offering, we will enter into a new management agreement with the Manager pursuant to which it delegates discretion to make substantially all day-to-day decisions subject to oversight by our board of directors. The Manager will provide such adequate information and reports to the Company as the Company considers appropriate in order to exercise effective oversight of the Manager’s actions pursuant to the Management Agreement, to monitor and manage the risks to which the Company is exposed, and to assess the Manager’s performance. The Management Agreement has an initial term of ten years, after which it can be renewed for an additional term of three years, unless either the Company or the Manager provides notice of non-renewal 180 days prior the expiration of the initial term or renewal term. The Manager may not be removed during the initial or any renewal term without cause. The Manager will also enter into a management agreement with RPI with respect to decisions relating to acquisition of royalties by RPI. The Manager (or an affiliate of the Manager) will receive a quarterly Operating and Personnel Payment in cash pursuant to the Management Agreement. See “Certain Relationships and Related Party Transactions—Management Agreement” for a description of the terms of the Management Agreement, including the Manager’s Operating and Personnel Payment, and see “Management” for information regarding the management team of the Manager. In addition, EPA Holdings, an affiliate of the Manager, is entitled to quarterly equity distributions from RP Holdings based on our performance.

Competition

We face competition from other entities that acquire biopharmaceutical royalties, including competitors to the Manager that are in the similar business of acquiring biopharmaceutical royalties. There are a limited number of suitable and attractive acquisition opportunities available in the market. Therefore, competition to acquire such assets is intense. The Manager is subject to competition from other potential royalty buyers, including from the companies that market the products on which royalties are paid, financial institutions and other entities. These potential royalty buyers may be larger and better capitalized than us. The Manager may not be able to identify and obtain a sufficient number of asset acquisition opportunities to invest the full amount of capital that may be available to us. There can be no assurance that we will continue to acquire biopharmaceutical products and companies that hold biopharmaceutical royalties that are acceptable to us.

The products that provide the basis for the cash flows of the biopharmaceutical products in which we invest are also subject to intense competition. The biopharmaceutical industry is a highly competitive and rapidly evolving industry. The length of any product’s commercial life cannot be predicted. There can be no assurance that one or more products will not be rendered obsolete or non-competitive by new products or improvements made to existing products, either by the current marketer of such products or by another marketer. Adverse competition, obsolescence or governmental and regulatory action or healthcare policy changes could significantly affect the revenues, including royalty-related revenues, of the products which serve as the security or other support for the payments due under the biopharmaceutical products that we hold.

Competitive factors affecting the market position and success of each product include:

 

   

effectiveness;

 

   

safety and side effect profile;

 

   

price, including third-party insurance reimbursement policies;

 

   

timing and introduction of the product;

 

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efficacy of marketing strategy;

 

   

governmental regulation;

 

   

availability of lower-cost generics and/or biosimilars;

 

   

treatment innovations that eliminate or minimize the need for a product; and

 

   

product liability claims.

If a product for which we have a royalty receivable or other interest is rendered obsolete or non-competitive by new products, including generics and/or biosimilars, or improvements on existing therapies or governmental or regulatory action, such developments could have a material adverse effect on the ability of the payor with respect to a biopharmaceutical asset to make payments to us, and consequently could materially adversely affect our business, financial condition and results of operations. If additional side effects or complications are discovered with respect to a product, and such product’s market acceptance is impaired or it is withdrawn from the market, continuing payments with respect to biopharmaceutical products, including royalty payments and payments of interest on and repayment of the principal, relating to such product may not be made on time or at all.

Employees

Our directors and executive officers will manage our operations and activities. However, we do not currently have any employees or any officers other than our executive officers. Pursuant to the Management Agreement with the Manager, the Manager will perform corporate and administration services for us. Please see “Certain Relationships and Related Party Transactions.”

As of December 31, 2019, the Manager and its affiliates had 35 employees. None of these employees are represented by labor unions or covered by any collective bargaining agreement. We believe that the Manager’s relations with its employees are satisfactory.

Properties

Our executive offices are located at 110 East 59th Street, New York, NY 10022, and are provided by the Manager. We believe that our office facilities are suitable and adequate for our business as it is contemplated to be conducted.

Legal Proceedings

From time to time, we or the Manager may be a party to various claims, charges and litigation matters arising in the ordinary course of business. Management and legal counsel regularly review the probable outcome of such proceedings. While we cannot feasibly predict the outcome of these matters with certainty, we believe, based on examination of these matters, experience to date and discussions with counsel, that the ultimate liability, individually or in the aggregate, will not have a material adverse effect on our business, financial condition or results of operations or cash flows.

U.S. Investment Company Act Status

We intend to conduct our business so as not to become regulated as an investment company under the U.S. Investment Company Act. An entity generally will be determined to be an investment company for purposes of the U.S. Investment Company Act if, absent an applicable exemption, (i) it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities or (ii) it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis, which we refer to as the ICA 40% Test.

 

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We do not hold ourselves out as being engaged primarily, or propose to engage primarily, in the business of investing, reinvesting or trading in securities, and believe that we are not engaged primarily in the business of investing, reinvesting or trading in securities. We believe that, for U.S. Investment Company Act purposes, we are engaged primarily, through one or more of our subsidiaries, in the business of purchasing or otherwise acquiring certain obligations that represent part or all of the sales price of merchandise. Our subsidiaries that are so engaged rely on Section 3(c)(5)(A) of the U.S. Investment Company Act, which, according to certain SEC staff interpretations, generally may be available to an issuer who invests at least 55% of its assets in “notes, drafts, acceptances, open accounts receivable, and other obligations representing part or all of the sales price of merchandise, insurance, and services,” which we refer to as ICA Exception Qualifying Assets and not to issue any redeemable securities, face-amount certificates of the installment type or periodic payment plan certificates.

In a no-action letter, dated August 13, 2010, to Royalty Pharma, our predecessor, the SEC staff promulgated an interpretation that royalties that entitle an issuer to collect royalty receivables that are directly based on the sales price of specific biopharmaceutical assets that use intellectual property covered by specific license agreements are ICA Exception Qualifying Assets under Section 3(c)(5)(A). We rely on this no-action letter for the position that royalty receivables relating to biopharmaceutical assets that we hold are ICA Exception Qualifying Assets under Section 3(c)(5)(A) and Section 3(c)(6), which is described below.

As the parent of one or more subsidiaries that rely on Section 3(c)(5)(A), we currently are excepted from registration as an investment company based on Section 3(a)(1)(C) and/or Section 3(c)(6) of the U.S. Investment Company Act. To ensure that we are not obligated to register as an investment company, we must not exceed the thresholds provided by the ICA 40% Test. For purposes of the ICA 40% Test, the term “investment securities” does not include U.S. government securities or securities issued by majority-owned subsidiaries that are not themselves investment companies and are not relying on Section 3(c)(1) or Section 3(c)(7) of the U.S. Investment Company Act, such as majority-owned subsidiaries that rely on Section 3(c)(5)(A). We also may rely on Section 3(c)(6), which, based on SEC staff interpretations, requires us to invest, either directly or through majority-owned subsidiaries, at least 55% of our assets in, as relevant here, businesses relying on Section 3(c)(5)(A). For a subsidiary to be “majority-owned,” a parent entity must own a majority of the voting securities of the applicable security. Therefore, the assets that we and our subsidiaries hold and acquire are limited by the provisions of the U.S. Investment Company Act and the rules and regulations promulgated thereunder.

If the SEC or its staff in the future adopts a contrary interpretation to that provided in the no-action letter to Royalty Pharma or otherwise restricts the conclusions in the SEC staff’s no-action letter such that royalties are no longer treated as ICA Exception Qualifying Assets for purposes of Section 3(c)(5)(A) and Section 3(c)(6), or the SEC or its staff in the future determines that the no-action letter does not apply to some or all types of royalty receivables relating to biopharmaceutical assets, our business will be materially and adversely affected. In particular, we would be required either to convert to a corporation formed under the laws of the United States or a state thereof (which would likely result in our being subject to U.S. federal corporate income taxation) and to register as an investment company, or to stop all business activities in the United States until such time as the SEC grants an application to register us as an investment company formed under non-U.S. law. It is unlikely that such an application would be granted and, even if it were, requirements imposed by the Investment Company Act, including limitations on our capital structure, our ability to transact business with affiliates and our ability to compensate key employees, could make it impractical for us to continue our business as currently conducted. Our no longer qualifying for an exemption from registration as an investment company would materially and adversely affect the value of your Class A ordinary shares and our ability to pay dividends in respect of our Class A ordinary shares.

 

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MANAGEMENT

Executive Officers and Directors

The following table sets forth information regarding our executive officers and directors to be appointed prior to effectiveness of the registration statement:

 

Name

  

Age

  

Position

Pablo Legorreta    56    Chief Executive Officer, Director & Chairman of the Board
Terrance Coyne   

38

   Executive Vice President & Chief Financial Officer
Christopher Hite   

53

   Executive Vice President & Vice Chairman
George Lloyd   

61

   Executive Vice President, Investments & General Counsel
James Reddoch   

50

   Executive Vice President, Research & Investments
Errol De Souza    66    Director
William Ford    58    Director
M. Germano Giuliani    48    Director
Greg Norden    62    Director
Rory Riggs    66    Director

Executive Officers

Pablo Legorreta has been our Chief Executive Officer and director since inception. Previously, Mr. Legorreta was an investment banker at Lazard Frères in Paris and New York. Mr. Legorreta is also a co-founder of Pharmakon Advisors, a leading provider of debt capital to the biopharmaceutical industry. Mr. Legorreta serves on several boards including the New York Academy of Sciences, Rockefeller University, Brown University, the Hospital for Special Surgery, Pasteur Foundation (the U.S. affiliate of the French Institute Pasteur), Open Medical Institute, Park Avenue Armory, Epizyme, Inc., ITB-Med Pharmaceuticals, Nefro Health and ProKidney, LLC. Mr. Legorreta was the founder and is currently Honorary Chairman of Alianza Médica para la Salud, a non-profit dedicated to enhancing the quality of health care in Latin America by providing doctors and healthcare providers with continued education opportunities. Since its foundation in 2010, AMSA has provided over 500 scholarships to Mexican and Latin American doctors and healthcare providers to study abroad. Mr. Legorreta received a degree in industrial engineering from Universidad Iberoamericana in Mexico City. Mr. Legorreta was selected to serve on our board of directors because his extensive experience in the biopharmaceutical industry provides valuable industry knowledge, expertise and insight.

Terrance Coyne joined RP Management in 2010. He serves as our Executive Vice President & Chief Financial Officer. Previously, Mr. Coyne was a biotechnology equity research associate, and then a senior analyst at JP Morgan; and a biotechnology equity research associate at Rodman & Renshaw. Mr. Coyne began his career at Wyeth Pharmaceuticals. Mr. Coyne received a B.S. in business administration from La Salle University and an M.B.A. from La Salle University.

Christopher Hite joined RP Management in March 2020. Mr. Hite serves as our Executive Vice President & Vice-Chairman. Previously, Mr. Hite was Vice Chairman and Global Head of Healthcare at Citibank, where he worked from 2008 to 2020, and Global Head of Healthcare Investment Banking at Lehman Brothers. Mr. Hite is a member of the FasterCures Board, a center of the Milken Institute. Mr. Hite received a B.S. from Lehigh University and a J.D./M.B.A. from the University of Pittsburgh.

George Lloyd joined RP Management in 2011 after representing Royalty Pharma Investments on all royalty acquisition transactions since 2006. Mr. Lloyd serves as our Executive Vice President, Investments & General Counsel. Previously, Mr. Lloyd was a partner at Goodwin Procter LLP in Boston, MA, and an associate at Davis Polk & Wardwell LLP in New York, NY and Paris. Mr. Lloyd received an A.B. from Princeton University and a J.D. from New York University Law School.

James Reddoch, Ph.D. joined RP Management in July 2008. Dr. Reddoch serves as our Executive Vice President, Research & Investments. Previously, Dr. Reddoch was Managing Director and Head of Healthcare Equity Research at Friedman Billings Ramsey, and a biotechnology equity research analyst at Banc of America

 

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Securities and CIBC World Markets Corp. (now Oppenheimer & Co.). Dr. Reddoch received a B.A. from Furman University and a Ph.D. in Biochemistry and Molecular Genetics from the University of Alabama at Birmingham. He was a postdoctoral fellow at the Yale University School of Medicine.

Management Team of the Manager

In addition to Messrs. Legorreta, Coyne, Hite, Lloyd and Reddoch, set forth below is information regarding the key employees of the Manager as of the consummation of this offering.

Molly Chiaramonte, Ph.D. joined RP Management in 2008. Dr. Chiaramonte serves as RP Management’s Senior Vice President, Research & Investments. Previously, Dr. Chiaramonte was a biotechnology equity research associate at Jefferies & Company and a post-doctoral fellow in the Department of Biochemistry and Molecular Genetics at the University of Colorado Health Sciences Center. Dr. Chiaramonte received a B.A. in mathematics, from Providence College; an M.A. in mathematics from the University of Colorado; and a Ph.D. in chemistry (Biochemistry Program) from the University of Colorado.

Marshall Urist, M.D., Ph.D. joined RP Management in 2013. Dr. Urist serves as RP Management’s Senior Vice President, Research & Investments. Previously, Dr. Urist worked at Morgan Stanley in equity research, most recently as Executive Director and as a senior biotechnology analyst. Earlier at Morgan Stanley, he covered the life science tools and diagnostics sectors, where he was recognized in Institutional Investor’s All-America Research Team. Dr. Urist graduated from Johns Hopkins University and holds an M.D. and a Ph.D. from Columbia University.

Directors (who are not Executive Officers)

Set forth below is information regarding our directors to be appointed prior to effectiveness of the registration statement.

Errol De Souza will be a director upon consummation of the Reorganization Transactions. Dr. De Souza is the Executive Chairman of Bionomics Ltd. and has served in this role since 2018. Previously, Dr. De Souza held various management positions at companies including President, CEO & Director at Biodel from 2010-2016, Founder, Executive Vice President of R&D and Director at Neurocrine Biosciences from 1992-1998, President, CEO & Director at Synaptic Pharmaceutical Corp from 2002-2003, and Senior Vice President & Head of US R&D at Hoechst Marion Roussel and Aventis Pharmaceuticals (now Sanofi) from 1998-2002. Dr. De Souza serves or has served on several editorial boards and National Institutes of Health committees as well as on the board of directors of several private and public companies. Dr. De Souza has a B.A. in physiology from the University of Toronto and a Ph.D. in neuroendocrinology from the University of Toronto and was a postdoctoral fellow in neuroscience at The Johns Hopkins University School of Medicine. Dr. De Souza was selected to serve on our board of directors because of his deep expertise in the life sciences field and his extensive management and board experience.

William Ford will be a director upon consummation of the Reorganization Transactions. Mr. Ford is the Chief Executive Officer of General Atlantic, a position he has held since 2007 and where he has worked since 1991. Mr. Ford also serves on the board of BlackRock Inc. Mr. Ford has served on several boards, including Tory Burch, First Republic Bank, NYSE Euronext, E*TRADE, Priceline, and NYMEX. Mr. Ford serves on the board of Rockefeller University as Chairman, on the Amherst College Endowment Investment Committee, on the board of Tsinghua University’s School of Economics and Management as an advisory member, on the board of overseers and managers for Memorial Sloan Kettering Cancer Center, on the board of the National Committee on United States-China Relations, on the steering committee for the CEO Action for Diversity and Inclusion initiative, as the co-chair of the Partnership for New York City, on the New York State Life Sciences Advisory Board, and on the advisory board of the United Nations Economic Commission for Africa’s Initiative on Digital Identification for Africa. Mr. Ford holds a BA in Economics from Amherst College and an MBA from the Stanford Graduate School of Business. Mr. Ford was selected to serve on our board of directors because of his extensive management and board experience.

 

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M. Germano Giuliani will be a director upon consummation of the Reorganization Transactions. Since 2015, Mr. Giuliani has been an entrepreneur. Previously, he served as the chief financial officer, chairman and chief executive officer of Giuliani SpA. Mr. Giuliani serves or has served on several boards including Giuliani SpA, Recordati SpA Nogra Group SA, HBM Healthcare Investment AG, Fair Med Healthcare AG, Jukka LLC USA, NGR (MONACO) SAM, SAM L’Anse du Portier, SCA Anse du Portier, NGR Luxembourg SA, GISEV Group Lux SA, and Mosaix Ventures LLP USA. Mr. Giuliani has a degree in economics and commerce from the Catholic University of the Sacred Heart in Milan, Italy. Mr. Giuliani was selected to serve on our board of directors because of his extensive board and management experience. Mr. Giuliani is a party to the Director Appointment Agreement (as defined in “Certain Relationships and Related Party Transactions—Director Appointment Agreement”) with the Company. See “Certain Relationships and Related Party Transactions—Director Appointment Agreement.”

Greg Norden will be a director upon consummation of the Reorganization Transactions. From 1989 to 2010, Mr. Norden held various senior positions at Wyeth/American Home Products, including most recently as Chief Financial Officer. Mr. Norden started his career with Arthur Andersen & Company working with multinational public and private companies in the life sciences, financial services and consumer packaged goods industries. Mr. Norden currently serves on the boards of Zoetis, Univision, NanoString Technologies and Entasis Therapeutics. Mr. Norden previously served on the boards of Human Genome Sciences, WelchAllyn and Lumara Health. Mr. Norden was selected to serve on our board of directors because of his financial expertise and substantial experience as an executive in the biopharmaceutical industry.

Rory Riggs will be a director upon consummation of the Reorganization Transactions. Mr. Riggs co-founded Royalty Pharma Investments in 1996 and has served as the chairman of its investment committee since 2003. Mr. Riggs founded Syntax & Locus Analytics in 2010 and serves as its CEO. Mr. Riggs was President of Biomatrix from 1995 to 2000. Mr. Riggs serves or has served on several boards including Fibrogen, Cibus, Sugen, Intra-cellular Therapies and Biomatrix. Mr. Riggs has a B.A. from Middlebury College and an MBA from Columbia University. Mr. Riggs was selected to serve on our board of directors because of his valuable knowledge and experience in our industry and his extensive board experience.

Board Composition

Structure

Our board consists of six members. At each annual general meeting of the shareholders, all of the directors will (subject to any need to maintain a minimum board quorum) automatically retire and may stand for reelection. The term of the directors will expire upon the next annual general meeting, or as otherwise provided by our Articles of Association.

Our Articles of Association, which will be effective upon the completion of this offering, provide that the number of our directors shall be fixed from time to time by a resolution of the majority of our board of directors. In addition to any power of removal conferred by our Articles of Association, our shareholders have the statutory right to remove directors by calling a general meeting of the shareholders by special notice and passing an ordinary resolution to that effect.

We do not have a fixed policy as to whether the chairman of the board should be an independent director and believe that our board of directors should maintain the flexibility to select the chairman and reorganize the leadership structure, from time to time, based on the criteria that is in our best interests and the best interests of our shareholders at such times.

Presently, Mr. Legorreta serves as the chairman of our board of directors, and also serves as Chief Executive Officer. We believe that Mr. Legorreta’s history with Old RPI, familiarity with our business and extensive knowledge of the financial services and life sciences industries in particular qualify him to serve as the chairman of our board of directors. We believe that we are best served through this existing leadership structure, as Mr. Legorreta’s relationship with the Manager provides an effective bridge and encourages an open dialogue between management and our board of directors, ensuring that both groups act with a common purpose.

 

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Our board of directors does not currently have a designated lead independent director. We are aware of the potential conflicts that may arise when a non-independent director is chairman of the board. Our corporate governance policies include regular meetings of the independent directors in executive session without the presence of interested directors and management, the establishment of an audit committee comprised solely of independent directors and the appointment of a chief compliance officer, with whom the independent directors will meet regularly without the presence of interested directors and other members of management, for administering our compliance policies and procedures.

We recognize that different board leadership structures are appropriate for companies in different situations. We will re-examine our corporate governance policies on an ongoing basis to ensure that they continue to meet our needs.

Our board of directors performs its risk oversight function primarily through the audit committee, which reports to the entire board of directors and will be comprised solely of independent directors. As described below in more detail under “Committees of the Board of Directors,” the audit committee assists our board of directors in fulfilling its risk oversight responsibilities. The audit committee’s risk oversight responsibilities include overseeing our accounting and financial reporting processes, our system of internal controls regarding finance and accounting, and audits of our financial statements.

We recognize that different board roles in risk oversight are appropriate for companies in different situations. We will re-examine the manner in which the board administers its oversight function on an ongoing basis to ensure that it continues to meet our needs.

Director Independence

Under applicable Nasdaq rules, a director will qualify as “independent” if our board of directors affirmatively determines that he or she has no material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with us). Ownership of a significant amount of our Class A ordinary shares, by itself, does not constitute a material relationship. Because Mr. Legorreta is our Chief Executive Officer, our board of directors has determined that he does not qualify as an independent director.

The applicable rules and regulations of Nasdaq require us to have a majority of independent directors within one year of the date our Class A ordinary shares are listed on Nasdaq. Our board has determined that each of Messrs. De Souza, Ford and Norden meet the categorical standards described above, that none of these directors has a material relationship with us and that each of these directors is “independent” under the applicable rules of                 .

Committees of the Board of Directors

Audit Committee

The audit committee will operate pursuant to a charter to be approved by our board of directors. The charter will set forth the responsibilities of the audit committee, which will include selecting our independent registered public accounting firm, reviewing with such independent registered public accounting firm the planning, scope and results of their audit of our financial statements, pre-approving the fees for services performed, reviewing with the independent registered public accounting firm the adequacy of internal control systems, reviewing our annual financial statements and periodic filings and receiving our audit reports and financial statements. The audit committee also will establish guidelines and make recommendations to our board of directors regarding the valuation of our assets. Upon completion of this offering, the audit committee will be composed of Messrs.                 ,                  and                  will be considered independent under the rules of the                  and will serve as chairman of the audit committee. In addition, our board of directors has determined that                  is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under

 

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the Securities Act of 1933, as amended (the “Securities Act”). In compliance with Nasdaq listing requirements, a majority of the members of the audit committee will be independent directors within 90 days of the date our Class A ordinary shares are listed on Nasdaq and all of the members of the audit committee will be independent directors within one year of the listing date.

Compensation Committee

Upon completion of this offering, our compensation committee will be comprised of Messrs.                 ,                  and                  will be chairman of the committee. Our compensation committee will be authorized to, among other matters:

 

   

evaluate the performance of the Manager;

 

   

review the compensation and fees payable to the Manager under the Management Agreement;

 

   

determine from time to time the remuneration for our independent directors;

 

   

ensure appropriate leadership development and succession planning is in place; and

 

   

prepare the report of the compensation committee that the rules of the SEC require to be included in our annual meeting proxy statement.

Our executive officers are not directly compensated by us and, as a result, the Compensation Committee does not produce and/or review and report on executive compensation practices.

The applicable rules and regulations of Nasdaq require us to have one independent compensation committee member upon the closing of this offering, a majority of independent members within 90 days of the date our Class A ordinary shares are listed on Nasdaq and all independent compensation committee members within one year of the listing date.

Upon the listing of our Class A ordinary shares on Nasdaq, the compensation committee will operate under a written charter, which the compensation committee will review and evaluate at least annually.

Nominating and Corporate Governance Committee

Upon completion of this offering, our nominating and governance committee will be comprised of Messrs.                 ,                  and                 . Mr.                  will be the chairman of the committee. Our nominating and governance committee is authorized to, among other matters:

 

   

identify and nominate candidates for election to the board of directors;

 

   

review and recommend the compensation arrangements for certain members of our board of directors;

 

   

develop and recommend to the board of directors a set of corporate governance principles applicable to our company; and

 

   

oversee the evaluation of our board of directors.

The applicable rules and regulations of the Nasdaq require us to have one independent nominating and governance committee member upon the closing of this offering, a majority of independent members within 90 days of the date our Class A ordinary shares are listed on Nasdaq and all independent nominating and governance committee members within one year of the listing date.

Upon the listing of our Class A ordinary shares on Nasdaq, the nominating and corporate governance committee will operate under a written charter, which the nominating and corporate governance committee will review and evaluate at least annually.

 

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Compensation Committee Interlocks and Insider Participation

No member of our compensation committee has at any time been an employee of ours. Our named executive officers do not serve as a member of another entity’s board of directors or compensation committee that has one or more executive officers serving as a member of our board of directors or compensation committee.

Code of Business Conduct and Ethics

Prior to the consummation of this offering, we will adopt a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. Upon the consummation of this offering, the code of business conduct and ethics will be available on our website. We expect that any amendments to the code, or any waivers of its requirements, will be disclosed on our website.

 

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DIRECTOR AND EXECUTIVE COMPENSATION

Director Compensation

We have not yet paid any compensation to our directors. Following completion of this offering, we intend to pay our independent directors according to our Independent Director Compensation Policy, described further below. Affiliated directors, however, will not be separately compensated by us. All members of the board of directors will be reimbursed for reasonable costs and expenses incurred in attending meetings of our board of directors.

Independent Director Compensation Policy

We have adopted a policy for compensation of our independent directors subject to completion of this offering. Under this policy, each independent director other than an affiliated director serving on the board to represent the interests of a significant investor will receive an annual cash retainer of $150,000 and an annual equity award with a grant date value of $250,000 in recognition of his or her service to the board. Each such annual equity award will be granted upon the closing of this offering and in connection with each annual meeting and would vest upon the director’s continued service through our annual meeting for the following year. In addition, under this policy, each new unaffiliated independent director would receive an initial equity award with a grant date value of $100,000 at the commencement of his or her service on our board of directors. This policy does not provide for any additional annual cash retainer for service as a chairperson or member of any standing committee of our board or any fee for attendance of board or committee meetings.

At this time the policy does not contemplate any additional compensation for a lead independent director. We plan to consider appropriate compensation in the event that a director is appointed to this position.

Director IPO Grants

Subject to completion of this offering, we intend to grant an additional equity award to each of Dr. De Souza and Mr. Norden in recognition of their extensive past services to the Old RPI board and continued service on our board. Each such award will consist of restricted stock units with respect to our Class A common shares with a value of $1,000,000 based on the per-share price of such shares in this offering and will vest at our next annual meeting.

Named Executive Officers

We consider the following officers of Royalty Pharma and the Manager as our named executive officers:

 

   

Pablo Legorreta, Chief Executive Officer of Royalty Pharma and the Manager;

 

   

Terrance Coyne, Executive Vice President & Chief Financial Officer of Royalty Pharma and the Manager;

 

   

Christopher Hite, Executive Vice President & Vice Chairman of Royalty Pharma and the Manager (Mr. Hite joined the Manager in March 2020);

 

   

George Lloyd, Executive Vice President, Investments & General Counsel of Royalty Pharma and the Manager; and

 

   

James Reddoch, Ph.D. Executive Vice President, Research & Investments, of Royalty Pharma and the Manager.

All of our named executive officers are employees of the Manager, and provide all of their services to Royalty Pharma under the Management Agreement between us and the Manager. Although Mr. Hite did not join Royalty Pharma and the Manager before the end of 2019, we include him among our named executive officers here in order to provide a more complete picture of the individuals responsible for management of Royalty Pharma. Because we are a newly-formed entity that had no operations prior to this offering, we did not have any other executive officers in 2019.

 

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In accordance with our Management Agreement, each of our named executive officers devotes a substantial portion of his time to us, although none of them provides services exclusively to us.

Compensation Discussion & Analysis

Each of our named executive officers is compensated for his services to us by the Manager and does not receive any compensation directly from us. We do not reimburse the Manager or any of its affiliates for the compensation of any of our named executive officers and do not make any decisions regarding the amount or nature of this compensation. For a description of our obligations to pay the Operating and Personnel Payment to the Manager under the Management Agreement, please refer to the section entitled “Certain Relationships and Related Party Transactions—Management Agreement.”

The following is a brief description of the compensation provided to our named executive officers by the Manager.

Elements of Compensation

Management Fee

As the sole member of the Manager, Mr. Legorreta is entitled to a share of the Manager’s profits less expenses. The Manager’s revenues for 2019 include the management fee paid by us under the Management Agreement with the Manager.

Base Salary

The Manager pays each of our named executive officers other than Mr. Legorreta a base salary.

Annual Bonus

Each of our named executive officers other than Mr. Legorreta participates in the Manager’s annual cash bonus plan, which provides each participant with an annual cash bonus opportunity in an amount to be determined by Mr. Legorreta in his sole discretion.

Performance Awards

During 2019, all of our named executive officers (other than Mr. Hite, who joined the Manager in March 2020) were granted beneficial interests in the carried interest held by Pharmaceutical Investors, LP in royalties acquired by Old RPI in 2019. We refer to these grants of beneficial interests in this carried interest as “Performance Awards.” We consider these awards to have a zero fair value as of the date of grant.

In addition, all of our named executive officers other than Mr. Hite held Performance Awards in 2019 that were granted in prior years. Each Performance Award vests upon continued service over a period of four to five years beginning on the date of grant.

Each Performance Award represented a percentage interest in the net profits realized by Old RPI on acquisitions of royalties. The actual amount of any carried interest distributions to any named executive holder was thus a function of the profitability of the royalties we acquired. Accordingly, the Manager believes that each grant of a Performance Award to an executive officer aligns the interests of the officer with those of our shareholders by closely aligning the officer’s compensation with the long-term performance of our business.

Distributions in respect of a Performance Award are determined on the basis of the award’s percentage participation in the net profits realized on an acquired royalty. The percentage participation of each named executive officer under a Performance Award with respect to each royalty acquisition varies from time to time and from acquisition to acquisition based on many factors, including the named executive officer’s contribution to the royalty acquisition transaction.

 

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Conversion of Performance Awards Into Limited Partnership Interests Exchangeable for Class A Ordinary Shares

In February 2020, in connection with the Exchange Offer Transactions described in “—Reorganization Transactions and the U.S. listing” above, Pharmaceutical Investors, L.P. contributed all of its carried interest in Old RPI to the Continuing US Investors Partnership in exchange for limited partnership interests in that entity. As a result of this exchange, each of the Performance Awards held by our named executive officers was converted into limited partnership interests in the Continuing US Investors Partnership. Because limited partnership interests in the Continuing US Investors Partnership are exchangeable into our Class A ordinary shares based on a fixed ratio, we believe this change has further served to align the interests of our named executive officers with those of our shareholders.

Mr. Legorreta has agreed with the Company to retain and not sell before February 2025 80% of the limited partnership interests resulting from the exchange of Performance Awards as described above. Our Board of Directors has agreed to consider waiving this restriction for important life events or where this restriction would otherwise impose a hardship. Messrs. Coyne, Lloyd and Reddoch have agreed with the Manager to retain and not sell before February 2025 80% of the limited partnership interests resulting from the exchange of Performance Awards as described above. Our Manager has agreed to consider waiving this restriction for important life events or where this restriction would otherwise impose a hardship.

Summary Compensation Table

The following table provides summary information concerning the compensation of our named executive officers for 2019.

 

Name and Principal Position

  Year     Salary
($) (1)
    Bonus
($) (2)
    All Other
Compensation
($) (3)
    Total
($) (4)
 

Pablo Legorreta

Chief Executive Officer

    2019       —         —         28,545,792       28,545,792  

Terrance Coyne

Executive Vice President & Chief Financial Officer

    2019       425,625       1,500,000      
—  
 
    1,925,625  

Christopher Hite (5)

Executive Vice President & Vice Chairman

    2019       —         —         —         —    

George Lloyd

Executive Vice President & General Counsel

    2019       682,500       1,500,000      
—  
 
    2,182,500  

James Reddoch, Ph.D.

Executive Vice President, Research and Investments

    2019       682,500       1,400,000      
—  
 
    2,082,500  

 

(1)

Reflects salary paid by the Manager to each named executive officer for services in 2019.

(2)

Reflects bonuses paid by the Manager under the Manager’s discretionary annual cash bonus program for services in 2019.

(3)

Reflects, in Mr. Legorreta’s case, earnings as sole member of the Manager from payment of the management fee from Royalty Pharma to the Manager after deduction of the Manager’s expenses.

(4)

Each of our named executive officers received Performance Awards during 2019. Each Performance Award amounted to a percentage interest in the net profits to be realized on royalties acquired by Old RPI in 2019. We consider these awards to have a fair value of zero on the date of grant and consequently we have not included any amount of compensation for awards granted in 2019 in this Summary Compensation Table disclosure.

(5)

Mr. Hite joined Royalty Pharma and the Manager in March 2020 and performed no services for Royalty Pharma or the Manager in 2019.

Grants of Plan-Based Awards

The Manager did not make any grants of cash incentive plan awards in 2019. Performance Awards were granted to our named executive officers in 2019, but we consider these awards to have a fair value of zero as of the date of grant.

 

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Outstanding Equity Awards at Fiscal Year-End

The following table provides information on the carried interests held by each of our named executive officers as of December 31, 2019.

 

     Performance Awards  

Name

   Market Value of Securities
Underlying Outstanding
Performance Awards

(1) ($)
 

Pablo Legorreta

   $ 746,694,880  

Terrance Coyne

     69,506,325  

Christopher Hite (2)

     —    

George Lloyd

     98,770,589  

James Reddoch, Ph.D.

     106,358,655  

 

(1)

Represents an estimate of the aggregate net present value as of December 31, 2019 of each named executive officer’s Performance Awards in Pharmaceutical Investors, LP as described under “Performance Awards.” This estimate has been prepared using the same methods used by Old RPI to value its royalties. Each Performance award represents a percentage participation in the net profits realized on an acquired royalty.

(2)

Mr. Hite did not perform services for Royalty Pharma or the Manager in 2019 and thus did not hold any Performance Awards or other equity awards relating to Royalty Pharma as of December 31, 2019.

Potential Payments upon Termination or Change in Control

The Manager maintains a separation pay plan that provides for an unspecified amount of separation pay upon a qualifying termination of employment, such as in connection with a reduction of force, job elimination or voluntary acceptance of a Manager-initiated termination. Each of the named executive officers would be eligible to participate in this benefit in the absence of an individual employment or separation pay agreement.

Non-Competition and Non-Solicitation Agreements

Each of our named executive officers is party to a non-competition and non-solicitation agreement with the Manager under which he has agreed that for 18 months following termination of employment for any reason, he will not compete with the Manager or solicit the services of any person who is then an employee of Royalty Pharma or solicit any investor or potential investor in Royalty Pharma.

Management Agreement

We will enter into the Management Agreement with the Manager prior to the closing of this offering pursuant to which the Manager will receive a separate Operating and Personnel Payment for its provision of advisory and management services to our royalty business. To the extent that the Manager outsources any of its functions we will pay the fees associated with such functions on a direct basis without profit to the Manager. See “Certain Relationships and Related Party Transactions—Management Agreement.”

Indemnification Agreements

We expect that we and the Manager, as appropriate, will enter into indemnification agreements (or deed poll indemnities) with or as to each of the named executive officers and its other officers and directors, as well as with individuals serving as directors or officers of its subsidiaries, providing for the indemnification of, and advancement of expenses to, these persons to the fullest extent permitted by law. See “Certain Relationships and Related Party Transactions—Indemnification of Directors and Officers.”

Related Party Transaction Policy

Our audit committee will review any potential related party transactions referred to it by our board of directors, including consideration of affiliated transaction restrictions applicable to royalty acquisition decisions of the Manager, acting as our advisor, and royalty acquisitions by us after the initial public offering that involve certain of our affiliates, including the Manager, or funds advised by them. See “Certain Relationships and Related Party Transactions—Review, Approval or Ratification of Transactions with Related Parties.”

 

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

We describe below transactions and series of similar transactions, during our last three fiscal years or currently proposed, to which we were a party or will be a party, in which:

 

   

the amounts involved exceeded or will exceed $120,000; and

 

   

any of our directors, executive officers or beneficial holders of more than 5% of any class of our capital stock had or will have a direct or indirect material interest.

Other than as described below, there have not been, nor are there any currently proposed, transactions or series of similar transactions meeting this criteria to which we have been or will be a party other than compensation arrangements, which are described where required under “Management—Board Structure and Compensation of Directors” and “Executive Compensation.”

The forms of the agreements described in this section are filed as exhibits to the registration statement of which this prospectus forms a part, and the following descriptions are qualified by reference thereto.

Management Agreement

We have no personnel of our own. Historically our business has been managed by the Manager and following this offering will continue to be managed by the Manager pursuant to the Management Agreement. Under the Management Agreement, the Manager will manage the existing assets of our business and source and evaluate new royalty acquisitions.

Advisory Team

Our advisory team for purposes of the Management Agreement currently consists of a team of experienced management personnel, as detailed in “Management.”

None of the Manager’s advisory professionals receives any direct compensation from us in connection with the management of our assets. Mr. Legorreta, through his ownership interests in the Manager, is entitled to a portion of any profits earned by the Manager, which includes the Operating and Personnel Payment payable to the Manager under the terms of the Management Agreement, less expenses incurred by the Manager in performing its services under the Management Agreement.

Conflicts of Interest

Pursuant to the Management Agreement, the Manager cannot manage another entity that invests in or acquires royalties other than any legacy vehicle related to Old RPI or RPI. Executives of Manager will be subject to a non-compete agreement following termination of their employment with the Manager, and the Company is a beneficiary of this agreement. In addition, executives of the Manager must devote substantially all of their business time to managing the Company and any legacy vehicle related to Old RPI or RPI, unless otherwise approved by the Board.

Mr. Legorreta, our chief executive officer, is also a co-founder of and has significant influence over Pharmakon Advisors, which shares physical premises with the Manager. Pharmakon manages BioPharma Credit PLC (LSE: BPCR) and other investment vehicles that collectively are leading providers of debt capital to the biopharmaceutical industry. Mr. Legorreta has a substantial investment in BioPharma Credit. From time to time, the Manager and Pharmakon may pursue similar investment opportunities for their respective clients, although we believe that actual conflicts of interest are rare due to the differing investment strategies of the Company and Pharmakon, and the fact that royalty holders, rather than the Company and Pharmakon, determine the type of

 

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transaction they seek. Under arrangements with Pharmakon, the Manager subleases office space to Pharmakon, and the parties may provide research, business development, legal, compliance, financial and administrative services to one another. The Manager and Pharmakon reimburse each other to the extent that one of them provides materially more services to the other than they receive in return. In consideration of the support provided to Pharmakon by the Manager, certain employees of the Manager receive compensation from Pharmakon.

In November 2017, we purchased from Bristol-Myers Squibb, (“BMS”), a percentage of BMS’s future royalties on worldwide sales of Onglyza, Farxiga, and related diabetes products marketed by AstraZeneca, in exchange for installment payments to BMS over time. In December 2017, we sold 50% of the royalty to BioPharma Credit, in exchange for BioPharma Credit’s agreement to pay 50% of the installment payments owed by us to BMS.

Operating and Personnel Payment

Under the Management Agreement, we will pay a quarterly fee (the “Operating and Personnel Payment”) in respect of operating and personnel expenses to the Manager or its affiliates equal to 6.5% of the Adjusted Cash Receipts for such quarter from royalty investments and 0.25% of the GAAP mark-to-market value of security investments, including equity securities and derivative financial instruments, as of the end of such quarter, which the Manager is entitled to receive regardless of whether we realize any gains on the security investments when sold.

Under the Management Agreement, the Operating and Personnel Payment will be payable quarterly in advance as of the first business day of each fiscal quarter. The Company, RP Holdings and RP Holdings’ subsidiaries, including RPI, will have no personnel of their own. The Operating and Personnel Payment is intended to fund operating and personnel expenses of the Manager and its affiliates, including EPA Holdings. The Operating and Personnel Payment payable to the Manager is based on a fixed percentage of Adjusted Cash Receipts and will not be subject to subsequent adjustment based on actual operating and personnel expenses of the Manager and its affiliates.

The Manager will be responsible for 50% of all broken deal expenses as an offset against the Operating and Personnel Payment. Once an investment opportunity is approved by the board of directors, the Manager will not be responsible for any broken deal expenses relating to such investment opportunity.

Duration and Termination

The Management Agreement will be approved by our board of directors prior to the closing of this offering. The Management Agreement has an initial term of ten years, after which it can be renewed for an additional term of three years, unless either the Company or the Manager provides notice of nonrenewal 180 days prior the expiration of the initial term or renewal term. During the initial term and each renewal term, the Management Agreement may only be terminated for Cause (as defined below). A termination of the Management Agreement will automatically lead to the removal of the Manager as the manager of RPI and EPA Holdings as the general partner of the Continuing Investors Partnerships. In such event, the Company shall be entitled to designate a new general partner for the Continuing Investors Partnerships.

The board of directors will have the right to terminate the appointment of EPA Holdings and the Manager following (i) a determination of Cause, by a court or governmental body of competent jurisdiction in a final judgement or (ii) an admission of Cause, by EPA Holdings or the Manager. In the event that Mr. Legorreta commits an act constituting Cause, such action would be imputed to EPA Holdings and the Manager so long as Mr. Legorreta is acting as chief executive officer of the Company, otherwise any act of Mr. Legorreta’s will not be imputed to EPA Holdings or the Manager. Any act constituting Cause committed by any other executive of EPA Holdings or the Manager would not be imputed to EPA Holdings or the Manager and may be cured by EPA Holdings and the Manager by termination of such employee.

In the event of a termination for Cause of Mr. Legorreta or any other executive of EPA Holdings or the Manager, Mr. Legorreta or such executive, as the case may be, would forfeit his or her share of Equity

 

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Performance Awards (as defined below in “Equity Performance Awards”) on any investments made by the RPI Group during the two-year period prior to such termination and would also be required to reimburse the Company for any losses incurred by the Company as a result of such Cause event.

Except as provided above, EPA Holdings’ interest in Equity Performance Awards in respect of investments made after the Exchange Date and prior to any termination of the Management Agreement (with or without Cause) would continue following such termination.

“Cause” will exist where (i) EPA Holdings, the Manager or an executive of EPA Holdings or the Manager (including Mr. Legorreta) (each an “Applicable Party”) has committed (or in the case of Applicable Parties who are executives, caused EPA Holdings or the Manager to commit) a material breach of the governing documents of the Company, the limited partnership agreement of the Continuing US Investors Partnership or the Continuing International Investors Partnership, or the Management Agreement; (ii) an Applicable Party has committed (or in the case of Applicable Parties who are executives, caused EPA Holdings or the Manager to commit) willful misconduct in connection with the performance of his or its duties under the terms of the governing documents of the Company, the limited partnership agreement of the Continuing US Investors Partnership or the Continuing International Investors Partnership, or the Management Agreement, (iii) there is a declaration of bankruptcy by the Applicable Party and (iv) there is a determination by any court with proper jurisdiction that an Applicable Party has committed an intentional felony or engaged in any fraudulent conduct, in each such case of clauses (ii) and (iv) which has a material adverse effect on the business, assets or condition (financial or otherwise) or prospects of the RPI Group and its affiliates (taken as a whole).

The Manager and its affiliates would be subject to a 12-month non-compete following any termination of the Management Agreement by us for Cause, or nonrenewal by the Manager.

The Management Agreement will contain a succession plan for Mr. Legorreta.

Indemnification

The Management Agreement will provide that, to the fullest extent permitted by law, the Company will indemnify each of the Manager and its affiliates (including EPA Holdings) and their respective officers, directors, stockholders, members, employees, agents and partners, and any other person who is entitled to indemnification (each, an “Indemnitee”) from and against any and all claims, liabilities, damages, losses, penalties, actions, judgments, costs and expenses (including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim) of any nature whatsoever, known or unknown, liquidated or unliquidated that are incurred by any Indemnitee or to which such Indemnitee may be subject by reason of its activities on behalf of the Company or any of its subsidiaries to the extent that such Indemnitee’s conduct did not constitute fraud, bad faith, willful misconduct, gross negligence (as such concept is interpreted under the laws of the State of New York), material breach of the Management Agreement that is not cured in accordance with the terms of the Management Agreement or a violation of applicable securities laws.

Equity Performance Awards

The Company will be subject to Equity Performance Awards (as defined below) determined on a Portfolio-by-Portfolio basis. Investments made during each two-year period will be grouped together as separate portfolios (each, a “Portfolio”). The first Portfolio commenced on the Exchange Date and will end on December 31, 2021.

Subject to the three conditions listed below and applicable law, at the end of each fiscal quarter, EPA Holdings will be entitled to a distribution from RP Holdings in respect of each Portfolio equal to 20% of the Net Economic Profit (defined as the aggregate cash receipts for all new portfolio investments in such Portfolio less Total Expenses (defined as interest expense, operating expense and recovery of acquisition cost in respect of such

 

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Portfolio)) for such Portfolio for the applicable measuring period (the “Equity Performance Awards”). The Equity Performance Awards will be allocated and paid by RP Holdings to EPA Holdings as the holder of the RP Holdings Class C Special Interests. The Equity Performance Awards will be payable in RP Holdings Class B Interests that will be exchanged upon issuance for Class A ordinary shares of the Company. The number of Class A ordinary shares of the Company payable shall be based on a     -day trailing VWAP ending      days prior to the payment date. EPA Holdings may also receive a periodic cash advance in respect of the RP Holdings Class C Special Interest to the extent necessary for EPA Holdings or any of its beneficial owners to pay when due any income tax imposed on it or them as a result of it holding such RP Holdings Class C Special Interest, calculated using an assumed tax rate. To the extent EPA Holdings receives any such periodic cash advance, the amount of the RP Holdings Class B Interests received by EPA Holdings will be reduced by the amount of such periodic cash advance.

EPA Holdings will not be entitled to Equity Performance Awards on any Net Economic Profit derived from investments made by Old RPI prior to the Exchange Date and contributed to the RPI Group in the Exchange Offer Transactions. Such investments of Old RPI will be in a separate Portfolio (the “Old RPI Portfolio”).

On any quarterly equity distribution date, the Equity Performance Awards payable will be subject to each of the following three conditions:

Condition One: Cumulative Net Economic Profit for such Portfolio for all periods prior to the relevant quarterly determination date is positive. Cumulative Net Economic Profit is positive if the aggregate cash receipts for all investments in a Portfolio for all prior periods is greater than the Total Expenses allocated to such for all prior periods.

Condition Two: The aggregate projected cash receipts, as determined on a basis consistent with the effective interest method used in our GAAP financial statements, for all investments in such Portfolio for all periods commencing after such quarterly determination date are equal to or greater than one hundred and thirty-five percent (135%) of the projected Total Expenses for all investments in such Portfolio through the expected termination dates of all investments in such Portfolio.

Condition Three: The aggregate projected cash receipts, as determined on a basis consistent with the effective interest method used in our GAAP financial statements, for all investments in all Portfolios, other than the Old RPI Portfolio, for all periods commencing after such quarterly determination date are equal to or greater than one hundred and thirty-five percent (135%) of the projected Total Expenses for all of the Portfolios through the termination or disposition dates of all investments in all of the Portfolios, other than the Old RPI Portfolio.

The Equity Performance Awards are structured on a portfolio-by-portfolio basis, with portfolios based on two-year periods, to mitigate the risk that Equity Performance Awards are paid on a profitable investment even though, in the aggregate, the investments made over a two year period are not profitable. The three conditions above are also intended to reduce the risk that Equity Performance Awards are payable at a time when our portfolio of investments is not performing well overall.

We do not currently expect any material Equity Performance Awards to be payable until the late 2020s.

IPO Contingent Appreciation Interest

In connection with the consummation of the Exchange Offer Transactions, the Continuing Investors Partnerships issued to EPA Holdings a special limited partnership interest (the “IPO Contingent Appreciation Interest”) which may result in the transfer of a number of limited partnership interests in the Continuing Investors Partnerships from the Continuing Investors to EPA Holdings if the trading price of our Class A ordinary shares attains specified levels during the three year period after the expiration of the underwriter lock-up agreement. If so transferred, these limited partnership interests will be exchangeable for RP Holdings Class B Interests that in turn will be exchangeable for Class A ordinary shares of the Company.

 

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The IPO Contingent Appreciation Interest will only affect the Continuing Investors’ ownership of the Continuing Investor Partnerships and will not affect the number of our outstanding ordinary shares or have a dilutive effect on investors that purchase Class A ordinary shares in this offering.

The IPO Contingent Appreciation Interest is intended to incentivize the management team of the Manager to complete an initial public offering and to maximize the trading price performance of the Company subsequent to the initial public offering.

The effect of the IPO Contingent Appreciation Interest will be to transfer from the Continuing Investors to EPA Holdings limited partnership interests in the Continuing Investor Partnerships exchangeable for up to              Class A ordinary shares of the Company, or up to     % of the total outstanding Class A ordinary shares of the Company following the completion of the offering, calculated on a fully diluted basis.

RP Holdings Articles

As a result of the Reorganization Transactions, we will be the sole owner of the RP Holdings Class A Interests, which have the sole voting power in RP Holdings (subject to certain exceptions as described herein), and as a result we will have the right to appoint the board of directors of RP Holdings and therefore control the business and affairs of RP Holdings, and through RP Holdings and its subsidiaries, including RPI, conduct our business. The board of directors of RP Holdings will determine when dividends will be paid to the shareholders of RP Holdings and the amount of any such dividends (subject to the requirements with respect to the dividends paid to EPA Holdings in respect of its RP Holdings Class C Special Interests for the purpose of tax distributions as described above). If RP Holdings pays a dividend, such dividend will be paid to us and the Continuing Investors Partnerships, pro rata and pari passu in accordance with our respective ownership of RP Holdings Class A Interests and RP Holdings Class B Interests. As holder of the RP Holdings Class A Interests, we will also have the ability to direct the board of directors of RP Holdings to recommend dividends in accordance with the terms of the RP Holdings Articles to the extent lawful.

Registration Rights Agreements

Certain of our shareholders, including M. Germano Guiliani, will be provided with unlimited piggyback and twice annual demand registration rights and our directors and named executive officers will be provided with unlimited piggyback registration rights subject to customary limitations and restrictions. See “Class A Ordinary Shares Eligible for Future Sale—Registration Rights.”

Exchange Agreement

Continuing International Investors Partnership and Continuing US Investors Partnership will, upon instruction of any of their partners from time to time following the consummation of the offering, distribute the RP Holdings Class B Interests held on behalf of such partner that are subject to such instruction which will then be exchanged for our Class A ordinary shares (subject to the terms of the underwriters’ “lock-up” agreements). Pursuant to agreements with the Continuing Investors Partnerships, certain of the Continuing Investors have agreed to exchange, shortly before or upon consummation of this offering, interests in the Continuing Investors Partnerships into an aggregate of          Class A ordinary shares representing     % of the total outstanding Class A ordinary shares after giving effect to the offering.

Director Appointment Agreement

In connection with the consummation of the Exchange Offer Transactions, EPA Holdings reached an agreement (the “Director Appointment Agreement”) with M. Germano Giuliani, a member of the investment

 

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committee of the Legacy Investors Partnerships, who, together with such member’s affiliates, was also a significant investor in the Legacy Investors Partnerships. M. Germano Giuliani is referred to as the “Designated Investor.” The Designated Investor, together with his affiliates, is referred to as the “Designated Investor Group.”

The terms of the Director Appointment Agreement provide the Designated Investor with certain rights pertaining to serving on, and being nominated for service on, our board of directors. Specifically, the Director Appointment Agreement provides that:

 

   

If (a) the Designated Investor Group continues to maintain ownership of interests in the Continuing Investors Partnerships, on the date of this offering, equivalent to at least 40% of the total interests in the Legacy Investors Partnerships owned by the Designated Investor Group (as of the date the Exchange Offer Transactions was proposed to investors in the Legacy Investors Partnerships) and (b) the Designated Investor maintains voting control over at least 5% of the outstanding ordinary shares of the Company (on an aggregate basis treating the Class A ordinary shares and Class B shares of the Company as a single class) immediately after giving effect to this offering, then the Designated Investor Group will be entitled to nominate its Designated Investor as an initial member of the board of directors.

 

   

To the extent the Designated Investor has been appointed to the board of directors, then if and so long as (a) the ordinary shares of the Company owned by the Designated Investor Group represent at least 5% of the outstanding ordinary shares (on an aggregate basis treating the Class A ordinary shares and Class B shares of the Company as a single class) and (b) the Designated Investor maintains voting control over at least 5% of the outstanding ordinary shares (on an aggregate basis treating the Class A ordinary shares and Class B shares of the Company as a single class), then the Designated Investor will be re-nominated as part of the Company’s slate of directors at its next two annual meetings following this offering. Such nomination commitment will be conditioned upon the Designated Investor’s agreement, on behalf of itself and its controlled affiliates, for so long as the Designated Investor serves on the board of directors, to (i) vote all ordinary shares of the Company owned or controlled by the Designated Investor in favor of the Company’s slate of directors, (ii) comply with customary public company standstill provisions (including, without limitation, preventing acquisitions of additional shares of the Company, shareholder or acquisition proposals, formation of groups and similar restrictions) and (iii) refrain from making any transfers of its ordinary shares of the Company to any purchaser who, following such transfer, would own 5% or more of the outstanding ordinary shares of the Company (other than open market sales where the identity of the purchaser is not known to the Designated Investor or affiliate).

Mr. Giuliani will serve as a member of our board of directors as of the consummation of this offering.

Review, Approval or Ratification of Transactions with Related Parties

In connection with this offering, we have adopted a policy that our executive officers, directors, nominees for election as a director, beneficial owners of 5% or more of our ordinary shares and any members of the immediate family of any of the foregoing persons are not permitted to enter into a related party transaction with us without the approval or ratification of a designated committee of our board of directors (which will initially be the audit committee) or other committee designated by our board of directors made up solely of independent directors. Any request for us to enter into a transaction with an executive officer, director, nominee for election as a director, beneficial owner of 5% or more of our ordinary shares or any member of the immediate family of any of the foregoing persons, in which the amount involved exceeds $120,000 and such person would have a direct or indirect interest, must be presented to our audit committee or other committee of independent directors for review to determine whether the related party involved has a direct or indirect material interest in the transaction and whether the proposed transaction is on arms’-length terms. In reviewing any such proposal, our audit committee or other committee of independent directors are to consider the relevant facts of the transaction, including the risks, costs and benefits to us and whether the transaction is on

 

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terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances.

In addition, under the Companies Act certain transactions with directors and their connected parties will require the approval of shareholders.

Indemnification of Directors and Officers

We generally will indemnify the following persons, to the fullest extent permitted by law, from and against all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts on an after tax basis: any director or officer, any director or officer who is or was serving at our request as a director, officer, employee, member, partner, tax matters partner, agent, fiduciary or trustee of another person, any person who is named in the registration statement of which this prospectus forms a part as being or about to become a director or a person performing similar functions and any person the board of directors in its sole discretion designates as an indemnitee, which includes the members of the board of directors of RP Holdings. We have agreed to provide this indemnification unless there has been a final and non-appealable judgment by a court of competent jurisdiction determining that these persons acted in bad faith or engaged in fraud or willful misconduct, subject to the limitations set forth in the following paragraph. We have also agreed to provide this indemnification for criminal proceedings, subject to the limitations set forth in the following paragraph. Any indemnification under these provisions will only be out of our assets.

The U.K. Companies Act renders void an indemnity for a director against any liability that would otherwise attach to that director in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he is a director. Furthermore, any provision that purports to oblige a company to indemnify (directly or indirectly) a director of that company or an associated company from any liability that would otherwise attach to that director in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he is a director is void other than with respect to certain permitted indemnity obligations in connection with the provision of insurances, qualifying third party indemnities and qualifying pension scheme indemnities.

We may also purchase insurance against liabilities asserted against and expenses incurred by persons for our activities, regardless of whether we would have the power to indemnify the person against such liabilities.

In addition, we will enter into indemnification agreements with each of our directors. The indemnification agreements will provide our directors with contractual rights to indemnification, expense advancement and reimbursement, to the fullest extent permitted by law. We will also indemnify such persons to the extent they serve at our request as directors, officers, employees or other agents of any other entity, to the fullest extent permitted by law.

 

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth information regarding beneficial ownership of our ordinary shares as of             , 2020, by:

 

   

each person, or group of affiliated persons, known by us to own beneficially more than 5% of any class of our share capital;

 

   

each of the directors and the named executive officers individually; and

 

   

all directors and our executive officers as a group.

The numbers of Class A ordinary shares and Class B shares beneficially owned and percentages of beneficial ownership before this offering that are set forth below are based on the number of shares and RP Holdings Class B Interests to be issued and outstanding prior to this offering after giving effect to the Reorganization Transactions. See “Organizational Structure.” The numbers of Class A ordinary shares and Class B shares beneficially owned and percentages of beneficial ownership after this offering that are set forth below are based on (a) the number of shares and RP Holdings Class B Interests to be issued and outstanding immediately after this offering (after giving effect to the exchange of RP Holdings Class B Interests held by certain limited partners of the Continuing Investors Partnerships into Class B shares upon consummation of this offering) and (b) an assumed initial public offering price of $            per share (the midpoint of the range set forth on the cover page of this prospectus).

The amounts and percentages of Class A ordinary shares and Class B shares beneficially owned are reported on the basis of the rules and regulations of the SEC governing the determination of beneficial ownership of securities. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days, including those Class A ordinary shares issuable pursuant to the Exchange Agreement. See “Certain Relationships and Related Party Transactions—Exchange Agreement.” Under these rules, more than one person may be deemed to be a beneficial owner of the same securities.

 

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Unless otherwise noted below, the address of the persons listed on the table is c/o Royalty Pharma plc, 110 East 59th Street, New York, NY 10022. To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all Class A ordinary shares.

 

     Class A Ordinary Shares Beneficially Owned(1)(2)(3)  
     After Giving Effect to
the Reorganization
Transactions and
Prior to this Offering
     After Giving Effect to
the Reorganization
Transactions and this
Offering Assuming
Underwriters’ Option Is
Not Exercised
     After Giving Effect to
the Reorganization
Transactions and this
Offering Assuming
Underwriters’ Option is
Exercised in Full
 

Name of Beneficial Owner

   Number      Percent      Number      Percent      Number      Percent  

5% Equityholders

                 

Adage Capital Management, L.P. (4)

                 

Directors and Named Executive Officers

                 

Pablo Legorreta (5)

                 

Terrance Coyne (6)

                 

Christopher Hite

                 

George Lloyd (7)

                 

James Reddoch (8)

                 

William Ford (9)

                 

Errol De Souza

                 

Greg Norden

                 

M. Germano Giuliani (10)

                 

Rory Riggs (11)

                 

All executive officers and directors as a group (Ten persons)

                 

 

     Class B Shares Beneficially Owned(1)(2)(3)  
     After Giving Effect to
the Reorganization
Transactions and Prior
to this Offering
     After Giving Effect to
the Reorganization
Transactions and this
Offering Assuming
Underwriters’ Option Is
Not Exercised
     After this Offering
Assuming Underwriters’
Option is Exercised in
Full
 

Name of Beneficial Owner

   Number      Percent      Number      Percent      Number      Percent  

5% Equityholders

                 

Continuing US Investors Partnership

                 

Continuing International Investors Partnership

                 

Adage Capital Management, L.P. (4)

                 

Nogra Group SICAF - SIF S.A. (12)

                 

Directors and Named Executive Officers

                 

Pablo Legorreta (5)

                 

Terrance Coyne (6)

                 

Christopher Hite

                 

George Lloyd (7)

                 

James Reddoch (8)

                 

William Ford (9)

                 

Errol De Souza

                 

Greg Norden

                 

M. Germano Giuliani (10)

                 

Rory Riggs (11)

                 

All executive officers and directors as a group (Ten persons)

                 

 

(1)

Continuing International Investors Partnership and Continuing US Investors Partnership will, upon instruction of any of their partners from time to time following the consummation of the offering, distribute the RP Holdings Class B Interests held on behalf of such partner that are subject to such instruction which will then be exchanged for our Class A ordinary shares (subject to the terms of the underwriters’ “lock-up” agreements). Pursuant to agreements with the Continuing Investors Partnerships, certain of the Continuing Investors have agreed to exchange, shortly before or upon consummation of this offering, interests in the Continuing Investors Partnerships into an aggregate of          Class A ordinary shares representing     % of the total outstanding Class A ordinary

 

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  shares after giving effect to the offering. See “Certain Relationships and Related Party Transactions—Exchange Agreement.” Beneficial ownership of Class A ordinary shares reflected in the “Class A Ordinary Shares Beneficially Owned” table above reflects beneficial ownership of RP Holdings Class B Interests and Class B shares which would, if applicable, be exchangeable for Class A ordinary shares immediately following this offering (subject to the terms of the underwriters’ “lock-up” agreements and the Exchange Agreement).
(2)

Following the Reorganization Transactions, the Continuing Investors will indirectly own RP Holdings Class B Interests and a corresponding number of Class B shares held by the applicable Holders Partnership and will be entitled to one vote for each Class B share held by them.

(3)

Represents percentage of voting power of the Class A ordinary shares and Class B shares voting together as a single class. See “Description of Share Capital.”

(4)

Reflects shares held by Adage Capital Management, L.P., which are held through Adage Capital Partners, LP, a Delaware limited partnership (the “Fund”). Adage Capital Partners, GP, LLC (“ACPGP”), serves as the general partner of the Fund and as such has discretion over the portfolio of securities beneficially owned by the Fund. Adage Capital Advisors, LLC, a Delaware limited liability company (“ACA”), is managing member of ACPGP and directs ACPGP’s operations. Robert Atchinson and Phillip Gross are the managing members of ACPGP and ACA and general partners of the Fund. Robert Atchinson and Phillip Gross disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. The address of ACPGP is 200 Clarendon St. 52nd Floor, Boston, MA 02116.

(5)

Represents shares owned by a family vehicle controlled by Mr. Legorreta. Mr. Legorreta has agreed with the Company to retain and not sell before February 2025 certain of his interests in Continuing Investors Partnerships exchangeable into             Class A ordinary shares. Our Board of Directors has agreed to consider waiving this restriction for important life events or where this restriction would otherwise impose a hardship. Mr. Legorreta has pledged interests in Continuing Investors Partnership, exchangeable for              Class A ordinary shares pursuant to a pledge agreement to secure a loan made to Mr. Legorreta by an affiliate of one of the underwriters.

(6)

Represents shares owned by a family vehicle controlled by Mr. Coyne. Mr. Coyne has agreed with our Manager to retain and not sell before February 2025 certain of his interests in Continuing Investors Partnerships that are exchangeable into             Class A ordinary shares. Our Manager has agreed to consider waiving this restriction for important life events or where this restriction would otherwise impose a hardship.

(7)

Represents shares owned by family vehicles controlled by Mr. Lloyd. Mr. Lloyd has agreed with our Manager to retain and not sell before February 2025 certain of his interests in Continuing Investors Partnerships that are exchangeable into             Class A ordinary shares. Our Manager has agreed to consider waiving this restriction for important life events or where this restriction would otherwise impose a hardship. Mr. Lloyd has pledged interests in Continuing Investors Partnerships exchangeable for                 Class A ordinary shares pursuant to a pledge agreement to secure a loan made to Mr. Lloyd by an affiliate of one of the underwriters.

(8)

Represents shares owned by a family vehicle controlled by Mr. Reddoch. Mr. Reddoch has agreed with our Manager to retain and not sell before February 2025 certain of his interests in Continuing Investors Partnerships that are exchangeable into             Class A ordinary shares. Our Manager has agreed to consider waiving this restriction for important life events or where this restriction would otherwise impose a hardship.

(9)

Consists of interests in RP US Partners 2019, LP held by General Atlantic (RP) Collections, LLC (“GA RP Collections”) exchangeable for              Class A ordinary shares. Mr. Ford is employed by an entity affiliated with GA RP Collections. The members of GA RP Collections that share beneficial ownership of the interests held by GA RP Collections are indirectly held by the following General Atlantic investment funds, (the “GA Funds”): General Atlantic Partners AIV-1 A, L.P. (“GAP AIV-1 A”), General Atlantic Partners AIV-1 B, L.P. “(GAP AIV-1 B”), GAP Coinvestments CDA, L.P. (“GAPCO CDA”), GAP Coinvestments III, LLC (“GAPCO III”), GAP Coinvestments IV, L.P. (“GAPCO IV”) and GAP Coinvestments V, LLC (“GAPCO V”). General Atlantic (SPV) GP, LLC (“GA SPV”) is the sole non-member manager of GA RP Collections. The general partner of GAP AIV-1 A and GAP AIV-1 B is General Atlantic GenPar, L.P. (“GA GenPar”). The general partner of GA GenPar is General Atlantic LLC (“GA LLC”). GA LLC is the sole member of GA SPV, the managing member of GAPCO III, GAPCO IV and GAPCO V and the general partner of GAPCO CDA. There are eight members of the management committee of GA LLC (the “GA Management Committee”). Mr. Ford is a member of the GA Management Committee and is Chief Executive Officer and a Managing Director of GA LLC. GA LLC, GA GenPar, GA SPV, GAP AIV-1 A, GAP AIV-1 B, GAPCO III, GAPCO IV, GAPCO V, GAPCO CDA (collectively, the “GA Group”) are a “group” within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934, as amended. Each of the members of the GA Management Committee disclaims ownership of the ordinary shares except to the extent he or she has a pecuniary interest therein. Mr. Ford also indirectly holds interests exchangeable for              Class A ordinary shares in the Company, as an individual and through a family vehicle, by virtue of a private membership interest in Steamboat Park Investments, LLC (“SPI”) and Madison Park

 

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  Capital, LLC (“MPC”), two other U.S. based entities within the General Atlantic private equity group. Mr. Ford is an officer of SPI and MPC. The business address of Mr. Ford, the GA Group, SPI and MPC is c/o General Atlantic Service Company, L.P., 55 East 52nd Street, 33rd Floor, New York, NY 10055.
(10)

Reflects                  shares held directly by Skyeline Management Ltd and                  shares held directly by Avara Management Ltd. Skyeline Management Ltd is wholly-owned by Avara Management Ltd. Avara Management Ltd is wholly-owned by M. Germano Giuliani. The address of Mr. Giuliani, Skyeline Management Ltd and Avara Management Ltd is                 . This amount excludes shares beneficially owned by Nogra Group. Mr. Giuliani and his brother are the beneficiaries of trusts that indirectly beneficially own the interests in the shares managed by Nogra Group, but Mr. Giuliani has no investment or voting power over such shares. Mr. Giuliani disclaims beneficial ownership over the shares beneficially owned by Nogra Group.

(11)

Represents                  shares held by New Ventures Select, LLC;                  shares held by New Ventures I, LLC; and                  shares held by New Ventures III, LLC. Mr. Riggs has voting and investment control with respect to the shares held by New Ventures Select, LLC, New Ventures I, LLC and New Ventures III, LLC. Mr. Riggs has pledged interests in Continuing Investors Partnerships exchangeable for                 Class A ordinary shares pursuant to a pledge agreement to secure a loan made to Mr. Riggs by an affiliate of one of the underwriters.

(12)

Reflects shares held by Nogra Group SICAF SIF GG Strategic (“GG Strategic”) and Nogra Group SICAF SIF MGG Strategic (“MGG Strategic,” and together with GG Strategic, the “Nogra Funds”), sub-funds managed and administered by Nogra Group SICAF - SIF S.A. (“Nogra Group”), a closed-ended investment entity organized under the laws of the Grand Duchy of Luxembourg. A board of directors consisting of Giammaria Giuliani, Achille G. Severgnini, Marco Sterzi and Franco Toscano has voting and dispositive power over the securities managed by Nogra Group. Each member of the board disclaims beneficial ownership over such shares. Nogra Group is owned by the GG Trust, of which Giammaria Giuliani is the beneficiary, and the MGG Trust (together with the GG Trust, the “Trusts”), of which M. Germano Giuliani, the brother of Giammaria Giuliani, is the beneficiary. The GG Trust is the 100% economic owner of the shares held by GG Strategic, and the MGG Trust is the 100% economic owner of the shares held by MGG Strategic. Each of Giammaria Giuliani and M. Germano Giuliani disclaim beneficial ownership over the shares beneficially owned by the Nogra Funds. The trustee of each of the Trusts is GISEV Trustees Limited. The protector of each of the Trusts is Achille G. Severgnini, who has the power to remove and replace the trustee of each the Trusts. The address of Nogra Group is 18, Avenue de la Porte Neuve, L-2227 Luxembourg.

 

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DESCRIPTION OF SHARE CAPITAL

The following description is a summary of our share capital as specified in our Articles of Association, which will be adopted immediately prior to the closing of this offering. You are encouraged to read the Articles of Association in their entirety. This summary does not purport to be complete and the statements in this summary are qualified in their entirety by reference to, and are subject to, the detailed provisions of our Articles of Association and the U.K. Companies Act.

Capital Structure

Issued Share Capital

Immediately prior to the closing of this offering, we will have two classes of voting shares: Class A and Class B, each of which has one vote per share. The Class A ordinary shares and Class B shares will vote together as a single class on all matters submitted to a vote of shareholders, except as otherwise required by applicable law. We will also have in issue 50,000 Class R redeemable shares, which shall not entitle the holder to voting or dividend rights. The purpose of the Class R redeemable shares was to ensure Royalty Pharma Limited had sufficient sterling denominated share capital at the time it was re-registered as a public limited company, as required by the U.K. Companies Act. It is presently expected that those shares will be redeemed at some future point following closing of this offering in order to leave the Company with only U.S. dollar denominated share capital. Any such redemption would be at nominal value.

Immediately prior to the closing of this offering, our issued and outstanding share capital will be $             and £50,000 divided into              Class A ordinary shares with a nominal value of $            per share,              Class B shares with a nominal value of $            per share and 50,000 Class R redeemable shares with a nominal value of £1 per share.

The board of directors has obtained authority from our shareholders prior to the consummation of this offering to allot and issue new Class A ordinary shares, and to grant rights to subscribe for or to convert any security into new Class A ordinary shares, up to a maximum aggregate nominal amount (i.e., par value), representing         % of the number of shares in the capital of the Company then issued and outstanding for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) on the date which is five years from                     . Renewal of such authorization is expected to be sought at least once every five years, and possibly more frequently. The rights and restrictions to which the Class A ordinary shares are subject are prescribed by our Articles of Association.

Class A Ordinary Shares

Voting rights. The holders of Class A ordinary shares are entitled to one vote per share on all matters to be voted upon by the shareholders other than with respect to matters that require a separate class vote in accordance with applicable law.

Dividend rights. Subject to preferences that may be applicable, the holders of Class A ordinary shares are entitled to receive ratably such dividends, if any, as may be approved from time to time by the board of directors out of funds legally available therefor. See “Dividend Policy.”

Rights upon liquidation. In the event of liquidation, dissolution or winding up of Royalty Pharma the holders of Class A ordinary shares are entitled to share ratably in all assets remaining after payment of liabilities.

Class B Shares

Voting rights. The holders of Class B shares are entitled to one vote per share on all matters to be voted other than with respect to matters that require a separate class vote in accordance with applicable law.

 

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Dividend rights. The holders of Class B shares do not have any rights to receive dividends.

Rights upon liquidation. The holders of Class B shares only have limited rights to receive a distribution equal to their nominal value upon a liquidation, dissolution or winding up of Royalty Pharma, following the prior payment of the nominal capital paid up or credited as paid up on each Class A ordinary share as well as an amount of $10,000,000 on each Class A ordinary share upon such liquidation, dissolution or winding up.

Dividends

Under English law, the Company may only pay dividends out of profits available for that purpose. The Company’s profits available for distribution are its accumulated, realized profits, to the extent that they have not been previously utilized by distribution or capitalization, less its accumulated, realized losses, to the extent that they have not been previously written off in a reduction or reorganization of capital duly made. The amount of the Company’s distributable reserves is a cumulative calculation. The Company may be profitable in a single financial year but unable to pay a dividend if the profits of that year do not offset all previous years’ accumulated, realized losses.

Additionally, the Company may only make a distribution if the amount of its net assets is not less than the aggregate of its called-up share capital and undistributable reserves, and if, and to the extent that, the distribution does not reduce the amount of those assets to less than that aggregate.

Our Articles of Association will authorize our board of directors to approve interim dividends without shareholder approval to the extent that the approval of such dividends appears justified by profits. Our board of directors may also recommend a final dividend to be approved and declared by the shareholders at an annual general meeting and may direct that the payment be made by distribution of assets, shares or cash. No dividend may exceed the amount recommended by the board of directors. See “Dividend Policy.”

Our Articles of Association will also permit a scrip dividend scheme under which the board of directors may offer any holders of Class A ordinary shares the right to elect to receive Class A ordinary shares, credited as fully paid, instead of cash in respect of the whole (or some part determined by the board of directors) all or any dividend subject to certain terms and conditions set out in our Articles of Association.

The entitlement to a dividend lapses if unclaimed for 12 years.

Requisitioning Shareholder Meetings

If any shareholder requests, in accordance with the provisions of the U.K. Companies Act, us to (a) call a general meeting for the purposes of bringing a resolution before the meeting, or (b) give notice of a resolution to be proposed at a general meeting, such request must among other things (in addition to any other statutory requirements):

 

   

set forth the name and address of the requesting person and equivalent details of any person associated with it or him (in the manner contemplated by our Articles of Association), together with details of all interests held by it or him (and their associated persons) in us;

 

   

if the request relates to any business the member proposes to bring before the meeting, set forth a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting, the text of the proposal (including the complete text of any proposed resolutions) and, in the case of any proposal to amend our Articles of Association, the complete text of the proposed amendment;

 

   

set forth, as to each person (if any) whom the shareholder proposes to nominate for appointment to the board of directors, all information that would be required to be disclosed by us in connection with the

 

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election of directors, and such other information as we may require to determine the eligibility of such proposed nominee for appointment to the board.

Quorum for General Meetings

Our Articles of Association will provide that no business shall be transacted at any general meeting unless a quorum is present.

The necessary quorum for a general meeting is the shareholders who together represent at least 30% of the voting rights of our voting shares entitled to vote at the meeting, present in person or by proxy, save that if only one shareholder is entitled to attend and vote at the general meeting, one qualifying shareholder present at the meeting and entitled to vote is a quorum.

Voting Rights

Under the Articles of Association, each holder of Class A ordinary shares or Class B shares is entitled to one vote for each ordinary share that he or she holds as of the record date for the meeting. Neither English law nor any of our constituent documents places limitations on the right of nonresident or foreign owners to vote or hold ordinary shares.

The voting at a general meeting must be taken by poll. Subject to any relevant special rights or restrictions attached to any shares, on a poll taken at a general meeting, each qualifying shareholder present in person or by proxy (or, in the case of a corporation, a corporate representative) and entitled to vote on the resolution has one vote for every Class A ordinary share or Class B share held by such shareholder.

An ordinary resolution must be approved by a simple majority, and a special resolution approved by at least 75%, of shareholders attending and voting, whether in person or by proxy.

Amendment to our Articles of Association

Under English law, shareholders may amend the articles of association of a company by special resolution. However, certain provisions of our Articles of Association require a higher threshold of shareholder approval or satisfaction of other procedures before such provision or provisions can be varied.

The article in our Articles of Association which requires voting at a general meeting to be taken on a poll may only be removed, amended or varied by resolution of the shareholders passed unanimously.

General Meetings and Notices

An annual general meeting must be called by not less than 21 clear days’ notice (i.e., excluding the date of receipt or deemed receipt of the notice and the date of the meeting itself). At least seven clear days’ notice is required for any adjourned meeting, and such meeting must be held not less than 14 days but not more than 28 days after adjournment at such time and place specified for the purpose in the notice calling the meeting or as decided by the chairman of the meeting.

The notice of a general meeting must be given to the shareholders (other than any who, under the provisions of the Articles of Association or the terms of allotment or issue of shares, are not entitled to receive notice), to the board of directors and to the auditors. Under English law, we are required to hold an annual general meeting of our shareholders within six months from the day following the end of our financial year. Subject to the foregoing, a general meeting may be held at a time and place determined by the board of directors.

Under English law, our board of directors must convene such a meeting once it has received requests to do so from shareholders representing at least 5% of the paid up share capital of the Company as carries voting rights at general meetings (excluding any paid-up capital held as treasury shares).

 

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Under our Articles of Association, a general meeting may also be called if the Company has fewer than two directors and the director (if any) is unable or unwilling to appoint sufficient directors to make up a quorum or to call a general meeting to do so. In such case, two or more shareholders may call a general meeting (or instruct the secretary to do so) for the purpose of appointing one or more directors.

Winding Up

In the event of a voluntary winding up of the Company, the liquidator may, with the sanction of a special resolution of the Company and any other sanction required by law, subject to the U.K. Insolvency Act of 1986, after applying the Company’s property to satisfy the Company’s liabilities, divide among the holders of Class A ordinary shares of the Company the whole or any part of the assets of the Company, whether they consist of property of the same kind or not, and vest the whole or any part of the assets in trustees upon such trusts for the benefit of the holders of Class A ordinary shares of the Company as the liquidator, with such sanction, may determine. No shareholder of the Company shall be compelled to accept any assets upon which there is a liability.

On a return of capital on a liquidation, reduction of capital or otherwise, the surplus assets of the Company available for distribution among the holders of Class A ordinary shares shall be applied pro rata (rounded to the nearest whole number).

Rights of Pre-Emption on New Issues of Shares

Under the U.K. Companies Act, the allotment of “equity securities” (except pursuant to an employees’ share scheme and as bonus shares) that are to be paid for wholly in cash must be offered first to the existing holders of equity securities in proportion to the respective nominal amounts (i.e., par values) of their holdings on the same or more favorable terms, unless a special resolution to the contrary has been passed or the articles of association otherwise provide disapplication from this requirement (which disapplication can be for a maximum of five years after which shareholders’ approval would be required to renew the disapplication). “Equity securities” means ordinary shares or rights to subscribe for, or convert securities into, ordinary shares where ordinary shares means shares other than shares that, with respect to dividends and capital, carry a right to participate only up to a specified amount in a distribution. In relation to the Company, “equity securities” will therefore include the Class A ordinary shares, and all rights to subscribe for or convert securities into such shares.

Pursuant to a resolution of our shareholder passed prior to the consummation of this offering, the board of directors has obtained authority to allot and issue new Class A ordinary shares and to grant rights to subscribe for or to convert any security into new Class A ordinary shares, up to a maximum aggregate nominal amount (i.e., par value), representing         % of the number of shares in the capital of the Company then issued and outstanding for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) on the date which is five years from                 . Renewal of such authorization is expected to be sought at least once every five years, and possibly more frequently.

Disclosure of Ownership Interests in Shares

Section 793 of the U.K. Companies Act gives us the power to require persons whom we know have, or whom we have reasonable cause to believe have, or within the previous three years have had, an interest in any shares of the Company to disclose specified information regarding those shares. Failure to provide the information requested within the prescribed period (or knowingly or recklessly providing false information after the date the notice is sent) can result in criminal or civil sanctions being imposed against the person in default.

Under our Articles of Association, if any of our shareholders, or any other person appearing to be interested in the shares of the Company held by such shareholder, has been duly served with a notice under section 793 and fails to give us the information required by such notice or has made a statement which is false or inadequate in a

 

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material particular, then our board of directors may, in its absolute discretion at any time by notice, withdraw voting rights and place restrictions on the rights to receive dividends and refuse to register a transfer of such shares.

Alteration of Share Capital/Share Repurchases

Subject to the provisions of the U.K. Companies Act, and without prejudice to any relevant special rights attached to any class of shares, we may, from time to time, among other things:

 

   

increase our share capital by allotting and issuing new shares in accordance with our Articles of Association and any relevant shareholder resolution;

 

   

consolidate all or any of our share capital into shares of a larger nominal amount (i.e., par value) than the existing shares;

 

   

subdivide any of our shares into shares of a smaller nominal amount (i.e., par value) than its existing shares; or

 

   

redenominate our share capital or any class of share capital

The Company may not consolidate, divide, subdivide or redenominate any class of ordinary shares without consolidating, dividing, subdividing or redenominating (as the case may be) the other classes of voting shares.

English law prohibits us from purchasing our own shares unless such purchase has been approved by our shareholders. Shareholders may approve two different types of such share purchases: “on-market” share purchases or “off-market” share purchases. “On-market” purchases may only be made on a “recognised investment exchange,” which does not include            , which is the only exchange on which the Company’s shares will be traded. In order to purchase our own shares, as a Company listed on             , we must therefore obtain the approval of our shareholders for an “off-market purchase” (on the basis of a specific purchase agreement with a financial intermediary) to acquire shares that are traded on             . This requires our shareholders to pass an ordinary resolution approving an “off-market purchase,” where such approval may be for a maximum period of five years. In relation to an “off-market purchase,” we may not acquire our own shares until the terms of the contract pursuant to which the purchase(s) are to be made have been authorized by our shareholders.

Transfer and Registration of Shares

Our Articles of Association allow shareholders to transfer all or any of their shares by instrument of transfer in writing in any usual form or in any other form which our board of directors may approve.

The instrument of transfer must be executed by or on behalf of the transferor and (in the case of a transfer of a share that is not fully paid) by or on behalf of the transferee. Our Articles of Association also permit transfer of shares in uncertificated form by means of a relevant electronic system.

We may not charge a fee for registering the transfer of a share.

Our board of directors may, in its absolute discretion, refuse to register a transfer of shares in certificated form if it is not fully paid (provided that the refusal does not prevent dealings in the shares from taking place on an open and proper basis) or is with respect to a share on which we have a lien and sums in respect of which the lien exists are payable and are not paid within 14 clear days after due notice has been sent. If our board of directors refuses to register a transfer of a share, it shall notify the transferor of the refusal and the reasons for it as soon as practicable and in any event within two months after the date on which the instrument of transfer was lodged with us (in the case of a transfer of a share in certificated form) or the instructions to the relevant system received. Any instrument of transfer which our board of directors refuses to register shall (except in the case of fraud) be returned to the person lodging it when notice of the refusal is sent.

 

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Computershare Trust Company, N.A. will act as our transfer agent and registrar. The share register reflects only registered owners of our Class A ordinary shares, Class B shares, Class R redeemable shares and deferred shares. Registration in the Company’s share register will be determinative of ownership of shares of the Company. A shareholder who holds shares beneficially will not be the holder of record of such shares. Instead, the clearance service or depositary (for example, Cede & Co, as nominee for the Depository Trust Company, or DTC, or GTU Ops, Inc., as nominee for Computershare Trust Company, N.A.) or other nominee will be the holder of record of those shares. Accordingly, a transfer of shares from a person who holds such shares beneficially to a person who holds such shares beneficially through a clearance service or depositary or other nominee will not be registered in the Company’s official share register, as the depositary or other nominee will remain the record holder of any such shares.

In the event that the Company notifies one or both of the parties to a share transfer that it believes stamp duty or stamp duty reserve tax is required to be paid in connection with a transfer of shares of the Company, if the parties to the transfer have an instrument of transfer duly stamped to the extent required and then provide such instrument of transfer to the Company’s share registrar, the buyer will be registered as the legal owner of the relevant shares on the official share register, subject to our rights with respect to the disclosure of interests in our shares.

Annual Accounts and Independent Auditor

Under English law, a “quoted company,” which includes a company whose equity share capital is admitted to dealing on Nasdaq, must deliver to the Registrar of Companies a copy of:

 

   

the company’s annual accounts;

 

   

the directors’ remuneration report;

 

   

the directors’ report;

 

   

a strategic report;

 

   

the auditor’s report on those accounts, on the auditable part of the directors’ remuneration report, on the directors’ report and the strategic report.

The annual accounts and reports must be presented to the shareholders at a general meeting (although a vote is not mandatory in respect of such documents). Our individual accounts must be prepared in accordance with U.K. GAAP or IFRS as adopted by the European Union and our consolidated group accounts must be prepared in accordance with U.K. GAAP, IFRS as adopted by the European Union, or U.S. GAAP for our first two financial years. In addition, for public reporting purposes we will prepare consolidated financial statements in accordance with U.S. GAAP. Under our Articles of Association, copies of the annual accounts and reports for that financial year must be sent to every shareholder, every debenture holder and every person entitled to receive notice of general meetings at least 21 clear days before the date of the meeting at which copies of the documents are to be presented. Our Articles of Association provide that any documents to our shareholders may be distributed in electronic form or by making them available on a website, as long as shareholders have agreed that such may be sent or supplied in that form.

As an English company with no applicable exemptions from the audit requirements under the U.K. Companies Act and applicable law, we must appoint an independent auditor to audit the annual accounts of the Company. The auditor of a public company may be appointed by ordinary resolution at the general meeting of the company at which the company’s annual accounts are laid. Directors can also appoint auditors at any time before the company’s first accounts meeting, after a period of exemption or to fill a casual vacancy.

The remuneration of an auditor is fixed by our shareholders by ordinary resolution or in a manner that our shareholders by ordinary resolution determine.

 

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Liability of Directors and Officers

Under English law, any provision that purports to exempt a director of a company (to any extent) from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void.

Takeover Provisions

Regulation of Takeover Bids

Upon completion of this offering and given that the current intention of management is not for central management and control to be within the United Kingdom (or the Channel Islands or the Isle of Man), we do not currently envisage that the Takeover Code will apply to an offer for the Company. It is possible that in the future circumstances could change that may cause the Takeover Code to apply to us. The Takeover Code provides a framework within which takeovers of companies subject to it are conducted. In particular, the Takeover Code contains certain rules in respect of mandatory offers. Under Rule 9 of the Takeover Code, if a person:

 

   

acquires an interest in out shares that, when taken together with shares in which persons acting in concert with such person are interested, carries 30% or more of the voting rights of our shares; or

 

   

who, together with persons acting in concert with such person, is interested in shares that in the aggregate carry not less than 30% and not more than 50% of the voting rights in the company acquires additional interest in shares that increase the percentage of shares carrying voting rights in which that person is interested,

the acquirer, and, depending on the circumstances, its concert parties, would be required (except with the consent of the Takeover Panel) to make a cash offer for our outstanding shares at a price not less than the highest price paid for any interests in the shares by the acquirer or its concert parties during the previous 12 months.

Under English law, an offeror for the Company that has acquired (i) not less than 90% in value of; and (ii) not less than 90% of the voting rights carried by the shares to which the offer relates may exercise statutory squeeze-out rights to compulsorily acquire the shares of the non-assenting minority. However, if an offer for the Company is conducted by way of a scheme of arrangement the threshold for the offeror obtaining 100% of Company shares comprises two components (i) approval by a majority in number of each class of Company shareholders present and voting at the shareholder meeting; and (ii) approval of Company shareholders representing 75% or more in value of each class of Company shareholders present and voting at that meeting.

Share Issues in the Context of an Acquisition

Our Articles of Association provide the board of directors with the power to establish a rights plan and to grant rights to subscribe for our shares pursuant to a rights plan where, in the opinion of the board of directors, acting in good faith, in the context of an acquisition or potential acquisition of 15% or more of our issued voting shares, to do so would improve the likelihood that:

 

   

an acquisition process is conducted in an orderly manner;

 

   

all our shareholders are treated equally and fairly and in a similar manner;

 

   

an optimum price is achieved for our Class A ordinary shares;

 

   

the board of directors would have time to gather relevant information and pursue appropriate strategies;

 

   

the success of Royalty Pharma would be promoted for the benefit of our shareholders as a whole;

 

   

the long term interests of Royalty Pharma, our shareholders and business would be safeguarded; and/or

 

   

Royalty Pharma would not suffer serious economic harm.

Our Articles of Association further provide that the board of directors may, in accordance with the terms of a rights plan, determine to (i) allot shares pursuant to the exercise of rights or (ii) exchange rights for our shares,

 

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where in the opinion of the board of directors acting in good faith, in the context of an acquisition or potential acquisition of 15% or more of our issued voting shares, to do so is necessary in order to prevent:

 

   

the use of abusive tactics by any person in connection with such acquisition;

 

   

unequal treatment of shareholders;

 

   

an acquisition which would undervalue Royalty Pharma;

 

   

harm to the prospects of the success of Royalty Pharma for the benefit of its shareholder as a whole; and/or

 

   

serious economic harm to the prospects of Royalty Pharma,

or where to do so is otherwise necessary to safeguard the long term interests of Royalty Pharma, our shareholders and our business.

Under the Takeover Code, the board of a public company incorporated under the laws of England and Wales is constrained from implementing such defensive measures. However, as discussed above, these measures are included in our Articles of Association as the Takeover Code is not expected to apply to us and these measures are included commonly in the constitution of U.S. companies.

These provisions will apply for so long as we are not subject to the Takeover Code.

Corporate Governance

Our Articles of Association allocate authority over the day-to-day management of us to our board of directors. Our board of directors may then delegate any of its powers, authorities and discretions (with power to sub-delegate) to any committee, consisting of such person or persons (whether directors or not) as it thinks fit, but regardless, our board of directors will remain responsible, as a matter of English law, for the proper management of our affairs. Committees may meet and adjourn as they determine proper. Unless otherwise determined by the board of directors, the quorum necessary for the transaction of business at any committee meeting shall be a majority of the members of such committee then in office unless the committee shall consist of one or two members, in which case one member shall constitute a quorum.

Choice of Forum/Governing Law

The rights of holders of our ordinary shares will be governed by the laws of England and Wales.

Our Articles of Association provide that the courts of England and Wales will be the exclusive forum for resolving all shareholder complaints other than shareholder complaints asserting a cause of action arising under the Securities Act and the Exchange Act, for which the U.S. federal district courts will be the exclusive forum. As a company incorporated in England and Wales, the choice of the courts of England and Wales as our exclusive forum for resolving all shareholder complaints, other than complaints arising under the Securities Act and the Exchange Act, allows us to more efficiently and affordably respond to such actions, and provides consistency in the application of the laws of England and Wales to such actions. Similarly, we have selected the U.S. federal district courts as our exclusive forum for resolving shareholder complaints arising under the Securities Act and the Exchange Act in order to more efficiently and affordably respond to such claims. This choice of forum also provides both us and our shareholders with a forum that is familiar with and regularly reviews cases involving U.S. securities law. Although we believe this choice of forum benefits us by providing increased consistency in the application of U.S. securities law for the specified types of action, it may have the effect of discouraging lawsuits against our directors and officers. Any person or entity purchasing or otherwise acquiring any interest in our ordinary shares will be deemed to have notice of and consented to the provisions of our Articles of Association, including the exclusive forum provision. However, it is possible that a court could find our forum selection provision to be inapplicable or unenforceable. See “Risk Factors—Risks Related to this

 

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Offering and Ownership of Our Ordinary Shares—Our Articles of Association to be effective in connection with the closing of this offering will provide that the U.S. federal district courts will be the exclusive forum for the resolution of any shareholder complaint asserting a cause of action arising under the Securities Act and the Exchange Act.”

Legal Name; Formation

Our current legal and commercial name is Royalty Pharma plc, and we were incorporated under the laws of England and Wales on February 6, 2020 as a private limited company (registration number 12446913) and re-registered as a public limited company on April 22, 2020.

Stock Exchange Listing

We intend to apply to list our Class A ordinary shares on Nasdaq under the symbol “            .” Currently, there is no established public trading market for our Class A ordinary shares.

 

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CLASS A ORDINARY SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our Class A ordinary shares. We cannot predict the effect, if any, that future sales of Class A ordinary shares, or the availability for future sale of Class A ordinary shares, will have on the market price of our Class A ordinary shares prevailing from time to time. The sale of substantial amounts of our Class A ordinary shares in the public market, or the perception that such sales could occur, could harm the prevailing market price of our Class A ordinary shares.

Upon the consummation of this offering, we will have            Class A ordinary shares (or            Class A ordinary shares if the underwriters exercise their option to purchase additional shares in full) outstanding. Of these shares, the            shares sold in this offering (or            Class A ordinary shares if the underwriters exercise their option to purchase additional shares in full) will be freely tradable without further restriction or registration under the Securities Act, except any shares held by our “affiliates,” as that term is defined in Rule 144 under the Securities Act, and shares purchased by our executive officers and business associates in the reserved shares program described below and in “Underwriting”. In the absence of registration under the Securities Act, shares held by affiliates may only be sold in compliance with the limitations of Rule 144 described below or another exemption from the registration requirements of the Securities Act. As defined in Rule 144, an affiliate of an issuer is a person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the Company. Upon the completion of this offering, approximately            of our issued and outstanding Class A ordinary shares (or                 shares if the underwriters exercise their option to purchase additional shares in full), will be deemed “restricted securities,” as that term is defined under Rule 144, and would also be subject to the “lock-up” period noted below.

In addition, at our request, an affiliate of BofA Securities Inc. has reserved up to                  Class A ordinary shares offered for sale pursuant to this prospectus for sale to certain individuals associated with us in a reserved shares program. Any of these reserved shares purchased will be subject to a 180-day lock-up restriction. Accordingly, the number of shares freely transferable upon completion of this offering will be reduced by the number of reserved shares purchased and there will be a corresponding increase in the number of shares that become eligible for sale after 180 days from the date of this prospectus.

In addition, upon the consummation of the offering, the Continuing Investors will own an aggregate of                RP Holdings Class B Interests (which constitute all RP Holdings Class B Interests) and all of our Class B shares through the Continuing Investors Partnerships. Continuing International Investors Partnership and Continuing US Investors Partnership will, upon instruction of any of their partners from time to time following the consummation of the offering, distribute the RP Holdings Class B Interests held on behalf of such partner that are subject to such instruction which will then be exchanged for our Class A ordinary shares (subject to the terms of the underwriters’ “lock-up” agreements described in “Underwriting”). RP Holdings Class B Interests are exchangeable on a one-for-one basis for Class A ordinary shares pursuant to the Exchange Agreement with a corresponding redesignation of Class B shares as deferred shares. Our Class A ordinary shares issuable to the Continuing Investors upon an exchange of RP Holdings Class B Interests would be considered “restricted securities,” as that term is defined under Rule 144.

Restricted securities may be sold in the public market only if they qualify for an exemption from registration under Rule 144 under the Securities Act, which is summarized below, or any other applicable exemption under the Securities Act, or pursuant to a registration statement that is effective under the Securities Act. The holders of approximately                of our Class B shares (or shares if the underwriters exercise their option to purchase additional Class A ordinary shares in full and giving effect to the use of the net proceeds therefrom) (on an assumed as-exchanged basis) will be entitled to dispose of their shares following the expiration of the initial 180-day underwriter “lock-up” period pursuant to the holding period, volume and other restrictions of Rule 144. J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are entitled to waive these lock-up provisions at their discretion prior to the expiration dates of such “lock-up” agreements.

 

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Registration Rights

Upon completion of this offering, the holders of                Class A ordinary shares or their transferees (including those holders of RP Holdings Class B Interests exchangeable for Class A ordinary shares pursuant to the Exchange Agreement), will be entitled to various rights with respect to the registration of these shares under the Securities Act. Registration of these shares under the Securities Act would result in these shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the registration, except for shares purchased by affiliates. We will not be required to register such Class A ordinary shares if an exemption from the registration requirements of the U.S. Securities Act is available with respect to the number of Class A ordinary shares desired to be sold.

Pursuant to the Registration Rights Agreement, at any time following the date that is      days after the closing of this offering, certain affiliates of Old RPI, to the extent that they continue to own more than     % of our Class A ordinary shares, may require us to file a registration statement with the SEC registering the offer and sale of a specified number of Class A ordinary shares and our directors and named executive officers will be provided with unlimited piggyback registration rights, subject to limitations on the number of requests for registration that can be made in any twelve-month period as well as customary cutbacks at the discretion of the underwriters. We are obligated to pay all expenses incidental to any registration of Class A ordinary shares, excluding underwriting discounts and commissions. Except as described below, the Manager and its affiliates may sell their Class A ordinary shares in private transactions at any time, subject to compliance with applicable laws.

Lock-Up Arrangements

We, all of our directors, our executive officers, the Manager, certain employees of the Manager and the Continuing Investors Partnerships (which hold all of our Class B shares and all RP Holdings Class B Interests exchangeable for Class A ordinary shares) have agreed, subject to certain customary exceptions, as well as exceptions for pledges of and the enforcement of any pledge of Class A ordinary shares or RP Holdings Class B Interests, or any securities convertible into or exercisable or exchangeable for Class A ordinary shares or RP Holdings Class B Interests, not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Class A ordinary shares or any securities convertible into or exercisable or exchangeable for Class A ordinary shares for a period of 180 days after the date of this prospectus, without the prior written consent of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC. See “Underwriting.”

During the 180 days after the date of this prospectus, holders of limited partnership interests in the Continuing Investors Partnerships will be restricted from transferring Class A ordinary shares as a result of the foregoing lock-up arrangements and the terms of the Exchange Agreement. In addition, during the lockup-period such holders are prohibited by the terms of the Continuing Investors Partnerships limited partnership agreements from offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option, right or warrant to purchase, or otherwise transferring or disposing of, directly or indirectly, or entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Class A ordinary shares or any securities convertible into or exercisable or exchangeable for Class A ordinary shares.

Immediately following the consummation of this offering and the 180-day lock-up period, shareholders subject to “lock-up” agreements will hold shares of our Class A ordinary shares (assuming all RP Holdings Class B Interests are exchanged for Class A ordinary shares and a corresponding number of our Class B shares are

 

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redesignated as deferred shares), representing approximately            % of our then-issued and outstanding Class A ordinary shares (or                Class A ordinary shares, representing approximately            % of our then-issued and outstanding Class A ordinary shares if the underwriters exercise their option to purchase Class A ordinary additional shares in full and giving effect to the use of the net proceeds therefrom).

Rule 144

In general, a person (or persons whose shares are aggregated) who has beneficially owned restricted Class A ordinary shares for at least six months would be entitled to sell such securities, provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the 90 days preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale. Persons who have beneficially owned restricted Class A ordinary shares for at least six months but who are our affiliates at the time of, or any time during the 90 days preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three month period only a number of securities that does not exceed the greater of either of the following:

 

   

1% of the number of Class A ordinary shares then outstanding, which will equal approximately              shares immediately after this offering, assuming no exercise of the underwriters’ option to purchase additional Class A ordinary shares; or

 

   

the average weekly trading volume of our Class A ordinary shares on Nasdaq during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale;

provided, in each case, that we are subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale. Such sales both by affiliates and by non-affiliates must also comply with the manner of sale, current public information and notice provisions of Rule 144 to the extent applicable.

 

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MATERIAL TAX CONSIDERATIONS

This summary discusses the material U.K. tax considerations and the material U.S. federal income tax considerations related to the purchase, ownership and disposition of our Class A ordinary shares as of the date hereof.

Material U.K. Tax Considerations

The following is a general summary of material U.K. tax considerations relating to the ownership and disposal of Class A ordinary shares. The comments set out below are based on current U.K. tax law as applied in England and Wales, and our understanding of HM Revenue & Customs (“HMRC”), practice (which may not be binding on HMRC) as at the date of this summary, both of which are subject to change, possibly with retrospective effect. They are intended as a general guide and apply to you only if you are a “U.S. Holder” (as defined in the section below). This summary only applies to you if you are not resident in the U.K. for U.K. tax purposes and do not hold Class A ordinary shares for the purposes of a trade, profession, or vocation that you carry on in the U.K. through a branch, agency, or permanent establishment in the U.K. and if you hold ordinary shares as an investment for U.K. tax purposes and are not subject to special rules (including anti-avoidance rules). It assumes that we do not (and will not at any time) derive 75% or more of our qualifying asset value, directly or indirectly, from U.K. land, and that we are and remain solely resident in the U.K. for tax purposes.

This summary does not address all possible tax consequences relating to an investment in Class A ordinary shares. In particular it does not cover the U.K. inheritance tax consequences of holding Class A ordinary shares. This summary is for general information only and is not intended to be, nor should it be considered to be, legal or tax advice to any particular investor. Holders of Class A ordinary shares are strongly urged to consult their tax advisers in connection with the U.K. tax consequences of their investment Class A in ordinary shares.

U.K. taxation of dividends

We will not be required to withhold amounts on account of U.K. tax at source when paying a dividend in respect of Class A ordinary shares. U.S. Holders who are not resident in the U.K., who are not temporarily non-residents for U.K. tax purposes and who hold their Class A ordinary shares as an investment and not in connection with any trade carried on by them will not be subject to U.K. tax in respect of any dividends. No U.K. tax credit will attach to any dividend paid to U.S. Holders.

U.K. taxation of capital gains

An individual U.S. Holder who is not resident in the U.K. and who is not temporarily non-resident for U.K. tax purposes will not be liable to U.K. capital gains tax on capital gains realized on the disposal of his or her Class A ordinary shares unless such holder carries on a trade, profession or vocation in the U.K. through a branch or agency in the U.K. to which the ordinary shares are attributable.

An individual U.S. Holder of Class A ordinary shares who is temporarily non-resident for U.K. tax purposes will, in certain circumstances, become liable to U.K. tax on capital gains in respect of gains realized while he or she was not resident in the U.K..

A corporate holder of Class A ordinary shares that is a U.S. Holder will not be liable for U.K. corporation tax on chargeable gains realized on the disposal of ordinary shares unless it carries on a trade in the U.K. through a permanent establishment to which the Class A ordinary shares are attributable.

Stamp Duty and SDRT

The following statements are intended as a general guide to the current U.K. stamp duty and SDRT position, and apply regardless of whether or not a shareholder is resident or domiciled in the U.K. It should be noted that

 

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certain categories of persons, including market makers, brokers, dealers, and other specified market intermediaries, are entitled to exemption from stamp duty and SDRT in respect of purchases of securities in specified circumstances.

General rules

As a general rule, no stamp duty or SDRT is payable on an issuance of shares in a U.K. company, but transfers of shares in a U.K. company will generally attract a stamp duty or SDRT charge equal to 0.5% of the consideration for the shares.

Depositary arrangements and clearance services

Special rules apply where ordinary shares are issued or transferred to, or to a nominee or agent for, either a person whose business is or includes issuing depositary receipts within section 67 or section 93 Finance Act 1986 or a person providing a clearance service within section 70 or section 96 of the Finance Act 1986, under which stamp duty or SDRT may be charged at a higher rate of 1.5%. However, where a clearance service has made and maintained an election under section 97A Finance Act 1986, the 1.5% charge will not apply as transfers of ordinary shares into and within that clearance service would then be subject to stamp duty or SDRT at the normal 0.5% rate. We understand that HMRC regards DTC as a clearance service for these purposes and that no relevant election under section 97A(1) has been made.

However, on the basis of recent case law, HMRC has confirmed that it will no longer seek to impose stamp duty or SDRT at the rate of 1.5% on issues of U.K. shares to depositary receipt issuers and clearance systems, or on transfers of such shares to such issuers and systems where those transfers are integral to the raising of capital by a company. However, HMRC’s view is that the relevant case law does not have any impact upon the transfer (on sale or otherwise than on sale) of shares or securities to depositary receipt systems or clearance services that are not an integral part of an issue of share capital and so the 1.5% SDRT or stamp duty charge will continue to apply to such transfers and therefore if ordinary shares are withdrawn from the facilities of DTC, a charge to stamp duty or SDRT at 1.5% may arise on a subsequent redeposit of ordinary shares into the facilities of DTC.

In connection with the completion of this offering, we expect to put in place arrangements to require that our Class A ordinary shares held in certificated form or otherwise outside the facilities of DTC cannot be transferred into the DTC system until the transferor of the ordinary shares has first delivered the Class A ordinary shares to a depositary specified by us so that stamp duty (and/or SDRT) may be collected in connection with the initial delivery to the depositary. Any such Class A ordinary shares will be evidenced by a receipt issued by the depositary. Before the transfer can be registered in our books, the transferor will also be required to put the depositary in funds to settle the resultant liability to stamp duty (and/or SDRT), which will be charged at a rate of 1.5% of the value of the shares.

It should also be noted that the 1.5% charge for all issues of shares into depositary receipt systems and clearance services remains as a provision of U.K. statute and that the removal of the 1.5% charge is based upon the provisions of EU law. There is therefore a risk that this could be affected by the U.K.’s decision to leave the EU and the expiry of any related transitional or implementation period. The 2017 Autumn Budget included a statement that the government will not reintroduce the 1.5% charge on the issue of shares (and transfers integral to capital raising) into clearance services following the U.K.’s exit from the EU, but the charge will remain as a provision of U.K. statute. To the extent that U.K. law is changed, including as a result of the U.K.’s decision to leave the EU, restrictive measures may be taken in relation to trading in the Company’s shares. Specific professional advice should be sought before incurring a 1.5% stamp duty or SDRT charge in any circumstances.

Transfers of Class A ordinary shares within a clearance system or depositary receipt system should not result in a charge to stamp duty or SDRT in the U.K. provided that there is no written instrument of transfer and no election is, or has been, made by the clearance system under section 97A Finance Act 1986.

 

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Transfers of Class A ordinary shares within a clearance system where an election has been made by the clearance system under section 97A Finance Act 1986 will generally be subject to SDRT (rather than stamp duty) at a rate of 0.5% of the amount or value of the consideration.

The transfer on sale of Class A ordinary shares (outside the facilities of a clearance service such as DTC) by a written instrument of transfer will generally be liable to U.K. stamp duty at the rate of 0.5% (rounded up to the nearest £5) of the amount or value of the consideration for the transfer. The purchaser normally pays the stamp duty.

An agreement to transfer Class A ordinary shares (outside the facilities of a clearance service such as DTC) will generally give rise to a liability on the purchaser to SDRT at the rate of 0.5% of the amount or value of the consideration, but where an instrument of transfer is executed and duly stamped before the expiry of a period of six years beginning with the date of that agreement, (i) any SDRT that has not been paid ceases to be payable, and (ii) any SDRT that has been paid may be recovered from HMRC, generally with interest.

A share buy-back by the Company of Class A ordinary shares will give rise to stamp duty at the rate of 0.5% of the consideration payable by the Company, and such stamp duty will be paid by the Company.

Material U.S. Federal Income Tax Considerations

This summary discusses the material U.S. federal income tax considerations related to the purchase, ownership and disposition of our Class A ordinary shares as of the date hereof. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, existing and proposed Treasury regulations thereunder, published rulings and court decisions, all as currently in effect and all subject to change at any time, possibly with retroactive effect. The discussion of the holders’ tax consequences addresses only those persons that acquire their ordinary shares in this offering, and may not apply to all categories of investors, some of which may be subject to special rules under the Code, including, but not limited to:

 

   

banks or other financial institutions;

 

   

real estate investment trusts;

 

   

persons holding Class A ordinary shares as part of a hedging, integrated or conversion transaction or straddle;

 

   

traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;

 

   

U.S. tax-exempt investors, including charitable remainder unit trusts;

 

   

common trust funds;

 

   

insurance companies;

 

   

dealers and other investors that do not own their Class A ordinary shares as capital assets;

 

   

partnerships or other entities classified as partnership for U.S. federal income tax purposes;

 

   

investors whose functional currency for U.S. federal income tax purposes is not the U.S. dollar; and

 

   

investors who are deemed to own 10% or more of our stock by vote or value.

This discussion is necessarily general and does not discuss all aspects of U.S. federal income tax, including the effect of the U.S. federal alternative minimum tax, or U.S. federal estate and gift tax, or any state, local or foreign tax laws to a holder of Class A ordinary shares. The actual tax consequences of the purchase and ownership of Class A ordinary shares will vary depending on your circumstances.

 

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Taxation of Our Company

Tax Classification of Royalty Pharma plc for U.S. Federal Income Tax Purposes

Our Class A ordinary shares are being issued by Royalty Pharma plc, an English public limited company incorporated under the laws of England and Wales. Pursuant to the Code and applicable Treasury regulations, an entity which is organized as a public limited company in the United Kingdom will generally be classified for U.S. federal tax purposes as a foreign corporation.

U.S. Federal Income Taxation of the Company

We believe that our activities, as conducted through our subsidiaries, and as currently contemplated, will not constitute being engaged in the conduct of a trade or business within the United States, although there can be no assurance the IRS will not successfully assert that we are engaged in the conduct of a trade or business within the United States. Because we believe that we will not be engaged in the conduct of a trade or business within the United States, we do not expect to be subject to United States federal income tax, except as described below.

The determination as to whether we are engaged in the conduct of a trade or business within the United States is factual in nature and must be made annually. Neither the Code nor the applicable Treasury regulations provide a general definition of what constitutes being engaged in the conduct of a trade or business within the United States, and the limited case law on the subject does not provide definitive guidance. The case law that exists generally provides that a foreign corporation will be treated as engaged in the conduct of a trade or business within the United States if it regularly and continuously carries out business activities in the United States. In addition, if any lower-tier partnership or other flow-through entity for U.S. federal income tax purposes in which we hold an interest (such as our subsidiaries) were deemed to be engaged in the conduct of a trade or business within the United States, we will be considered to be so engaged by way of attribution.

If deemed to be engaged in the conduct of a trade or business within the United States, including due to the activities conducted through our subsidiaries, Royalty Pharma plc generally would become subject to United States federal income tax on our taxable income treated as “effectively connected” to such trade or business and such income would be taxed at regular U.S. corporate rates. In addition, Royalty Pharma plc would potentially become subject to United States branch profits tax on its earnings and profits that are both “effectively connected” with our trade or business in the United States, with certain adjustments, and deemed repatriated out of the United States. The highest marginal United States federal income tax rates currently are 21% for a corporation’s effectively connected income and 30% for the “branch profits” tax. If our income and gains were characterized as effectively connected with a U.S. trade or business, we would be subject to significant U.S. taxes, plus interest and possible penalties.

While we do not expect to be engaged in the conduct of a trade or business within the United States or subject to U.S. taxation in that regard, we will be subject to United States federal withholding tax on certain fixed or determinable annual or periodical gains, profits and income, such as royalties from sources within the United States, unless reduced or eliminated under an applicable tax treaty or provision of the Code. Generally, this tax is imposed by withholding 30% of the payments, or deemed payments, that are subject to this tax. We expect that our subsidiaries will be eligible for benefits under the U.S.-Ireland income tax treaty, and, under that treaty, will not be subject to any U.S. withholding taxes on U.S.-source royalty payments, but no assurance can be given in that regard. See “Risk Factors—Risks Relating to Taxation—We could be liable for significant taxes due to changes in our eligibility for certain income tax treaty benefits or challenges to our tax positions with respect to the application of income tax treaties” for further information regarding the risk that we may not be entitled to treaty benefits.

Taxation of Shareholders

The following is a summary of the material U.S. federal income tax consequences that will apply to you if you are a U.S. Holder of Class A ordinary shares.

 

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Taxable U.S. Holders

For purposes of this discussion, a “U.S. Holder” is a beneficial holder of our Class A ordinary shares that is for U.S. federal income tax purposes:

 

   

an individual citizen or resident of the United States;

 

   

a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any state thereof or the District of Columbia;

 

   

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

 

   

a trust which either (i) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (ii) has a valid election in effect under applicable Treasury regulations to be treated as a United States person.

A non-U.S. Holder is a beneficial owner of our Class A ordinary shares (other than a partnership or a disregarded entity) that is not a U.S. Holder.

If a partnership holds Class A ordinary shares, the tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our Class A ordinary shares, you should consult your tax advisors. This discussion does not constitute tax advice and is not intended to be a substitute for tax planning.

Prospective shareholders should consult their own tax advisors concerning the U.S. federal, state and local income tax and estate tax consequences in their particular situations of the purchase, ownership and disposition of an ordinary share, as well as any consequences under the laws of any other taxing jurisdiction.

Passive Foreign Investment Companies

Generally. We expect that Royalty Pharma plc will be classified as a passive foreign investment company (“PFIC”), for U.S. federal income tax purposes. We currently anticipate that Royalty Pharma plc will be the only PFIC in our group, although it is possible that other entities in our group will be treated as PFICs.

A PFIC is any foreign corporation with respect to which either 75% or more of the gross income for a taxable year constitutes passive income for purposes of the PFIC rules or 50% or more of such foreign corporation’s assets in any taxable year (generally based on the quarterly average of the value of its assets) are held for the production of passive income. We generally expect that our income, which consists primarily of passive royalty revenues and interest income, and our assets, which consists primarily of assets that produce passive royalty revenues and interest income, will satisfy these tests and result in our treatment as a PFIC. There are no minimum stock ownership requirements for PFICs. Once a corporation qualifies as a PFIC it is, subject to certain exceptions, always treated as a PFIC, regardless of whether it satisfies either of the qualification tests in subsequent years.

There are three separate taxation regimes under the PFIC rules, which are the (i) excess distribution regime (which is the default regime), (ii) qualified electing fund (“QEF”), regime, and (iii) mark-to-market regime. A U.S. Holder who holds (actually or constructively) stock in a foreign corporation during any year in which such corporation qualifies as a PFIC is subject to U.S. federal income taxation under one of these three regimes. The effect of the PFIC rules on a U.S. Holder will depend upon which of these regimes applies to such U.S. Holder. However, dividends paid by a PFIC are generally not eligible for the lower rates of taxation applicable to qualified dividend income (“QDI”) under any of the foregoing regimes.

Excess Distribution Regime. If you do not make a QEF election or a mark-to-market election, as described below, you will be subject to the default “excess distribution regime” under the PFIC rules with respect to (i) any

 

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gain realized on a sale or other disposition (including a pledge) of your Class A ordinary shares, and (ii) any “excess distribution” you receive on your Class A ordinary shares (generally, any distributions in excess of 125% of the average of the annual distributions on our Class A ordinary shares during the preceding three years or your holding period, whichever is shorter). Generally, under this excess distribution regime:

 

   

the gain or excess distribution will be allocated ratably over the period during which you held your Class A ordinary shares;

 

   

the amount allocated to the current taxable year, will be treated as ordinary income; and

 

   

the amount allocated to prior taxable years will be subject to the highest tax rate in effect for that taxable year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

The tax liability for amounts allocated to years prior to the year of disposition or excess distribution will be payable generally without regard to offsets from deductions, losses and expenses. In addition, gains (but not losses) realized on the sale of your Class A ordinary shares cannot be treated as capital gains, even if you hold the shares as capital assets. Further, no portion of any distribution will be treated as QDI.

QEF Regime. A QEF election is effective for the taxable year for which the election is made and all subsequent taxable years and may not be revoked without the consent of the IRS. If a U.S. Holder makes a timely QEF election with respect to its direct or indirect interest in a PFIC, the U.S. Holder will be required to include in income each year a portion of the ordinary earnings and net capital gains of the PFIC as QEF income inclusions, even if amount is not distributed to the U.S. Holder. Thus, the U.S. Holder may be required to report taxable income as a result of QEF income inclusions without corresponding receipts of cash. We intend to distribute a significant portion of our Adjusted Cash Flow to our shareholders, and our shareholders that are U.S. Holders subject to U.S. federal income tax generally are expected to receive cash distributions from us sufficient to cover their respective U.S. tax liability with respect to such QEF income inclusions, but there can be no assurance in this regard.

The timely QEF election also allows the electing U.S. Holder to: (i) generally treat any gain recognized on the disposition of its shares of the PFIC as capital gain; (ii) treat its share of the PFIC’s net capital gain, if any, as long-term capital gain instead of ordinary income; and (iii) either avoid interest charges resulting from PFIC status altogether, or make an annual election, subject to certain limitations, to defer payment of current taxes on its share of PFIC’s annual realized net capital gain and ordinary earnings subject, however, to an interest charge on the deferred tax computed by using the statutory rate of interest applicable to an extension of time for payment of tax. In addition, net losses (if any) of a PFIC will not pass through to our shareholders and may not be carried back or forward in computing such PFIC’s ordinary earnings and net capital gain in other taxable years. Consequently, a U.S. Holder may over time be taxed on amounts that as an economic matter exceed our net profits.

A U.S. Holder’s tax basis in our Class A ordinary shares will be increased to reflect QEF income inclusions and will be decreased to reflect distributions of amounts previously included in income as QEF income inclusions. No portion of the QEF income inclusions attributable to ordinary income will be treated as QDI. Amounts included as QEF income inclusions with respect to direct and indirect investments generally will not be taxed again when distributed. You should consult your tax advisors as to the manner in which QEF income inclusions affect your allocable share of our income and your basis in your Class A ordinary shares.

We intend to provide all of the information that a U.S. Holder making a QEF election is required to obtain for U.S. federal income tax purposes (e.g., the U.S. Holder’s pro rata share of our ordinary income and net capital gain), including a PFIC Annual Information Statement containing all the information required to be provided under the applicable Treasury regulations. In addition, if we invest in a PFIC (including, without limitation, in any PFIC subsidiaries), U.S. Holders will generally be subject to the PFIC rules described above with respect to

 

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such foreign corporations. There can be no assurance that a portfolio company or subsidiary in which we invest will not qualify as a PFIC, or that a PFIC in which we invest will provide the information necessary for a QEF election to be made by a U.S. Holder (in particular if we do not control that PFIC). However, to the extent any such portfolio company or subsidiary is under our control, we will endeavor to cause such portfolio company or subsidiary to provide all such information necessary for a QEF election to be made by a U.S. Holder with respect to such entity.

Mark-to-Market Regime. Alternatively, a U.S. Holder may make an election to mark marketable shares in a PFIC to market on an annual basis. PFIC shares generally are marketable if: (i) they are “regularly traded” on a national securities exchange that is registered with the Securities Exchange Commission or on the national market system established under Section 11A of the Securities and Exchange Act of 1934; or (ii) they are “regularly traded” on any exchange or market that the Treasury Department determines to have rules sufficient to ensure that the market price accurately represents the fair market value of the stock. We expect that our Class A ordinary shares, which are expected to be listed on the             , will qualify as marketable shares for the PFIC rules purposes, but there can be no assurance that the Class A ordinary shares will be “regularly traded” for purposes of these rules. Pursuant to such an election, you would include in each year as ordinary income the excess, if any, of the fair market value of such stock over its adjusted basis at the end of the taxable year. You may treat as ordinary loss any excess of the adjusted basis of the stock over its fair market value at the end of the year, but only to the extent of the net amount previously included in income as a result of the election in prior years. A U.S. Holder’s adjusted tax basis in the PFIC shares will be increased to reflect any amounts included in income, and decreased to reflect any amounts deducted, as a result of a mark-to-market election. Any gain recognized on a disposition of our Class A ordinary shares will be treated as ordinary income and any loss will be treated as ordinary loss (but only to the extent of the net amount of income previously included as a result of a mark-to-market election). A mark-to-market election only applies for the taxable year in which the election was made, and for each subsequent taxable year, unless the PFIC shares ceased to be marketable or the IRS consents to the revocation of the election. Although we currently anticipate that Royalty Pharma plc will be the only PFIC in our group, U.S. Holders should also be aware that the Code and the Treasury regulations do not allow a mark-to-market election with respect to stock of lower-tier PFICs that are non-marketable. There is also no provision in the Code, Treasury regulations or other published authority that specifically provides that a mark-to-market election with respect to the stock of a publicly-traded holding company (which Royalty Pharma plc will be when this offering is consummated) effectively exempts stock of any lower-tier PFICs from the negative tax consequences arising from the general PFIC rules. Because the fair market value of the stock of a holding company generally includes the fair market value of the stock of its subsidiaries, it is possible that the mark-to-market rules were not intended to subject a U.S. investor to the general PFIC rules with respect to a non-publicly traded PFIC subsidiary if the investor made a valid mark-to-market election with respect to the stock of the public holding company of that subsidiary. However, because authority on the issue is lacking, we cannot assure you that the IRS will agree with any such position. We advise you to consult your own tax advisor to determine whether the mark-to-market tax election is available to you and the consequences resulting from such election.

PFIC Reporting Requirements. A U.S. Holder of our Class A ordinary shares will be required to file an annual report on IRS Form 8621 containing such information with respect to its interest in a PFIC as the IRS may require. Failure to file IRS Form 8621 for each applicable taxable year may result in substantial penalties and result in the U.S. Holder’s taxable years being open to audit by the IRS until such Forms are properly filed.

Distributions

Subject to the PFIC rules discussed above, for U.S. federal income tax purposes, the gross amount of a distribution made to a U.S. Holder in respect of our Class A ordinary shares will be treated as dividend income to such U.S. Holder to the extent paid out of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. That dividend income will not be eligible for the dividends received deduction generally allowed to corporations. Further, because we expect to be a PFIC, the dividend income received by an individual is not expected to be eligible for the preferential tax rates that are generally applicable to certain

 

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dividend income. To the extent a distribution made to a U.S. Holder in respect of our Class A ordinary shares exceeds the U.S. Holder’s allocable share of our current and accumulated earnings and profits, the excess will be applied first to reduce the U.S. Holder’s adjusted tax basis in its Class A ordinary shares, and any remaining excess will constitute gain from the deemed sale or exchange of such shares.

If the U.S. Holder establishes that an amount actually distributed by a PFIC with respect to which a QEF election is in effect is paid out of earnings and profits of the PFIC that were previously included in the U.S. Holder’s income under the QEF rules, such amount is treated as a distribution that is not a dividend. Accordingly, such amounts are not included in the gross income of the U.S. Holder.

Under Section 904(h) of the Code, dividends paid by a non-U.S. corporation that is at least 50% owned by U.S. Holders may be treated as income derived from sources within the United States rather than from sources without the United States for foreign tax credit purposes to the extent the non-U.S. corporation has more than an insignificant amount of income from sources within the United States. The effect of this rule, for the current year and any applicable future year, may be to treat a portion of the dividends paid by us as income derived from sources within the United States for foreign tax credit purposes. Such treatment may adversely affect a U.S. Holder’s foreign tax credit limitation. You should consult your own tax advisors regarding the possible impact of Section 904(h) on any dividends that we pay with respect to Class A ordinary shares and on any other income derived from sourced without the United States.

Sale or Exchange of Class A Ordinary Shares

You will recognize gain or loss on a sale of Class A ordinary shares in an amount equal to the difference, if any, between the amount realized on the sale or exchange and your adjusted tax basis in the Class A ordinary shares sold. Your amount realized will be measured by the sum of the cash or the fair market value of other property you receive. Subject to the PFIC rules discussed above, gain or loss recognized by you on the sale or exchange of our Class A ordinary shares generally will be taxable as capital gain or loss and will be long-term capital gain or loss if you have held the Class A ordinary shares you sell or exchange for more than one year on the date of such sale or exchange. Capital gains of a non-corporate U.S. Holder, including an individual, that has held the ordinary shares for more than one year, are eligible for reduced tax rates. Because we expect to be a PFIC, gains from disposition of our Class A ordinary shares will be treated as capital gains only if a QEF election has been timely made. The deductibility of capital losses is subject to limitations. Any gain or loss that you recognize on a disposition of Class A ordinary shares generally will be treated as U.S.-source income or loss for foreign tax credit limitation purposes.

Medicare Taxes

Certain U.S. Holders that are individuals, estates or trusts are required to pay an additional 3.8% tax on, among other things, interest, dividends and gains from the sale or other disposition of capital assets. Each U.S. Holder that is an individual, estate or trust should consult its own tax advisors regarding the effect, if any, of this tax provision on their ownership and disposition of Class A ordinary shares.

Non-U.S. Holders

Subject to the U.S. backup withholding rules described below, non-U.S. Holders of Class A ordinary shares generally will not be subject to U.S. withholding tax on distributions with respect to or gain on sale or disposition of Class A ordinary shares.

Withholding and Backup Withholding

Under the backup withholding rules, you may be subject to backup withholding tax (at the applicable rate, currently 24%) with respect to distributions paid unless: you are a corporation or come within another exempt

 

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category and demonstrate this fact when required, or you provide (generally on an IRS Form W-9) a taxpayer identification number, certify as to no loss of exemption from backup withholding tax and otherwise comply with the applicable requirements of the backup withholding tax rules. If you are an exempt holder, you should indicate your exempt status on a properly completed IRS Form W-9. A non-U.S. Holder holding out Class A ordinary shares through a U.S. or U.S.-related broker may qualify as an exempt recipient by submitting a properly completed IRS Form W-8. Backup withholding is not an additional tax. The amount of any backup withholding from a payment to you will be allowed as a credit against your U.S. federal income tax liability and may entitle you to a refund.

THE FOREGOING DISCUSSION IS NOT INTENDED AS A SUBSTITUTE FOR CAREFUL TAX PLANNING. THE TAX MATTERS RELATING TO US AND OUR SHAREHOLDERS ARE COMPLEX AND ARE SUBJECT TO VARYING INTERPRETATIONS. MOREOVER, THE MEANING AND EFFECT OF TAX LAWS AND OF PROPOSED CHANGES WILL VARY WITH THE PARTICULAR CIRCUMSTANCES OF EACH PROSPECTIVE SHAREHOLDER. PROSPECTIVE SHAREHOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE U.S. FEDERAL, STATE AND LOCAL AND OTHER TAX CONSEQUENCES OF ANY INVESTMENT IN OUR CLASS A ORDINARY SHARES.

 

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CERTAIN ERISA CONSIDERATIONS

The following is a summary of certain considerations associated with the purchase of our Class A ordinary shares by (i) employee benefit plans that are subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the U.S. Tax Code and (iii) entities whose underlying assets are considered to include plan assets of any such employee benefit plans, plans accounts or arrangements (each of the foregoing described in clauses (i), (ii) and (iii) being referred to as an ERISA Plan).

In considering whether to invest the assets of any ERISA Plan in the Class A ordinary shares, a fiduciary of an ERISA Plan should determine, among other things, whether the investment is in accordance with the documents and instruments governing such plan and the applicable provisions of ERISA, the U.S. Tax Code or Similar Law (as defined below) relating to a fiduciary’s duties to such ERISA Plan, including, without limitation, the prudence, diversification, delegation of control and prohibited transaction provisions of ERISA, the U.S. Tax Code and any applicable Similar Law.

Prohibited Transaction Issues

ERISA and Section 4975 of the U.S. Tax Code prohibit ERISA Plans from engaging in specified transactions involving plan assets with persons or entities that are parties in interest, within the meaning of ERISA, or disqualified persons, within the meaning of Section 4975 of the U.S. Tax Code, unless an exemption is available. A party in interest or disqualified person who engages in a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and/or the U.S. Tax Code. In addition, the fiduciary of the ERISA Plan that engages in such a non-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and the U.S. Tax Code.

Whether or not our underlying assets were deemed to include plan assets, as described below, the acquisition of our Class A ordinary shares by an ERISA Plan with respect to which we are considered a party in interest or a disqualified person may constitute or result in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the U.S. Tax Code, unless the investment is acquired and is held in accordance with an applicable statutory, class or individual prohibited transaction exemption. In this regard, the U.S. Department of Labor (the “DOL”) has issued prohibited transaction class exemptions (“PTCE”), that may provide exemptive relief for direct or indirect prohibited transactions arising from the acquisition and holding of the Class A ordinary shares or any interest therein. These class exemptions include, without limitation, PTCE 84-14 respecting transactions determined by independent qualified professional asset managers, PTCE 90-1 respecting insurance company pooled separate accounts, PTCE 91-38 respecting bank collective investment funds, PTCE 95-60 respecting life insurance company general accounts and PTCE 96-23 respecting transactions determined by in-house asset managers. Each of the aforementioned exemptions contains conditions and limitations on its application, Fiduciaries of ERISA Plans considering acquiring and/or holding our Class A ordinary shares in reliance on any of these or any other exemption should carefully review the exemption to assure that it is applicable. There can be no assurance that all of the conditions of any such exemption will be satisfied.

Plan Asset Issues

ERISA and the regulations, which we refer to as the plan asset regulations, promulgated under ERISA by the DOL generally provide that when an ERISA Plan acquires an equity interest in an entity that is neither a publicly offered security nor a security issued by an investment company registered under the U.S. Investment Company Act, the ERISA Plan’s assets include both the equity interests and an undivided interest in each of the underlying assets of the entity unless it is established either that less than 25% of the total value of each class of equity interests in the entity is held by benefit plan investors as defined in Section 3(42) of ERISA, which we refer to as the 25% test, or that the entity is an operating company, as defined in the plan asset regulations. There

 

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can be no assurance that we will satisfy the 25% test and it is not anticipated that we will qualify as an operating company or register as an investment company under the U.S. Investment Company Act. It is anticipated that the Class A ordinary shares offered hereunder will qualify for the exemption for a publicly offered security, although no assurances can be given in this regard.

For purposes of the plan asset regulations, a publicly offered security is a security that is (i) freely transferable, (ii) part of a class of securities that is widely held, and (iii)(a) sold to the ERISA Plan as part of an offering of securities to the public pursuant to an effective registration statement under the U.S. Securities Act and the class of securities to which such security is a part is registered under the U.S. Exchange Act within 120 days after the end of the fiscal year of the Company during which the offering of such securities to the public has occurred, or (b) is part of a class of securities that is registered under Section 12 of the U.S. Exchange Act. We intend to effect such a registration under the U.S. Securities Act and the U.S. Exchange Act. The plan asset regulations provide that a security is widely held only if it is part of a class of securities that is owned by 100 or more investors independent of the Company and one another.

A security will not fail to be widely held because the number of independent investors falls below 100 subsequent to the initial offering thereof as a result of events beyond the control of the Company. The plan asset regulations provide that whether a security is freely transferable is a factual question to be determined on the basis of all the relevant facts and circumstances. It is anticipated that the Class A ordinary shares to be sold in this offering will be widely held and freely transferable, although no assurances can be given in this regard.

If our assets were deemed to be plan assets under ERISA, this would result, among other things, in (i) the application of the prudence and other fiduciary responsibility standards of ERISA to asset acquisitions made by us, and (ii) the possibility that certain transactions in which we might seek to engage could constitute prohibited transactions under ERISA.

Governmental plans, certain church plans and non-U.S. plans, which we refer to collectively with ERISA Plans as “Plans,” while not subject to the fiduciary responsibility or prohibited transaction provisions of Title I of ERISA or Section 4975 of the U.S. Tax Code, may nevertheless be subject to other U.S. federal, state or local or non-U.S. or other laws or regulations that are substantially similar to the foregoing provisions of ERISA or the U.S. Tax Code, which we collectively refer to as Similar Laws.

Representation

Because of the foregoing, the Class A ordinary shares should not be purchased or held by any person investing plan assets of any Plan unless the purchase and holding will not constitute a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the U.S. Tax Code or a similar violation of any applicable Similar Laws. Accordingly, by its acquisition of Class A ordinary shares or any interest therein each purchaser will be deemed to have represented and warranted that either (i) no portion of the assets used to purchase or hold the Class A ordinary shares or any interest therein constitutes the assets of any Plan, or (ii) the purchase and holding of the Class A ordinary shares and any interest therein will not result in a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the U.S. Tax Code or a similar violation of any applicable Similar Laws.

Each Plan fiduciary or other persons considering purchasing our Class A ordinary shares on behalf of, or with the assets of, any Plan should consult with its legal advisor concerning the matters described herein.

 

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UNDERWRITING

We are offering the Class A ordinary shares described in this prospectus through a number of underwriters. J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC, Citigroup Global Markets Inc. and UBS Securities LLC are acting as representatives of the underwriters.

We have entered into an underwriting agreement with the underwriters. Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to the underwriters, and each underwriter has severally agreed to purchase, at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus, the number of Class A ordinary shares listed next to its name in the following table:

 

Name

   Number of
Class A
Ordinary
Shares
 

J.P. Morgan Securities LLC

  

Morgan Stanley & Co. LLC

  

BofA Securities, Inc.

  

Goldman Sachs & Co. LLC

  

Citigroup Global Markets Inc.

  

UBS Securities LLC

                   

Evercore Group L.L.C.

  

Cowen and Company, LLC

  

SunTrust Robinson Humphrey, Inc.

  
  

 

 

 

Total

  
  

 

 

 

The offering of the Class A ordinary shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part. The underwriters are committed to purchase all the Class A ordinary shares offered by us if they purchase any Class A ordinary shares. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may also be increased or the offering may be terminated.

The underwriters propose to offer the Class A ordinary shares directly to the public at the initial public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of $                 per share. After the initial offering of the Class A ordinary shares to the public, if all of the Class A ordinary shares are not sold at the initial public offering price, the underwriters may change the offering price and the other selling terms. Sales of any Class A ordinary shares made outside the United States may be made by affiliates of the underwriters.

The underwriters have an option to buy up to                  additional Class A ordinary shares from us. The underwriters have 30 days from the date of this prospectus to exercise this option to purchase additional Class A ordinary shares. If any Class A ordinary shares are purchased with this option to purchase additional shares, the underwriters will purchase shares in approximately the same proportion as shown in the table above. If any additional Class A ordinary shares are purchased, the underwriters will offer the additional shares on the same terms as those on which the shares are being offered.

 

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The underwriting fee is equal to the public offering price per Class A ordinary share less the amount paid by the underwriters to us per Class A ordinary share. The underwriting fee is $                 per share. The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares.

 

     Without
option to
purchase
additional
shares exercise
     With full
option to
purchase
additional
shares exercise
 

Per Share

   $                    $    

Total

   $        $                

We estimate that the total expenses of this offering, including registration, filing and listing fees, printing fees and legal and accounting expenses, but excluding the underwriting discounts and commissions, will be approximately $                . We have also agreed to reimburse the underwriters for reasonable fees and expenses of counsel related to the review by FINRA of the terms of sale of the Class A ordinary shares offered hereby in an amount not to exceed $                .

A prospectus in electronic format may be made available on the websites maintained by one or more underwriters, or selling group members, if any, participating in the offering. The underwriters may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters and selling group members that may make Internet distributions on the same basis as other allocations.

We, all of our directors, our executive officers, the Manager, certain employees of the Manager and the Continuing Investors Partnerships (which hold all of our Class B shares and all RP Holdings Class B Interests exchangeable for Class A ordinary shares) have agreed, subject to certain customary exceptions, as well as exceptions for pledges of and the enforcement of any pledge of Class A ordinary shares or RP Holdings Class B Interests, or any securities convertible into or exercisable or exchangeable for Class A ordinary shares or RP Holdings Class B Interests, not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Class A ordinary shares or any securities convertible into or exercisable or exchangeable for Class A ordinary shares for a period of 180 days after the date of this prospectus, without the prior written consent of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC.

During the 180 days after the date of this prospectus, holders of limited partnership interests in the Continuing Investors Partnerships will be restricted from transferring Class A ordinary shares as a result of the foregoing lock-up arrangements and the terms of the Exchange Agreement. In addition, during the lockup-period such holders are prohibited by the terms of the Continuing Investors Partnerships limited partnership agreements from offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option, right or warrant to purchase, or otherwise transferring or disposing of, directly or indirectly, or entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Class A ordinary shares or any securities convertible into or exercisable or exchangeable for Class A ordinary shares.

At our request, an affiliate of BofA Securities, Inc. have reserved up to 5% of the shares offered by this prospectus for sale at the initial public offering price to certain individuals associated with us through a reserved share program. The number of shares available for sale to the general public will be reduced by the number of reserved shares purchased by participants in the program. Except for our officers and directors at the time of consummation of the offering who have entered into lock-up agreements as contemplated in the immediately

 

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preceding paragraph, each person buying shares through the reserved share program has agreed that, for a period of 180 days from the date of this prospectus, he or she will not, without the prior written consent of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, dispose of or hedge any shares of our common stock or any securities convertible into or exchangeable for our common stock. For certain officers and directors purchasing shares through the reserved share program, the lock-up agreements contemplated in the immediately preceding paragraph shall govern with respect to their purchases. Any reserved shares not purchased will be offered by the underwriters to the general public on the same basis as all other shares offered. We have agreed to indemnify the underwriters against certain liabilities and expenses, including liabilities under the Securities Act, in connection with the sales of the reserved shares.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933.

We will apply to have our Class A ordinary shares approved for listing/quotation Nasdaq under the symbol “            .”

In connection with this offering, the underwriters may engage in stabilizing transactions, which involves making bids for, purchasing and selling Class A ordinary shares in the open market for the purpose of preventing or retarding a decline in the market price of the Class A ordinary shares while this offering is in progress. These stabilizing transactions may include making short sales of Class A ordinary shares, which involves the sale by the underwriters of a greater number of Class A ordinary shares than they are required to purchase in this offering, and purchasing Class A ordinary shares on the open market to cover positions created by short sales. Short sales may be “covered” shorts, which are short positions in an amount not greater than the underwriters’ option to purchase additional shares referred to above, or may be “naked” shorts, which are short positions in excess of that amount. The underwriters may close out any covered short position either by exercising their option to purchase additional shares, in whole or in part, or by purchasing shares in the open market. In making this determination, the underwriters will consider, among other things, the price of shares available for purchase in the open market compared to the price at which the underwriters may purchase shares through the option to purchase additional shares. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the Class A ordinary shares in the open market that could adversely affect investors who purchase in this offering. To the extent that the underwriters create a naked short position, they will purchase shares in the open market to cover the position.

The underwriters have advised us that, pursuant to Regulation M of the Securities Act of 1933, they may also engage in other activities that stabilize, maintain or otherwise affect the price of the Class A ordinary shares, including the imposition of penalty bids. This means that if the representatives of the underwriters purchase Class A ordinary shares in the open market in stabilizing transactions or to cover short sales, the representatives can require the underwriters that sold those shares as part of this offering to repay the underwriting discount received by them.

These activities may have the effect of raising or maintaining the market price of the Class A ordinary shares or preventing or retarding a decline in the market price of the Class A ordinary shares, and, as a result, the price of the Class A ordinary shares may be higher than the price that otherwise might exist in the open market. If the underwriters commence these activities, they may discontinue them at any time. The underwriters may carry out these transactions on Nasdaq, in the over-the-counter market or otherwise.

Prior to this offering, there has been no public market for our Class A ordinary shares. The initial public offering price will be determined by negotiations between us and the representatives of the underwriters. In determining the initial public offering price, we and the representatives of the underwriters expect to consider a number of factors including:

 

   

the information set forth in this prospectus and otherwise available to the representatives;

 

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our prospects and the history and prospects for the industry in which we compete;

 

   

an assessment of our management;

 

   

our prospects for future earnings;

 

   

the general condition of the securities markets at the time of this offering;

 

   

the recent market prices of, and demand for, publicly traded common stock of generally comparable companies; and

 

   

other factors deemed relevant by the underwriters and us.

Neither we nor the underwriters can assure investors that an active trading market will develop for our Class A ordinary shares, or that the shares will trade in the public market at or above the initial public offering price.

Reserved Share Program

At our request, an affiliate of BofA Securities, Inc., a participating Underwriter, has reserved for sale, at the initial public offering price, up to 5% of the shares offered by this prospectus for sale to certain individuals associated with us. If these persons purchase reserved shares it will reduce the number of shares available for sale to the general public. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on the same terms as the other shares offered by this prospectus.

Other Relationships

Certain of the underwriters and their affiliates have provided in the past to us and our affiliates and may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for us and such affiliates in the ordinary course of their business, for which they have received and may continue to receive customary fees and commissions. In addition, from time to time, certain of the underwriters and their affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in our debt or equity securities or loans, and may do so in the future.

In addition, certain Continuing Investors, including members of our management team, have pledged certain of their interests in the Continuing Investors Partnerships to lenders affiliated with certain of the underwriters of this offering, pursuant to loan and security agreements. We are not a party to the these agreements. The pledged interests subject to these agreements represent a total of              Class A ordinary shares issuable pursuant to the Exchange Agreement (of which interests representing the right to receive              Class A ordinary shares have been pledged to an affiliate of Morgan Stanley & Co. LLC, and interests representing the right to receive              Class A ordinary shares have been pledged to an affiliate of BofA Securities, Inc.). In the case of nonpayment at maturity or another event of default under certain of these loan and security agreements (including but not limited to the borrower’s inability to satisfy certain payments required under such loan and security agreements), the lender may exercise its right under the loan agreement to foreclose on the pledged interests. In such case, the applicable lender may, in some cases, sell such interests through privately negotiated transactions at any time and may, upon expiration of the underwriters’ lock-up agreements, sell the amount of our Class A ordinary shares issuable upon the exchange of such interests pursuant to the terms of the Exchange Agreement.

In addition, affiliates of J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC, Citigroup Global Markets Inc., UBS Securities LLC and SunTrust Robinson Humphrey, Inc. are lenders under RPI Intermediate FT’s credit agreement, dated as of February 11, 2020, for which such affiliates of such underwriters, in each case, have received customary fees.

 

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As of April 22, 2020, employees of Evercore Group L.L.C. and their affiliates beneficially own limited partnership interests in the Continuing Investors Partnerships which, if exchanged in full for our Class A ordinary shares pursuant to the Exchange Agreement, represent              Class A ordinary shares in the aggregate. All of the interests in our Continuing Investors Partnerships owned by Evercore Group L.L.C.’s employees and their affiliates were acquired in arms’ length transactions.

Selling Restrictions

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

Canada

The shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

European Economic Area and United Kingdom

In relation to each Member State of the European Economic Area and the United Kingdom (each a “Relevant State”), no shares have been offered or will be offered pursuant to the offering to the public in that Relevant State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation, except that offers of shares may be made to the public in that Relevant State at any time under the following exemptions under the Prospectus Regulation:

 

   

to any legal entity which is a qualified investor as defined under the Prospectus Regulation;

 

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to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the representatives for any such offer; or

 

   

in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no such offer of shares shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation and each person who initially acquires any shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed to and with each of the representatives and us that it is a “qualified investor” within the meaning of Article 2(e) of the Prospectus Regulation. In the case of any shares being offered to a financial intermediary as that term is used in the Prospectus Regulation, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the shares acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any shares to the public other than their offer or resale in a Relevant State to qualified investors as so defined or in circumstances in which the prior consent of the representatives been obtained to each such proposed offer or resale.

For the purposes of this provision, the expression an “offer to the public” in relation to shares in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares to be offered so as to enable an investor to decide to purchase or subscribe for any shares, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.

In each member state of the European Economic Area that has implemented the EU Directive 2011/61/EU on Alternative Investment Fund Managers (the “AIFM Directive”) and in the United Kingdom (each a “Relevant State”), the shares may only be offered in accordance with the local measures implementing the AIFM Directive, or in any other circumstances permitted by local law, including at the own initiative of the investor. The communication of this prospectus to any recipient in a Relevant State other than in those countries where the shares are being marketed in accordance with local measures implementing the AIFM Directive is not intended to be nor shall it be deemed to constitute marketing of the shares for the purposes of any legislation implementing the AIFM Directive. In addition to issuing the shares to investors in those countries where the shares are being marketed in accordance with local measures implementing the AIFM Directive, the shares may from time to time be issued to professional investors established in a Relevant State other than in those countries where the shares are being marketed in accordance with local measures implementing the AIFM Directive, provided that such investors subscribe for such shares at their own initiative and provide relevant representations to that effect. This prospectus may therefore only be issues to such a person in a Relevant State where that person is a “professional client” within the meaning of EU Directive 2014/65/EC on Markets in Financial Instruments who has requested to receive this prospectus at their own initiative.

United Kingdom

In the United Kingdom, this document is being communicated only to, and is directed only at, and any offer subsequently made may only be made to or directed at persons who are “qualified investors” (as defined in the Prospectus Regulation) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) and/or (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order and/or (iii) persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as “relevant persons”) or otherwise in circumstances which have not resulted and will not result in an offer to the public of the shares in the United Kingdom.

Any person in the United Kingdom that is not a relevant person should not act or rely on the information included in this document or use it as basis for taking any action. In the United Kingdom, any investment or investment activity that this document relates to is available only to and will be engaged only with relevant persons.

 

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Switzerland

The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering, the Company, the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.

Dubai International Financial Centre

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (“DFSA”). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission (“ASIC”), in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the “Corporations Act”), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the shares may only be made to persons (the “Exempt Investors”) who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.

The shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring shares must observe such Australian on-sale restrictions.

This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities

 

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recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

Hong Kong

The shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the shares has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Japan

The shares have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and, accordingly, will not be offered or sold, directly or indirectly, in Japan, or for the benefit of any Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws, regulations and ministerial guidelines promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time. For the purposes of this paragraph, “Japanese Person” shall mean any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the shares were not offered or sold or caused to be made the subject of an invitation for subscription or purchase and will not be offered or sold or caused to be made the subject of an invitation for subscription or purchase, and this prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares, has not been circulated or distributed, nor will it be circulated or distributed, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act (Chapter 289) of Singapore, as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

 

  (a)

a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

 

  (b)

a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred

 

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within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:

 

  (a)

to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

 

  (b)

where no consideration is or will be given for the transfer;

 

  (c)

where the transfer is by operation of law; or

 

  (d)

as specified in Section 276(7) of the SFA.

 

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ENFORCEABILITY OF CIVIL LIABILITIES

UNDER U.S. FEDERAL SECURITIES LAWS AND OTHER MATTERS

We are incorporated under the laws of England and Wales. In addition, certain of our directors and officers reside outside the United States, and all or a substantial portion of their assets and our assets are or may be located in jurisdictions outside the United States. Therefore, it may be difficult or impossible for investors to effect service of process within the United States on us or upon our non-U.S. directors or officers or to recover against us or our non-U.S. directors or our officers on judgments of U.S. courts, including judgments based on the civil liability provisions of U.S. federal securities laws. However, we may be served with process in the United States with respect to actions against us arising out of or in connection with violations of U.S. federal securities laws relating to offers and sales of Class A ordinary shares made hereby by serving CSC North America, our agent, duly appointed for that purpose.

A final judgment for the payment of money rendered by any U.S. federal or state court based on civil liability, whether or not based solely on U.S. federal or state securities laws, would not automatically be enforceable in England or in countries other than the United States where we have assets.

There is currently no treaty to which the United States and England are parties that provides for the reciprocal recognition and enforcement of judgments in civil and commercial matters (although the United States and the United Kingdom are both parties to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards). Consequently, a final judgment for payment rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon U.S. federal securities laws, would not automatically be enforceable in England. In order to enforce any U.S. judgment in England, fresh proceedings must be initiated by way of common law action on the judgment debt before a court of competent jurisdiction in England. In a common law action, an English court generally will not reinvestigate the merits of the original matter decided by a U.S. court and may order summary judgment on the basis that there is no arguable defense to the claim for payment. The entry of an enforcement order by an English court is conditional, among other things, upon the following:

 

   

the U.S. court having had jurisdiction over the original proceeding according to English conflict of laws principals, regardless of jurisdiction according to U.S. conflict of laws principles;

 

   

the judgment being final and conclusive on the merits (in the sense of being final and unalterable in the court which pronounced it) and being for a debt or a definite sum of money;

 

   

the judgment not contravening English public policy or statute in England (including, for example, the U.K. Human Rights Act 1998);

 

   

the judgment being not for a sum payable in respect of taxes or other charges of a like nature, or in respect of a fine or penalty;

 

   

the judgment not being arrived at by doubling, trebling or otherwise multiplying a sum assessed as compensation for the loss or damage sustained; and

 

   

the judgment having not been obtained by fraud or in breach of the principles of natural justice.

Enforcement proceedings would normally be required to be commenced within six years of the date of the judgment. In addition, it is questionable whether an English court would accept jurisdiction and impose civil liability if proceedings were commenced in England predicated solely upon U.S. federal securities law.

If an English court gives judgment for the sum payable under a U.S. judgment, the English judgment will be enforceable by methods generally available under English law for this purpose. These methods generally permit the court discretion to prescribe the manner of enforcement. It may not be possible to obtain an English judgment or to enforce that judgment if the judgment debtor is subject to any insolvency or similar proceedings, or if the judgment debtor has any set-off or counterclaim against the judgment creditor. Also note that, in any

 

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enforcement proceedings, the judgment debtor may raise any counterclaim that could have been brought if the action had been originally brought in England unless the subject of the counterclaim was in issue and denied in the U.S. proceedings.

We may comply with a U.S. judgment voluntarily, but, if it were not to do so, you would have to apply to an English court for an original judgment. Consequently, it could prove difficult to enforce civil liabilities solely based on U.S. securities law in England. In addition, awards of punitive damages in actions brought in the United States or elsewhere may not be enforceable in England and English courts are unlikely to enforce any U.S. judgments for specific performance.

 

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LEGAL MATTERS

The validity of the Class A ordinary shares and certain legal and tax matters under U.S. and English law will be passed upon for us by Davis Polk & Wardwell LLP and Davis Polk & Wardwell London LLP. Certain legal matters under U.S. law will be passed upon for us by Akin Gump Strauss Hauer & Feld LLP, New York, New York, and certain legal matters under Irish law will be passed upon for us by Matheson, Dublin, Ireland. Akin Gump Strauss Hauer & Feld LLP and Matheson also represent RP Management. Certain legal matters in connection with this offering will be passed upon for the underwriters by Goodwin Procter LLP, New York, New York and Goodwin Procter (UK) LLP, London.

EXPERTS

The consolidated financial statements of Royalty Pharma Investments and Subsidiaries as of December 31, 2019 and 2018 and for each of the three years in the period ended December 31, 2019 appearing in this prospectus and Registration Statement have been audited by Ernst & Young, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the Class A ordinary shares offered by this prospectus. This prospectus, filed as part of the registration statement, does not contain all of the information set forth in the registration statement and its exhibits and schedules, portions of which have been omitted as permitted by the rules and regulations of the SEC. Statements contained in this prospectus as to the contents of any contract or other document referred to are not necessarily complete and in each instance, if such contract or document is filed as an exhibit, reference is made to the copy of such contract or other document filed as an exhibit to the registration statement, each statement being qualified in all respects by such reference. For further information about us and our Class A ordinary shares, we refer you to the registration statement and to its exhibits and schedules.

Upon completion of this offering, we will become subject to the informational requirements of the Exchange Act and will be required to file reports and other information with the SEC.

You can review this registration statement, as well as our future SEC filings, by accessing the SEC’s website at www.sec.gov.

We intend to make available to our shareholders annual reports containing consolidated financial statements audited by an independent registered public accounting firm.

 

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ROYALTY PHARMA INVESTMENTS AND SUBSIDIARIES

INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2020 and December 31, 2019, and

for the Three Months Ended March 31, 2020 and 2019

 

     Page  

Condensed Consolidated Balance Sheets (Unaudited)

     F-2  

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

     F-3  

Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)

     F-4  

Condensed Consolidated Statements of Cash Flows (Unaudited)

     F-5  

Notes to Condensed Consolidated Financial Statements (Unaudited)

     F-6  

INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2019 and 2018, and

For the Years Ended December 31, 2019, 2018 and 2017

     Page  

Report of Independent Registered Public Accounting Firm

     F-29  

Consolidated Balance Sheets

     F-30  

Consolidated Statements of Comprehensive Income

     F-31  

Consolidated Statements of Unitholders’ Equity

     F-32  

Consolidated Statements of Cash Flows

     F-33  

Notes to Consolidated Financial Statements

     F-34  

 

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ROYALTY PHARMA INVESTMENTS AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

(in thousands)    As of
March 31,
    As of
December 31,
 
     2020     2019  
     (unaudited)        
Assets             

Current Assets

    

Cash and cash equivalents

   $ 624,367     $ 283,682  

Marketable securities

     567,980       56,972  

Financial royalty assets, net

     489,850       452,560  

Accrued royalty receivable

     33,721       33,525  

Available for sale debt securities

     14,007       —    

Other royalty income receivable

     7,860       5,241  

Other current assets

     52       92  
  

 

 

   

 

 

 

Total current assets

     1,737,837       832,072  
  

 

 

   

 

 

 

Financial royalty assets, net

     10,708,272       10,842,052  

Intangible royalty assets, net

     45,991       51,724  

Equity securities

     283,291       380,756  

Available for sale debt securities

     169,998       131,280  

Derivative financial instruments

     14,071       42,315  

Investments in non-consolidated affiliates

     411,516       124,061  

Other assets

     636       45,635  
  

 

 

   

 

 

 

Total assets

   $ 13,371,612     $ 12,449,895  
  

 

 

   

 

 

 

Liabilities and equity

    

Current liabilities

    

Royalty distribution payable to affiliates

   $ 121,080     $ 31,041  

Accounts payable and accrued expenses

     20,753       11,177  

Accrued purchase obligation

     110,000       —    

Current portion of long-term debt

     182,128       281,984  

Derivative financial instruments

     —         9,215  
  

 

 

   

 

 

 

Total current liabilities

     433,961       333,417  
  

 

 

   

 

 

 

Long-term debt

     5,774,958       5,956,138  

Derivative financial instruments

     —         18,902  
  

 

 

   

 

 

 

Total liabilities

     6,208,919       6,308,457  
  

 

 

   

 

 

 

Commitments and contingencies

    

Shareholders’/Unitholders’ equity

    

Shareholders’/Unitholders’ contributions

     2,553,001       3,282,516  

Retained earnings

     2,561,971       2,825,212  

Non-controlling interest

     2,002,775       35,883  

Accumulated other comprehensive income/(loss)

     49,212       2,093  

Treasury interests

     (4,266     (4,266
  

 

 

   

 

 

 

Total shareholders’/unitholders’ equity

     7,162,693       6,141,438  
  

 

 

   

 

 

 

Total liabilities and shareholders’/unitholders’ equity

   $ 13,371,612     $ 12,449,895  
  

 

 

   

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

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ROYALTY PHARMA INVESTMENTS AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

 

(in thousands)    For the three months ended
March 31,
 
             2020                     2019          

Total income and revenues

    

Income from financial royalty assets

   $ 462,844     $ 382,216  

Revenue from intangible royalty assets

     34,983       43,246  

Other royalty income

     3,052       9,421  
  

 

 

   

 

 

 

Total income and other revenues

     500,879       434,883  
  

 

 

   

 

 

 

Operating expenses

    

Research and development funding expense

     7,639       22,991  

Provision for changes in expected cash flows from financial royalty assets

     88,012       (50,033

Amortization of intangible assets

     5,733       6,599  

General and administrative expenses

     38,065       24,426  
  

 

 

   

 

 

 

Total operating expenses, net

     139,449       3,983  
  

 

 

   

 

 

 

Operating income

     361,430       430,900  

Other expense/(income)

    

Equity in loss of non-consolidated affiliates

     9,074       5,529  

Interest expense

     53,584       67,266  

Unrealized loss on derivative contracts

     33,445       25,840  

Unrealized loss/(gain) on equity securities

     153,166       (53,744

Interest income

     (2,858     (10,027

Other non-operating expense/(income)

     5,923       (58
  

 

 

   

 

 

 

Total other expense, net

     252,334       34,806  
  

 

 

   

 

 

 

Consolidated net income before tax

     109,096       396,094  

Income tax expense

     —         —    
  

 

 

   

 

 

 

Consolidated net income

     109,096       396,094  
  

 

 

   

 

 

 

Less: Net income attributable to non-controlling interest

     (37,856     (28,650
  

 

 

   

 

 

 

Net income attributable to controlling interest

     71,240       367,444  
  

 

 

   

 

 

 

Other comprehensive income/(loss)

    

Reclassification of loss on interest rate swaps included in net income

     4,066       1,587  

Change in unrealized movement on available for sale debt securities

     52,725       —    
  

 

 

   

 

 

 

Other comprehensive income

     56,791       1,587  
  

 

 

   

 

 

 

Comprehensive income

     128,031       369,031  
  

 

 

   

 

 

 

Less: Other comprehensive income attributable to non-controlling interest

     (9,672     —    
  

 

 

   

 

 

 

Comprehensive income attributable to controlling interest

   $ 118,359     $ 369,031  
  

 

 

   

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

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Table of Contents

ROYALTY PHARMA INVESTMENTS AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

 

(in thousands)   Shareholders’
Contributions
    Retained
Earnings
    Accumulated
Other
Comprehensive
Income/(Loss)
    Non-Controlling
Interest
    Treasury
Interests
    Total
Consolidated
Shareholders’
Equity
 

Balance at December 31, 2019

  $ 3,282,516     $ 2,825,212     $ 2,093     $ 35,883     $ (4,266   $ 6,141,438  

Contributions

    307,646       —         —         1,133,629       —         1,441,275  

Transfer of interests

    (1,037,161     —         —         1,037,161       —         —    

Cumulative adjustment for adoption of ASU 2016-13

    —         (192,705     —         —         —         (192,705

Distributions

    —         (141,776     —         (251,426     —         (393,202

Net income

    —         71,240       —         37,856       —         109,096  

Other comprehensive income:

           

Change in unrealized movement on available for sale debt securities

    —         —         43,053       9,672       —         52,725  

Reclassification of loss on interest rate swaps

    —         —         4,066       —         —         4,066  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at March 31, 2020

  $ 2,553,001     $ 2,561,971     $ 49,212     $ 2,002,775     $ (4,266   $ 7,162,693  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    Unitholders’
Contributions
    Retained
Earnings
    Accumulated
Other
Comprehensive
Income/(Loss)
    Non-Controlling
Interest
    Treasury
Interests
    Total
Consolidated
Unitholders’
Equity
 

Balance at December 31, 2018

  $ 3,282,516     $ 1,215,953     $ (10,255   $ 63,865     $ —       $ 4,552,079  

Distributions

    —         (197,669     —         (44,427     —         (242,096

Net income

    —         367,444       —         28,650       —         396,094  

Other comprehensive income/(loss):

           

Reclassification of loss on interest rate swaps

    —         —         1,587       —         —         1,587  

Purchase of treasury interests

    —         —         —         —         (2,327     (2,327
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at March 31, 2019

  $ 3,282,516     $ 1,385,728     $ (8,668   $ 48,088     $ (2,327   $ 4,705,337  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

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ROYALTY PHARMA INVESTMENTS AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

(in thousands)    For the three months ended
March 31,
 
     2020     2019  

Cash flows from operating activities:

    

Cash collections from financial royalty assets

   $ 488,028     $ 467,842  

Cash collections from intangible royalty assets

     34,788       32,738  

Other royalty cash collections

     535       13,661  

Interest received

     2,236       10,027  

Swap collateral received

     45,252       —    

Swap collateral posted

     —         (360

Swap termination payments

     (35,448     —    

Distributions from non-consolidated affiliates

     20,293       14,059  

Development-stage funding payments—ongoing

     (7,639     (22,991

Payments for operating costs and professional services

     (25,838     (17,705

Interest paid

     (51,103     (64,376
  

 

 

   

 

 

 

Net cash provided by operating activities

     471,104       432,895  
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Purchase of equity securities

     (50,000     (56

Proceeds from available for sale debt securities

     —         150,000  

Purchase of marketable securities

     (637,236     —    

Proceeds from sales and maturities of marketable securities

     126,725       —    

Investments in non-consolidated affiliates

     (13,142     (8,842

Acquisitions of financial royalty assets

     (99,290     (1,208,274

Milestone payments

     —         (250,000
  

 

 

   

 

 

 

Net cash used in investing activities

     (672,943     (1,317,172
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Distributions to shareholders/unitholders

     (141,776     (197,669

Distributions to non-controlling interest

     (161,387     (41,460

Contributions from non-controlling interest- acquisitions

     17,359       —    

Contributions from non-controlling interest- R&D

     1,260       —    

Contributions from non-controlling interest- other

     12,405       —    

Scheduled repayments of long-term debt

     (47,100     (73,500

Repayments of long-term debt

     (5,170,396     —    

Proceeds from issuance of long-term debt

     6,040,000       —    

Debt issuance costs and other

     (7,841     —    

Purchase of treasury interests

     —         (2,327
  

 

 

   

 

 

 

Net cash provided by/(used in) financing activities

     542,524       (314,956
  

 

 

   

 

 

 

Net change in cash and cash equivalents

     340,685       (1,199,233

Cash and cash equivalents, beginning of period

     283,682       1,924,211  
  

 

 

   

 

 

 

Cash and cash equivalents, end of period

   $ 624,367     $ 724,978  
  

 

 

   

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

F-5


Table of Contents

ROYALTY PHARMA INVESTMENTS AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Organization and Purpose

Royalty Pharma Investments 2019 ICAV and subsidiaries (the “Company”, “Royalty Pharma Investments”, “RPI” or “we”) is an Irish collective asset management entity formed to facilitate our Exchange Offer Transactions (defined below) and is the successor to Royalty Pharma Investments, an Irish Unit Trust (“Old RPI”) for accounting and financial reporting purposes. RPI is owned, directly or indirectly, by RPI US Partners 2019, LP, a Delaware limited partnership (the “Continuing US Investors Partnership”) and RPI International Holdings 2019, LP, a Cayman Islands exempted limited partnership (the “Continuing International Investors Partnership” and together with the Continuing US Investors Partnership, the “Continuing Investors Partnerships”). Old RPI is a unit trust established in August 2011 under the laws of Ireland and authorized by the Central Bank of Ireland pursuant to the Unit Trusts Act, 1990. The owners of Old RPI were RPI US Partners, LP; RPI US Partners II, LP; RPI International Partners, LP; and RPI International Partners II, LP (the “Legacy Investors Partnerships”).

We are the largest buyer of biopharmaceutical royalties and a leading funder of innovation across the biopharmaceutical industry. We fund innovation in the biopharmaceutical industry both directly and indirectly-directly when we partner with companies to co-fund late-stage clinical trials and new product launches in exchange for future royalties, and indirectly when we acquire existing royalties from the original innovators. We acquire royalties in a variety of ways that can be tailored to the needs of our partners. We classify our acquisitions according to the following structures:

Third-party Royalties—A royalty is the contractual right to a percentage of top-line sales from a licensee’s use of a product, technology or intellectual property. The majority of our current portfolio consists of royalties that had been previously created by other parties prior to our acquisition.

Synthetic / Hybrid Royalties—A synthetic royalty is the contractual right to a percentage of top-line sales created by the developer and/or marketer of a therapy in exchange for funding. In many of our synthetic royalty acquisitions, we also make investments in the public equity of the company, where the main value driver of the company is the product on which we concurrently acquired a royalty.

R&D Funding—We fund R&D, typically for large biopharmaceutical companies, in exchange for future royalties and/or milestones if the product or indication we are funding is approved.

Acquisitions of Companies—We acquire royalties in connection with M&A transactions, often from the buyers of biopharmaceutical companies when they dispose of the non-strategic assets of the target company following the closing of the acquisition. We also seek to partner with companies to acquire other biopharmaceutical companies that own significant royalties. We may also seek to acquire biopharmaceutical companies that have significant royalties or where we can create royalties in subsequent transactions.

RP Management, LLC (the “Manager”), a Delaware limited liability company, is an external adviser who is responsible for the management of RPI. RP Management (Ireland) Ltd. (“RP Ireland”), is the manager of Old RPI and equivalent to the board of directors of a company or general partner of a partnership and is responsible for the day to day operations of Old RPI. Its functions can be delegated to third parties. RP Ireland delegated responsibility for investment management of Old RPI to its parent company, the Manager, in accordance with the investment objectives and policies of Old RPI.

Reorganization Transactions and the U.S. Listing

In connection with an anticipated U.S. listing of Class A ordinary shares of Royalty Pharma plc, we consummated an exchange offer on February 11, 2020 (the “Exchange Date”). Through the exchange offer, investors representing 82% of the aggregate limited partnership interests in the Legacy Investors Partnerships,

 

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Table of Contents

ROYALTY PHARMA INVESTMENTS AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

exchanged their limited partnership interests in the Legacy Investors Partnerships for limited partnership interests in the Continuing Investors Partnerships. The exchange offer transaction together with (i) the concurrent incurrence of indebtedness under our new credit facility and (ii) the issuance of additional interests in Continuing Investors Partnerships to satisfy performance payments payable in respect of assets acquired prior to the date of the U.S. listing are referred to as the “Exchange Offer Transactions.”

As a result of the Exchange Offer Transactions, 82% of the portfolio of Old RPI was effectively transferred to RPI on the Exchange Date. We own, through our wholly-owned subsidiary RPI 2019 Intermediate Finance Trust, a Delaware statutory trust (“RPI Intermediate FT”), an 82% economic interest in Old RPI. Through our 82% indirect ownership of Old RPI, we are legally entitled to 82% of the economics of Old RPI’s wholly-owned subsidiaries, RPI Finance Trust, a Delaware statutory trust (“RPIFT”) and RPI Acquisitions (Ireland), Limited (“RPI Acquisitions”), an Irish private limited company, and 66% of Royalty Pharma Collection Trust, a Delaware statutory trust (“RPCT”). The remaining 34% of RPCT is owned by the Legacy Investors Partnerships and Royalty Pharma Select Finance Trust, a Delaware statutory trust (“RPSFT”), which is wholly owned by Royalty Pharma Select, an Irish Unit trust (“RPS”). From the Exchange Date until the expiration of the Legacy Investors Partnerships’ investment period on June 30, 2020 (the “Legacy Date”), we will participate proportionately with the Legacy Investors Partnerships in any investment made by Old RPI. Following the Legacy Date, Old RPI will cease making new investments and each of Old RPI and the Legacy Investors Partnerships will become legacy entities. Following the Legacy Date, we will make new investments through our wholly-owned subsidiaries (together with RPI, the “RPI Group”), including RPI Intermediate FT.

As part of the Exchange Offer Transactions, the Legacy Investors Partnerships and RPI Intermediate FT have entered into new credit facilities in the amount of $1,260,000,000 and $6,040,000,000, respectively, the proceeds of which were used to repay the $6,273,000,000 outstanding debt of RPIFT and, in the case of RPI Intermediate FT, will also be used to fund future investments. As part of the new credit facilities, RPI Intermediate FT repaid $5,175,884,653, its pro rata portion of RPIFT’s outstanding debt and accrued interest. RPIFT terminated all outstanding interest rate swaps in connection with the debt refinancing.

Prior to, and as a condition precedent to the closing of the U.S. listing, various reorganization transactions will be effected, including the following:

 

   

the Exchange Offer Transactions (as described above); and

 

   

the execution of a new management agreement with the Manager.

We refer to these transactions collectively as the “Reorganization Transactions.”

After the consummation of the offering, “Royalty Pharma plc,” the “Company,” “we,” “us” and “our” refer to Royalty Pharma plc, an English public limited company incorporated under the laws of England and Wales, and its subsidiaries on a consolidated basis, as they would exist upon the closing of the U.S. listing. Immediately following this offering, Royalty Pharma plc will be a holding company whose principal asset will be a controlling equity interest in Royalty Pharma Holdings Ltd., (“RP Holdings”), a private limited company incorporated under the laws of England and Wales and U.K. tax resident. RP Holdings will be formed in connection with the Reorganization Transactions, following which it will be the sole equity owner of RPI.

Old RPI is the predecessor of RPI and Royalty Pharma plc for financial reporting purposes. The references in the following notes for the periods prior to the Exchange Date refer to the financial results of Old RPI for the same periods.

 

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Table of Contents

ROYALTY PHARMA INVESTMENTS AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

2. Summary of Significant Accounting Policies

Basis of preparation and use of estimates

The accompanying unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In the opinion of management, all adjustments considered necessary to present fairly the results of the interim periods have been included and consist only of normal and recurring adjustments. Certain information and footnote disclosures have been condensed or omitted as permitted under U.S. GAAP. The results for the interim periods are not necessarily indicative of results for the full year.

The unaudited condensed consolidated financial statements contained herein should be read in conjunction with our 2019 audited consolidated financial statements and notes thereto.

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results may differ from those estimates.

Basis of consolidation

The condensed consolidated financial statements include the accounts of RPI as well as its majority-owned and controlled subsidiaries. We hold interests in variable interest entities where we have assessed that we are not the primary beneficiary and therefore do not consolidate these entities. For consolidated entities where we own or are exposed to less than 100% of the economics, we record net (income)/loss attributable to non-controlling interests in our condensed consolidated statements of comprehensive income equal to the percentage of the economic or ownership interest retained in such entities by the respective non-controlling parties.

Following management’s determination that a high degree of common ownership existed in RPI both before and after the Exchange Date, RPI recognized Old RPI’s assets and liabilities at the carrying value reflected on Old RPI’s balance sheet as of the Exchange Date.

As a result of the Exchange Offer Transactions in February 2020, a new non-controlling interest was created related to the Legacy Investors Partnerships’ ownership of approximately 18% in Old RPI. As the result of a reorganization transaction that took place in 2011, a non-controlling interest was created related to certain legacy investors’ 20% interest in RPCT held through RPSFT. As noted above, RPIFT, our wholly owned subsidiary, owns the remaining 80% of RPCT, which is fully consolidated.

All intercompany transactions and balances have been eliminated in consolidation.

Concentrations of credit risk

Financial instruments that subject us to significant concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, royalty assets, receivables, and derivatives. Our cash management and investment policy limits investment instruments to investment-grade securities with the objective to preserve capital and to maintain liquidity until the funds are needed for operations. Our cash and cash equivalents, and marketable securities balances at March 31, 2020 and December 31, 2019 were held with State Street Bank and Trust, Deutsche Bank, Merrill Lynch, Pierce, Fenner & Smith, and Bank of America, N.A. Our primary operating accounts significantly exceed the FDIC limits.

 

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Table of Contents

ROYALTY PHARMA INVESTMENTS AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

The majority of our royalty assets and receivables arise from contractual royalty agreements that entitle the Company to royalties on the sales of underlying biopharmaceutical products in the United States, Europe and the rest of the world, with concentrations of credit risk limited due to the broad range of marketers responsible for paying royalties to us and the variety of geographies from which our royalties on product sales are derived. The marketers paying us royalties on these products do not always provide, and are not necessarily required to provide, the breakdown of product sales by geography. The products in which we hold royalties are marketed by leading industry participants, including, among others, Abbott, AbbVie, Amgen, Bristol-Myers Squibb, Celgene, Gilead Sciences, Johnson & Johnson, Lilly, Merck & Co., Pfizer, Novartis, Biogen-Idec, Roche/ Genentech, and Vertex. Vertex, as the marketer and payor of our royalties on the cystic fibrosis franchise products, accounted for 24% and 17% of our current portion of financial royalty assets as of March 31, 2020 and December 31, 2019, respectively.

Recently adopted and issued accounting standards

Upon the January 1, 2020 adoption of ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), we recorded a cumulative adjustment to Retained earnings of $192.7 million to recognize an allowance for credit losses on the portion of our portfolio of financial royalty assets that is subject to credit risk. The subsequent change in allowance for credit loss is reflected in the income statement, along with certain other provision amounts, through the Provision for changes in expected cash flows from financial royalty assets. Refer to Note 7 for further information.

3. Fair Value Measurements and Financial Instruments

Fair value measurements

The summary below presents information about assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2020 and December 31, 2019, and the valuation techniques we utilized to determine such fair value.

 

   

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Our level 1 assets consist of equity securities with readily determinable fair values and money market funds.

 

   

Level 2: Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly. Our level 2 assets generally include marketable securities, warrants, derivatives, available for sale debt securities, and our interest rate swap contracts, which may be in an asset or liability position.

 

   

Level 3: Prices or valuation that requires inputs that are both significant to the fair value measurement and unobservable. Our level 3 assets historically consisted of our investment in the Biohaven Preferred Shares. See Note 5 for a description of our investment in the Biohaven Preferred Shares.

For financial instruments which are carried at fair value, the level in the fair value hierarchy is based on the lowest level of inputs that is significant to the fair value measurement in its entirety.

 

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Table of Contents

ROYALTY PHARMA INVESTMENTS AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Fair value hierarchy

The following is a summary of the inputs used to value our financial assets and liabilities measured at fair value as of March 31, 2020 and December 31, 2019:

 

     As of March 31, 2020  
     Level 1      Level 2      Level 3      Total  
     (in thousands)  

Assets:

           

Cash equivalents

           

Money market funds

   $ 34,688      $ —        $ —        $ 34,688  

Commercial paper

     —          290,672        —          290,672  

Certificates of deposit

     —          41,928        —          41,928  

Marketable securities

           

U.S. government securities

     —          113,983        —          113,983  

Corporate debt securities

     —          46,982        —          46,982  

Certificates of deposit

     —          407,015        —          407,015  

Available for sale debt securities

     —          14,007        —          14,007  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total current assets

   $ 34,688      $ 914,587      $ —        $ 949,275  
  

 

 

    

 

 

    

 

 

    

 

 

 

Equity securities

     283,291               —          283,291  

Available for sale debt securities

     —          169,998        —          169,998  

Warrants (1)

     —          14,071        —          14,071  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total non-current assets

   $ 283,291      $ 184,069      $ —        $ 467,360  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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Table of Contents

ROYALTY PHARMA INVESTMENTS AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

(1)

Related to Epizyme transaction as described in Note 4 and recorded in the non-current asset portion of Derivative financial instruments in the consolidated balance sheet as of March 31, 2020.

 

     As of December 31, 2019  
     Level 1      Level 2      Level 3      Total  
     (in thousands)  

Assets:

           

Cash equivalents

           

Money market funds

   $ 222,296      $ —        $ —        $ 222,296  

Commercial paper

     —          21,502        —          21,502  

Certificates of deposit

     —          20,011        —          20,011  

Marketable securities

           

U.S. government securities

     —          12,877        —          12,877  

Certificates of deposit

     —          44,095        —          44,095  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total current assets

   $ 222,296      $ 98,485      $ —        $ 320,781  
  

 

 

    

 

 

    

 

 

    

 

 

 

Equity securities

     380,756        —          —          380,756  

Available for sale debt securities

     —          —          131,280        131,280  

Warrants (1)

     —          30,815        —          30,815  

Forward purchase contract (1)

     —          11,500        —          11,500  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total non-current assets

   $ 380,756      $ 42,315      $ 131,280      $ 554,351  
  

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities:

           

Interest rate swaps

     —          (9,215      —          (9,215
  

 

 

    

 

 

    

 

 

    

 

 

 

Total current liabilities

   $ —        $ (9,215    $ —        $ (9,215
  

 

 

    

 

 

    

 

 

    

 

 

 

Interest rate swaps

     —          (18,902      —          (18,902
  

 

 

    

 

 

    

 

 

    

 

 

 

Total non-current liabilities

   $ —        $ (18,902    $ —        $ (18,902
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)

Related to Epizyme warrants and put option as described in Note 4 and recorded in the non-current asset portion of Derivative financial instruments in the consolidated balance sheet as of December 31, 2019.

The table presented below summarizes the change in the carrying value of level 3 financial instruments for the three months ended March 31, 2020 and 2019.

 

     For the three months ended  
     March 31, 2020      March 31, 2019  
     (in thousands)  

Available for sale debt securities

     

Balance at the beginning of the period

   $ 131,280      $ —    

Change in unrealized movement

     52,725        —    

Transfers out

     (184,005      —    
  

 

 

    

 

 

 

Balance at the end of the period

   $ —        $ —    
  

 

 

    

 

 

 

Valuation inputs

Below is a discussion of the valuation inputs used for financial instruments classified as level 2 and level 3 measurements in the fair value hierarchy.

 

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Investment in Biohaven Preferred Shares

The fair value of the Biohaven Preferred Shares at March 31, 2020 was based on the achievement of certain contractual terms, namely the February 2020 approval by the United States Food and Drug Administration (“FDA”) of Nurtec ODT (rimegepant), which resulted in a payment to Royalty Pharma of two times (2x) the original purchase price of the Series A Preferred Shares payable in equal quarterly installments following approval and starting one-year after approval, through December 31, 2024. The fixed payment amount of $250.0 million results in nominal quarterly payments of $15.6 million. Using Biohaven’s weighted average cost of capital of 11.6% obtained from a publicly available third party source, management arrived at a fair value of $184.0 million at March 31, 2020 for the Biohaven Preferred Shares, which are classified as a Level 2 measurement at this date for the reasons noted above.

The fair value of the Biohaven Preferred Shares at December 31, 2019 was determined based on significant inputs that were not observable in the market, referred to as Level 3 inputs. The valuation was performed using a Black-Derman-Troy (“BDT”) lattice model, which takes into account the purchase terms and various probability-weighted redemption and payback scenarios that impact the return on investment. Key inputs to the BDT model included, most notably, the probability (1) of Biohaven’s pipeline product, rimegepant, being approved by the FDA by specific dates, (2) of a Change of Control event by specific dates, and (3) that Biohaven will elect to redeem the Preferred Shares for a lump sum payment as opposed to payback over time. Probabilities for the above considerations were developed by our Research team, who have significant healthcare and finance expertise to make such assessments. The most critical assumption that impacted the valuation of our Biohaven Preferred Shares at December 31, 2019 was the probability that rimegepant would be approved by the FDA. If the probability that such FDA approval occurs were reduced by 20%, the value of our Biohaven Preferred Shares would not change materially at December 31, 2019.

Assumptions used in the valuation model as of December 31, 2019 included the following significant unobservable inputs:

 

   

Change of Control probability on a quarterly basis (0%)

 

   

Likelihood of FDA approval (0%-86%)

 

   

Likelihood of FDA approval at the end of any given quarter by December 31, 2024 (Range: 0%-59%).

Other financial instruments

We use a third party pricing service for level 2 inputs used to value cash equivalents and short term investments, which provides documentation on an ongoing basis that includes, among other things, pricing information with respect to reference data, methodology, inputs summarized by asset class, pricing application and corroborative information. Level 2 derivative instruments are valued using counterparty confirmations, LIBOR yield curves and credit valuation adjustments. Warrants are valued using a Black-Scholes option pricing model which considers observable and unobservable inputs.

 

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Financial assets not measured at fair value

Financial royalty assets are measured and carried on the consolidated balance sheets at amortized cost using the effective interest method. The current portion of financial royalty assets approximates fair value. Estimated fair values based on Level 3 inputs and related carrying values for the non-current portion of our financial royalty assets classified as of March 31, 2020 and December 31, 2019 are presented below.

 

(in thousands)    March 31, 2020      December 31, 2019  
     Fair value      Carrying value, net      Fair value      Carrying value, net  

Financial royalty assets, net

   $ 16,876,366      $ 10,708,272      $ 16,501,819      $ 10,842,052  

4. Derivative Instruments

We have historically managed the impact of foreign currency exchange rate and interest rate risk through various financial instruments, including derivative instruments such as interest rate swap contracts and foreign currency forward contracts. Our policy is to use derivatives strategically to hedge existing interest rate exposure and to minimize volatility in cash flow arising from our exposure to interest rate risk and foreign currency risk. We may also acquire other financial instruments that are classified as derivatives. We do not enter into derivative instruments for trading or speculative purposes.

Interest rate swaps

As of March 31, 2020, we do not hold any interest rate swap contracts. In connection with the Exchange Offer Transactions described in Note 1, RPIFT terminated all outstanding interest rate swaps in February 2020. We paid $35.4 million to terminate our swaps and reclaimed $45.3 million of collateral that was held by the respective counterparties.

As of December 31, 2019, RPIFT held interest rate swap contracts to effectively convert a portion of its floating-rate debt to a fixed basis. The notional values and fixed rates payable on the swap contracts are shown in the table below.

 

Notional Value (in millions)

   Fixed Rate     Maturity Date  

$600

     2.019     November 9, 2020  

$250

     2.094     March 27, 2023  

$500

     2.029     March 27, 2023  

$250

     2.113     March 27, 2023  

$500

     2.129     March 27, 2023  

We do not apply hedge accounting and recognize all movement in fair value through earnings. During the three months ended March 31, 2020 and 2019 we recorded in earnings unrealized losses of $10.9 million and $25.8 million, respectively, on interest rate swaps in the condensed consolidated statements of comprehensive income.

The fair value of the swaps at December 31, 2019 was a net liability of $28.1 million (a current liability of $9.2 million and a non-current liability of $18.9 million) and included within derivative financial instruments on the consolidated balance sheets

RPIFT had master International Swaps and Derivatives Association (“ISDA”) agreements in place with its derivative instrument counterparties which provide for final close out netting with counterparties for all positions

 

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

in the case of default or termination of the ISDA agreement. Under these agreements, RPIFT has set-off rights with the same counterparty but elected not to offset such derivative instrument fair values in the condensed consolidated balance sheets.

RPIFT generally had executed a Credit Support Annex (“CSA”) under the ISDA it maintains with each of its over-the-counter (“OTC”) derivative counterparties that requires both posting and accepting collateral either in the form of cash or high-quality securities. These CSAs are bilateral agreements that require collateral postings by the party “out-of-the-money” or in a net derivative liability position. Various thresholds for the amount and timing of collateralization of net liability positions are applicable. RPIFT elected not to offset fair value amounts of any outstanding derivatives against the fair value amounts recognized for the related cash collateral receivable or payable that arise from those derivative instruments on the condensed consolidated balance sheets.

Only the swaps maturing in 2023 had collateral requirements. At December 31, 2019, RPIFT had a receivable of $45.6 million in cash collateral previously posted to trade counterparties, which was recorded in Other assets on the consolidated balance sheets. At December 31, 2019, RPIFT did not have the obligation to return any cash collateral to counterparties, as it did not hold any cash collateral at that date.

Epizyme put option and warrant

In November 2019, RPIFT made an equity investment in Epizyme Inc. (“Epizyme”) of $100.0 million. Under the terms of its agreement with Epizyme, RPIFT made an upfront payment of $100.0 million for (1) shares of Epizyme common stock, (2) a warrant to purchase an additional 2.5 million shares of Epizyme common stock at $20 per share over a three-year term, and (3) Epizyme’s royalty on sales of Tazemetostat in Japan payable by Eisai Co., Ltd (“Eisai”). In addition, Epizyme has an 18 month put option to sell an additional $50.0 million of its common stock to RPIFT at then prevailing prices, not to exceed $20 per share. Epizyme notified the Company its intention to exercise the put option on December 31, 2019. As a result, we recorded a forward purchase contract equal to the difference in market value and exercise share price of $11.5 million in the non-current asset portion of Derivative financial instruments on the consolidated balance sheet at December 31, 2019. The exercise of put option was settled in February 2020.

The warrant was recognized at fair value of $14.1 million and $30.8 million within the non-current asset portion of Derivative financial instruments on the consolidated balance sheet at March 31, 2020 and December 31, 2019, respectively. We recorded an unrealized loss on derivative contracts of $16.7 million related to the change in fair value on the consolidated statements of comprehensive income for the quarter ended March 31, 2020.

Biohaven written put option

The Company determined there was a derivative associated with the Second Tranche of the Biohaven Preferred Share Agreement that was entered into in April 2019. The derivative relates to Biohaven’s option, exercisable within 12 months from when the NDA for Nurtec ODT was accepted by the FDA for Priority Review, to require the Company to purchase up to an additional $75.0 million of Preferred Shares (the “Second Tranche”) at the same price and on the same terms as the First Tranche, in one or more transactions of no less than $25.0 million. As of March 31, 2020 and December 31, 2019, management determined that the value of the Second Tranche written put option was immaterial, and therefore no liability has been recognized on the consolidated balance sheets at this time. See Note 5 for a description of our investment in the Biohaven Preferred Shares.

 

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Summary of derivatives and reclassifications

The tables below summarize the change in fair value of the derivatives for the three months ended March 31, 2020 and 2019, and the line items within the condensed consolidated statements of comprehensive income where the gains/(losses) on these derivatives are recorded.

 

    For the three months ended      
    March 31, 2020     March 31, 2019    

Consolidated Statement of Comprehensive
Income location

    (in thousands)      

Derivatives in hedging relationships (1)

     

Interest Rate Swaps:

     

Amount of loss reclassified from AOCI into income

  $ (4,066   $ (1,587   Unrealized gain/loss on derivative contracts

Change in fair value of interest rate swaps

    73       (6,296   Unrealized gain/loss on derivative contracts

Interest income

    (114     3,773     Interest expense

Derivatives not designated as hedging instruments

     

Interest Rate Swaps:

     

Change in fair value of interest rate swaps

    (6,908     (17,957   Unrealized gain/loss on derivative contracts

Interest income

    (408     1,553     Interest expense

Warrant:

     

Change in fair value of warrant

    (16,744     —       Unrealized gain/loss on derivative contracts

Forward purchase contract:

     

Change in fair value of forward purchase contract

    (5,800     —       Unrealized gain/loss on derivative contracts

 

(1)

Certain older interest rate swaps were previously designated as cash flow hedges. These swaps became ineffective as debt refinancings occurred between 2013-2016. As a result of the termination of interest rate swaps in February 2020, all amounts associated with interest rate swaps previously designated as cash flow hedges and recorded in AOCI have been released into earnings.

5. Available for Sale Debt Securities

A summary of our available for sale debt securities recorded at fair value is shown below as of March 31, 2020 and December 31, 2019:

 

     Cost      Unrealized gains      Fair Value (1)  
As of March 31, 2020           (in thousands)         

Biohaven preferred shares

   $ 125,121      $ 58,884      $ 184,005  
  

 

 

    

 

 

    

 

 

 

Total available for sale debt securities

   $ 125,121      $ 58,884      $ 184,005  
  

 

 

    

 

 

    

 

 

 

As of December 31, 2019

        

Biohaven preferred shares

   $ 125,121      $ 6,159      $ 131,280  
  

 

 

    

 

 

    

 

 

 

Total available for sale debt securities

   $ 125,121      $ 6,159      $ 131,280  
  

 

 

    

 

 

    

 

 

 

 

(1)

As of March 31, 2020, $14.0 million and $170.0 million are recorded as the current and non-current asset portion of Available for sale debt securities, respectively, in the consolidated balance sheet. The entire balance of the Biohaven Preferred Shares was recorded as a non-current asset as of December 31, 2019.

 

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Biohaven available for sale debt securities

On April 5, 2019, RPIFT funded the purchase of 2,495 Series A Preferred Shares from Biohaven Pharmaceutical Holding Company Ltd (“Biohaven”) at a price of $50,100.00 per preferred share, for a total of $125.0 million, pursuant to the Preferred Share Agreement. Pursuant to the Preferred Share Agreement, Biohaven may issue and sell to RPIFT, and RPIFT will purchase from Biohaven, the Second Tranche of up to $75.0 million in the aggregate (and no less than $25.0 million at each additional closing) of additional Series A Preferred Shares subject to the acceptance by the FDA of both New Drug Applications (“NDAs”) with respect to the tablet formulation of rimegepant and the orally disintegrating tablet formulation of rimegepant. As a condition for the issuance of the Second Tranche, one NDA must be accepted under the priority review designation pathway. The issuance of the Second Tranche is subject to customary closing conditions and is entirely at Biohaven’s option.

The Series A Preferred Shares provided RPIFT with the right to require Biohaven to redeem its shares under the following circumstances:

 

   

If a Change of Control is announced on or before October 5, 2019, Biohaven has the option to redeem the Series A Preferred Shares for one point five times (1.5x) the original purchase price of the Series A Preferred Shares upon the closing of the Change of Control. If Biohaven does not elect to redeem the Series A Preferred Shares for 1.5x the original purchase price at the closing of Change of Control, then Biohaven is required to redeem the Series A Preferred Shares for two times (2x) the original purchase price, payable in equal quarterly installments following closing of the Change of Control through December 31, 2024.

 

   

If a Change of Control is announced after October 5, 2019 and the Series A Preferred Shares have not previously been redeemed, Biohaven must redeem the Series A Preferred Shares for two times (2x) the original purchase price of the Series A Preferred Shares payable in a lump sum at the closing of the Change of Control or in equal quarterly installments following the closing of the Change of Control through December 31, 2024.

 

   

If an NDA for rimegepant is not approved by December 31, 2021, RPIFT has the option at any time thereafter to require Biohaven to redeem the Series A Preferred Shares for one point two times (1.2x) the original purchase price of the Series A Preferred Shares.

 

   

If no Change of Control has been announced, the Series A Preferred Shares have not previously been redeemed and (i) rimegepant is approved on or before December 31, 2024, following approval and starting one-year after approval, Biohaven must redeem the Series A Preferred Shares for two times (2x) the original purchase price, payable in a lump sum or in equal quarterly installments through December 31, 2024 (provided that if rimegepant is approved in 2024, the entire redemption amount must be paid by December 31, 2024) or (ii) rimegepant is not approved by December 31, 2024, Biohaven must redeem the Series A Preferred Shares for two times (2x) the original purchase price on December 31, 2024.

 

   

Biohaven may redeem the Series A Preferred Shares at its option at any time for two times (2x) the original purchase price, which redemption price may be paid in a lump sum or in equal quarterly installments through December 31, 2024. In the event that Biohaven defaults on any obligation to redeem Series A Preferred Shares when required, the redemption amount shall accrue interest at the rate of eighteen percent (18%) per annum. If any such default continues for at least one year, RPIFT will be entitled to convert, subject to certain limitations, such Series A Preferred Shares into common shares, with no waiver of its redemption rights.

 

   

Under all circumstances, the Series A Preferred Shares are required to be redeemed by Biohaven by December 31, 2024.

 

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Nurtec ODT (rimegepant) was approved by the FDA in February 2020, which results in a payment due to Royalty Pharma of two times (2x) the original purchase price of the Series A Preferred Shares payable in equal quarterly installments following approval and starting one-year after approval, through December 31, 2024.

6. Financial Royalty Assets, Net

Financial royalty assets, net consist of contractual rights to cash flows relating to royalty payments derived from the sales of patent-protected biopharmaceutical products that entitle the Company and its subsidiaries to receive a portion of income from the sale of those products by unrelated companies.

The gross carrying value, cumulative allowance for changes in expected cash flows, exclusive of the allowance for credit losses, and net carrying value for the current and non-current portion of royalty assets classified as financial assets at March 31, 2020 and December 31, 2019 are as follows.

 

March 31, 2020

   Estimated royalty
expiration (a)
  Gross carrying
value
     Cumulative allowance
for changes in expected
cash flows (Note 7)
    Net carrying value (d)  
         (in thousands)  

Cystic fibrosis franchise

   (b)   $ 4,679,673      $ —       $ 4,679,673  

Tysabri

   (c)     2,103,741        (129,195     1,974,546  

Imbruvica

   2029     1,352,607        (34,247     1,318,360  

Xtandi

   2028     1,182,528        (230,592     951,936  

Promacta

   2026     754,324        (14,785     739,539  

Crysvita

   2032     329,282        (34,499     294,783  

Other

   2019-2036     1,942,138        (428,190     1,513,948  
    

 

 

    

 

 

   

 

 

 

Total

       12,344,293        (871,508     11,472,785  
    

 

 

    

 

 

   

 

 

 

Less: Cumulative allowance for credit losses (Note 7)

 

    (274,663
 

 

 

 

Total financial royalty assets, net

 

  $ 11,198,122  
 

 

 

 

 

a)

Dates shown are based on the patent expiry date or management’s best estimate of the date through which the Company will be entitled to royalties. Royalty expiration dates can change due to the grant of additional patents, the invalidation of patents, and other reasons.

b)

The expiration date for the Cystic fibrosis franchise is based on the patent expiration date for Trikafta, a franchise product which was approved in the US in October 2019. Management estimates that the most material patents provide protection through 2037.

c)

Under terms of the agreement, RPIFT acquired a perpetual royalty on net sales of Tysabri. Management has applied an end date of 2031 for purposes of accreting income over the royalty term.

 

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

d)

The net carrying value by asset is presented before the allowance for credit losses. Refer to Note 7 for additional information.

 

December 31, 2019

   Estimated royalty
expiration (a)
    Gross carrying
value
     Cumulative allowance
for changes in expected
cash flows (Note 7)
    Net carrying value  
           (in thousands)  

Cystic fibrosis franchise (d)

     (b)     $ 4,639,045      $ —       $ 4,639,045  

Tysabri

     (c)       2,131,272        (71,789     2,059,483  

Imbruvica

     2029       1,332,077        —         1,332,077  

Xtandi

     2028       1,193,918        (332,624     861,294  

Promacta

     2026       776,555        —         776,555  

Crysvita

     2032       321,234        —         321,234  

Other

     2019-2036       1,768,929        (464,005     1,304,924  
    

 

 

    

 

 

   

 

 

 

Total

       12,163,030        (868,418     11,294,612  
    

 

 

    

 

 

   

 

 

 

 

a)

Dates shown are based on the patent expiry date or management’s best estimate of the date through which the Company will be entitled to royalties. Royalty expiration dates can change due to the grant of additional patents, the invalidation of patents, and other reasons.

b)

The expiration date for the Cystic fibrosis franchise is based on the patent expiration date for Trikafta, a franchise product which was approved in the US in October 2019. Management estimates that the most material patents provide protection through 2037.

c)

Under terms of the agreement, RPIFT acquired a perpetual royalty on net sales of Tysabri. Management has applied an end date of 2031 for purposes of accreting income over the royalty term.

d)

The Vertex triple combination therapy, Trikafta, was approved by the FDA in October 2019. Sell-side equity research analysts’ consensus forecasts increased due to expected sales of the newly approved Cystic fibrosis franchise product and resulted in a reversal of the entire cumulative allowance for changes in expected cash flows in the fourth quarter of 2019 related to this royalty asset.

Cystic fibrosis franchise clawback

In November 2019, Vertex announced that it reached an agreement with the French Authorities for a national reimbursement deal for Orkambi. As a result, management expected a reduction to royalty receipts in 2020 of approximately $35.0 million to $45.0 million, to reflect a true up related to prior periods where we collected royalties on French sales of Orkambi at a higher selling price. We recognized a reduction to the current portion of Royalty assets, net—financial asset of $41.0 million as of December 31, 2019. Upon receipt of the royalty payment in the first quarter of 2020, we did not recognize any material adjustments related to our clawback estimate.

7. Cumulative Allowance for Changes in Expected Cash Flows from Financial Royalty Assets

The Cumulative allowance and the Provision for changes in expected future cash flows from financial royalty assets includes the following activity:

 

   

the movement in the Cumulative allowance for changes in expected future cash flows, and

 

   

the movement in the allowance for credit losses, which is presented net within the non-current portion of Financial royalty assets, net on the consolidated balance sheets.

 

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Upon the January 1, 2020 adoption of ASU 2016-13, we recorded a cumulative adjustment to Retained earnings of $192.7 million to recognize an allowance for credit losses on the portion of our portfolio of financial royalty assets that is subject to credit risk. The credit loss allowance is determined using the probability of default and loss given default methods. The provision for changes in expected cash flows from financial royalty assets reflects the activity for the period that relates to the change in estimates applied to calculate the allowance for credit losses, namely any changes in the credit ratings of the marketers responsible for paying our royalties and changes in the underlying cash flow forecasts used in the effective interest model to measure income from our financial royalty assets. The credit rating, which is primarily based on publicly available data and updated on a quarterly basis, is the primary credit quality indicator used to determine the allowance for credit losses.

The following table sets forth the activity in the cumulative allowance for changes in expected cash flows from financial royalty assets, inclusive of the allowance for credit losses, as of the dates indicated:

 

(in thousands)   Activity for the period  

Balance at December 31, 2018

  $ (1,982,897

Increases to the cumulative allowance for changes in expected cash flows from financial royalty assets

    (13,706

Decreases to the cumulative allowance for changes in expected cash flows from financial royalty assets

    63,739  
 

 

 

 

Balance at March 31, 2019

  $ (1,932,864
 

 

 

 

Balance at December 31, 2019

    (868,418

Cumulative adjustment for adoption of ASU 2016-13

    (192,705

Increases to the cumulative allowance for changes in expected cash flows from financial royalty assets

    (143,268

Decreases to the cumulative allowance for changes in expected cash flows from financial royalty assets

    137,214  

Reversal of cumulative allowance (a)

    2,964  

Current period provision for credit losses

    (81,958
 

 

 

 

Balance at March 31, 2020

  $ (1,146,171
 

 

 

 

 

(a)

Relates to amounts reversed out of the allowance at the end of a royalty asset’s life to bring the account balance to zero. Reversals solely impact the asset account and allowance account, there is no impact on the condensed consolidated statements of comprehensive income.

 

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

8. Intangible Royalty Assets, Net

The following schedules of the intangible royalty interests present the cost, accumulated amortization and net carrying value as of March 31, 2020 and December 31, 2019.

 

As of March 31, 2020   Cost     Accumulated
amortization
    Net carrying
value
 
    (in thousands)  

DPP-IV Inhibitors

  $ 606,216     $ 560,225     $ 45,991  
 

 

 

   

 

 

   

 

 

 

Total intangible royalty assets

  $ 606,216     $ 560,225     $ 45,991  
 

 

 

   

 

 

   

 

 

 

 

As of December 31, 2019   Cost     Accumulated
amortization
    Net carrying
value
 
    (in thousands)  

DPP-IV Inhibitors

  $ 606,216     $ 554,492     $ 51,724  
 

 

 

   

 

 

   

 

 

 

Total intangible royalty assets

  $ 606,216     $ 554,492     $ 51,724  
 

 

 

   

 

 

   

 

 

 

The patents associated with the royalty interests classified as intangible assets terminate at various dates up to 2022. The weighted average remaining life of the royalty interests classified as intangible assets is 2.0 years. The projected amortization expense is $17.3 million, $23.0 million, and $5.7 million in the remainder of 2020, 2021 and 2022, respectively.

The company’s revenue is tied to underlying patent protected sales of other DPP-IV products of various licensees. Such revenue from royalty assets is earned from sales occurring primarily in the US and Europe; however, we do not have the ability to disaggregate our royalty revenue from licensees based on the geography of the underlying sales, as this level of information is not always included in royalty reports provided to the Company. Individual licensees exceeding 10% or more of revenue from royalty assets accounted for 94% and 91% of our revenues from intangible royalty assets in the first three months of 2020 and 2019, respectively. Refer to our Concentration of credit risk policy in Note 2 for additional information.

9. Non-Consolidated Affiliates

The Legacy SLP Interest

In connection with the Exchange Offer, we acquired a special limited partnership interest in the Legacy Investors Partnerships (the “Legacy SLP Interest”) valued at $303.7 million in exchange for issuing shares in the Company. As a result, RPI became a special limited partner in the Legacy Investors Partnerships. The Legacy SLP Interest will entitle us to the equivalent of performance distribution payments that would have been paid to the general partner of the Legacy Investors Partnerships and an income allocation on a similar basis. The income allocation attributable to the Company is equal to the general partner’s former contractual rights to the income of the Legacy Investors Partnerships. The Legacy SLP Interest is treated as an equity method investment as the Manager has the ability to exercise significant influence over the Legacy Investors Partnerships. As the Legacy Investors Partnerships are no longer participating in investment opportunities after June 30, 2020, the value of the Legacy SLP Interest is expected to decline over time. The Legacy Investors Partnerships own a non-controlling interest in Old RPI.

The income allocation from the Legacy SLP Interest is based on an estimate as the Legacy Investors Partnerships are private partnerships that report on a lag. Management’s estimate of equity in earnings from the Legacy SLP

 

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Interest for the current period will be updated for actuals in the subsequent period. During the first three months of 2020, we received cash distributions of $6.9 million from the Legacy Investors Partnerships and recorded an income allocation of $3.2 million within Equity in loss of non-consolidated affiliates.

The Avillion Entities

We account for our partnership interests in Avillion Financing I, LP (“Avillion I”) and BAv Financing II, LP (“Avillion II”, or, together, the “Avillion Entities”) as equity method investments because RPIFT has the ability to exercise significant influence over the entity.

On December 19, 2017, the Avillion Entities announced that the FDA approved a supplemental New Drug Application for Pfizer’s BOSULIF® (bosutinib). Avillion I is eligible to receive fixed payments from Pfizer based on this approval. Subsequent to the asset sale, the only operations of Avillion I are the collection of cash and unwinding of discount on the series of fixed annual payments due from Pfizer. We received distributions of $13.4 million and $14.1 million from Avillion I during the first three months of 2020 and 2019, respectively, in connection with Avillion I’s receipt of the fixed annual payments due under its co-development agreement with Pfizer.

In March 2017 RPIFT entered into an agreement to invest approximately $15.0 million to fund approximately 50% of the costs of a phase II clinical trial for the use of Merck KGaA’s anti-IL 17 nanobody M1095 (the “Merck Asset”) for the treatment of psoriasis in exchange for certain milestone and royalty payments. In May 2018 RPIFT entered into an additional agreement to invest up to $105.0 million in Avillion II over multiple years to fund approximately 44% of the costs of Phase II and III clinical trials to advance Pearl Therapeutics, Inc.’s product PT-027 (the “AZ Asset”) through a global clinical development program for the treatment of asthma in exchange for a series of deferred payments and success-based milestones.

In December 2019, the Avillion II agreement was amended to increase RPIFT’s funding commitment by an additional $4.0 million in respect of the Merck Asset, for a total funding cap of $19.0 million.

RPIFT had $57.7 million and $70.8 million of unfunded commitments related to the Avillion Entities as of March 31, 2020 and December 31, 2019, respectively. Our maximum exposure to loss at any particular reporting date is limited to the current carrying value of the investment plus the unfunded commitments.

10. Research and Development Funding Expense

During the first three months of 2020 and 2019, we did not enter into any new R&D funding arrangements. The only R&D funding expense incurred related to ongoing development stage funding payments. We recognized $7.6 million of R&D funding expense during the first three months of 2020 primarily related to our R&D funding agreements with Sanofi. We recognized $23.0 million of R&D funding expense during the first three months of 2019, of which $4.0 million and $18.5 million related to our funding agreements with Sanofi and Pfizer, respectively.

As of March 31, 2020 we have a remaining commitment of $25.7 million related to an R&D funding agreement with Sanofi.

11. Borrowings

New Senior Secured Credit Facilities

On February 11, 2020, in connection with the Exchange Offer Transactions (as discussed in Note 1) and using funds contributed by RPI Intermediate FT and the Legacy Investors Partnerships, RPIFT repaid its outstanding

 

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

debt and accrued interest, and terminated all outstanding interest rate swaps. RPI Intermediate FT, as borrower, entered into a term loan credit agreement (the “Credit Agreement”) with Bank of America, N.A., as administrative agent, the lenders party thereto from time to time and the other parties thereto. The new senior secured credit facilities contained in the Credit Agreement consist of a term loan A (“Tranche A-1”) and term loan B (“Tranche B-1”) in the amounts of $3.20 billion and $2.84 billion, respectively. Tranche A-1 has an interest rate of 1.50% above LIBOR and matures in February 2025. Tranche B-1 has an interest rate of 1.75% above LIBOR matures in February 2027.

The Credit Agreement contains covenants that, among other things, restrict our ability to make certain distributions, incur additional debt, engage in certain asset sales, mergers, acquisitions or similar transactions, create liens on assets, engage in certain transactions with affiliates or make investments. The Credit Agreement also contains customary events of default. We may voluntarily prepay in whole or in part the outstanding principal amounts of term loans under our Credit Agreement at any time prior to the maturity dates, with certain voluntary prepayments that may be subject to a customary prepayment premium governed by the Credit Agreement.

Financial Covenants

The Credit Agreement contains financial covenants requiring us to maintain (i) a Consolidated Leverage Ratio at or below 4.00 to 1.00 (or at or below 4.50 to 1:00 following a Qualifying Material Acquisition) of Consolidated Funded Debt to Consolidated EBITDA (each as defined and calculated with the ratio level calculated with further adjustments as set forth in the Credit Agreement) and (ii) a Consolidated Coverage Ratio at or above 2.50 to 1.00 of Consolidated EBITDA minus Consolidated Capital Expenditures to Consolidated Charges (each as defined and calculated with further adjustments as set forth in the Credit Agreement).

Our borrowings at March 31, 2020 and December 31, 2019 consisted of the following:

 

(in thousands)    Maturity      Spread over
LIBOR (1)
     March 31,
2020
    December 31,
2019
 

New RPI Intermediate FT Senior Secured Credit Facilities:

          

Term Loan A Facility

          

Tranche A-1

     2/2025        150 bps      $ 3,160,000     $ —    

Term Loan B Facility

          

Tranche B-1

     2/2027        175 bps        2,832,900       —    

RPIFT Senior Secured Credit Facilities:

          

Term Loan B Facility

          

Tranche B-6

     3/2023        200 bps        —         4,123,000  

Term Loan A Facility

          

Tranche A-4

     5/2022        150 bps        —         2,150,000  

Loan issuance costs

           (4,148     (1,691

Original issue discount

           (31,666     (33,187
        

 

 

   

 

 

 

Total value of senior secured debt (2)

           5,957,086       6,238,122  
        

 

 

   

 

 

 

Less: Current portion of long-term debt

           (182,128     (281,984
        

 

 

   

 

 

 

Total long-term debt

         $ 5,774,958     $ 5,956,138  
        

 

 

   

 

 

 

 

(1)

Borrowings under our senior secured credit facilities bear interest at a rate equal to LIBOR plus an applicable margin.

(2)

The carrying value of our long term debt, including the current portion, approximates its fair value.

 

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ROYALTY PHARMA INVESTMENTS AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Amortization of Term Loans

As of March 31, 2020, we are required to repay the term loans under RPI Intermediate FT’s new senior secured credit facilities over the next five years and thereafter as follows:

 

(in thousands)    Term loan amortization  
Year    Tranche A-1      Tranche B-1      Total  

Remainder of 2020

   $ 120,000      $ 21,300      $ 141,300  

2021

     160,000        28,400        188,400  

2022

     160,000        28,400        188,400  

2023

     160,000        28,400        188,400  

2024

     160,000        28,400        188,400  

Thereafter

     2,400,000        2,698,000        5,098,000  
  

 

 

    

 

 

    

 

 

 

Total (1)

     3,160,000        2,832,900        5,992,900  
  

 

 

    

 

 

    

 

 

 

 

(1)

Excludes discount on long-term debt of $31.7 million and loan issuance costs of $4.1 million, which are amortized through interest expense over the life of the underlying debt obligations.

RPIFT Senior Secured Credit Facilities (the “Old Credit Facility”)

The Old Credit Facility was repaid in full in February 2020 in connection with the Exchange Offer. As of December 31, 2019, RPIFT’s Loan Facility included two term loans, Term Loan A and Term Loan B. Tranche A-4 required annual amortization of 5.9% per year and tranche B-6 required annual amortization of 3.2% per year. The Old Credit Facility was secured by a grant by RPIFT of a security interest in substantially all of its personal property and a grant by RPCT of a security interest in RPIFT’s share (80%) of all amounts on deposit in the Collection Trust Account.

The Old Credit Facility contained the following covenants measured quarterly: (i) maximum total leverage ratio of 4:00 to 1:00; (ii) debt coverage ratio of greater than 3.50 to 1.00. RPIFT was in compliance with these covenants at December 31, 2019.

 

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ROYALTY PHARMA INVESTMENTS AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

12. Indirect Cash Flow

Adjustments to reconcile consolidated net income to net cash provided by operating activities are summarized below.

 

(in thousands)    For the three months ended
March 31,
 
     2020     2019  

Cash flow from operating activities:

    

Consolidated net income

   $ 109,096     $ 396,094  

Adjustments to reconcile consolidated net income to net cash provided by operating activities:

    

Provision for changes in expected cash flows from financial royalty assets

     88,012       (50,033

Amortization of intangible assets

     5,733       6,599  

Amortization of loan issuance and discount on long-term debt

     2,478       3,082  

Unrealized loss on derivate contracts

     33,445       25,840  

Unrealized loss/(gain) on equity securities

     153,166       (53,744

Equity in loss of non-consolidated affiliates

     9,074       5,529  

Distributions from non-consolidated affiliates

     20,293       14,059  

Loss on extinguishment of debt

     5,406       —    

Other

     3,469       —    

(Increase)/decrease in operating assets:

    

Financial royalty assets

     (462,844     (382,216

Cash collected on financial royalty assets

     488,028       467,842  

Available for sale debt securities

     —         (150,000

Accrued royalty receivable

     (196     (7,571

Other receivables

     —         150,000  

Other royalty income receivable

     (2,619     4,140  

Other current assets

     40       4,060  

Other assets

     45,007       (360

(Decrease)/increase in operating liabilities:

    

Accounts payable and accrued expenses

     8,468       (426

Derivative financial instruments

     (34,952     —    
  

 

 

   

 

 

 

Net cash provided by operating activities

   $ 471,104     $ 432,985  
  

 

 

   

 

 

 

Supplemental information relating to non-cash investing and financing activities is summarized below.

 

(in thousands)    For the three months ended
March 31,
 
     2020      2019  

Supplemental schedule of non-cash investing / financing activities:

     

Contribution of investment in Legacy Investors Partnerships(1)

   $ 303,679      $ —    

Settlement of Epizyme forward purchase contract(2)

     5,700        —    

Accrued purchase obligation—Tazverik(3)

     110,000        —    

Repayments of long-term debt by contributions from non-controlling interest(4)

     1,103,774        —    

 

(1)

See Note 9.

(2)

See Note 4.

 

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

(3)

See Note 15.

(4)

Related to the pro rata portion of RPIFT’s outstanding debt repaid by the Legacy Investors Partnerships.

13. Other Comprehensive Income (Loss)

Comprehensive income is comprised of net income and other comprehensive income/(loss). We include unrealized gains and losses on available for sale securities and unrealized gains/(losses) on the interest rate swaps that were designated as cash flow hedges in other comprehensive income/(loss). Prior to January 1, 2018, unrealized gains and losses on available for sale equity securities were included in accumulated other comprehensive income/(loss). Beginning on January 1, 2018, unrealized gains and losses on equity securities are recognized through earnings.

Changes in accumulated other comprehensive income/(loss) by component are as follows:

 

     Unrealized gain/(loss)
on available for sale
debt securities
     Unrealized gain/(loss)
on interest rate swaps
     Total Accumulated
Other
Comprehensive
Income/(Loss)
 
     (in thousands)  

Balance at December 31, 2019

   $ 6,159      $ (4,066    $ 2,093  

Activity for the year

     43,053        —          43,053  

Reclassifications

     —          4,066        4,066  
  

 

 

    

 

 

    

 

 

 

Balance at March 31, 2020

   $ 49,212      $ —        $ 49,212  
  

 

 

    

 

 

    

 

 

 

 

     Unrealized gain/(loss)
on available for sale
debt securities
     Unrealized gain/(loss)
on interest rate swaps
     Total Accumulated
Other
Comprehensive
Income/(Loss)
 
     (in thousands)  

Balance at December 31, 2018

   $ —        $ (10,255    $ (10,255

Reclassifications

     —          1,587        1,587  
  

 

 

    

 

 

    

 

 

 

Balance at March 31, 2019

   $ —        $ (8,668    $ (8,668
  

 

 

    

 

 

    

 

 

 

14. Related Party Transactions

The Manager

The Manager is an affiliate of RP Ireland, the Administrator of RPIFT and RPI 2019 Intermediate Finance Trust (“RPI Intermediate FT”) and the investment manager for RPI. The sole member of the Manager holds an indirect interest in RPI and serves on the investment committee of the Manager.

Historically, the Manager received Operating and Personnel Payments payable in equal quarterly installments and increasing by 5% annually on a compounded basis under the terms of its Management Agreement with Old RPI and the Legacy Investors Partnerships. RP Ireland receives an annual management fee payable in advance by Old RPI in equal quarterly installments under terms of the Limited Partnership Agreements of the Legacy Investors Partnerships. Operating and Personnel Payments incurred during the three months ended March 31, 2019 were $15.0 million and were recognized within General and administrative expenses on the consolidated statements of comprehensive income.

In connection with the Exchange Offer Transactions (discussed in Note 1), the Manager has entered into new management agreements with RPI and the Continuing Investors Partnerships, and with the Legacy Investors

 

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ROYALTY PHARMA INVESTMENTS AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Partnerships. Pursuant to the new management agreements, RPI pays quarterly Operating and Personnel Payments in respect of operating and personnel expenses to the Manager or its affiliates equal to 6.5% of the Adjusted Cash Receipts (as defined therein) for such quarter and 0.25% of the GAAP value of our security investments, including equity securities and derivative financial instruments, as of the end of such quarter. The Operating and Personnel Payment for Old RPI, an obligation of the Legacy Investors Partnerships as a non-controlling interest in Old RPI and for which the expense is reflected in our income statement, is payable in equal quarterly installments and increasing by 5% annually on a compounded basis. Operating and Personnel Payments incurred during the three months ended March 31, 2020 were $19.7 million.

Royalty Distribution Payable

The Royalty distribution payable to affiliates of $121.1 million at March 31, 2020 includes the following: (1) $92.6 million of royalty receipts due from Old RPI to RPI Intermediate FT in connection with the Legacy Investors Partnerships’ non-controlling interest in Old RPI that arose in the Reorganization Transactions, and (2) $28.5 million of royalty receipts due from RPCT to RP Select Finance Trust in connection with its non-controlling interest in RPCT. The Royalty distribution payable to affiliates of $31.0 million at December 31, 2019 represents royalty receipts due from RPCT to RP Select Finance Trust. The accrual is recorded based on estimated royalty receipts for the period, which are derived from estimates generated from analyst consensus forecasts for each product, and will be collected one quarter in arrears, and is payable to the non-controlling interest owners under the terms of collection account control agreements whereby RPCT and Old RPI are required to disperse royalty receipts collected to the minority owners in proportion to their ownership interests.

Acquisition from Epizyme Inc.

In November 2019, in connection with an equity investment in Epizyme Inc. of $100.0 million made by RPIFT, Pablo Legorreta, Royalty Pharma’s CEO, was appointed as a director of Epizyme, for which he will receive compensation in cash and shares, all of which will be contributed to the Manager and used to reduce costs and expenses which would otherwise be billed to the Company or its affiliates.

Acquisition from Bristol-Myers Squibb

In November 2017, our wholly owned subsidiary, RPI Acquisitions (Ireland) Limited (“RPI Acquisitions”), entered into a Purchase Agreement with Bristol-Myers Squibb (“BMS”) to acquire from BMS a percentage of its future royalties on worldwide sales of Onglyza, Farxiga, and related diabetes products marketed by AstraZeneca. We agreed to make payments to BMS based on sales of the products over the eight quarters beginning with the first quarter of 2018 in exchange for a high single-digit royalty on worldwide sales of the products from 2020 through 2025.

On December 8, 2017, RPI Acquisitions entered into a purchase, sale and assignment agreement with a wholly owned subsidiary of BioPharma Credit PLC (LSE: BPCR, “BPCR”), an affiliate of RPI. BPCR is a related entity due to the sole member of the investment manager having significant influence over both entities. Under the terms of the Assignment Agreement, RPI Acquisitions assigned the benefit of 50% of the payment stream acquired from BMS to BPCR in consideration for BPCR meeting 50% of the funding obligations owed to BMS under the Purchase Agreement.

We began making installment payments to BMS during the second quarter of 2018. Upon transfer of funds from BPCR to RPI Acquisitions to meet the quarterly funding obligation to BMS, RPI Acquisitions derecognizes 50% of the financial royalty asset. Cash received from BPCR in respect of each funding obligation equals the carrying

 

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ROYALTY PHARMA INVESTMENTS AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

amount of the assigned transfer of interest, therefore no gain or loss is recognized upon the transfer. The financial royalty asset of $163.7 million and $150.3 million included in financial royalty assets, net on the condensed consolidated balance sheets as of March 31, 2020 and December 31, 2019, respectively, represents only the Company’s right to the future payment streams acquired from BMS.

Our funding was completed in the first quarter of 2020. We have funded a cumulative amount of $162.4 million, net of the assignment. We began to recognize income from the BMS asset when our installment funding obligation was completed and we expect to receive our first royalty payment on the BMS asset in the second quarter of 2020.

Other transactions

During the year ended December 31, 2019, RPIFT acquired 27,210 limited partnership interests in an affiliate of, and an equity method investor in, Old RPI and RPIFT, whose only substantive operations are its investment in Old RPI. The total investment of $4.3 million is recorded as treasury interests in the consolidated balance sheet as of December 31, 2019.

15. Commitments and Contingencies

In the ordinary course of its business, we may enter into contracts or agreements that contain customary indemnifications relating to such things as confidentiality agreements and representations as to corporate existence and authority to enter into contracts. The maximum exposure under such agreements is indeterminable until a claim, if any, is made. However, no such claims have been made against Royalty Pharma to date and we believe that the likelihood of such proceedings taking place in the future is remote.

In November 2019, RPIFT agreed to pay $330.0 million to purchase Eisai’s royalties on future worldwide sales of Tazverik (tazemetostat), a novel targeted therapy in late-stage clinical development that was approved by the FDA in January 2020 for epithelioid sarcoma, and with the potential to be approved in several cancer indications. Under the terms of its agreement with Eisai, RPIFT acquired Eisai’s future worldwide royalties on net sales by Epizyme of Tazverik outside of Japan, for an upfront payment of $110.0 million plus up to an additional $220.0 million for the remainder of the royalty upon FDA approval of Tazverik for certain indications. The FDA approval of Tazverik in January 2020 triggered our obligation to fund the next $110.0 million tranche in November 2020, which is recognized as an accrued liability on the consolidated balance sheet at March 31, 2020. The remaining funding commitment of up to $110.0 million will be recognized upon resolution of the remaining associated contingency.

We have commitments to advance funds to counterparties through our contingent funding of the Second Tranche of Biohaven Preferred Shares, investments in non-consolidated affiliates, and research and development arrangements. Please refer to Notes 4, 9, and 10, respectively, for details of these arrangements. We also have requirements to make Operating and Personnel Payments over the life of the Management Agreement as described in Note 14, which are variable and based on projected cash receipts.

Outstanding litigation

In December 2015, Boehringer Ingelheim International GmBH (“BI”) notified Royalty Pharma that (a) BI had revised its interpretation of the license agreement between BI and Royalty Pharma, (b) as a result BI believed that it had overpaid royalties on sales of Tradjenta, Jentadueto and Glyxambi, the DPP-IVs, for periods prior to 2015 by €7.7 million, and (c) BI was seeking a refund in that amount. Management does not agree with BI’s

 

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

interpretation of the license agreement and has had extensive discussions with BI in an effort to reach an amicable settlement of this dispute. On January 21, 2019, RPCT filed a lawsuit in England against BI seeking recovery of €23.1 million in underpaid royalties. We intend to pursue this claim vigorously, but there can be no assurance that we will prevail in this dispute. Due to the uncertainty at this time, we have not accrued any amounts related to this matter and any legal costs will be expensed as incurred.

16. Subsequent Events

In April 2020, we acquired a royalty on Prevymis, an approved product used to prevent cytomegalovirus infection in stem cell transplants, from AiCuris Anti-infective Cures GmbH in exchange for an upfront payment of $220.0 million.

Coronavirus Outbreak

The current outbreak of the novel coronavirus, or COVID-19, could materially and adversely affect our results of operations, financial condition and cash flows. Further, the spread of the COVID-19 outbreak has caused severe disruptions in the U.S. and global economy and financial markets and could potentially create widespread business continuity issues of an as yet unknown magnitude and duration. Given the uncertainty around the extent and timing of the potential future spread or mitigation efforts related to the current outbreak of COVID-19, the financial impact cannot be reasonably estimated at this time.

 

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Report of Independent Registered Public Accounting Firm

To the Board of Directors of RP Management (Ireland) Limited

    as manager of Royalty Pharma Investments

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Royalty Pharma Investments and subsidiaries (the “Company”) as of December 31, 2019 and 2018, the related consolidated statements of comprehensive income, unitholders’ equity and cash flows for each of the three years in the period ended December 31, 2019, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. 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 audits 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 statements are 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 audits 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 Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, 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 statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young

We have served as the Company’s auditor since 2003.

Dublin, Ireland

March 26, 2020

 

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ROYALTY PHARMA INVESTMENTS AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands)

 

     As of December 31,     As of December 31,  
     2019     2018  

Assets

    

Current assets

    

Cash and cash equivalents

   $ 283,682     $ 1,924,211  

Marketable securities

     56,972       —    

Financial royalty assets, net

     452,560       461,821  

Accrued royalty receivable

     33,525       35,996  

Other receivables

     —         150,000  

Derivative financial instruments

     —         19,196  

Other royalty income receivable

     5,241       12,631  

Other current assets

     92       4,699  
  

 

 

   

 

 

 

Total current assets

     832,072       2,608,554  
  

 

 

   

 

 

 

Financial royalty assets, net

     10,842,052       8,377,231  

Intangible royalty assets, net

     51,724       75,648  

Equity securities

     380,756       146,008  

Available for sale debt securities

     131,280       —    

Derivative financial instruments

     42,315       19,111  

Investment in non-consolidated affiliates

     124,061       143,595  

Other long-term assets

     45,635       —    
  

 

 

   

 

 

 

Total assets

   $ 12,449,895     $ 11,370,147  
  

 

 

   

 

 

 

Liabilities and equity

    

Current liabilities

    

Royalty distribution payable to affiliates

   $ 31,041     $ 44,259  

Accounts payable and accrued expenses

     11,177       4,477  

Milestone payable

     —         250,000  

Current portion of long-term debt

     281,984       281,436  

Derivative financial instruments

     9,215       —    
  

 

 

   

 

 

 

Total current liabilities

     333,417       580,172  
  

 

 

   

 

 

 

Long-term debt

     5,956,138       6,237,896  

Derivative financial instruments

     18,902       —    
  

 

 

   

 

 

 

Total liabilities

     6,308,457       6,818,068  
  

 

 

   

 

 

 

Commitments and contingencies

    

Unitholders’ equity

    

Unitholders’ contributions

     3,282,516       3,282,516  

Retained earnings

     2,825,212       1,215,953  

Non-controlling interest

     35,883       63,865  

Accumulated other comprehensive income/(loss)

     2,093       (10,255

Treasury interests

     (4,266     —    
  

 

 

   

 

 

 

Total unitholders’ equity

     6,141,438       4,552,079  
  

 

 

   

 

 

 

Total liabilities and unitholders’ equity

   $ 12,449,895     $ 11,370,147  
  

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

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ROYALTY PHARMA INVESTMENTS AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

 

     For the years ended December 31,  
     2019     2018     2017  

Total income and revenues

      

Income from financial royalty assets

   $ 1,648,837     $ 1,524,816     $ 1,539,417  

Revenue from intangible royalty assets

     145,775       134,118       38,090  

Other royalty income

     19,642       135,960       20,423  
  

 

 

   

 

 

   

 

 

 

Total income and other revenues

     1,814,254       1,794,894       1,597,930  
  

 

 

   

 

 

   

 

 

 

Operating expenses

      

Research and development funding expense

     83,036       392,609       117,866  

Provision for changes in expected cash flows from financial royalty assets

     (1,019,321     (57,334     400,665  

Amortization of intangible assets

     23,924       33,267       33,267  

General and administrative expenses

     103,439       61,906       106,440  
  

 

 

   

 

 

   

 

 

 

Total operating expenses

     (808,922     430,448       658,238  
  

 

 

   

 

 

   

 

 

 

Operating income

     2,623,176       1,364,446       939,692  

Other expense/(income)

      

Equity in loss/(earnings) of non-consolidated affiliates

     32,517       7,023       (163,779

Interest expense

     268,573       279,956       247,339  

Realized gain on available for sale debt securities

     —         (419,481     (412,152

Gain on sale of royalty asset

     —         —         (52,753

Unrealized loss/(gain) on derivative contracts

     39,138       (11,923     (16,999

Unrealized (gain)/loss on equity securities

     (155,749     13,939       —    

Interest income

     (22,329     (24,441     (6,762

Other non-operating (income)/expense, net

     (393     1,518       1,618  
  

 

 

   

 

 

   

 

 

 

Total other expense/(income), net

     161,757       (153,409     (403,488
  

 

 

   

 

 

   

 

 

 

Consolidated net income before tax

     2,461,419       1,517,855       1,343,180  

Income tax expense

     —         —         —    
  

 

 

   

 

 

   

 

 

 

Consolidated net income

     2,461,419       1,517,855       1,343,180  
  

 

 

   

 

 

   

 

 

 

Less: Net income attributable to non-controlling interest

     (112,884     (140,126     (133,155
  

 

 

   

 

 

   

 

 

 

Net income attributable to controlling interest

     2,348,535       1,377,729       1,210,025  
  

 

 

   

 

 

   

 

 

 

Other comprehensive income/(loss)

      

Reclassification of loss on interest rate swaps included in net income

     6,189       8,003       8,931  

Change in unrealized movement on available for sale debt securities

     6,159       (402,502     (341,099
  

 

 

   

 

 

   

 

 

 

Other comprehensive income/(loss)

     12,348       (394,499     (332,168
  

 

 

   

 

 

   

 

 

 

Comprehensive income

     2,360,883       983,230       877,857  
  

 

 

   

 

 

   

 

 

 

Less: Other comprehensive income/(loss) attributable to non-controlling interest

     —         —         —    
  

 

 

   

 

 

   

 

 

 

Comprehensive income attributable to controlling interest

   $ 2,360,883     $ 983,230     $ 877,857  
  

 

 

   

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

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ROYALTY PHARMA INVESTMENTS AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN UNITHOLDERS’ EQUITY

(in thousands)

 

    Unitholders’
Contributions
    Retained
Earnings
    Accumulated
Other
Comprehensive
Income/(Loss)
    Non-Controlling
Interest
    Treasury
Interests
    Total
Consolidated
Unitholders’
Equity
 

Balance at December 31, 2016

  $ 3,282,516     $ 180,595     $ 713,549     $ 268,960     $ —       $ 4,445,620  

Distributions

    —         (735,174     —         (260,912     —         (996,086

Net income

    —         1,210,025       —         133,155       —         1,343,180  

Other comprehensive income/(loss):

           

Unrealized loss on available for sale debt securities

    —         —         (341,099     —         —         (341,099

Reclassification of loss on interest rate swaps

    —         —         8,931       —         —         8,931  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2017

  $ 3,282,516     $ 655,446     $ 381,381     $ 141,203     $ —       $ 4,460,546  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions

    —         (814,359     —         (217,464     —         (1,031,823

Cumulative adjustment for adoption of ASU 2016-01

      (2,863     2,863         —         —    

Net income

    —         1,377,729       —         140,126       —         1,517,855  

Other comprehensive income/(loss):

           

Unrealized loss on available for sale debt securities

    —         —         (402,502     —         —         (402,502

Reclassification of loss on interest rate swaps

    —         —         8,003       —         —         8,003  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2018

  $ 3,282,516     $ 1,215,953     $ (10,255   $ 63,865     $ —       $ 4,552,079  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions

    —         (739,276     —         (140,866     —         (880,142

Net income

    —         2,348,535       —         112,884       —         2,461,419  

Other comprehensive income/(loss):

           

Unrealized loss on available for sale debt securities

    —         —         6,159       —         —         6,159  

Reclassification of loss on interest rate swaps

    —         —         6,189       —         —         6,189  

Purchase of treasury interests

    —         —         —         —         (4,266     (4,266
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2019

  $ 3,282,516     $ 2,825,212     $ 2,093     $ 35,883     $ (4,266   $ 6,141,438  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

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ROYALTY PHARMA INVESTMENTS AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

     For the years ended December 31,  
     2019     2018     2017  

Cash flows from operating activities:

      

Cash collections from financial royalty assets

   $ 1,934,092     $ 2,052,592     $ 1,752,996  

Cash collections from intangible royalty assets

     143,298       106,689       103,250  

Other royalty cash collections

     27,448       125,162       13,014  

Interest received

     20,136       24,441       6,754  

Distributions from non-consolidated affiliates

     14,059       39,402       —    

Swap collateral received

     360       3,467       900  

Swap collateral posted

     (45,630     (510     (3,850

Development stage funding payments - ongoing

     (83,036     (108,163     (118,366

Development stage funding payments - upfront

     —         (284,446     —    

Payments for operating costs and professional services

     (88,524     (72,535     (74,681

Payments for rebates

     —         (125     (26,499

Interest paid

     (254,964     (267,657     (235,205
  

 

 

   

 

 

   

 

 

 

Net cash provided by operating activities

     1,667,239       1,618,317       1,418,313  
  

 

 

   

 

 

   

 

 

 

Cash flows from investing activities:

      

Proceeds from available for sale debt securities

     150,000       750,000       600,000  

Purchases of available for sale debt securities

     (125,121     —         —    

Purchase of warrants

     (8,840     —         —    

Purchase of marketable securities

     (429,400     —         —    

Proceeds from sales and maturities of marketable securities

     374,551       —         —    

Acquisitions of financial royalty assets

     (1,721,291     (269,593     (2,290,707

Purchases of equity securities

     (78,999     (152,810     (10,000

Investments in non-consolidated affiliates

     (27,042     (24,173     (2,000

Proceeds from sale of royalty asset

     —         —         115,000  

Milestone payments

     (250,000     —         —    
  

 

 

   

 

 

   

 

 

 

Net cash (used in)/provided by investing activities

     (2,116,142     303,424       (1,587,707
  

 

 

   

 

 

   

 

 

 

Cash flows from financing activities:

      

Distributions to unitholders

     (739,276     (814,359     (735,174

Distributions to non-controlling interest

     (154,084     (268,693     (278,727

Repayments of long-term debt

     (294,000     (294,000     (193,000

Proceeds from issuance of long-term debt

     —         —         1,100,000  

Other

     (4,266     (2,049     (16,353
  

 

 

   

 

 

   

 

 

 

Net cash used in financing activities

     (1,191,626     (1,379,101     (123,254
  

 

 

   

 

 

   

 

 

 

Net change in cash and cash equivalents

     (1,640,529     542,640       (292,648

Cash and cash equivalents, beginning of year

     1,924,211       1,381,571       1,674,219  
  

 

 

   

 

 

   

 

 

 

Cash and cash equivalents, end of year

   $ 283,682     $ 1,924,211     $ 1,381,571  
  

 

 

   

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

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ROYALTY PHARMA INVESTMENTS AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Purpose

Royalty Pharma Investments and subsidiaries (the “Trust”, “Company”, “Old RPI” or “we”) is a unit trust established in August 2011 under the laws of Ireland and authorized by the Central Bank of Ireland pursuant to the Unit Trusts Act, 1990. Our goal is to participate in royalties generated from the sale of pharmaceutical products through the acquisition of the contractual royalty streams associated with these products and, in some cases, the underlying intellectual property. We do this through directly acquiring royalties held by inventors, universities, research hospitals, foundations or companies; co-funding the development of pharmaceutical products with strategic operating partners; and indirectly acquiring royalty-rich companies for the purpose of obtaining the royalties, either alone or with partners who are interested in the acquisition of the operating assets.

RP Management (Ireland) Ltd. (“RP Ireland”), is the manager of the Trust and equivalent to the board of directors of a company or general partner of a partnership and is responsible for the day to day operations of the Trust. Its functions can be delegated to third parties. RP Ireland has delegated responsibility for investment management of the Trust to its parent company RP Management, LLC (the “Manager”), in accordance with the investment objectives and policies of the Trust. RP Ireland has delegated responsibility for the administrative functions of the Trust to State Street (Ireland) Limited (the “Administrator”), an unrelated party.

The units of the Trust are held exclusively by RPI US Partners, LP; RPI US Partners II, LP; RPI International Partners, LP; and RPI International Partners II, LP (the “Legacy Investors Partnerships”). The RPI Legacy Holders are also managed by the Manager. At the discretion of RP Ireland, the Trust can distribute to its unitholders free cash flow after debt service and covenant requirements.

Reorganization Transactions and the U.S. Listing

In connection with an anticipated U.S. listing of Class A ordinary shares of Royalty Pharma plc, we consummated an exchange offer on February 11, 2020 (the “Exchange Date”). Through the exchange offer, 82% of investors who invested in Old RPI through the Legacy Investors Partnerships, exchanged their limited partnership interests in the Legacy Investors Partnerships for limited partnership interests in RPI US Partners 2019, LP, a Delaware limited partnership (the “Continuing US Investors Partnership”) or RPI International Holdings 2019, LP, a Cayman Islands exempted limited partnership (the “Continuing International Investors Partnership” and together with the Continuing US Investors Partnership, the “Continuing Investors Partnerships”). The exchange offer transaction together with (i) the concurrent incurrence of indebtedness under our new credit facility and (ii) the issuance of additional interests in Continuing Investors Partnerships to satisfy performance payments payable in respect of assets acquired prior to the date of the U.S. listing are referred to as the “Exchange Offer Transactions.”

As a result of the Exchange Offer Transactions, 82% of the portfolio of Old RPI was effectively transferred to our successor, Royalty Pharma Investments 2019 ICAV, an Irish collective asset management entity (“RPI”) on the Exchange Date. RPI, through its wholly-owned subsidiary RPI 2019 Intermediate Finance Trust, a Delaware statutory trust (“RPI Intermediate FT”), owns an 82% economic interest in Old RPI. Through its 82% indirect ownership of Old RPI, RPI is legally entitled to 82% of the economics of Old RPI’s wholly-owned subsidiaries, RPI Finance Trust, a Delaware statutory trust (“RPIFT”) and RPI Acquisitions (Ireland), Limited (“RPI Acquisitions”), an Irish private limited company, and 66% of Royalty Pharma Collection Trust, a Delaware statutory trust (“RPCT”). The remaining 34% of RPCT is owned by the Legacy Investors Partnerships and Royalty Pharma Select Finance Trust, a Delaware statutory trust (“RPSFT”), which is wholly owned by Royalty Pharma Select, an Irish Unit trust (“RPS”). From the Exchange Date until the expiration of the Legacy Investors Partnerships’ investment period on June 30, 2020 (the “Legacy Date”), RPI will participate proportionately with the Legacy Investors Partnerships in any investment made by Old RPI. Following the

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

Legacy Date, Old RPI will cease making new investments and each of Old RPI and the Legacy Investors Partnerships will become legacy entities. Following the Legacy Date, we will make new investments through RPI and its wholly-owned subsidiaries (together with RPI, the “RPI Group”), including RPI Intermediate FT.

As part of the Exchange Offer Transactions, the Legacy Investors Partnerships and RPI Intermediate FT have entered into new credit facilities in the amount of $1,260,000,000 and $6,040,000,000, respectively, the proceeds of which were used to repay the $6,273,000,000 outstanding debt of RPIFT and, in the case of RPI Intermediate FT, will also be used to fund future investments. As part of the new credit facilities, RPI Intermediate FT repaid $5,175,884,653, its pro rata portion of RPIFT’s outstanding debt and accrued interest. RPIFT terminated all outstanding interest rate swaps in connection with the debt refinancing.

Prior to, and as a condition precedent to the closing of the U.S. listing, various reorganization transactions will be effected, including the following:

 

   

the Exchange Offer Transactions (as described above); and

 

   

the execution of a new management agreement with the Manager.

We refer to these transactions collectively as the “Reorganization Transactions.”

After the consummation of the Reorganization Transactions and before the consummation of the offering, “Royalty Pharma plc,” “Royalty Pharma,” the “Company,” “we,” “us” and “our” refer to Royalty Pharma Investments 2019 ICAV. After the consummation of this offering, “Royalty Pharma plc,” the “Company,” “we,” “us” and “our” refer to Royalty Pharma plc, an English public limited company incorporated under the laws of England and Wales, and its subsidiaries on a consolidated basis, as they would exist upon the closing of the U.S. listing. Immediately following this offering, we will be a holding company and our principal asset will be a controlling equity interest in Royalty Pharma Holdings Ltd., (“RP Holdings”), a private limited company incorporated under the laws of England and Wales and U.K. tax resident. RP Holdings will be formed in connection with the Reorganization Transactions, following which it will be the sole equity owner of RPI. The RP Holdings Class B shares will be initially held through a depositary. We refer to the RP Holdings Class B shares or the depositary receipts that represent them as the “RP Holdings Class B Interests.”

2. Summary of Significant Accounting Policies

Basis of preparation and use of estimates

The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various market specific and other relevant assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily available from other sources.

Basis of consolidation

The consolidated financial statements include the accounts of Royalty Pharma Investments and its wholly owned subsidiaries RPIFT and RPI Acquisitions, and RPCT. For consolidated entities where we own or are exposed to less than 100% of the economics, such as RPCT, we record net (income)/loss attributable to non-controlling interests in our consolidated statements of comprehensive income equal to the percentage of the economic or ownership interest retained in such entities by the respective non-controlling parties.

 

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ROYALTY PHARMA INVESTMENTS AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

As the result of a reorganization transaction that took place in 2011, a non-controlling interest was created related to certain legacy investors’ 20% interest in RPCT held through RPSFT. As noted above, RPIFT, our wholly owned subsidiary, owns the remaining 80% of RPCT, which is fully consolidated.

All intercompany transactions and balances have been eliminated in consolidation.

Segment Information

We determined that our chief executive officer is the chief operating decision maker (CODM). The CODM reviews financial information presented on a consolidated basis to allocate resources, evaluate financial performance, and make overall operating decisions. As such, we concluded that we operate as one segment primarily focused on acquiring royalty-generating products.

Royalty assets

An acquisition of a royalty asset provides the buyer with contractual rights to cash flows relating to royalties from the sales of patent-protected biopharmaceutical products. These acquisitions entitle us to receive a portion of income from the sale of patent-protected biopharmaceutical products by unrelated biopharmaceutical companies. For the majority of our royalties , our rights are protective in nature. In other words, we do not own the intellectual property, and we do not have the right to commercialize the underlying products. Acquisitions of contractual cash flow streams with yield components that most closely resemble loans are classified as financial assets.

In the limited instances where we possess the rights to exploit the underlying patents, rights to the intellectual property related to the biopharmaceutical products, or the ability to influence the amount or duration of future royalty payments, these royalties are classified as intangible assets.

Financial royalty assets, net

Although a royalty asset does not have the contractual terms typical of a loan (such as contractual principal and interest), we analogize to the accounting guidance within Accounting Standards Codification 310 (“ASC”), Receivables, as it most closely aligns with the underlying economics of our royalties that are classified as financial assets. Therefore, such royalties are classified similar to loans receivable and are measured at amortized cost using the prospective effective interest method described in ASC 835-30 Imputation of Interest.

The effective interest rate is calculated by forecasting the expected cash flows to be received over the life of the asset relative to the initial invested amount. The effective interest rate is reviewed and adjusted each reporting period as differences between expected cash flows and actual cash flows are realized and as there are changes to expected future cash flows. Income is calculated by multiplying the carrying value of the royalty asset by the effective interest rate. The carrying value of Financial royalty assets, net is made up of the opening balance, or net purchase price for a new royalty asset, increased by the interest income accrual and decreased by cash receipts in the period to arrive at the ending balance. If the ending balance is greater than the net present value of the expected future cash flows, a provision is recorded to reduce the asset balance to the net present value. The provision is recorded through the income statement as Provision for changes in expected future cash flows and the carrying value of Financial royalty assets, net is net of the cumulative allowance for changes in expected future cash flows.

The application of the prospective approach to measure royalty assets requires management’s judgment in forecasting the expected future cash flows of the underlying royalties. In addition, income recognition from

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

royalty assets can be impacted by management’s assumptions around (1) product growth rates and sales trends in outer years, (2) the geographical allocation of annual sales data from sell-side equity research analysts’ models, (3) product and pricing mix for franchised products, (4) the strength of patent protection, including anticipated entry of generics, and (5) estimates of the duration of the royalty. The amounts and duration of forecasted expected future cash flows are largely impacted by sell-side equity research analyst coverage, commercial performance of the product, and the royalty duration, each discussed in further detail below.

 

 

Analyst coverage. Forecasts of expected future cash flows are developed from sales projections of the underlying biopharmaceutical products as published in sell-side equity research analyst reports. In projecting future cash flows, our policy is to derive annual sales projections for each royalty asset by applying the median growth rates calculated from consensus forecasts among sell-side equity research analysts currently reporting on a product to the corresponding periods for which we are entitled to royalties. Growth rates inherent in these forecasts are based on input from internal and external market research that analyzes factors such as growth in global economies, industry trends and product life cycles. When royalty-bearing biopharmaceutical products have no coverage, limited sell-side equity research analyst coverage or where sell-side equity research analyst estimates are not available for the full term of the royalty, particularly for the later years in a product’s life, management uses reasonable judgment to make assumptions about the growth or decline in the sales of these products based on historical data, market trends and management’s own expertise. Further, based on the level of detail in sell-side equity research analyst models, management can also be required to apply assumptions to the sales forecasts to estimate the quarterly and geographical allocation from annual sales projections and, for franchised products, to estimate the product mix and pricing mix, or to exclude from projections sales forecasts for unapproved products or indications. Royalty Pharma’s contractual royalty terms and rates are then applied to the adjusted sales projections to calculate the expected royalty payments over the term of the royalty asset’s life, forming the basis for our forecast of expected future cash flows used to calculate and measure interest income.

 

 

Commercial performance. The approval of a product for use in new indications can extend the date through which we are entitled to royalties on that product. Likewise, for certain royalties, such as the cystic fibrosis franchise, we are entitled to royalties on approved combination products and may be entitled to royalties on future combination products, which, once approved, create new cash flow streams which were not initially contemplated and whose sales were previously not reflected in sales projections. We do not recognize income from, or forecast sales for, unapproved products or indications. If a product is removed from all or a portion of a market, subsequent sell-side equity research analysts’ forecasts will reflect the expected drop in sales. Both the new cash flow streams and the cessation of cash flow streams related to a product’s performance in the market can materially affect our forecast of expected future cash flows over the royalty term.

 

 

Royalty duration. The duration of a royalty can be based on a number of factors, such as patent expiration dates, the number of years from first commercial sale, or the first date of manufacture of the patent-protected product, the entry of generics, or a contractual date arising from litigation, which are all impacted by the timing in the product’s life cycle at which we acquire the royalty assets. The royalty duration varies by geography as the United States, European Union, and other jurisdictions may be subject to different country-specific patent protection terms or exclusivity based on contractual terms. Products may be covered by a number of patents and, for products whose royalty term is linked to the existence of valid patents, management is required to make judgments about the patent providing the strongest patent protection to align the period over which management forecasts expected future cash flows to the royalty term. It is common for the latest expiring patent in effect at the date we acquire a royalty asset to be extended, adjusted, or replaced with newer dated patents subsequent to our acquisition date due to new information, resulting in changes to the royalty term in later periods. Patents may expire earlier than expected at the time of the acquisition due to the loss of patent protection, loss of data exclusivity on intellectual property,

 

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ROYALTY PHARMA INVESTMENTS AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

 

contractual licensing terms limiting royalty payments based on time from product launch, or due to recent legal developments and/or litigation outcomes. Macroeconomic factors, such as changes in economies or the competitive landscape, including the unexpected loss of exclusivity to the products underlying our portfolio of royalties , changes in government legislation, product life cycles, industry consolidations and other changes beyond our control could result in a positive or negative impact on projections.

Management is required to make assumptions around the royalty duration for the recognition of interest income on royalty assets classified as financial assets. In some cases, patent protection may extend to a later period than the expiration date management has estimated. Management may apply a shorter royalty term in this situation if, based on the experience and expertise of the research team, management believes that it is more likely that the associated patents are subject to opposition or infringement, that the market for a particular product may shift based on pipeline approvals and products, or that product sales may be harmed by competition from generics. For products providing perpetual royalties, management applies judgment in establishing the duration over which it forecasts expected future cash flows. Management may assign a 10 year royalty term initially to correspond to the average remaining patent life of a product after approval, which is reviewed and revised as necessary at each reporting period.

A shortened royalty term can result in a reduction in the effective interest rate, a decline the carrying value of the royalty asset, a decline in income from royalty assets, significant reductions in royalty payments compared to expectations, or a permanent impairment. Additionally, royalty payments may occasionally continue beyond the royalty term for such reasons we cannot foresee such as excess inventory in the channel or additional scope of patent protection identified after expiry, including royalties we may become entitled to from new indications, new compounds, or for new regulatory jurisdictional approvals.

The current portion of Financial royalty assets, net represents an estimation for current quarter royalty receipts which are collected during the subsequent quarter and for which the estimates are derived from the latest external publicly available sell-side equity research analyst reports, reported in arrears.

Cumulative allowance and Provision for changes in expected cash flows from financial royalty assets

We evaluate royalty assets for impairment on an individual basis at the end of each reporting period by comparing the effective interest rate to that of the prior period. If the current period effective interest rate is lower than the prior period, and the gross cash flows have declined (expected and collected), management records a provision for the change in expected cash flows. The provision is measured as the difference between the royalty asset’s amortized cost basis and the net present value of the expected future cash flows, calculated based on the prior period’s effective interest rate. The amount recognized as provision expense increases the royalty asset’s cumulative allowance, which reduces the net carrying value of the royalty asset.

In a subsequent period, if there is an increase in expected future cash flows, or if actual cash flows are greater than cash flows previously expected, we reduce the previously established cumulative allowance for the increase in the present value of cash flows expected to be collected, resulting in a non-cash credit to the provision line on the income statement. Management also recalculates the amount of accretable yield to be received based on the revised remaining cash flows. The adjustment to the accretable yield is treated as a change in estimate and is recognized prospectively over the remaining life of the royalty asset by adjusting the effective interest rate used to calculate income.

Movements in the cumulative allowance for changes in expected cash flows, which forms part of the Financial royalty assets, net line item on the balance sheet, are accompanied by corresponding changes to the provision. Amounts not expected to be collected are written off against the allowance at the time that such a determination is made. Recoveries of previously written-off amounts are credited to the allowance. In some

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

cases, when a royalty asset’s contractual cash flows expire, the final royalty payment may differ from the remaining net carrying value. We account for this non-cash true-up at the end of the royalty term as either Provision for changes in expected cash flows from financial royalty assets or as Income from financial royalty assets on the consolidated statements of comprehensive income.

Income from financial royalty assets

We recognize income from financial royalty assets when there is a reasonable expectation about the timing and amount of cash flows expected to be collected. The accretable yield is recognized as income at the effective rate of return over the expected life of royalty assets classified as financial assets. After acquisition, if reasonable timing of expected cash flows is not available for a product or if we have not completed the required funding obligations payable over time for an approved product, a royalty asset is placed in non-accrual status (e.g., for royalties from products that have not yet received FDA approval or for accelerated royalties). Such royalty assets are held at cost and no income is recognized until the reasonable expectation of the timing of the future cash flows to be collected is available or until funding obligations payable over time for an approved product are complete.

When royalties continue to be collected for financial assets that have been fully depleted, such income is recognized as Other royalty income.

Intangible royalty assets, net

Currently, the Januvia, Janumet, and Other DPP-IV (“DPP-IV”) patents are the Company’s only intangible assets. The DPP-IV patents are finite-life intangible assets whose cost is amortized using the straight-line method over the expected lives of the patents, which terminate at various dates up to 2022. The amortization period commences concurrent with the sale of the product underlying the royalty asset.

Management reviews the performance of royalties classified as intangible assets periodically for impairment as required by ASC 360-10 Property, Plant, and Equipment - Overall. The test for recoverability is performed by comparing the carrying value of the royalty asset with the estimated future undiscounted cash flows generated through royalty payments from sales of the underlying DPP-IV products. When evaluating indicators of impairment, we consider factors such as competitive environment and the product’s life cycle stage, recent and prospective sales trends, collectibility concerns, and any potential rebate chargebacks that may occur at the end of a royalty’s term. An impairment loss is recognized if the carrying value of the royalty asset is not recoverable and its carrying amount exceeds its fair value.

Revenue from intangible royalty assets and Accrued royalty receivable

We earn royalties on sales by our licensees of DPP-IV products covered under company-owned patents. We do not have future performance obligations under these license arrangements. Royalty revenue on DPP-IV products is recognized in the period the product is sold. However, under the license agreements, licensees generally provide royalty reports and payments on a one quarter lag. Thus, the accrued royalty receivable is based on an analysis of historical royalties received and sell-side equity research analysts’ projected sales, adjusted for any changes in estimates. Royalty-bearing sales are net of certain rebates and other discounts, as permitted under the terms of the license agreements. Because rebates are generally invoiced and paid in arrears by the marketer, royalty reports often reflect deductions in current periods for rebates related to prior periods which we do not have the ability to estimate.

Critical estimates that could cause a change in estimated future cash flows include changes in product demand and market growth assumptions, a change in the pricing strategy of the marketer or reimbursement

 

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coverage, and changes in country-specific contractual or patent expiry dates. Actual royalty receipts may differ from estimates and any differences between actual and estimated royalty revenues are adjusted for in the period in which they become known, typically on the basis of royalty receipts.

Milestone payments

Certain acquisition agreements provide for future contingent payments based on the financial performance of the related biopharmaceutical product generally over a multi-year period. For purposes of measuring income from royalty assets classified as financial assets, milestones payable to the royalty seller are typically netted from the cash inflows used to forecast expected future cash flows in the period the milestone trigger is projected to be satisfied.

Amounts related to contingent milestone payments are not considered contractual obligations as they are contingent on the successful completion of the defined milestones. Payments under these agreements generally become due and payable upon achievement of certain commercial milestones, and when the contingency is resolved.

Financial Instruments

Certain financial instruments reflected in the consolidated balance sheets, (e.g., cash, cash equivalents, certain other assets, accounts payable, and certain other liabilities) are recorded at cost, which approximates fair value due to their short-term nature. The fair values of financial instruments other than Financial royalty assets, net are determined through a combination of management estimates and information obtained from third parties using the latest market data. The fair value of financial instruments is determined utilizing the valuation techniques appropriate to the type of instrument as discussed in Note 3.

Cash and cash equivalents and Marketable securities

Cash and cash equivalents include cash held at banks and all highly liquid financial instruments with original maturities of 90 days or less. The Company invests in marketable debt securities that are classified as trading securities and reported at fair value. In 2019, we invested our excess cash in marketable securities and money market funds that were held with Deutsche Bank, and Bank of America, N.A. as custodian. Beginning in 2019, we used BlackRock, Inc. to manage and invest our excess cash held with Bank of America, N.A. In 2018, we invested our excess cash primarily in money market funds held with Deutsche Bank.

At December 31, 2019, $41.5 million of the total cash and cash equivalents balance was invested in commercial paper and certificates of deposit with maturities of 90 days or less, and $222.3 million was invested in money market funds. At December 31, 2019, our marketable securities total $57.0 million, of which $44.1 million and $12.9 million was invested in certificates of deposit and U.S. government securities with maturities of 12 months or less, respectively. At December 31, 2018, the Company had $1.8 billion of the total cash and cash equivalents balance invested in money market funds and did not hold any marketable securities.

Equity securities and Available for sale debt securities

Our equity securities are measured and recorded at fair value with unrealized gains and losses recorded in earnings. Prior to January 1, 2018, unrealized gains and losses were included in accumulated other comprehensive income/(loss) (“AOCI”) within equity. Our equity securities represent investments in publicly traded equity securities. Financial assets that can contractually be prepaid or otherwise settled in such a way that the holder would not recover substantially all of its recorded investment are measured like investments in debt

 

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securities in accordance with ASC 860, Transfers and Servicing. Available for sale debt securities, including the Company’s investment in the Biohaven Preferred Shares, are measured at fair value and unrealized gains and losses are included in accumulated other comprehensive income. Realized gains and losses are recorded in earnings.

A decline in the market value of any available for sale debt security below its cost that is deemed to be other-than-temporary results in a reduction in carrying amount to fair value and is recognized in earnings. The determination of whether an available for sale debt security is other-than-temporarily impaired requires significant judgment and requires consolidation of available quantitative and qualitative evidence in evaluating the potential impairment. Factors evaluated to determine whether the investment is other-than-temporarily impaired include: significant deterioration in the Company’s earnings performance, credit rating, asset quality, business prospects of the Company, adverse changes in the general market conditions in which the Company operates, length of time that the fair value has been below cost, our expected future cash flows from the security, our intent not to sell, an evaluation as to whether it is more likely than not that we will have to sell before recovery of the cost basis, and issues that raise concerns about the Company’s ability to continue as a going concern. Assumptions associated with these factors are subject to future market and economic conditions, which could differ from management’s assessment.

Derivatives

All derivatives are measured at fair value on the consolidated balance sheets. Prior to 2017, RPIFT applied hedge accounting to its interest rate swap agreements and foreign currency contracts. Following various refinancings of our senior secured credit facilities in November 2013, May 2015 and October 2016, certain swap contracts no longer qualified for hedge accounting treatment. As a result, all cash flow hedges became ineffective and unrealized gains and losses on interest rate swaps arising since October 2016 are recorded in earnings.

Upon the discontinuation of hedge accounting, the accumulated other comprehensive income previously recorded on the cash flow hedges has continued and will continue to be reversed out of other comprehensive income in line with terms of the associated swap contract. This reclassification adjustment is shown on the consolidated statements of comprehensive income as part of unrealized gain/(loss) on interest rate swaps. Realized gains or losses associated with the execution of the respective hedged transactions are included in other expenses.

We continually monitor our positions with, and credit quality of, the financial institutions which are counterparties to our derivative contracts. We may be exposed to credit loss in the event of non-performance by our counterparty to the derivative contracts. However, management considers this risk to be low.

Investment in non-consolidated affiliates

We have variable interests in entities formed for the purposes of entering into co-development arrangements for potential biopharmaceutical products (the “Avillion entities”). The Avillion entities are variable interest entities for which Royalty Pharma is not the primary beneficiary as we do not have the power to direct the activities that most significantly influence the economic performance of the entity. In determining whether we are the primary beneficiary of an entity, management applies a qualitative approach that determines whether it has both (1) the power to direct the economically significant activities of the entity and (2) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant. Management continuously assesses whether Royalty Pharma is the primary beneficiary of a variable interest entity as changes to existing relationships or future transactions may result in the consolidation or deconsolidation of one or more of its investees.

 

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In circumstances where we are not the primary beneficiary, but where we have the ability to exercise significant influence over the operating and financial policies of an investee, we utilize the equity method of accounting for recording investment activity. In the case of the Avillion entities, we maintain significant influence through our partnership interests. We record our share of any loss or income generated by the Avillion entities, which is recorded on a three-month lag, within the consolidated statement of comprehensive income as a component of Equity in (earnings)/loss of non-consolidated affiliates. The investment is reflected as an investment in non-consolidated entities on the consolidated balance sheet.

When we have committed to provide further support to the investee through capital call commitments and the investment has been reduced to zero, we provide for additional losses, resulting in a negative equity method investment, which is presented as a liability on the consolidated balance sheets.

Research and development funding expense

We enter into transactions where we agree to jointly fund the research and development for products undergoing late stage clinical trials in exchange for future royalties if the products are successfully developed and commercialized. In accordance with ASC 730 Research and Development, we account for the funded amounts as research and development expense when we have the ability to obtain the results of the research and development, the transfer of financial risk is genuine and substantive and, at the time of entering into the transaction, it is not yet probable that the product will receive regulatory approval.

Royalty payments owed to the Company on successfully commercialized products generated from research and development agreements are recognized as Other royalty income in the same period in which the sale of the product occurs. Fixed or milestone payments receivable based on the achievement of contractual criteria (i.e., typically the achievement of agreed upon sales thresholds) for products arising out of our research and development arrangements are also recognized as Other royalty income in the period that the commercial sales threshold is met. Milestone thresholds are typically not triggered until after all funding obligations have been completed and we have no further performance obligations.

Income taxes

Under current law and practice, the Trust qualifies as an investment undertaking as defined in Section 739B of the Taxes Consolidation Act, 1997, as amended. On this basis, it is not subject to Irish tax on its income or gains. Certain distributions to Irish residents are subject to an ‘exit’ tax. Consequently, Royalty Pharma does not record a provision for income taxes. Unitholders are required to report their share of the Trust’s income or loss on their tax returns.

Concentrations of credit risk

Financial instruments that subject us to significant concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, royalty assets, receivables, and derivatives. Our cash management and investment policy limits investment instruments to investment-grade securities with the objective to preserve capital and to maintain liquidity until the funds are needed for operations. Our cash and cash equivalents, and marketable securities balances at December 31, 2019 were held with State Street Bank and Trust, Deutsche Bank, Merrill Lynch, Pierce, Fenner & Smith, and Bank of America, N.A. . Our primary operating accounts significantly exceed the FDIC limits.

The majority of the our royalty assets and receivables arise from contractual royalty agreements that entitle the Company to royalties on the sales of underlying biopharmaceutical products in the United States, Europe and

 

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the rest of the world, with concentrations of credit risk limited due to the broad range of marketers responsible for paying royalties to us and the variety of geographies from which our royalties on product sales are derived. The marketers paying us royalties on these products do not always provide, and are not necessarily required to provide, the breakdown of sales occurring by geography. The products in which we hold royalties are marketed by leading industry participants, including, among others, Abbott, AbbVie, Amgen, Bristol-Myers Squibb, Celgene, Gilead Sciences, Johnson & Johnson, Lilly, Merck & Co., Pfizer, Novartis, Biogen-Idec, Roche/Genentech, and Vertex. For the years ended December 31, 2019, 2018 and 2017, Vertex, as the marketer and payor of Royalty Pharma’s royalties on the cystic fibrosis franchise products, accounted for 23%, 22% and 22% of our total income and other revenues for each respective year.

We monitor the financial performance and creditworthiness of the counterparties to our royalty agreements and to our derivative contracts so that we can properly assess and respond to changes in their credit profile. To date, we have not experienced any significant losses with respect to the collection of income or revenue on our royalty assets or on the settlement of our derivative contracts.

Recently adopted and issued accounting standards

In May 2014, the Financial Accounting Standard Board (“FASB”) issued a new revenue standard under ASC Topic 606 (ASU 2014-09). ASU 2014-09 applies to all contracts with customers. The objective of the new guidance is to improve comparability of revenue recognition practices across entities and to provide more useful information to users of financial statements through improved disclosure requirements. Based on management’s assessment, income from financial royalty assets which are accounted for in accordance with ASC 310, Receivables, is not subject to the application of ASU 2014-09. As a result, management believes that financial royalty assets represent contractual rights and obligations that continue to be within the scope of Topic 310 and therefore specifically exempted from the new revenue standard. The provisions of ASU 2014-09 became effective for the Company on January 1, 2018, including interim reporting periods. Our revenues are primarily derived from royalties associated with its intangible assets, which fall under the sales-based royalties exception in the new standard. Therefore, we did not recognize any adjustment upon adoption of the new revenue standard.

In January 2016, the FASB issued revised guidance for the accounting and reporting of financial instruments (ASU 2016-01) and in 2018 issued related technical corrections (ASU 2018-03). The new guidance requires that equity investments with readily determinable fair values currently classified as available for sale be measured at fair value with changes in fair value recognized in net income. The new guidance also changed certain disclosure requirements. We adopted ASU 2016-01 as of January 1, 2018 using a modified retrospective approach. We recorded a cumulative-effect adjustment upon adoption decreasing retained earnings by $2.9 million as a result of accumulated other comprehensive income previously recognized on its available for sale equity securities. ASU 2018-03 was also adopted as of January 1, 2018 on a prospective basis and did not result in any additional impact upon adoption.

In August 2016, the FASB issued revised guidance which makes eight targeted changes to how royalty receipts and cash payments are presented and classified in the Statement of Cash Flows (ASU 2016-15). Among the updates, the standard allows companies to elect the “cumulative earnings” approach or the “nature-of-the-distribution” approach in distinguishing whether distributions received from equity method investees are returns of investment, which should be classified as cash flows from investing activities, and returns on investment, which should be classified as cash flows from operating activities. We made a policy election to use the “cumulative earnings” approach and adopted ASU 2016-15 for the year ended December 31, 2018.

In June 2016, the FASB issued a new accounting standard that amends the guidance for measuring and recording credit losses on financial assets measured at amortized cost by replacing the incurred-loss model with

 

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an expected-loss model (ASU 2016-13). Accordingly, these financial assets will be presented at the net amount expected to be collected. This new standard also requires that credit losses related to available-for-sale debt securities be recorded as an allowance through net income rather than reducing the carrying amount under the current, other-than-temporary-impairment model. The new standard is effective for interim and annual periods beginning on January 1, 2020. With certain exceptions, adjustments are to be applied using a modified-retrospective approach by reflecting adjustments through a cumulative-effect impact on retained earnings as of the beginning of the fiscal year of adoption. The Company does not expect the adoption of ASU 2016-13 to have a material impact on its consolidated financial statements and disclosures.

In January 2017, the FASB issued a new accounting standard that changes the definition of a business to assist entities with the evaluation of when a set of assets acquired or disposed of should be considered a business (ASU 2017-01). The new standard requires that an entity evaluate whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets; if so, the set of assets would not be considered a business. The new standard also requires that a business include at least one substantive process, and it narrows the definition of outputs. We adopted this standard as of January 1, 2018 with no impact on our consolidated financial statements.

In August 2018, the FASB issued a new accounting standard that eliminates, adds, and modified certain disclosures requirements for fair value measurements under Topic 820 (ASU 2018-13). The ASU modifies the disclosures by removing the requirement to disclose the amount and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy and the policy for timing of such transfers. The ASU expands the disclosure requirements for Level 3 fair value measurements, primarily focused on changes in unrealized gains and losses included in other comprehensive income/(loss). The new standard is effective for interim and annual periods beginning on January 1, 2020. The Company does not expect the adoption of ASU 2018-13 to have a material impact on its consolidated financial statements and disclosures.

3. Fair Value Measurements and Financial Instruments

Fair value measurements

The summary below presents information about assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2019 and 2018, and the valuation techniques we utilized to determine such fair value.

 

   

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Our level 1 assets consist of equity securities with readily determinable fair values and money market funds.

 

   

Level 2: Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly. Our level 2 assets generally include warrants, derivatives, and our interest rate swap contracts, which may be in an asset or liability position.

 

   

Level 3: Prices or valuation that requires inputs that are both significant to the fair value measurement and unobservable. Our level 3 assets consisted of our investment in Tecfidera and Biohaven Preferred Shares, which were recorded as available for sale debt securities. See Note 5 for a description of our investment in Tecfidera and Biohaven Preferred Shares.

For financial instruments which are carried at fair value, the level in the fair value hierarchy is based on the lowest level of inputs that is significant to the fair value measurements in its entirety.

 

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Fair value hierarchy

The following is a summary of the inputs used to value our financial assets and liabilities measured at fair value as of December 31, 2019 and 2018:

 

(in thousands)    As of December 31, 2019  
     Level 1      Level 2      Level 3      Total  

Assets:

           

Cash equivalents

           

Money market funds

   $ 222,296      $ —        $ —        $ 222,296  

Commercial paper

     —          21,502        —          21,502  

Certificates of deposit

     —          20,011        —          20,011  

Marketable securities

           

U.S. government securities

     —          12,877        —          12,877  

Certificates of deposit

     —          44,095        —          44,095  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total current assets

   $ 222,296      $ 98,485      $ —        $ 320,781  
  

 

 

    

 

 

    

 

 

    

 

 

 

Available for sale debt securities

     —          —          131,280        131,280  

Equity securities

     380,756        —          —          380,756  

Warrants (1)

     —          30,815        —          30,815  

Forward purchase contract (1)

     —          11,500        —          11,500  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total non-current assets

   $ 380,756      $ 42,315      $ 131,280      $ 554,351  
  

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities:

           

Interest rate swaps

     —          (9,215      —          (9,215
  

 

 

    

 

 

    

 

 

    

 

 

 

Total current liabilities

   $ —        $ (9,215    $ —        $ (9,215
  

 

 

    

 

 

    

 

 

    

 

 

 

Interest rate swaps

     —          (18,902      —          (18,902
  

 

 

    

 

 

    

 

 

    

 

 

 

Total non-current liabilities

   $ —        $ (18,902    $ —        $ (18,902
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)

Related to Epizyme warrants and put option as described in Note 4 and recorded in the non-current asset portion of Derivative financial instruments in the consolidated balance sheet as of December 31, 2019.

 

(in thousands)    As of December 31, 2018  
     Level 1      Level 2      Level 3      Total  

Assets:

           

Cash equivalents

           

Money market funds

   $ 1,815,717      $ —        $ —        $ 1,815,717  

Interest rate swaps

     —          19,196        —          19,196  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total current assets

   $ 1,815,717      $ 19,196      $ —        $ 1,834,913  
  

 

 

    

 

 

    

 

 

    

 

 

 

Interest rate swaps

     —          19,111        —          19,111  

Equity securities

     146,008        —          —          146,008  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total non-current assets

   $ 146,008      $ 19,111      $ —        $ 165,119  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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The table presented below summarizes the change in the carrying value of level 3 financial instruments for the years ended December 31, 2019 and December 31, 2018.

 

(in thousands)   For the years ended December 31,  
    2019      2018  

Balance at beginning of the year

  $ —        $ 583,021  

Purchases

    125,121        —    

Change in unrealized movement

    6,159        (402,502

Realized gains

    —          419,481  

Proceeds earned

    —          (600,000
 

 

 

    

 

 

 

Balance at end of the year

  $ 131,280      $ —    
 

 

 

    

 

 

 

There were no transfers between levels during the years ended December 31, 2019 and December 31, 2018.

Valuation inputs

Below is a discussion of the valuation inputs used for financial instruments classified as level 2 and level 3 measurements in the fair value hierarchy.

Investment in Biohaven

The fair value of the Biohaven Preferred Shares of $131.3 million at December 31, 2019 was determined based on significant inputs that are not observable in the market, referred to as Level 3 inputs. The valuation was performed using a Black-Derman-Troy (“BDT”) lattice model, which takes into account the purchase terms and various probability-weighted redemption and payback scenarios that impact the return on investment. Key inputs to the BDT model include, most notably, the probability (1) that Biohaven’s pipeline product, Nurtec ODT (rimegepant), will be approved by the FDA by specific dates, (2) of a Change of Control event by specific dates, and (3) that Biohaven will elect to redeem the Preferred Shares for a lump sum payment as opposed to payback over time. Probabilities for the above considerations were developed by the Company’s Research team, who have significant healthcare and finance expertise to make such assessments. The most critical assumption that impacts the valuation of the Biohaven Preferred Shares is the probability that Nurtec ODT (rimegepant) will be approved by the FDA. If the probability that such FDA approval occurs is reduced by 20%, the value of the Biohaven Preferred Shares would not change materially. See Note 5 for a description of our investment in Biohaven.

Assumptions used in the valuation model as of December 31, 2019 include the following significant unobservable inputs:

 

   

Change of Control probability on a quarterly basis (0%)

 

   

Likelihood of FDA approval (0%-86%)

 

   

Likelihood of FDA approval at the end of any given quarter by December 31, 2024 (Range: 0%-59%).

Investment in Tecfidera

Our investment in Tecfidera was valued using the discounted cash flow method, with a discount rate of 8% used for valuation at Decemebr 31, 2018. The unobservable inputs used to assess the fair value of Tecfidera primarily included the discount rate and cash flow projections derived from sell-side equity research analysts’ forecasts. See Note 5 for a description of our investment in Tecfidera.

 

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Other financial instruments

We use a third party pricing service for level 2 inputs used to value cash equivalents and short term investments, which provides documentation on an ongoing basis that includes, among other things, pricing information with respect to reference data, methodology, inputs summarized by asset class, pricing application and corroborative information. Level 2 derivative instruments are valued using counterparty confirmations, LIBOR yield curves and credit valuation adjustments. Warrants are valued using a Black-Scholes option pricing model which considers observable and unobservable inputs.

Financial assets not measured at fair value

Royalty assets classified as financial assets are measured and carried on the consolidated balance sheets at amortized cost using the effective interest method (see Note 2). The current portion of royalty assets classified as financial assets approximates its fair value. Estimated fair values based on Level 3 inputs and related carrying values for the non-current portion of our royalty assets classified as financial assets as of December 31, 2019 and 2018 are presented below.

 

(in thousands)   December 31, 2019     December 31, 2018  
    Fair value     Carrying value, net     Fair value     Carrying value, net  

Financial royalty assets, net

  $ 16,501,819     $ 10,842,052     $ 12,021,288     $ 8,377,231  

4. Derivative Instruments

We have historically managed the impact of foreign currency exchange rate and interest rate risk through various financial instruments, including derivative instruments such as interest rate swap contracts and foreign currency forward contracts. Our policy is to use derivatives strategically to hedge existing interest rate exposure and to minimize volatility in cash flow arising from our exposure to interest rate risk and foreign currency risk. We may also acquire other financial instruments that are classified as derivatives. We do not enter into derivative instruments for trading or speculative purposes.

Interest rate swaps

As of December 31, 2019 and 2018, RPIFT held interest rate swap contracts to effectively convert a portion of its floating-rate debt to a fixed basis. The notional values and fixed rates paid on the swap contracts are shown in the table below.

 

Notional Value
(in millions)

     Fixed Rate    

Maturity Date

$ 450        1.310   May 9, 2018
$ 325        1.795   May 9, 2018
$ 325        1.787   May 9, 2018
$ 300        1.775   November 9, 2018
$ 200        1.585   November 9, 2018
$ 385        1.250   November 9, 2019
$ 385        1.358   November 9, 2019
$ 600        2.019   November 9, 2020
$ 250        2.094   March 27, 2023
$ 500        2.029   March 27, 2023
$ 250        2.113   March 27, 2023
$ 500        2.129   March 27, 2023

 

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Prior to 2017, management had designated the swap contracts with maturity dates through 2020 as cash flow hedges at inception, with the effective portion of the gain or loss on the swap reported as a component of other comprehensive income/(loss). Following various refinancings of RPIFT’s senior secured credit facilities in November 2013, May 2015 and October 2016, certain swap contracts no longer qualified for hedge accounting treatment. With each refinancing, the “highly effective” criterion was no longer met in respect of the individual swaps and, as a result, after October 2016, all changes in fair value related to these swaps have subsequently been recorded in earnings as part of unrealized gain/(loss) on interest rate swaps.

For the years ended December 31, 2019, 2018 and 2017, we did not have any swaps that were treated as effective cash flow hedges for accounting purposes. In the fourth quarter of 2017, RPIFT entered into four new swaps maturing in 2023, which were not designated as cash flow hedges, and are recorded at fair value through earnings.

During the years ended December 31, 2019, 2018 and 2017, we recorded in earnings unrealized losses of $72.6 million, unrealized gains of $11.9 million and unrealized gains of $17.0 million, respectively, on interest rate swaps in the consolidated statements of comprehensive income.

The fair value of the swaps at December 31, 2019 and December 31, 2018 was a net liability of $28.1 million (a current liability of $9.2 million and a non-current liability of $18.9 million) and a net asset of $38.3 million (a current asset of $19.2 million and a non-current asset of $19.1 million), respectively, and is included in derivative financial instruments on the consolidated balance sheets.

RPIFT has master International Swaps and Derivatives Association (“ISDA”) agreements in place with its derivative instrument counterparties which provide for final close out netting with counterparties for all positions in the case of default or termination of the ISDA agreement. Under these agreements, we have set-off rights with the same counterparty. Management has elected not to offset such derivative instrument fair values in the consolidated balance sheets.

RPIFT generally has executed a Credit Support Annex (“CSA”) under the ISDA it maintains with each of its over-the-counter derivative counterparties of these swap contracts maturing in 2023 that requires both posting and accepting collateral either in the form of cash or high-quality securities. These CSA’s are bilateral agreements that require collateral postings by the party “out-of-the-money” or in a net derivative liability position. Various thresholds for the amount and timing of collateralization of net liability positions are applicable. RPIFT has elected not to offset fair value amounts of any outstanding derivatives against the fair value amounts recognized for the related cash collateral receivable or payable that arise from those derivative instruments on the consolidated balance sheets. We have established a policy whereby we will only call collateral if our derivatives are in an asset position and management believes there is significant uncertainty around market risk or the credit risk of our counterparties.

Only the swaps maturing in 2023 have collateral requirements. At December 31, 2019, RPIFT had a receivable of $45.6 million in cash collateral previously posted to trade counterparties, which was recorded in Other long-term assets on the consolidated balance sheets. At December 31, 2019, RPIFT did not have the obligation to return any cash collateral to counterparties, as it did not hold any cash collateral at that date. At December 31, 2018, RPIFT did not have a receivable or payable related to cash collateral.

In connection with the Exchange Offer Transactions described in Note 1, RPIFT terminated all outstanding swaps in February 2020.

 

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Epizyme put option and warrant

In November 2019, RPIFT made an equity investment in Epizyme Inc. (“Epizyme”) of $100.0 million. Under the terms of its agreement with Epizyme, RPIFT made an upfront payment of $100.0 million for (1) shares of Epizyme common stock, (2) a warrant to purchase an additional 2.5 million shares of Epizyme common stock at $20 per share over a three-year term, and (3) Epizyme’s royalty on sales of Tazemetostat in Japan payable by Eisai Co., Ltd (“Eisai”). In connection with this transaction, Pablo Legorreta, Royalty Pharma’s CEO, was appointed as a director of Epizyme, for which he will receive compensation in cash and shares, all of which will be contributed to RPM and used to reduce costs and expenses which would otherwise be billed to the Company or its affiliates. In addition, Epizyme has an 18 month put option to sell an additional $50.0 million of its common stock to RPIFT at then prevailing prices, not to exceed $20 per share.

The warrant was recognized at fair value of $30.8 million within the non-current asset portion of Derivative financial instruments on the consolidated balance sheet at December 31, 2019. The Company received notice from Epizyme on December 30, 2019, that it intended to exercise its put option at the contractually determined $20 per share price, resulting in 2.5 million shares on settlement in February 2020. As a result, the Company recorded a forward purchase contract equal to the difference in market value and exercise share price of $11.5 million in the non-current asset portion of Derivative financial instruments on the consolidated balance sheet at December 31, 2019. The Company also recorded an unrealized gain on derivative contracts of $11.5 million related to the forward purchase contract on the consolidated statements of comprehensive income for the year ended December 31, 2019.

Biohaven written put option

The Company determined there was a derivative associated with the Second Tranche of the Biohaven Preferred Share Agreement. The derivative relates to Biohaven’s option, exercisable within 12 months after the NDA for Nurtec ODT (rimegepant) is accepted by the FDA for Priority Review, to require the Company to purchase up to an additional $75.0 million of Preferred Shares (the “Second Tranche”) at the same price and on the same terms as the First Tranche, in one or more transactions of no less than $25.0 million. As of December 31, 2019, management determined that the value of the Second Tranche written put option was immaterial, and therefore no liability has been recognized on the consolidated balance sheets at this time. See Note 5 for a description of our investment in Biohaven.

 

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Summary of derivatives and reclassifications

All interest rate swaps were ineffective during the years ended December 31, 2019, 2018, and 2017. The table below summarizes the change in fair value of the recognized derivatives held by RPIFT for the years ended December 31, 2019, 2018, and 2017 and the line item within the consolidated statements of comprehensive income where the gains/(losses) on these derivatives are recorded.

 

(in thousands)   For the years ended December 31,      
    2019     2018     2017    

Consolidated Statement of Income location

Derivatives in hedging relationships (1)

       

Interest Rate Swaps:

       

Amount of loss reclassified from AOCI into income

  $ (6,189   $ (8,003   $ (8,931   Unrealized gain/loss on interest rate swaps (1)

Change in fair value of interest rate swaps

    (16,954     3,357       18,948     Unrealized gain/loss on interest rate swaps (1)

Interest income/(expense), net

    9,565       9,758       (13,734   Interest expense

Derivatives not designated as hedging instruments

       

Interest Rate Swaps:

       

Change in fair value of interest rate swaps

    (49,472     16,569       6,982     Unrealized gain/loss on derivatives

Interest income/(expense), net

    (2,681     440       —       Interest expense

Warrant:

       

Change in fair value of warrant

    21,977       —         —       Unrealized gain/loss on derivatives

Forward purchase contract:

       

Change in fair value of forward purchase contract

    11,500       —         —       Unrealized gain/loss on derivatives

 

(1)

Certain older interest rate swaps were previously designated as cash flow hedges. These swaps became ineffective as debt refinancings occurred between 2013-2015. Interest rate swaps to be reclassified from AOCI into income expire at various dates up until 2020, at which point all associated amounts initially recorded in AOCI will have been released. The portion of loss to be reclassified from AOCI into income within the next twelve months is $4.1 million.

5. Available for Sale Debt Securities and Equity Securities

A summary of our available for sale debt securities recorded at fair value is shown below as of December 31, 2019:

 

     Cost      Unrealized gains      Fair Value  
            (in thousands)         

Biohaven preferred shares

   $ 125,121      $ 6,159      $ 131,280  
  

 

 

    

 

 

    

 

 

 

Total available for sale debt securities

   $ 125,121      $ 6,159      $ 131,280  

Biohaven available for sale debt securities

In April 2019, RPIFT funded the purchase of 2,495 Series A Preferred Shares from Biohaven Pharmaceutical Holding Company Ltd (“Biohaven”) at a price of $50,100.00 per preferred share, for a total of $125.0 million, pursuant to the Preferred Share Agreement. Pursuant to the Preferred Share Agreement, Biohaven may issue and sell to RPIFT, and RPIFT will purchase from Biohaven, the Second Tranche of up to $75.0 million in the aggregate (and no less than $25.0 million at each additional closing) of additional Series A

 

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Preferred Shares at the same price and on the same terms as the First Tranche subject to the acceptance by the United States Food and Drug Administration (“FDA”) of both New Drug Applications (“NDAs”) with respect to the tablet formulation of Nurtec ODT (rimegepant) and the orally disintegrating tablet formulation of Nurtec ODT (rimegepant). As a condition for the issuance of the Second Tranche, one NDA must be accepted under the priority review designation pathway. The issuance of the Second Tranche is subject to customary closing conditions and is entirely at Biohaven’s option.

The Series A Preferred Shares provide RPIFT with the right to require Biohaven to redeem its shares under the following circumstances:

 

   

If a Change of Control is announced after October 5, 2019 and the Series A Preferred Shares have not previously been redeemed, Biohaven must redeem the Series A Preferred Shares for two times (2x) the original purchase price of the Series A Preferred Shares payable in a lump sum at the closing of the Change of Control or in equal quarterly installments following the closing of the Change of Control through December 31, 2024.

 

   

If an NDA for Nurtec ODT (rimegepant) is not approved by December 31, 2021, RPIFT has the option at any time thereafter to require Biohaven to redeem the Series A Preferred Shares for one point two times (1.2x) the original purchase price of the Series A Preferred Shares. If no Change of Control has been announced, the Series A Preferred Shares have not previously been redeemed and (i) Nurtec ODT (rimegepant) is approved on or before December 31, 2024, following approval and starting one-year after approval, Biohaven must redeem the Series A Preferred Shares for two times (2x) the original purchase price, payable in a lump sum or in equal quarterly installments through December 31, 2024 (provided that if Nurtec ODT (rimegepant) is approved in 2024, the entire redemption amount must be paid by December 31, 2024) or (ii) Nurtec ODT (rimegepant) is not approved by December 31, 2024, Biohaven must redeem the Series A Preferred Shares for two times (2x) the original purchase price on December 31, 2024.

 

   

Biohaven may redeem the Series A Preferred Shares at its option at any time for two times (2x) the original purchase price, which redemption price may be paid in a lump sum or in equal quarterly installments through December 31, 2024. In the event that Biohaven defaults on any obligation to redeem Series A Preferred Shares when required, the redemption amount shall accrue interest at the rate of eighteen percent (18%) per annum. If any such default continues for at least one year, RPIFT will be entitled to convert, subject to certain limitations, such Series A Preferred Shares into common shares, with no waiver of its redemption rights.

 

   

Under all circumstances, the Series A Preferred Shares are required to be redeemed by Biohaven by December 31, 2024.

 

   

In February 2020, Biohaven announced that the FDA approved Nurtec ODT (rimegepant) for the acute treatment of migraine in adults.

Tecfidera available for sale debt securities

In May 2012 and December 2013, RPIFT acquired interests in the earn-out payable to the former shareholders of Fumapharm AG. The Fumapharm earn-out primarily represents an indirect interest in Biogen Idec’s sales of Tecfidera, an oral therapeutic for the treatment of relapsing-remitting multiple sclerosis. Under the terms of our investment in Tecfidera, we were entitled to receive milestone payments based on cumulative sales of Tecfidera until cumulative sales exceed $20 billion, which occurred by the end of 2018. Our investment in the Tecfidera earn-out is fair valued and classified as available for sale, as under the terms of the contracts the full investment would not have been recovered if sales of Tecfidera did not reach certain prescribed thresholds.

 

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Unrealized gains and losses on our investment in Tecfidera were included in accumulated other comprehensive income.

This investment was structured in the form of 22 potential milestone payments, of which all were earned as of December 31, 2018. The allocated cost of each milestone was derived using a third party analysis based on projected sales over time, the future competitive landscape, the strength of the patents underlying the product, and the prevailing interest rate environment. Once cumulative sales of Tecfidera reached certain agreed upon levels, an estimated accrual was recorded for the milestone payment to be received based on the sales of Fumaderm products as reported by Biogen Idec. The allocated cost of that particular milestone reduced the available for sale security recorded on the consolidated balance sheets. The excess of the payments received over the allocated cost was recognized as a realized gain on available for sale securities in the consolidated statements of comprehensive income. The accumulated other comprehensive income balance was unwound in line with the natural decline in the fair value of the asset, as the individual milestones were met.

The $600.0 million milestone payments that RPIFT was entitled to receive based on sales during the year ended December 31, 2018 were recorded as a $419.5 million realized gain in the consolidated statements of comprehensive income and a $180.5 million reduction of the investment in Tecfidera recorded as available for sale securities in the consolidated balance sheets. At December 31, 2018, milestone payments receivable of $150.0 million were recorded as other receivables on the consolidated balance sheets and was collected during the first quarter of 2019.

We did not have an available for sale debt securities balance recorded for Tecfidera as of December 31, 2018.

Equity securities

We own equity securities in publicly traded companies, which were recorded at fair value through accumulated other comprehensive income prior to January 1, 2018. Beginning on January 1, 2018, unrealized gains and losses on equity securities are recognized through earnings.

6. Financial Royalty Assets, Net

Financial royalty assets, net consist of contractual rights to cash flows relating to royalty payments derived from the sales of patent-protected biopharmaceutical products that entitle the Company and its subsidiaries to receive a portion of income from the sale of those products by unrelated companies.

 

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The gross carrying value, cumulative allowance for changes in expected cash flows, and net carrying value for the current and non-current portion of royalty assets classified as financial assets at December 31, 2019 are as follows.

 

(in thousands)    Estimated
royalty
expiration (a)
     Gross carrying value      Cumulative
allowance for
changes in expected
cash flows (Note 7)
    Net carrying value  

Cystic fibrosis franchise (d)

     (b)      $ 4,639,045      $ —       $ 4,639,045  

Tysabri

     (c)        2,131,272        (71,789     2,059,483  

Imbruvica

     2029        1,332,077        —         1,332,077  

Xtandi

     2028        1,193,918        (332,624     861,294  

Promacta

     2026        776,555        —         776,555  

Crysvita

     2032        321,234        —         321,234  

Other

     2019-2036        1,768,929        (464,005     1,304,924  
     

 

 

    

 

 

   

 

 

 

Total

      $ 12,163,030      $ (868,418   $ 11,294,612  
     

 

 

    

 

 

   

 

 

 

 

a)

Dates shown are based on the patent expiry date or management’s estimate of the date through which the Company will be entitled to royalties. Royalty expiration dates can change due to the grant of additional patents, the invalidation of patents, and other reasons.

b)

The expiration date for the Cystic fibrosis franchise is based on the patent expiration date for Trikafta, a franchise product which was approved in the US in October 2019. Management estimates that the most material patents provide protection through 2037.

c)

Under terms of the agreement, RPIFT acquired a perpetual royalty on net sales of Tysabri. Management has applied an end date of 2031 for purposes of accreting income over the royalty term.

d)

The Vertex triple combination therapy, Trikafta, was approved by the FDA in October 2019. Sell-side equity research analysts’ consensus forecasts increased due to expected sales of the newly approved Cystic fibrosis franchise product and resulted in a reversal of the entire cumulative allowance for changes in expected cash flows in the fourth quarter of 2019 related to this royalty asset.

The gross carrying value, cumulative allowance for changes in expected cash flows, and net carrying value for the current and non-current portion of royalty assets classified as financial assets at December 31, 2018 are as follows.

 

(in thousands)    Estimated
royalty
expiration (a)
     Gross
carrying value
     Cumulative
allowance for
changes in expected
cash flows (Note 7)
    Net
carrying value
 

Cystic fibrosis franchise

     (b)      $ 4,641,167      $ (1,101,675   $ 3,539,492  

Tysabri

     (c)        2,237,534        (138,240     2,099,294  

Imbruvica

     2029        1,253,425        —         1,253,425  

Xtandi

     2028        1,214,081        (256,056     958,025  

Soliqua

     2025        210,413        —         210,413  

Lexiscan

     2022        214,572        (46,890     167,682  

Other

     2019-2028        1,050,757        (440,036     610,721  
     

 

 

    

 

 

   

 

 

 

Total

      $ 10,821,949      $ (1,982,897   $ 8,839,052  
     

 

 

    

 

 

   

 

 

 

 

a)

Dates shown are based on the patent expiry date or management’s best estimate of the date through which we will be entitled to royalties. Royalty expiration dates can change due to the grant of additional patents, the invalidation of patents, and other reasons.

 

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b)

Kalydeco monotherapy patents begin expiring in 2027, while other patents in the franchise are expected to provide protection for combination use of Kalydeco through 2029 to 2031. Management estimates that the most material patents provide protection through 2030.

c)

Under terms of the agreement, RPIFT acquired a perpetual royalty on net sales of Tysabri. Management has applied an end date of 2031 for purposes of accreting income over the royalty term. The one-year extension of the royalty term from the prior year was based in part on the absence of sales projections declines by sell-side equity research analysts in later periods and no immediate expected launch of biosimilars.

Gain on sale of royalty asset

In February 2017, we sold a royalty asset back to the marketer for cash proceeds of $115.0 million. At the date of sale, the net carrying value of the royalty asset was $62.2 million and we recognized a gain on the sale as shown on the consolidated statements of comprehensive income for the year ended December 31, 2017.

Tysabri milestone

Tysabri royalty payments due to the Company exceeded $333.0 million for the year ended December 2018, as evidenced by marketer provided sales reports, and triggered a milestone payment of $250.0 million payable to the royalty seller Perrigo Company PLC (“Perrigo”). Under the terms of the Purchase and Sale Agreement for Tysabri, this milestone payment was treated as additional purchase price. We recognized a $250.0 million increase to the gross carrying value of our Tysabri royalty asset and a corresponding milestone payable on the consolidated balance sheets as of December 31, 2018, which was subsequently paid in the first quarter of 2019.

Cystic fibrosis franchise clawback

In November 2019, Vertex announced that it reached an agreement with the French Authorities for a national reimbursement deal for Orkambi. As a result, management expects a reduction to royalty receipts in 2020 by approximately $35.0 million to $45.0 million, to reflect a true up related to prior periods where we collected royalties on French sales of Orkambi at a higher selling price. We recognized a reduction to the current portion of Royalty assets, net - financial asset of $41.0 million as of December 31, 2019.

 

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7. Cumulative Allowance for Changes in Expected Cash Flows from Financial Royalty Assets

The following table sets forth the activity in the cumulative allowance for changes in expected cash flows from financial royalty assets classified as financial assets during 2019, 2018, and 2017:

 

     Activity for the year  
     (in thousands)  

Balance at December 31, 2016

   $ (1,838,766

Increases to the Cumulative allowance for changes in expected cash flows from financial royalty assets

     (641,956

Decreases to the Cumulative allowance for changes in expected cash flows from financial royalty assets

     241,291  

Sale of royalty asset

     85,550  

Reversal of cumulative allowance (a)

     108,013  
  

 

 

 

Balance at December 31, 2017

   $ (2,045,868
  

 

 

 

Increases to the Cumulative allowance for changes in expected cash flows from financial royalty assets

     (284,214

Decreases to the Cumulative allowance for changes in expected cash flows from financial royalty assets

     341,548  

Reversal of cumulative allowance (a)

     5,637  
  

 

 

 

Balance at December 31, 2018

   $ (1,982,897
  

 

 

 

Increases to the Cumulative allowance for changes in expected cash flows from financial royalty assets

     (322,717

Decreases to the Cumulative allowance for changes in expected cash flows from financial royalty assets

     1,342,038  

Reversal of cumulative allowance (a)

     95,158  
  

 

 

 

Balance at December 31, 2019

   $ (868,418
  

 

 

 

 

(a)

Relates to amounts reversed out of the cumulative allowance at the end of a royalty asset’s life to bring the account balance to zero. Reversals solely impact the gross asset and cumulative allowance balances; there is no impact to the consolidated statements of comprehensive income.

8. Intangible Royalty Assets, Net

The following are schedules of the royalty assets classified as intangible assets showing cost, accumulated amortization and net carrying value at December 31, 2019 and 2018.

 

(in thousands)    As of December 31, 2019  
     Cost      Accumulated
amortization
     Net carrying
value
 

DPP-IV license agreements

   $ 606,216      $ 554,492      $ 51,724  

 

(in thousands)    As of December 31, 2018  
     Cost      Accumulated
amortization
     Net carrying
value
 

DPP-IV license agreements

   $ 606,216      $ 530,568      $ 75,648  

The patents associated with our royalty assets classified as intangible assets terminate at various dates up to 2022. The weighted average remaining royalty duration of the royalty assets classified as intangible assets is

 

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2.2 years. The projected amortization charge for each of the next three years is $23.0 million in 2020, $23.0 million in 2021, and $5.7 million in 2022.

The company’s revenue is tied to underlying patent protected sales of other DPP-IV products of various licensees. Such revenue from royalty assets is earned from sales occurring primarily in the US and Europe; however, we do not have the ability to disaggregate our royalty revenue from licensees based on the geography of the underlying sales, as this level of information is not always included in royalty reports provided to the Company. Individual licensees exceeding 10% or more of revenue from royalty assets accounted for 91% of our revenues from royalty assets in 2019, 73% and 14% of our revenues from royalty assets in 2018, and 49% of our revenues from royalty assets in 2017. Refer to our Concentration of credit risk policy in Note 2 for additional information.

In August 2015, Merck & Co., Inc. (“Merck”) sued to invalidate all of our patents covering the DPP-IV products in the United States, the United Kingdom and the Netherlands. Beginning with the third quarter of 2015, Merck withheld payment of royalties on sales of DPP-IV products sold by Merck in all countries other than Germany. In September 2016, Merck also brought suit in Germany. In December 2016, we settled the dispute with Merck and agreed that (1) Merck will pay all past due royalties, (2) Merck will be entitled to pay zero royalties for a five-quarter period ending March 2018, and (3) Merck will not challenge any of our patents or license agreements again.

During the years ended December 31, 2018 and 2017, we made payments to Merck in connection with charge-backs for over-payments of royalties received for DPP-IV product sales in prior periods. The chargebacks arose from rebates on Januvia and Janumet collected by Merck during its royalty payment holiday period that Merck subsequently deducted from our royalty-eligible net sales, which were zero during the holiday period. These rebate chargebacks invoiced throughout the holiday period were treated as bad debt expense and recorded within general and administrative expenses on the consolidated statements of comprehensive income as management had no visibility into the timing of rebate receipts or Merck’s historical rebate recognition by quarter. We recorded bad debt expense for the years ended December 31, 2018 and 2017 of $1.0 million and $34.7 million, respectively.

9. Non-Consolidated Affiliates

In 2014, RPIFT entered into an agreement to invest up to $46.0 million to fund approximately 40% of the costs of a clinical trial for the use of Bosulif in first line treatment of chronic myeloids leukemia. RPIFT’s investment in the entity that is funding the clinical trials, Avillion Financing I, LP (“Avillion” or “Avillion I”) was made through multiple capital calls. RPIFT met its total funding commitment of $46.0 million in December of 2016. We account for our partnership interests in the Avillion entities as equity method investments because RPIFT has the ability to exercise significant influence over the entity.

On December 19, 2017, Avillion announced that the FDA approved a supplemental New Drug Application for Pfizer’s BOSULIF® (bosutinib). Avillion is eligible to receive fixed payments from Pfizer based on this approval. As a result, Avillion recognized a gain on the sale of its in-process R&D intangible asset equal to the present value of a series of guaranteed fixed annual payments due from Pfizer over a 10 year period. Our portion of this non-recurring gain amounted to approximately $165.0 million in 2017. Subsequent to the asset sale, the only operations of Avillion I are the collection of cash and unwinding of discount on the series of fixed annual payments due from Pfizer. We received distributions of $14.1 million and $39.4 million from Avillion I during the year ended December 31, 2019 and 2018, respectively, in connection with Avillion’s receipt of the fixed annual payments due under its co-development agreement with Pfizer.

 

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In March 2017 RPIFT entered into an agreement to invest approximately $15.0 million to fund approximately 50% of the costs of a phase II clinical trial for the use of Merck KGaA’s anti-IL 17 nanobody M1095 (the “Merck asset”) for the treatment of psoriasis. Similar to Avillion I, RPIFT’s investment in the development of Merck KGaA’s M1095 is held through its restructured A Limited Partner interests (discussed below) and 50% economic ownership in Class A ordinary shares in the entity that is funding the clinical trials, BAv Financing II, LP (“Avillion II”), and will be funded through multiple capital calls. In December 2019, the agreement was amended to increase RPIFT’s funding commitment by an additional $4.0 million, for a total funding cap of $19.0 million.

In May 2018 RPIFT entered into an additional agreement to invest up to $105.0 million over multiple years to fund approximately 44% of the costs of Phase II and III clinical trials of Avillion II. Avillion II simultaneously entered into a co-development agreement with AstraZeneca, to advance PT-027 (the “AZ asset”) through a global clinical development program for the treatment of asthma in exchange for a series of deferred payments and success-based milestones. Upon entering into this agreement, Avillion II was restructured to designate existing shareholders, those who have rights associated with the Merck asset, as A Limited Partners, and the creation of B Limited Partners, with rights related to the AZ asset. RPIFT continues to hold an investment in the Merck asset, and now also owns B Limited Partner interests and 44% of the economics through the B ordinary shares related to the AZ asset.

RPIFT had $70.8 million and $93.8 million of unfunded commitments related to the Avillion entities as of December 31, 2019 and 2018, respectively. Our maximum exposure to loss at any particular reporting date is limited to the current carrying value of the investment plus the unfunded commitments.

10. Research and Development Funding Expense

Biohaven

In June 2018, RPIFT entered into a funding agreement with Biohaven Pharmaceutical Holding Company Ltd. (“Biohaven”), in which we agreed to provide funding of $100.0 million and to acquire $50.0 million in common stock of Biohaven at a premium in exchange for a revenue participation right in relation to the development and commercialization of Nurtec ODT (rimegepant) and vazegepant for the treatment of migraines. The $100.0 million upfront payment and the premium paid over market value in connection with the $50.0 million stock purchase were recorded as research and development funding expense on the consolidated statements of comprehensive income for the year ended December 31, 2018. In February 2020, Biohaven announced that the FDA approved Nurtec ODT (rimegepant) for the acute treatment of migraine in adults.

See Note 5 for a description of a separate investment in Biohaven that is unrelated to our R&D funding arrangement.

Immunomedics

In January 2018, RPIFT entered into a funding agreement with Immunomedics, Inc. (“Immunomedics”), in which RPIFT agreed to provide funding of $175.0 million and to acquire $75.0 million in common stock of Immunomedics at a premium in exchange for a revenue participation right in relation to the development and commercialization of Trodelvy (sacituzumab govitecan-hziy), an antibody drug conjugate for multiple cancer types. The $175.0 million upfront payment and the premium paid over market value in connection with the $75.0 million stock purchase were recorded as research and development funding expense on the consolidated statements of comprehensive income for the year ended December 31, 2018.

Pfizer

In January 2016, RPIFT entered into an agreement with Pfizer, under which RPIFT will fund up to $300.0 million in development costs related to certain Phase III clinical trials of Pfizer’s Ibrance product primarily for adjuvant

 

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treatment of hormone receptor positive early breast cancer, all of which has been funded through December 31, 2019. If successful, and upon approval of Ibrance in certain geographies, RPIFT will be eligible to receive royalties on certain sales over approximately seven years, as well as a combination of fixed milestone payments of up to $250.0 million dependent upon results of the clinical trials. During the years ended December 31, 2019, 2018 and 2017, we recorded $62.8 million, $99.3 million, and $80.1 million, respectively, as research and development funding expense on the consolidated statements of comprehensive income in connection with this agreement.

As of December 31, 2018, we had a remaining commitment of $62.8 million related to the research and development funding agreement with Pfizer. We completed our funding commitments during 2019.

Sanofi

In December 2014, RPIFT entered into an agreement with Sanofi in which RPIFT agreed to fund up to €294.0 million of the total development costs incurred by Sanofi for the development of three Phase III studies, of which €264.0 million has been funded through December 31, 2019. In exchange for this funding, RPIFT obtained the right to receive royalty payments on future sales of the specified products when approved for sale in certain geographies in the future.

RPIFT records funding made to Sanofi as research and development funding expense on the consolidated statements of comprehensive income. During the years ended December 31, 2019, 2018, and 2017, we recorded $18.2 million, $6.9 million and $35.8 million, respectively, as research and development funding expense on the consolidated statements of comprehensive income in relation to this agreement.

In November 2016, Sanofi’s product received FDA approval. Commercial sales began in the United States in January 2017. During the years ended December 31, 2019, 2018 and 2017, we recognized royalty income of $8.7 million, $5.5 million and $3.5 million, respectively, related to this product, which is recorded in Other royalty income on the consolidated statements of comprehensive income.

As of December 31, 2019 and 2018, we had a remaining commitment of $32.5 million and $50.7 million, respectively, related to the research and development funding agreement with Sanofi.

11. Borrowings

RPIFT’s borrowings at December 31, 2019 and 2018 consisted of the following:

 

(In thousands)    Maturity      Spread over
LIBOR (1)
     As of December 31,  
     2019     2018  

RPIFT Senior Secured Credit Facilities:

          

Term Loan B Facility

          

Tranche B-6

     3/2023        200 bps      $ 4,123,000     $ 4,267,000  

Term Loan A Facility

          

Tranche A-4

     5/2022        150 bps        2,150,000       2,300,000  

Loan issuance costs

           (1,691     (2,284

Original issue discount

           (33,187     (45,384
        

 

 

   

 

 

 

Total carrying value of senior secured debt(2)

           6,238,122       6,519,332  
        

 

 

   

 

 

 

Less: Current portion of long-term debt

           (281,984     (281,436
        

 

 

   

 

 

 

Total long-term debt

         $ 5,956,138     $ 6,237,896  
        

 

 

   

 

 

 

 

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(1) 

Borrowings under RPIFT’s senior secured credit facilities bear interest at a rate equal to LIBOR plus an applicable margin.

(2) 

The carrying value of our long term debt, including the current portion, approximates its fair value.

RPIFT Senior Secured Credit Facilities (the “Credit Facility”)

As of December 31, 2019 and 2018, RPIFT’s Credit Facility consisted of two term loans, Term Loan A and Term Loan B. Tranche A-4 requires annual amortization of 5.9% per year and tranche B-6 requires annual amortization of 3.2% per year. Principal and interest payments are made quarterly. The Credit Facility is secured by a grant of a security interest in substantially all of RPIFT’s personal property and a grant by RPCT of a security interest in RPIFT’s share (80%) of all amounts on deposit in the Collection Trust Account.

In connection with our acquisition of the Tysabri royalty asset in March 2017, RPIFT issued an incremental $1.1 billion of debt under tranche B-6 of its Senior Secured Term Loan B. RPIFT also agreed to refinance $3.4 billion of its outstanding tranche B-5 to reduce its cost and extend its duration, which funded in April 2017.

In May 2017, RPIFT repaid the outstanding balance of tranche A-2 of $2.5 billion through the issuance of $2.5 billion in new senior secured debt consisting of a new term loan tranche, A-3. The May 2017 refinancing of tranche A-2 reduced the spread from 225 basis points to 175 basis points and extended the maturity by one year.

In May of 2018, RPIFT repaid the $2.4 billion outstanding balance of term loan tranche A-3 through the issuance of $2.4 billion in senior secured debt consisting of a new tranche, A-4 (the “2018 Refinancing”). The 2018 Refinancing of tranche A-3 reduced the spread from 175 basis points to 150 basis points and extended the maturity by six months.

The covenants contained in the Credit Facility and measured quarterly included the following: (i) maximum total leverage ratio of 4:00 to 1:00; (ii) debt coverage ratio of greater than 3.50 to 1.00. RPIFT was in compliance with these covenants at December 31, 2019 and 2018.

New Senior Secured Credit Facilities

On February 11, 2020, in connection with the Exchange Offer Transactions (as discussed in Note 1) and using funds contributed RPI Intermediate FT and the Legacy Investors Partnerships, RPIFT repaid its outstanding debt and accrued interest, and terminated all outstanding interest rate swaps. RPI Intermediate FT, as borrower, entered into a term loan credit agreement (the “Credit Agreement”) with Bank of America, N.A., as administrative agent, the lenders party thereto from time to time and the other parties thereto. The new senior secured credit facilities contained in the Credit Agreement consist of a term loan A (“Tranche A-1”) and term loan B (“Tranche B-1”) in the amounts of $3.20 billion and $2.84 billion, respectively. Tranche A-1 has an interest rate of 1.50% above LIBOR and matures in February 2025. Tranche B-1 has an interest rate of 1.75% above LIBOR matures in February 2027.

The Credit Agreement contains covenants that, among other things, restrict our ability to make certain distributions, incur additional debt, engage in certain asset sales, mergers, acquisitions or similar transactions, create liens on assets, engage in certain transactions with affiliates or make investments. The Credit Agreement also contains customary events of default. We may voluntarily prepay in whole or in part the outstanding principal amounts of term loans under our Credit Agreement at any time prior to the maturity dates, with certain voluntary prepayments that may be subject to a customary prepayment premium governed by the Credit Agreement.

 

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Financial Covenants

The Credit Agreement contains financial covenants requiring us to maintain (i) a Consolidated Leverage Ratio at or below 4.00 to 1.00 (or at or below 4.50 to 1:00 following a Qualifying Material Acquisition) of Consolidated Funded Debt to Consolidated EBITDA (each as defined and calculated with the ratio level calculated with further adjustments as set forth in the Credit Agreement) and (ii) a Consolidated Coverage Ratio at or above 2.50 to 1.00 of Consolidated EBITDA minus Consolidated Capital Expenditures to Consolidated Charges (each as defined and calculated with further adjustments as set forth in the Credit Agreement).

Amortization of Term Loans

As of February 2020, we are required to repay the term loans under RPI Intermediate FT’s new senior secured credit facilities over the next five years and thereafter as follows:

 

(in thousands)    Term loan amortization  
Year    Tranche A-1      Tranche B-1      Total  

2020

   $ 160,000      $ 28,400      $ 188,400  

2021

     160,000        28,400        188,400  

2022

     160,000        28,400        188,400  

2023

     160,000        28,400        188,400  

2024

     160,000        28,400        188,400  

Thereafter

     2,400,000        2,698,000        5,098,000  
  

 

 

    

 

 

    

 

 

 

Total (1)

   $ 3,200,000      $ 2,840,000      $ 6,040,000  

 

(1)

Excludes discount on long-term debt of $32.6 million and loan issuance costs of $4.1 million, which are amortized through interest expense over the life of the underlying debt obligations.

 

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12. Indirect Cash Flow

Adjustments to reconcile consolidated net income to net cash provided by operating activities are summarized below.

 

     For the years ended December 31,  
     2019     2018     2017  

Cash flows from operating activities:

      

Consolidated net income

   $ 2,461,419     $ 1,517,855     $ 1,343,180  

Adjustments to reconcile consolidated net income to net cash provided by operating activities:

      

Provision for changes in expected cash flows from financial royalty assets

     (1,019,321     (57,334     400,665  

Amortization of intangible assets

     23,924       33,267       33,267  

Amortization of loan issuance and discount on long-term debt

     12,790       13,127       12,910  

Realized gain on available for sale debt securities

     —         (419,481     (412,152

Unrealized loss/(gain) on derivative contracts

     39,138       (11,923     (16,999

Distributions from non-consolidated affiliates

     14,059       39,402       —    

Equity in loss/(earnings) of non-consolidated affiliates

     32,517       7,023       (163,779

Unrealized (gain)/loss on equity securities

     (155,749     13,939       —    

Gain on sale of royalty asset

     —         —         (52,753

Other

     (2,122     (7,771     583  

(Increase)/decrease in operating assets:

      

Financial royalty assets

     (1,648,837     (1,524,816     (1,539,417

Cash collected on financial royalty assets

     1,934,092       2,052,592       1,749,010  

Available for sale debt securities

     (150,000     (150,000     150,000  

Accrued royalty receivable

     2,471       (27,372     66,739  

Other receivables

     150,000       150,000       (150,000

Other royalty income receivable

     7,390       (11,099     (1,219

Other current assets

     4,607       (442     (2,239

Other assets

     (45,635     —         —    

Increase in operating liabilities:

      

Accounts payable and accrued expenses

     6,496       1,350       517  
  

 

 

   

 

 

   

 

 

 

Net cash provided by operating activities

   $ 1,667,239     $ 1,618,317     $ 1,418,313  
  

 

 

   

 

 

   

 

 

 

13. Other Comprehensive Income / (Loss)

Comprehensive income is comprised of net income and other comprehensive income/(loss). We include unrealized gains and losses on available for sale securities and unrealized gains/(losses) on the interest rate swaps that were designated as cash flow hedges in other comprehensive income/(loss). Prior to January 1, 2018, unrealized gains and losses on available for sale equity securities were included in accumulated other comprehensive income/(loss). Beginning on January 1, 2018, unrealized gains and losses on equity securities are recognized through earnings.

 

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Change in accumulated other comprehensive income/(loss) by component are as follows:

 

(In thousands)    Unrealized gain/(loss)
on equity securities
    Unrealized gain/(loss)
on available for sale
debt securities
    Unrealized
gain/(loss) on
interest rate swaps
    Total Accumulated
Other Comprehensive
Income/(Loss)
 

Balance at December 31, 2017

   $ (2,863   $ 402,502     $ (18,258   $ 381,381  

Activity for the year

     —         (402,502     —         (402,502

Cumulative adjustment for adoption of ASU 2016-01

     2,863       —         —         2,863  

Reclassifications

     —         —         8,003       8,003  
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2018

   $ —       $ —       $ (10,255   $ (10,255
  

 

 

   

 

 

   

 

 

   

 

 

 

Activity for the year

     —         6,159       —         6,159  

Reclassifications

     —         —         6,189       6,189  
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2019

   $ —       $ 6,159     $ (4,066   $ 2,093  
  

 

 

   

 

 

   

 

 

   

 

 

 

14. Equity

As of December 31, 2019 and 2018, the Trust had 36,705,936 units outstanding.

(a)    Subscriptions

The first issue of units took place on August 10, 2011. At the absolute discretion of RP Ireland, additional units may be issued at the net asset value per unit, as defined in the trust deed and in accordance with the provisions of the trust deed of the Trust.

(b)    Redemptions

To the extent that there is surplus cash available, RP Ireland may, in its sole discretion, permit redemptions of units to be effected on a valuation day, as defined in the trust deed. Unitholders will be given at least ten business days’ notice of any valuation day upon which redemptions of units will be offered. The offer will be made to all unitholders on a pro rata basis based on the number of units held by such unitholders. Units will be redeemed at the net asset value per unit on the relevant valuation day. Subject to the foregoing, RP Ireland may refuse to accept any request for redemption of units.

(c)    Distribution policy

Distributions may be made by the Trust at the sole discretion of RP Ireland. The nature of the assets acquired by Royalty Pharma is such that they provide cash flow on a quarterly, semi-annual or annual basis.

Distributions to unitholders for the years ended December 31, 2019, 2018, and 2017 totaled $739.3 million, $814.4 million, and $735.2 million, respectively.

15. Related Party Transactions

The Manager

An affiliate of RP Ireland, the Manager, is the administrator of RPIFT, and also the investment manager for Royalty Pharma Investments. The sole member of the Manager holds an indirect interest in Royalty Pharma and serves on the investment committee of the Manager.

 

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Historically, the Manager received Operating and Personnel Payments payable in equal quarterly installments and increasing by 5% annually on a compounded basis under the terms of its Management Agreement with Royalty Pharma and the Legacy Investors Partnerships. RP Ireland receives an annual management fee payable in advance by Royalty Pharma in equal quarterly installments under terms of the Limited Partnership Agreements of the Legacy Investors Partnerships. Operating and Personnel Payments incurred during the years ended December 31, 2019, 2018 and 2017 were $60.0 million, $57.2 million and $54.4 million, respectively, and were recognized within General and administrative expenses on the consolidated statements of comprehensive income.

In connection with the Exchange Offer Transactions (discussed in Note 1), the Manager has entered into new management agreements with RPI and the Continuing Investors Partnerships. Pursuant to the new management agreements, RPI will pay quarterly Operating and Personnel Payments in respect of operating and personnel expenses to the Manager or its affiliates equal to 6.5% of the Adjusted Cash Receipts (as defined therein) for such quarter and 0.25% of the GAAP value of our security investments, including equity securities and derivative financial instruments, as of the end of such quarter.

Royalty Distribution Payable

The Royalty distribution payable to affiliates of $31.0 million and $44.3 million recorded on the consolidated balance sheets at December 31, 2019 and 2018, respectively, represents royalty receipts due from RPCT to RPSFT in connection with its non-controlling interest. The accrual is recorded based on estimated fourth quarter royalty receipts, which are derived from estimates generated from sell-side equityresearch analyst consensus forecasts for each product, and will be collected one quarter in arrears, and is payable to RPSFT under the terms of the Collection Account Control Agreement, whereby RPCT is required to disperse royalty receipts collected to RPSFT and RPIFT in proportion to their ownership interests.

Acquisition from Epizyme Inc.

In November 2019, RPIFT made an equity investment in Epizyme Inc. of $100.0 million, with options to invest up to an additional $100.0 million in Epizyme common stock. Refer to Note 4 for additional discussion of this transaction. In connection with this transaction, Pablo Legorreta, Royalty Pharma’s CEO, was appointed as a director of Epizyme, for which he will receive compensation in cash and shares, all of which will be contributed to the Manager and used to reduce costs and expenses which would otherwise be billed to the Company or its affiliates.

Acquisition from Bristol-Myers Squibb

In November 2017, a wholly owned subsidiary of the Company, RPI Acquisitions, entered into a purchase agreement with Bristol-Myers Squibb (“BMS”) to acquire from BMS a percentage of its future royalties on worldwide sales of Onglyza, Farxiga, and related diabetes products marketed by AstraZeneca. We agreed to make payments to BMS based on sales of the products over the eight quarters beginning with the first quarter of 2018 in exchange for a high single-digit royalty on worldwide sales of the products from 2020 through 2025. Management estimated that the total payments to BMS will be in the range of $280 million to $320 million.

On December 8, 2017, RPI Acquisitions entered into a purchase, sale and assignment agreement with a wholly owned subsidiary of BioPharma Credit PLC (LSE: BPCR, “BPCR”), an affiliate of the Company. BPCR is a related entity of the Company due to the sole member of the investment manager having significant influence over both entities. Under the terms of the Assignment Agreement, RPI Acquisitions assigned the benefit of 50% of the payment stream acquired from BMS to BPCR in consideration for BPCR meeting 50% of the funding obligations owed to BMS under the Purchase Agreement. Our estimated funding commitment after this

 

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assignment is between $140 million to $160 million. RPI Acquisitions only retains servicing responsibilities under the Assignment Agreement. To determine whether this transfer of financial assets should be accounted for as a sale or a secured borrowing under ASC 860-10, management evaluated whether: (i) the transferred assets are legally isolated, (ii) the transferee has the right to pledge or exchange the transferred assets, and (iii) the Company has relinquished effective control of the transferred assets. As all three conditions are met, the transfer is accounted for as a sale. BPCR’s assigned portion of each funding obligation and royalty payment stream will be derecognized as each contractual payment is made to or received from BMS.

Installment payments made to BMS during the year ended December 31, 2019 and 2018 totaled $171.0 million and $128.8 million, respectively, of which RPI Acquisitions funded $85.5 million and $64.4 million, respectively. Upon transfer of funds from BPCR to RPI Acquisitions to meet the quarterly funding obligation to BMS, RPI Acquisitions derecognizes 50% of the financial asset. Cash received from BPCR in respect of each funding obligation equals the carrying amount of the assigned transfer of interest. Therefore no gain or loss is recognized upon the transfer. The financial asset of $150.3 million and $64.8 million included in Financial royalty assets, net on the consolidated balance sheets as of December 31, 2019 and 2018, respectively, only represents our right to the future payment streams acquired from BMS. We will not recognize any income from the BMS royalty asset until we have completed our installment funding obligation in the first quarter of 2020.

Other transactions

During the year ended December 31, 2019, RPIFT acquired 27,210 limited partnership interests in an affiliate of, and an equity method investor in, Royalty Pharma Investments and RPIFT, whose only substantive operations are its investment in Royalty Pharma Investments. The total investment of $4.3 million is recorded as Treasury interests in the consolidated balance sheet as of December 31, 2019.

16. Commitments and Contingencies

In the ordinary course of business, we may enter into contracts or agreements that contain customary indemnifications relating to such things as confidentiality agreements and representations as to corporate existence and authority to enter into contracts. The maximum exposure under such agreements is indeterminable until a claim, if any, is made. However, no such claims have been made against Royalty Pharma to date and management believes that the likelihood of such proceedings taking place in the future is remote.

In November 2019, RPIFT agreed to pay $330.0 million to purchase Eisai’s royalties on future worldwide sales of Tazverik (tazemetostat), a novel targeted therapy in late-stage clinical development that was approved by the FDA in January 2020 epithelioid sarcoma and with the potential to be approved in several cancer indications. Under the terms of its agreement with Eisai, RPIFT acquired Eisai’s future worldwide royalties on net sales by Epizyme of Tazverik outside of Japan, for an upfront payment of $110.0 million plus up to an additional $220.0 million for the remainder of the royalty upon FDA approval of Tazverik for certain indications. The FDA approved Tazverik in January 2020 for epithelioid sarcoma, triggering our obligation to fund the next $110.0 million tranche in November 2020 and our right to the increased royalty. The remaining funding commitment of up to $110.0 million will be recognized upon resolution of the remaining associated contingency.

We have commitments to advance funds to counterparties through our contingent funding of the Second Tranche of Biohaven Preferred Shares, investments in non-consolidated affiliates, research and development arrangements, and the acquisition of an accelerated royalty from BMS. Please refer to Notes 5, 9, 10 and 15, respectively, for details of these arrangements. We also have requirements to make Operating and Personnel Payments over the life of the Management Agreement as described in Note 15, which are variable and based on projected cash receipts.

 

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On April 15, 2016, AbbVie Inc. and AbbVie Biotechnology Ltd. filed a complaint against MedImmune LLC seeking to invalidate U.S. Patent No. 6,248,516 (the “’516 Patent”). The license agreement relating to the Humira royalty asset provides that the royalty is payable until the expiration of the last to expire patent listed in the license agreement. The last to expire patent on this list was the ’516 Patent, which expired in June 2018. MedImmune LLC is the owner of the ’516 Patent and the successor to the party that sold the Humira royalty to Royalty Pharma. As such, MedImmune LLC had agreed to defend the ’516 patent against AbbVie’s challenge. If AbbVie was successful in invalidating the ’516 Patent, Abbvie contended that its obligation to pay royalties would end in January 2018 rather than in June 2018. In January 2017, a federal district court dismissed AbbVie’s claims and in February 2018 the Court of Appeals for the Federal Circuit affirmed that dismissal without prejudice. As such, AbbVie had the right to file a new action alleging new grounds for avoiding its obligation to pay royalties for the first six months of 2018. No such action was filed, and we received a royalty payment from AbbVie for the final royalty term covering January 2018 to June 2018 in the amount of $243.5 million.

We are entitled to royalties on Remicade from Janssen Biotech (“Janssen”) on U.S. sales of Remicade based on a U.S. Patent No. 6,284,471 (the “’471 Patent”), which is co-owned by Janssen and NYU Medical Center. The ’471 Patent expired in September 2018. In September 2013, the United States Patent and Trademark Office (“USPTO”) initiated an office action to reexamine the ‘471 Patent and ultimately invalidated the ’471 Patent for obviousness-type double patenting. In November 2016, the Patent Trial and Appeal Board affirmed the USPTO’s invalidation of the ’471 Patent. In August 2016, as a result of a lawsuit filed by Celltrion, a federal district court also ruled that the ’471 Patent was invalid for obviousness-type double patenting. In January 2018, Janssen’s appeals of both of these decisions to the CAFC were denied. Janssen filed a petition for certiorari with the US Supreme Court. While the decisions in these two separate proceedings were being appealed, the ’471 Patent was valid and enforceable. Management adjusted the carrying value of the Remicade royalty asset in 2015 in light of the uncertainty around the outcome of litigation and, specifically, the expectation that cash flows from this royalty would not continue after 2017. As Janssen continued to pay royalties for sales through 2018, we recorded Other royalty income as the payments were received. We received $93.7 million during the year ended December 31, 2018 related to royalties for sales in the first, second and third quarters of 2018, through the end of the royalty term.

In December 2015, Boehringer Ingelheim International GmBH (“BI”) notified Royalty Pharma that (a) BI had revised its interpretation of the license agreement between BI and Royalty Pharma, (b) as a result BI believed that it had overpaid royalties on sales of Tradjenta, Jentadueto and Glyxambi, the DPP-IVs, for periods prior to 2015 by €7.7 million, and (c) BI was seeking a refund in that amount. Management does not agree with BI’s interpretation of the license agreement and has had extensive discussions with BI in an effort to reach an amicable settlement of this dispute. On January 21, 2019, Royalty Pharma Collection Trust filed a lawsuit in England against BI seeking recovery of €23.1 million in underpaid royalties. We intend to pursue this claim vigorously, but there can be no assurance that we will prevail in this dispute. Due to the uncertainty at this time, we have not accrued any costs related to this matter and any legal costs have been expensed as incurred.

17. Subsequent Events

Exchange Offer Transactions

Refer to additional discussion in Note 1 for details of the Exchange Offer Transactions that closed on February 11, 2020 and the anticipated U.S. Listing.

During the first quarter of 2020, we acquired a royalty on Entyvio, an approved product for the treatment of ulcerative colitis and Crohn’s disease, from The General Hospital Corporation in exchange for an upfront payment of $86.6 million.

 

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Coronavirus Outbreak

The current outbreak of the novel coronavirus, or COVID-19, could materially and adversely affect our results of operations, financial condition and cash flows. Further, the spread of the COVID-19 outbreak has caused severe disruptions in the U.S. and global economy and financial markets and could potentially create widespread business continuity issues of an as yet unknown magnitude and duration. Given the uncertainty around the extent and timing of the potential future spread or mitigation efforts related to the current outbreak of COVID-19, the financial impact cannot be reasonably estimated at this time.

 

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Through and including      , 2020 (the 25th day after the date of this prospectus), all dealers effecting transactions in the Class A ordinary shares, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

 

Class A Ordinary Shares

 

 

LOGO

 

 

PRELIMINARY PROSPECTUS

 

 

J.P. Morgan

Morgan Stanley

BofA Securities

Goldman Sachs & Co. LLC

Citigroup

UBS Investment Bank

Evercore ISI

Cowen

SunTrust Robinson Humphrey

 

 

 


Table of Contents

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

ITEM 13.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the expenses payable by the registrant in connection with the issuance and distribution of the Class A ordinary shares being registered hereby. All of such expenses are estimates, other than the filing and listing fees payable to the Securities and Exchange Commission, the Financial Industry Regulatory Authority and the      .

 

     Amount to
Be Paid
 

Filing Fee—Securities and Exchange Commission

   $              

Fee—Financial Industry Regulatory Authority

                 

Listing Fee—

                 

Fees and Expenses of Counsel

                 

Printing Expenses

                 

Fees and Expenses of Accountants

                 

Transfer Agent and Registrar’s Fees

                 

Miscellaneous Expenses

                 
  

 

 

 

Total

   $              
  

 

 

 

 

*

To be provided by amendment.

 

ITEM 14.

INDEMNIFICATION OF DIRECTORS AND OFFICERS.

We plan to enter into indemnification agreements with our directors and executive officers to indemnify them to the maximum extent allowed under applicable law. These agreements indemnify these individuals against certain costs, charges, losses, liabilities, damages and expenses incurred by such director or officer in the execution or discharge of his or her duties or the exercise of his or her powers or otherwise in relation to or in connection with his or her duties, powers or office. These agreements do not indemnify our directors against any liability attaching to such individuals in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he or she is a director, which would be rendered void under the U.K. Companies Act.

The Company also maintains directors and officers insurance to insure such persons against certain liabilities.

In the underwriting agreement, the underwriters will agree to indemnify, under certain conditions, the Company, members of the Company’s board of directors, and persons who control the Company within the meaning of the Securities Act against certain liabilities.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

The indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of our Articles, agreement, vote of shareholders or disinterested directors or otherwise.

 

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ITEM 15.

RECENT SALES OF UNREGISTERED SECURITIES.

The following is a description of all securities sold or issued by the predecessors to the registrant in the three years preceding the date of this registration statement. No underwriters were involved in these sales. There was no general solicitation of investors or advertising, and we did not pay or give, directly or indirectly, any commission or other remuneration, in connection with the offering of these shares.

On February 6, 2020, RPI US Partners 2019, LP and RPI International Partners 2019, LP formed Royalty Pharma Ltd., a private limited company organized under the laws of England and Wales (“RP Ltd.”), which issued one Class B share and one Class R redeemable share to each of RPI US Partners 2019, LP and RPI International Partners 2019, LP in exchange for a nominal capital contribution. On February 10, 2020, RP Ltd. formed Royalty Pharma Holdings Ltd. (“RP Holdings”), which issued one Class A ordinary share to RP Ltd. in exchange for a nominal capital contribution. On     , 2020 each of RPI US Partners 2019, LP and RPI International Partners 2019, LP transferred their shares of Royalty Pharma Investments 2019 ICAV to RP Holdings in exchange for an aggregate of      and      Class B shares (or depository receipts representing such shares), respectively, and      and      Class C ordinary shares (or depository receipts representing such shares), respectively, of RP Holdings.

On March 25, 2020 RPI US Partners 2019, LP and RPI International Partners 2019, LP each subscribed for an aggregate of 24,999 Class R redeemable shares of RP Ltd. for an aggregate purchase price of £24,999. On April 22, 2020, RP Ltd. was re-registered as Royalty Pharma plc.

The offers, sales and issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act as transactions by an issuer not involving any public offering. The recipients in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof.

 

ITEM 16.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

 

  1.1*   Form of Underwriting Agreement
  3.1*   Form of Articles of Association
  4.1*   Form of Class A Ordinary Share Certificate
  5.1   Opinion of Davis Polk & Wardwell London LLP as to the validity of the Class A ordinary shares
  8.1*   Opinion of Akin Gump Strauss Hauer & Feld LLP relating to tax matters
10.1   Form of Management and Services Agreement, dated             , 2020, among Royalty Pharma plc and RP Management, LLC
10.2   Credit Agreement dated February 11, 2020 between RPI 2019 Intermediate Finance Trust, as borrower, Bank of America, N.A., as administrative agent, and certain lender parties thereto
10.3*   Form of Exchange Agreement
10.4*   Form of Registration Rights Agreement
10.5*†   Form of Director and Officer Indemnification Agreement
10.6*†   Director Appointment Agreement dated    , 2020, between the Company and Mr. Germano Giuliani
10.7*#   Amended and Restated Purchase and Sale Agreement with the Cystic Fibrosis Foundation Therapeutics Incorporated, dated November 14, 2014
10.8*#   Amendment No. 1 to the Amended and Restated Purchase and Sale Agreement, dated October 13, 2016 with the Cystic Fibrosis Foundation
10.9#   Research, Development and Commercialization Agreement between the Cystic Fibrosis Foundation Therapeutics Incorporated and Vertex Pharmaceuticals Inc., dated as of May 24, 2004, as amended
10.10#   Amendment No. 1 to Research, Development and Commercialization Agreement, dated January 6, 2006 by and between Vertex Pharmaceuticals Incorporated and Cystic Fibrosis Foundation Therapeutics Incorporated
10.11   Amendment No. 2 to Research, Development and Commercialization Agreement, dated January 1, 2006 by and between Vertex Pharmaceuticals Incorporated and Cystic Fibrosis Foundation Therapeutics Incorporated

 

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Table of Contents
10.12#    Amendment No. 5 to Research, Development and Commercialization Agreement, dated April 1, 2011 by and between Vertex Pharmaceuticals Incorporated and Cystic Fibrosis Foundation Therapeutics Incorporated
10.13#    Amendment No. 7 to Research, Development and Commercialization Agreement, dated September 1, 2016 by and between Vertex Pharmaceuticals Incorporated and Cystic Fibrosis Foundation Therapeutics Incorporated
10.14    Form of Amended and Restated Management and Services Agreement, dated              2020, among Royalty Pharma Investments 2019 ICAV and RP Management, LLC
21.1    List of subsidiaries
23.1    Consent of Ernst & Young
23.2    Consent of Davis Polk & Wardwell London LLP (included as part of Exhibit 5.1)
23.3*    Consent of Akin Gump Strauss Hauer & Feld LLP (included as part of Exhibit 8.1)
24.1    Power of Attorney (included on the signature page to this registration statement)

 

*

To be filed by amendment.

**

Previously filed.

Management contract or compensatory plan or arrangement.

#

Certain information has been excluded from the exhibit because it both (i) is not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.

 

ITEM 17.

UNDERTAKINGS

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the U.S. Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the U.S. Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the U.S. Securities Act of 1933 and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the U.S. Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the U.S. Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the U.S. Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

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EXHIBIT INDEX

 

  1.1*   Form of Underwriting Agreement
  3.1*   Form of Articles of Association
  4.1*   Form of Class A Ordinary Share Certificate
  5.1   Opinion of Davis Polk & Wardwell London LLP as to the validity of the Class A ordinary shares
  8.1*   Opinion of Akin Gump Strauss Hauer & Feld LLP relating to tax matters
10.1   Form of Management and Services Agreement, dated             , 2020, among Royalty Pharma plc and RP Management, LLC
10.2   Credit Agreement, dated February 11, 2020, between RPI 2019 Intermediate Finance Trust, as borrower, Bank of America, N.A., as administrative agent, and certain lender parties thereto
10.3*   Form of Exchange Agreement
10.4*   Form of Registration Rights Agreement
10.5*†   Form of Director and Officer Indemnification Agreement
10.6*†   Director Appointment Agreement, dated    , 2020, between the Company and Mr. Germano Giuliani
10.7*#   Amended and Restated Purchase and Sale Agreement, dated November 14, 2014, with the Cystic Fibrosis Foundation Therapeutics Incorporated
10.8*#   Amendment No. 1 to the Amended and Restated Purchase and Sale Agreement, dated October 13, 2016 with the Cystic Fibrosis Foundation
10.9#   Research, Development and Commercialization Agreement, dated May 24, 2004, between the Cystic Fibrosis Foundation Therapeutics Incorporated and Vertex Pharmaceuticals Inc., as amended
10.10#   Amendment No. 1 to Research, Development and Commercialization Agreement, dated January  6, 2006 by and between Vertex Pharmaceuticals Incorporated and Cystic Fibrosis Foundation Therapeutics Incorporated
10.11   Amendment No. 2 to Research, Development and Commercialization Agreement, dated January  1, 2006, by and between Vertex Pharmaceuticals Incorporated and Cystic Fibrosis Foundation Therapeutics Incorporated
10.12#   Amendment No. 5 to Research, Development and Commercialization Agreement, dated April  1, 2011, by and between Vertex Pharmaceuticals Incorporated and Cystic Fibrosis Foundation Therapeutics Incorporated
10.13#   Amendment No. 7 to Research, Development and Commercialization Agreement, dated September  1, 2016, by and between Vertex Pharmaceuticals Incorporated and Cystic Fibrosis Foundation Therapeutics Incorporated
10.14   Form of Amended and Restated Management and Services Agreement, dated,              2020, among Royalty Pharma Investments 2019 ICAV and RP Management, LLC
21.1   List of subsidiaries
23.1   Consent of Ernst & Young
23.2   Consent of Davis Polk & Wardwell London LLP (included as part of Exhibit 5.1)
23.3*   Consent of Akin Gump Strauss Hauer & Feld LLP (included as part of Exhibit 8.1)
24.1   Power of Attorney (included on the signature page to this registration statement)

 

*

To be filed by amendment.

**

Previously filed.

Management contract or compensatory plan or arrangement.

#

Certain information has been excluded from the exhibit because it both (i) is not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.

 

II-4


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SIGNATURES

Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on the day of 22nd day of May 2020.

 

ROYALTY PHARMA PLC
By:  

/s/ Pablo Legorreta

  Name: Pablo Legorreta
  Title: Chief Executive Officer

 

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints George Lloyd as the other the individual’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the U.S. Securities Act of 1933, as amended, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact as agent or any of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on the 22nd day of May, 2020.

 

Signature

  

Title

/s/ Pablo Legorreta    

Pablo Legorreta

  

Chairman of the Board, Director &

Chief Executive Officer (Principal Executive Officer and Royalty Pharma plc’s authorized representative in the United States)

/s/ Terrance Coyne    

Terrance Coyne

  

Executive Vice President & Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

/s/ George Lloyd    

   Director

George Lloyd

  

 

II-6

EX-5.1 2 d862976dex51.htm EX-5.1 EX-5.1
      Exhibits 5.1 and 23.2
     

New York

Northern California

Washington DC

São Paulo

London

  

Paris

Madrid

Tokyo

Beijing

Hong Kong

LOGO            

Davis Polk & Wardwell London LLP

5 Aldermanbury Square

London EC2V 7HR

  

020 7418 1300 tel

020 7418 1400 fax

  

22 May 2020

Royalty Pharma plc

Suite 1, 3rd Floor

11-12 St. James’s Square

London, SW1Y 4LB

United Kingdom

Ladies and Gentlemen

Royalty Pharma plc (the “Company”) – Registration Statement on Form S-1

We have acted as advisers as to English law to the Company, a public limited company incorporated under the laws of England and Wales with company number 12446913, in connection with the Registration Statement on Form S-1 (as amended through the date hereof, the “Registration Statement”) filed by the Company on 22 May 2020 with the U.S. Securities and Exchange Commission (the “SEC”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”), for the offering of new class A ordinary shares (the “New Shares”) in the capital of the Company (the “Offering”).

Scope

This opinion is confined to matters of English law as at the date of this opinion, and this opinion and any non-contractual obligations arising out of or in relation to it are governed by and shall be construed in accordance with English law. Accordingly, we express no opinion with regard to any system of law other than English law as currently applied by the English courts. In particular, we express no opinion on European Union law as it applies to any jurisdiction other than England and Wales, the federal laws of the United States of America or the laws of the State of New York. To the extent that any such laws or the laws of any other jurisdiction may be relevant, we have made no independent investigation thereof and our opinion is subject to the effect of such laws.

By accepting this opinion you irrevocably agree and accept that the courts of England shall have exclusive jurisdiction to hear and determine any dispute or claim arising out of or in connection with this opinion or its formation, including without limitation, (i) the creation, effect or interpretation of, or the legal relationships established by, this opinion and (ii) any non-contractual obligations arising out of or in connection with this opinion.


Royalty Pharma plc    2    22 May 2020

 

We assume no obligation to notify you of any future changes in law (including any changes occurring as a result of the United Kingdom withdrawing from the European Union), which may affect the opinions expressed herein, or otherwise to update this opinion in any respect.

Opinion

On the basis of our examination of the documents listed in Schedule 1 to this opinion and the other matters referred to above, and subject to the assumptions set out in Schedule 2 to this opinion, the qualifications set out in Schedule 3 to this opinion and any matters not disclosed to us, we are of the opinion that the New Shares will be duly and validly issued and non-assessable if and when (i) the Registration Statement, as finally amended, shall have become effective under the Securities Act, (ii) the New Shares shall have been issued against payment therefor, in accordance with the Underwriting Agreement and the articles of association of the Company, in an amount of “cash consideration” (as such term is defined in section 583(3) of the Companies Act 2006) of not less than the nominal value of each such New Share, and (iii) valid entries in the books and registers of the Company shall have been made.

For the purposes of this opinion, the term “non-assessable” in relation to the New Shares, which has no recognised meaning in English law, means that, under the Companies Act 2006, the articles of association of the Company and any resolution taken under the articles of association of the Company approving the issue of the New Shares, no holder of such New Shares is liable, by reason solely of being a holder of such New Shares, for additional payments or calls for further funds by the Company or any other person.

General

This opinion is addressed to you in relation to the Registration Statement and may not be used or relied upon for any other purpose.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and further consent to the reference to Davis Polk & Wardwell London LLP under the caption “Legal Matters” in the prospectus included in the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC thereunder.

Capitalised terms used in this opinion shall, unless otherwise defined, have the meaning given to them in the Schedules to this opinion.

Yours faithfully

/s/ Davis Polk & Wardwell London LLP

Davis Polk & Wardwell London LLP is a limited liability partnership formed under the laws of the State of New York,

USA and is authorised and regulated by the Solicitors Regulation Authority with registration number 566321.

Davis Polk includes Davis Polk & Wardwell LLP and its associated entities.


Royalty Pharma plc    3    22 May 2020

 

SCHEDULE 1

DOCUMENTS EXAMINED

For the purposes of this opinion, we have examined the following documents:

 

1.

a copy of the Registration Statement filed with the SEC on 22 May 2020;

 

2.

a draft of the underwriting agreement referred to in the prospectus which is a part of the Registration Statement, to be entered into by the Company in connection with the Offering (the “Underwriting Agreement”);

 

3.

a certificate from a director of the Company dated 22 May 2020 (the “Certificate”) having attached to it:

 

  (a)

a copy of the certificate of incorporation of the Company, certified to be a true and correct copy;

 

  (b)

a copy of the certificate of incorporation on re-registration as a public limited company of the Company, certified to be a true and correct copy;

 

  (c)

a copy of the articles of association of the Company, certified to be a true and correct copy as at the date hereof; and

 

  (d)

a copy of a draft of the articles of association to be adopted by the Company in connection with the initial public offering of its Class A ordinary shares, certified to be a true and correct copy as at the date hereof;

 

4.

the results of an on-line search of the entries shown on the Companies House Direct online service on 21 May 2020 with respect to the Company (the “Company Search”); and

 

5.

the results of a telephone search with the Companies Court in London of the Central Index of Winding Up Petitions on 21 May 2020 with respect to the Company (the “Central Registry Search”),

and we have relied upon the statements as to factual matters contained in or made pursuant to each of the above-mentioned documents and search results.

Except as stated above we have not examined any contracts, instruments or other documents or any corporate records of any party and have not made any other enquiries.


Royalty Pharma plc    4    22 May 2020

 

SCHEDULE 2

ASSUMPTIONS

For the purposes of this opinion, we have assumed:

 

1.

all documents submitted to us as originals are authentic and complete;

 

2.

all documents submitted to us as copies, whether in physical or electronic form, conform to authentic, complete originals and, where a document (including, without limitation, the Underwriting Agreement) has been examined by us in draft or specimen form, it will be or has been executed in the form of that draft or specimen;

 

3.

all signatures, stamps and seals on all documents that we reviewed are genuine;

 

4.

the capacity, power and authority to execute, deliver and perform each of the documents listed in Schedule 1 to this opinion by or on behalf of each of the parties to such documents;

 

5.

none of the documents examined by us has been amended or modified in any way, and there are no other arrangements or course of dealings which modify, supersede or otherwise affect any of the terms thereof, and no unknown facts or circumstances (and no documents, agreements, instruments or correspondence) which are not apparent from the face of the documents listed in Schedule 1 to this opinion or which have not been disclosed to us that may affect the conclusions in this opinion;

 

6.

the words and phrases used in the Underwriting Agreement have the same meaning and effect as they would have if it were governed by English law;

 

7.

each of the statements contained in the Certificate is true and correct as at the date of the Certificate and as at the date hereof and will be as at the time of the allotment and issue of the New Shares;

 

8.

that the directors of the Company, in authorising the allotment and issue of the New Shares, will exercise their powers in accordance with their duties under all applicable laws and the articles of association of the Company in force at the relevant time, and that all such further meetings of the board of directors of the Company or any duly authorised and constituted committee of the board of directors of the Company which may be required in order validly to allot and issue the New Shares will be duly convened and held and the requisite resolutions to give effect to their allotment and issue will be duly passed;

 

9.

that immediately prior to the allotment and issue of the New Shares, the directors of the Company will have sufficient authorities and powers conferred upon them under section 551 of the Companies Act 2006 and under section 570 or section 571 of the Companies Act 2006 to allot and issue such New Shares in each case in compliance with Part 17 of the Companies Act 2006, and the directors of the Company shall not allot or issue (or purport to allot or issue) New Shares in excess of such authorities and powers or in breach of any other limitation on their ability duly and properly to allot and issue the New Shares;

 

10.

that the name of the relevant allottees and the New Shares allotted are duly entered in the register of members of the Company and all filings required to be filed with the Registrar of Companies or otherwise in connection therewith will be filed within, in each such case, the relevant time limits;


Royalty Pharma plc    5    22 May 2020

 

11.

the information revealed by the Company Search (i) was accurate in all respects and has not since the time of such search been altered, and (ii) was complete and included all relevant information which should properly have been submitted to the Registrar of Companies;

 

12.

the information revealed by the Central Registry Search was accurate in all respects and has not since the time of such enquiry been altered; and

 

13.

the Company has complied with and will comply with all applicable provisions of Regulation (EU) No 596/2014 on market abuse (“MAR”), Regulation (EU) No. 2017/1129 (the “Prospectus Regulation”), the Financial Services and Markets Act 2000 (the “FSMA”), the Financial Services Act 2012 (the “FSA”) and the Alternative Investment Fund Managers Regulations (SI 2013/1773) (the “AIFM Regulations”), and any regulations made under any of MAR, the Prospectus Regulation, the FSMA, the FSA and the AIFM Regulations with respect to anything done or to be done by it in connection with the New Shares, any other securities of the Company, any of the documents listed in Schedule 1 to this opinion or the offer or issue of ordinary shares in the capital of the Company in, from, or otherwise involving the United Kingdom including, without limitation, Article 14 (prohibition of insider dealing etc.) and Article 15 (prohibition of market manipulation) of MAR, section 19 (the general prohibition) and section 21 (restrictions on financial promotion) of the FSMA, section 89 (misleading statements), section 90 (misleading impressions) and section 91 (misleading statements etc in relation to benchmarks) of the FSA, and Article 59 (marketing under Article 42 of the Directive) of the AIFM Regulations.


Royalty Pharma plc    6    22 May 2020

 

SCHEDULE 3

QUALIFICATIONS

Our opinion is subject to the following qualifications:

 

1.

the Company Search is not capable of revealing conclusively whether or not, inter alia, (i) a winding-up order has been made or a resolution passed for the winding up of a company; or (ii) an administration order has been made; or (iii) a receiver, administrative receiver, administrator or liquidator has been appointed; or (iv) a court order has been made under the Cross-Border Insolvency Regulations 2006, since notice of these matters may not be filed with the Registrar of Companies immediately and, when filed, may not be entered on the electronic records of the relevant company immediately. In addition, the Company Search is not capable of revealing, prior to the making of the relevant order or the appointment of an administrator otherwise taking effect, whether or not a winding-up petition or an application for an administration order has been presented or notice of intention to appoint an administrator under paragraphs 14 or 22 of Schedule B1 to the Insolvency Act 1986 has been filed with the court;

 

2.

the Central Registry Search relates only to the presentation of (i) a petition for the making of a winding-up order or the making of a winding-up order by the Court; (ii) an application to the High Court of Justice in London for the making of an administration order and the making by such court of an administration order; and (iii) a notice of intention to appoint an administrator or a notice of appointment of an administrator filed at the High Court of Justice in London. It is not capable of revealing conclusively whether or not such a winding-up petition, application for an administration order, notice of intention or notice of appointment has been presented or winding-up or administration order granted;

 

3.

this opinion is subject to all applicable laws relating to bankruptcy, insolvency, liquidation, administration, voluntary arrangement, scheme of arrangement, moratorium, reorganisation, rescheduling, fraudulent transfer, preference, transactions at undervalue or other laws of general application relating to or affecting the rights of creditors;

 

4.

we have not been responsible for investigating or verifying the accuracy of the facts, including the statements of foreign law or the reasonableness of any statement or opinion or intention contained in or relevant to the Registration Statement or any other document referred to therein, or that no material facts have been omitted therefrom; and

 

5.

we express no opinion as to whether the Registration Statement (or any part of it) contains all the information required to be contained in it or whether the persons responsible for the Registration Statement have discharged their obligations thereunder.

EX-10.1 3 d862976dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

MANAGEMENT AGREEMENT

Dated as of            , 2020

This MANAGEMENT AND SERVICES AGREEMENT (this “Agreement”) is effective as of the             day of            , 2020, 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).

R E C I T A L S:

WHEREAS, the Company was formed for the purpose of investing its assets in RP Holdings or any other Subsidiary;

WHEREAS, the Company desires to avail itself of the experience, sources of information, advice and assistance of the Manager and to have the Manager perform various investment management services for the Company; and

WHEREAS, the Manager is willing to perform such services under the terms and conditions as set forth herein and in accordance with the terms of the Articles of Association of the Company (“Organizational Documents”) and subject to the oversight of the Board of Directors.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Definitions.

Unless otherwise expressly provided in this Agreement, the following terms used in this Agreement shall have the following meanings:

 

Advisers Act

   means the U.S. Investment Advisers Act of 1940, as amended.

Affiliate

   with respect to any specified Person, any Person directly or indirectly Controlling, Controlled by or under common Control with such Person; provided that for purposes of this Agreement, each of the Company and Pharmakon shall not be deemed to be an Affiliate of the Manager.

Agreement

   shall have the meaning set forth in the preamble of this Agreement.

Applicable Party

   means EPA Holdings, the Manager or an executive of the Manager or EPA Holdings (including Mr. Legorreta).

Board of Directors

   means the board of directors of the Company.

 

1


Business Day

   means a day which is not a Saturday, Sunday or a day on which banks in New York City, Dublin and London are authorized or required by law to close.

Cash Receipts

   with respect to each investment that is indirectly held by the Company through a Subsidiary, all cash proceeds received in respect of such investment during the applicable period.

Cause

   will exist where (i) an Applicable Party has committed (or in the case of Applicable Parties who are executives, caused EPA Holdings or the Manager to commit) a material breach of the governing documents of the Company, the limited partnership agreement of a Continuing Investors Partnership, or this Agreement; (ii) an Applicable Party has committed (or in the case of Applicable Parties who are executives, caused EPA Holdings or the Manager to commit) willful misconduct in connection with the performance of its duties under the terms of the governing documents of the Company, the limited partnership agreement of a Continuing Investors Partnership, or this Agreement, (iii) there is a declaration of bankruptcy by the Applicable Party or (iv) there is a determination by any court with proper jurisdiction that an Applicable Party has committed an intentional felony or engaged in any fraudulent conduct, in each such case of clauses (ii) and (iv) which has a material adverse effect on the business, assets or condition (financial or otherwise) or prospects of the RPI Group and its Affiliates (taken as a whole).

Code

   means the U.S. Internal Revenue Code of 1986, as amended and as hereafter amended, or any successor law.

Company

   shall have the meaning set forth in the preamble of this Agreement.

Competing Fund

   means a limited partnership or pooled investment vehicle, other than the Company or any direct or indirect Subsidiary of the Company and any of the Legacy Vehicles for which the Manager or any of its Affiliates acts as the general partner or investment manager, that are formed for the purpose of investing in Royalty Investments, other than any vehicle managed by Pharmakon or its successor, or any vehicle approved by the independent members of the Board of Directors.

 

2


Confidential Information

   any proprietary information relating to the organization, finances, business, transactions or affairs of the Company or the Manager or any of their Affiliates as the case may be.

Continuing International Investors Partnership

   RPI International Holdings 2019, LP, a Cayman Islands exempted limited partnership.

Continuing Investors Partnership

   means each of the Continuing International Investors Partnership and the Continuing US Investors Partnership.

Continuing US Investors Partnership

   RPI US Partners 2019, LP, a Delaware limited partnership.

Control

   with respect to any Person, the possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) of such Person; provided, however, that customary approval and veto rights granted to minority equity holders of a Person shall not be deemed to constitute “Control” of such Person.

Effective Date

   means the date as of which the Manager ceases to furnish services to the Company.

EPA Holdings

   RPI EPA Holdings, LP, a Delaware limited partnership.

FATCA

   means the legislation known as the U.S. Foreign Account Tax Compliance Act, Sections 1471 through 1474 of the Code, and any regulations (whether proposed, temporary or final), including any subsequent amendments, and administrative guidance promulgated thereunder (or which may be promulgated in the future), any intergovernmental agreements and related statutes, regulations or rules and other guidance thereunder, any governmental authority pursuant to the foregoing, and any agreement entered into with respect thereto.

Initial Term

   shall have the meaning set forth in Section 18 (Term).

Indemnittee

   shall have the meaning set forth in Section 15(a) (Indemnification).

Legacy Vehicle

   means any limited partnership, pooled investment vehicle or entity that is under common Control with or is managed by the Manager or its Affiliates; provided that Legacy Vehicle shall not include the Company and any of its Subsidiaries that invests, directly or indirectly, in RPI or Old RPI.

 

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Manager

   shall have the meaning set forth in the preamble of this Agreement.

Old RPI

   means Royalty Pharma Investments, an Irish Unit Trust.

Operating and Personnel Payment

   shall have the meaning set forth in Section 12 (Operating and Personnel Payment).

Organizational Documents

   shall have the meaning set forth in the recitals of this Agreement.

Other Accounts

   means other funds, investment vehicles or accounts to which the Manager provides investment services.

Person

   means a natural person, partnership, limited liability company, corporation, unincorporated association, joint venture, trust, state or any other entity or any governmental agency or political subdivision thereof.

Pharmakon

   means Pharmakon Advisors LP, a Delaware limited partnership.

Renewal Term

   shall have the meaning set forth in Section 18 (Term).

Royalties

   means intellectual property (including patents) or other contractual rights to income derived from the sales of, or revenues generated by, pharmaceutical, biopharmaceutical, medical and/or healthcare products, processes, devices, or enabling and delivery technologies that are protected by patents, trademarks or copyrights, governmental or other regulations or otherwise by contract.

Royalty Investment

   means (i) Royalties; (ii) ownership interests in any entities formed for the purpose of holding Royalties or substantially all of the assets of which consist of Royalties; (iii) any securities, investments or contracts that may provide a hedge for Royalties; and (iv) other assets and investments considered by the Manager to be related to the foregoing.

RP Holdings

   means Royalty Pharma Holdings Limited, a company established under the laws of England and Wales.

 

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RPI

   means Royalty Pharma Investments 2019 ICAV, a Irish Collective Asset-management Vehicle.

RPI Group

   means RPI and its Subsidiaries.

Shareholder

   means a shareholder of the Company.

Subsidiary

   means any Other Account, Control of which is held directly or indirectly by the Company.

VAT

   means any value added tax or any similar sales, use or turnover tax.

Section 2. Interpretation and Construction.

(a) In this Agreement, unless a clear contrary intention appears:

(i) common nouns and pronouns and any variation thereof shall be deemed to refer to masculine, feminine, or neuter, singular or plural, as the identity of the Person, Persons or other reference in the context requires;

(ii) where specific language is used to clarify by example a general statement contained in this Agreement, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates;

(iii) “any” shall mean “one or more”;

(iv) ‘‘including” and with correlative meaning “include” means including without limiting the generality of any description preceding such term; and

(v) all references to “funds”, “dollars” or “payments” shall mean United States dollars.

(b) The language used in this Agreement has been chosen by the parties to express their mutual intent, and no rule of construction or interpretation requiring this Agreement to be construed or interpreted against any party shall apply.

Section 3. Appointment of the Manager. The Manager shall act as manager to the Company and shall have the discretion to make all day-to-day decisions of the Company relating to its investment activities subject to the oversight, direction and control by the Board of Directors. The Manager shall act as the “alternative investment fund manager” of the Company for the purposes of The Alternative Investment Fund Managers Directive 2011/61/EU and the relevant implementing and related information thereunder, and shall do all such things and perform all such acts to maintain such status. The Manager undertakes to give the Company the benefit of its best judgment and efforts in rendering its services.

 

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Section 4. Authority of the Manager. In connection with its obligations hereunder, the Manager shall have the authority for and in the name of the Company, subject to Section 5 (Policies of the Company) and Section 11 (Investments), to:

(a) invest the Company’s assets, through RP Holdings or any other Subsidiary;

(b) direct the formulation of investment policies and strategies for the Company, and select and approve the investment of Company funds, all in accordance with the provisions and limitations of this Agreement;

(c) open, maintain and close bank accounts and draw checks or other orders for the payment of money and open, maintain and close brokerage, money market fund and similar accounts;

(d) hire for usual and customary payments and expenses consultants, brokers, attorneys, accountants and such other agents for the Company as it may deem necessary or advisable, and authorize any such agent to act for and on behalf of the Company;

(e) enter into, execute, maintain and/or terminate contracts, undertakings, agreements and any and all other documents and instruments in the name of the Company and do or perform all such things as may be necessary or advisable in furtherance of the Company’s powers, objects or purposes or to the conduct of the Company’s activities, including entering into acquisition agreements to make or dispose of investments (or consenting or authorizing any Subsidiary to do the same) which agreements may include such representations, warranties, covenants, indemnities and guaranties as the Manager deems necessary or advisable;

(f) make, in its sole discretion, any and all elections for U.S. federal, state, local and foreign tax matters;

(g) manage, acquire or dispose of investments for the Company as permitted hereunder and under the Organizational Documents;

(h) vote, in its sole discretion, any shares, units or interests of any Subsidiary held by the Company or otherwise authorize, approve or adopt any matter presented to the holders of shares, units or interests of any Subsidiary held by the Company;

(i) engage attorneys, independent accountants, other service providers, investment banks, accountants and other advisers and such other Persons as the Manager may deem necessary or advisable;

(j) provide service providers and advisers to the Company, with such information and instructions as may be necessary to enable such service providers and advisers to perform their duties in accordance with the applicable agreements;

 

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(k) authorize any partner, member, employee or other agent of the Manager or its Affiliates or other agent of the Company to act for and on behalf of the Company in all matters incidental to the foregoing; and

(l) do any and all acts on behalf of the Company as the Manager may deem necessary or advisable in connection with the maintenance and administration of the Company, and exercise all rights of the Company, with respect to their interest in any Person, including the voting of securities, participation in arrangements with creditors, the institution and settlement or compromise of proceedings and other like or similar matters.

The Company hereby appoints the Manager as its attorney-in-fact to act in the Company’s name, place and stead on behalf of the Company in any and all matters relating to the investment of the cash and other assets of the Company and to sign, execute and deliver any and every conceivable right (including, without limitation, any contract, agreement, instrument, consent, notice or acknowledgement) and to do all other acts and things and take any and every act or action, in each case in the Company’s name and on the Company’s behalf, which the Manager in its sole discretion deems necessary or otherwise appropriate in the performance of its duties under this Agreement. The power of attorney hereby granted by the Company to the Manager pursuant to this Section shall remain in force during the continuance of this Agreement and all acts done and documents signed or executed by the Manager in good faith in the purported exercise of any authority conferred by or purport to this power of attorney shall for all purposes be valid and binding on the Manager.

Section 5. Policies of the Company. The activities engaged in by the Manager on behalf of the Company shall be subject to the policies, instructions, oversight and control of the Board of Directors. The Manager shall submit periodic reports to the Board of Directors regarding the Manager’s activities hereunder on at least a quarterly basis or as otherwise instructed by the Board of Directors from time to time.

Section 6. Notice to the Board of Directors. The Manager shall use commercially reasonable efforts to provide at least 72 hours (and, in any event at least 24 hours) prior written notice to the Board of Directors, in accordance with such procedures as they may specify from time to time upon written notice to the Manager, for any the following actions: (i) any investment involving greater than $50 million (measured at the time of investment), (ii) any incurrence of indebtedness for borrowed money or securitization (including any refinancing thereof) involving greater than $100 million(other than transactions for the purposes of hedging portfolio exposure) and (iii) any other material matter that is expressly designated by the Board of Directors in writing to the Manager as a matter requiring prior written notice.

Section 7. Covenant/Devotion of Time. Without consent of the Board of Directors, the Manager shall not be permitted to manage an Other Account that invests in or acquires Royalties, directly or indirectly, other than the Company, any Subsidiary and any Legacy Vehicle. The executives of the Manager must devote substantially all of their business time to managing the Company, its Subsidiaries and any Legacy Vehicle, unless otherwise approved (i) prior to the date of this Agreement, by the investment committee of Old RPI or RPI or (ii) subsequent to the date of this Agreement, by the Board of Directors. Any action that has been approved by the investment committee of Old RPI or New RPI or the Board of Directors as set forth in the immediately preceding sentence shall be set forth on Exhibit B.

 

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Section 8. Non-Competition and Non-Solicit.

(a) Every named executive officer of the Manager shall not during its tenure as an executive of the Manager and for a period of 18-months following the termination of its engagement with or employment by the Manager directly or indirectly, (i) close, advise, manage or act as the general partner, investment manager, investor, consultant, independent contractor, servicer, advisor, director, officer, member, manager or employee to, of, in or for any Competing Fund or (ii) solicit the services of any Person who is then an employee of the Manager or solicit any investor or potential investor in the Company or any Other Account.

(b) Each of the Manager and its Affiliates shall not during the time it is acting as manager or general partner or in a similar capacity for the Company and for a period of 12-months following any termination of this Agreement for Cause or nonrenewal by the Manager directly or indirectly, close, advise, manage or act as the general partner, investment manager, investor, consultant, independent contractor, servicer, advisor, director, officer, member, manager or employee to, of, in or for any Competing Fund.

Section 9. Status of the Manager. The Manager shall, for all purposes hereof, be an independent contractor and not an employee of the Company and nothing in this Agreement shall be construed as making the Company a partner or co-venturer with the Manager or any of its Affiliates or Other Accounts. The Manager shall not have authority to act for, represent, bind or obligate the Company, except as specifically provided in this Agreement.

Section 10. Succession Plan. The Manager has established the succession plan attached hereto as Exhibit A.

Section 11. Investments. All investments of the Company and other activities undertaken by the Manager on behalf of the Company shall at all times conform to and be in accordance with the requirements imposed by the following:

(a) any provisions of applicable law and regulation;

(b) provisions of the Organizational Documents; provided, however, that the Manager shall not be bound by any update, modification or amendment of any Organizational Document unless and until it has been given notice thereof and has been provided with a copy of such update, modification or amendment; and

(c) without prejudice to Section 6 (Notice to the Board of Directors), such policies, compliance procedures and reporting requirements as may be adopted from time to time by the Board of Directors; provided, however, that the Manager shall not be bound by any such policies, unless and until it has been given notice thereof.

 

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Section 12. Operating and Personnel Payment.

(a) The Manager shall receive a quarterly operating and personnel payment of GBP 100,000 exclusive of VAT (the “Operating and Personnel Payment”). The Operating and Personnel Payment shall be payable quarterly in advance as of the first Business Day of each fiscal quarter. The Company and its Subsidiaries shall have no personnel of their own. For any partial fiscal quarter in respect of which the Operating and Personnel Payment is being paid, the Company shall pay only a proportionate amount thereof based on the number of days in such fiscal quarter. If this Agreement is terminated for Cause during a quarter, the Manager shall refund to the Company the amount of the Operating and Personnel Payment allocable to that portion of the fiscal quarter following such termination and no further Operating and Personnel Payment shall be payable to the Manager hereunder.

(b) To the extent that an investment of the Company is made through a Subsidiary other than RPI, then the Company shall cause such Subsidiary to enter into a management agreement with the Manager on substantially the same terms as the Management Agreement between the Manager and RPI, including with respect to any operating and personnel payment.

Section 13. Expenses of the Manager. The Manager or its Affiliates, but not the Company or any of its Subsidiaries or any Shareholder, shall bear and be charged with the following costs and expenses of the Company’s activities (including, in each case, any related VAT): (a) any costs and expenses of providing to the Company the office overhead necessary for the Company’s operations, including, but not limited to, rent and other normal overhead and operating expenses; (b) the compensation of the Manager’s personnel, including, but not limited to, benefits, and other expenses for such personnel; and (c) similar expenses to the extent that such expenses are not subject to reimbursement by the Company pursuant to Section 14 (Company Expenses).

Section 14. Company Expenses. The Company shall bear and be charged with all expenses of the Company and its Subsidiaries (through its investment in such Subsidiaries) other than expenses that are expressly borne by the Manager pursuant to Section 13 (Expenses of the Manager) including, without limitation, the following costs and expenses of the Company (including, in each case, any related VAT):

(a) all administrative and operating expenses incurred on its behalf, including interest and financing expenses, expenses of custodians, administrators, accountants, auditors and outside counsel, the cost of the preparation of financial statements, reports to Shareholders, the annual audit, financial and tax returns and tax reports required for the Company and the Shareholders, extraordinary items such as litigation and indemnification expenses, and any taxes, fees or other government charges levied against the Company;

(b) independent valuation expenses (if applicable);

(c) expenses incurred in providing any reporting to Shareholders or regulatory reporting, printing and mailing costs;

 

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(d) third party research costs and expenses;

(e) administrative expenses (including any fee payable to an administrator, if appointed by the Company), government fees and taxes (if any);

(f) expenses incurred in connection with any meeting of the Shareholders, including, without limitation, travel, meal and lodging expenses and ancillary activities related thereto;

(g) fees and expenses related to regulatory compliance burdens of the Company or any Subsidiary or any investment of any Subsidiary, including compliance with FATCA;

(h) any registration or filing fees relating to the Company or any Subsidiary;

(i) all out-of-pocket costs and expenses, if any, incurred in analyzing, conducting due diligence, holding, developing, negotiating, structuring, acquiring and disposing of investments and prospective investments, whether or not ultimately made, and disposing of actual investments, including without limitation any financing, legal, accounting, advisory and consulting expenses in connection therewith (to the extent the Manager is not otherwise reimbursed by another party or the costs are not capitalized as part of the acquisition price of the transaction);

(j) expenses (including travel expenses) incurred in connection with investigating investment opportunities, developing business opportunities for the Subsidiaries of the Company and monitoring their investments (including attending medical and industry conferences);

(k) interest on and fees and expenses arising out of all borrowings made by or on behalf of the Company, including, but not limited to, the arranging thereof;

(l) costs of any litigation, Directors & Officers liability or other insurance and indemnification or extraordinary expense or liability relating to the affairs of the Company;

(m) expenses of liquidating the Company;

(n) any taxes, fees or other governmental charges levied against the Company and all expenses incurred in connection with any tax audit, investigation, settlement or review of the Company;

(o) any expenses in connection with the Board of Directors;

(p) contributions to charities, research hospitals and academic institutions reasonably related to the life sciences industry and the cost of sponsoring life science industry conferences and marketing events in each case, to strengthen the “Royalty Pharma” brand and relationships in the life sciences community; provided that the expenses set forth in this clause shall not exceed 0.25% of annual Cash Receipts during any fiscal year (measured as of the end of such fiscal year);

 

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(q) legal and accounting fees and expenses and other expenses incurred by the Company in connection with the preparation for, and conduct and closing of any offering of additional shares in the Company;

(r) the Company’s pro rata share of the expenses incurred in the formation of any Subsidiary; and

(s) any costs and expenses incurred in connection with the contemplation of, formation of, listing and ongoing operation of the Company, including any third-party expenses of managing the Company, such as accounting, audit, legal, reporting, compliance, administration (including directors’ fees), financial advisory, consulting, investor relations, and insurance expenses relating to the affairs of the Company.

The Company shall promptly reimburse the Manager or any of its Affiliates, as the case may be, to the extent that any of the costs and expenses set forth in this Section 14 are paid by such entities.

Section 15. Exculpation.

(a) To the fullest extent permitted by law, none of the Manager, its Affiliates (including EPA Holdings) and their respective officers, directors, stockholders, members, employees, agents and partners, and any other person who serves at the request of the Manager on behalf of the Company as an officer, director, employee or agent of, or with respect to, any other entity (each, an “Indemnitee”) shall be liable to the Company or any Subsidiary or any Shareholder for (i) any act or omission taken or suffered by an Indemnitee in connection with the conduct of the affairs of the Company or otherwise in connection with this Agreement or the matters contemplated herein, unless such act or omission resulted from fraud, bad faith, willful misconduct, gross negligence, a material breach of this Agreement which is not cured in accordance with the terms of this Agreement or a violation of applicable securities laws by such Indemnitee, and except that nothing herein shall constitute a waiver or limitation of any rights which a Shareholder of the Company may have under applicable securities laws or other laws and which may not be waived, or (ii) any mistake, negligence, dishonesty or bad faith of any broker or other agent of the Company selected and monitored by the Manager with reasonable care.

(b) To the extent that, at law or in equity, the Manager has duties (including fiduciary duties) and liabilities relating thereto to the Company or another Shareholder, the Manager acting under this Agreement or refraining from taking action under this Agreement, shall not be liable to the Company or to any such other Shareholder for its actions or inaction, taken or suffered in good faith and in reliance on the provisions of this Agreement, provided, that such action or inaction does not constitute fraud, bad faith, willful misconduct or gross negligence. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of the Manager otherwise existing at law or in equity, are agreed by the Shareholders to modify to that extent such other duties and liabilities of the Manager.

 

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(c) The Manager may consult with legal counsel and accountants selected by it and any act or omission taken or suffered by it on behalf of the Company or in furtherance of the interests of the Company, taken or suffered in good faith and in reasonable reliance thereon, upon and in accordance with the advice of such counsel or accountants shall be full justification for any such act or omission, and the Manager shall be fully protected and held harmless in so acting or omitting to act; provided, such counsel or accountants were selected and monitored with reasonable care. Notwithstanding any of the foregoing to the contrary, the provisions of this Section shall not be construed so as to provide for the exculpation of any Indemnitee for any liability (including liability under U.S. federal or state securities laws (which includes liability for violation of the anti-fraud provisions contained in Section 206 of the Advisers Act) which, under certain circumstances, impose liability even on Persons that act in good faith), to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section to the fullest extent permitted by law.

Section 16. Indemnification.

(a) To the fullest extent permitted by law, the Company shall indemnify and save harmless each Indemnitee from and against any and all claims, liabilities, damages, losses, penalties, actions, judgments, costs and expenses (including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim) of any nature whatsoever, known or unknown, liquidated or unliquidated, that are incurred by any Indemnitee or to which such Indemnitee may be subject by reason of its activities on behalf of the Company or any of its Subsidiaries or in furtherance of the interests of the Company or otherwise arising out of or in connection with the affairs of the Company, its Subsidiaries or Affiliates, including the performance by such Indemnitee of any of the Manager’s responsibilities under this Agreement and/or under the governing documents of any Subsidiary or otherwise in connection with the matters contemplated herein or therein; provided, that: (i) an Indemnitee shall be entitled to indemnification hereunder only to the extent that such Indemnitee’s conduct did not constitute fraud, bad faith, willful misconduct, gross negligence, a material breach of this Agreement which is not cured in accordance with the terms of this Agreement or a violation of applicable securities laws; (ii) nothing herein shall constitute a waiver or limitation of any rights which a Shareholder or the Company may have under applicable securities laws or other laws and which may not be waived; and (iii) the Company’s obligations hereunder shall not apply with respect to (x) economic losses or tax obligations incurred by any Indemnitee as a result of such Indemnitee’s ownership of an interest in the Company or in Royalty Investments, (y) expenses of the Company that an Indemnitee has agreed to bear or (z) amounts recoverable by the Indemnitee from other sources (including without limitation insurance) as provided in Section 16(d). The satisfaction of any indemnification and any saving harmless pursuant to this Section shall be from and limited to Company assets, and no Shareholder shall have any personal liability on account thereof. The conduct of the Manager and EPA Holdings shall be attributed to one another for purposes of determining whether indemnification is available pursuant to this Section and whether conduct meets the standards set forth in Section 15 (Exculpation).

 

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(b) Expenses reasonably incurred by an Indemnitee in defense or settlement of any claim that may be subject to a right of indemnification hereunder shall be advanced by the Company prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the Indemnitee to repay such amount to the extent that it shall be determined ultimately that such Indemnitee is not entitled to be indemnified hereunder.

(c) The right of any Indemnitee to the indemnification provided herein shall extend to such Indemnitee’s heirs, executors, administrators, successors, assigns and legal representatives and shall be cumulative of, and in addition to, any and all rights to which such Indemnitee may otherwise be entitled by contract or as a matter of law or equity. Notwithstanding the foregoing, no Indemnitee may have any other rights to indemnification from the Company or enter into, or make any claim under, any other agreement with the Company (whether direct or indirect) providing for indemnification except as otherwise set forth in this Agreement.

(d) Any Person entitled to indemnification from the Company hereunder shall first seek recovery under any other indemnity or any insurance policies by which such Person is indemnified or covered, as the case may be, but only to the extent that the indemnitor with respect to such indemnity or the insurer with respect to such insurance policy provides (or acknowledges its obligation to provide) such indemnity or coverage on a timely basis, as the case may be, and, if such Person is other than the Manager, such Person shall obtain the written consent of the Manager prior to entering into any compromise or settlement which would result in an obligation of the Company to indemnify such Person; and if liabilities arise out of the conduct of the affairs of the Company and any other Person for which the Person entitled to indemnification from the Company hereunder was then acting in a similar capacity, the amount of the indemnification provided by the Company shall be limited to the Company’s proportionate share thereof as determined by the Manager in light of its fiduciary duties to the Company and the Shareholders.

(e) Notwithstanding any of the foregoing to the contrary, the provisions of this Section shall not be construed so as to provide for the indemnification of any Indemnitee for any liability (including liability under U.S. federal or state securities laws (which includes liability for violation of the anti-fraud provisions contained in Section 206 of the Advisers Act) which, under certain circumstances, impose liability even on Persons that act in good faith), to the extent (but only to the extent) that such indemnification would be in violation of law, but shall be construed so as to effectuate the provisions of this Section to the fullest extent permitted by law.

 

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Section 17. Limitations on Reference to the Manager. The Company shall not distribute or circulate any sales literature, promotional or, save where required by applicable law, regulation or court order, other material which contains any reference to the Manager without the prior approval of the Manager, and, where practicable, shall submit in draft form all such materials requiring approval of the Manager, allowing sufficient time for review by the Manager and its counsel prior to any deadline for printing. If the Manager ceases to furnish services to the Company, the Company at its expense:

(a) as promptly as practicable, shall take all necessary action to cause the Organizational Documents to be amended to eliminate any reference to the Manager; and

(b) within 60 days after the Effective Date, shall cease to use in any other manner, including use in any `sales literature or promotional material, the name of the Manager, save where required by applicable law, regulation or court order.

Section 18. Term. This Agreement shall have an initial term of ten years (the “Initial Term”) ending on July 1, 2030 and shall have successive automatic renewal terms of three years thereafter (each, a “Renewal Term”), unless terminated by the Manager or the Company on at least 180 days’ prior written notice to the other party prior to the expiration of the Initial Term or any Renewal Term. The Manager and the Company shall meet to discuss renewal at least one year prior to the expiration of the Initial Term and any Renewal Term.

Section 19. Removal. Subject to the following provisions of this Section, during the Initial Term and each Renewal Term, this Agreement may only be terminated by the Company for Cause. If the Management Agreement with RPI, Old RPI, RP Holdings or any other Subsidiary is terminated for Cause then this Agreement shall automatically be terminated. The Company shall have the right to terminate the Manager following (i) a determination of Cause by a court or governmental body of competent jurisdiction in a final judgement or (ii) an admission of Cause by the Manager or EPA Holdings. In the event that Mr. Legorreta commits an act constituting Cause (while he is acting as chief executive officer of the Company), such action shall be imputed to EPA Holdings and the Manager. Any act constituting Cause committed by any other executive of EPA Holdings or the Manager (including Mr. Legorreta if he is no longer acting as chief executive officer of the Company) shall not be imputed to EPA Holdings and the Manager if the Manager terminates such executive’s engagement with, employment by or relationship with the Manager and EPA Holdings within such reasonable period of time as may be agreed to by the Board of Directors; provided that if such executive is not terminated within such period of time then such Cause event shall be imputed to EPA Holdings and the Manager.

Section 20. Choice of Law. Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all of the terms and provisions hereof shall be governed by and construed under the laws of the State of New York applicable to contracts made and to be entirely performed in such state.

Section 21. Confidentiality. Save as may be required by law or by any regulatory authority or agency or as may otherwise be contemplated by this Agreement, each of the parties hereto hereby covenants and undertakes with the other party hereto to keep secret and confidential and not to disclose to any person any Confidential Information PROVIDED HOWEVER that no party shall be required to keep secret and confidential any Confidential Information which has properly entered the public domain otherwise than through the default of such party save where the parties are compelled to do so by any self-regulatory body or by law. No public announcement shall be made or circular, notice or advertisement issued in connection with the subject matter of this Agreement by either of the parties hereto without the prior approval of the other party hereto

 

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Section 22. Severability. If any provision of this Agreement is invalid or unenforceable under any applicable law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such applicable law. Any provision hereof which may be held invalid or unenforceable under any applicable law shall not affect the validity or enforceability of any other provisions hereof, and to this extent the provisions hereof shall be severable.

Section 23. Force Majeure. The Manager shall not be responsible for any loss of or damage to any property, securities, instruments or other assets of the Company for any failure to fulfil any of its duties hereunder if such loss, damage or failure is directly or indirectly caused by or due to any act of God, storm, tempest, accident, fire, water damage, riot, civil commotion, rebellion, strike, lock-out, government or military action or any other cause or circumstance beyond the control of the Manager, provided that the Manager shall use all reasonable efforts to minimize the effects thereof.

Section 24. Forum. To the fullest extent permitted by law, in the event of any proceeding arising out of the terms and conditions of this Agreement, the parties hereto irrevocably (i) consent and submit to the exclusive jurisdiction of the Supreme Court, State of New York, New York County and of the U.S. District Court for the Southern District of New York, (ii) waive any defense based on doctrines of venue or forum non conveniens, or similar rules or doctrines, and (iii) agree that all claims in respect of such a proceeding must be heard and determined exclusively in the Supreme Court, State of New York, New York County or the U.S. District Court for the Southern District of New York. Process in any such proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

Section 25. Notices.

(a) Each notice relating to this Agreement shall be in writing and delivered in person, by registered or certified mail, by Federal Express or similar overnight courier service, by electronic mail (e-mail) to the address or e-mail address on record.

(b) Unless otherwise specifically provided in this Agreement, a notice shall be deemed to have been effectively given when delivered personally, if delivered on a Business Day; the next Business Day after personal delivery, if delivered personally on a day that is not a Business Day; four Business Days after being deposited in the United States mail, postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or similar overnight courier; and when a reply e-mail acknowledging receipt is received by the sender, if e-mailed.

Section 26. Entire Agreement. This Agreement contains all of the terms agreed upon or made by the parties relating to the subject matter of this Agreement, and supersedes all prior and contemporaneous agreements, negotiations, correspondence, undertakings and communications of the parties, oral or written, respecting such subject matter.

 

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Section 27. Amendments and Waivers. No provision of this Agreement may be amended, modified, waived or discharged except as agreed to in writing by the parties. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

Section 28. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit the Company, the Manager, each Indemnified Party and their respective successors and permitted assigns. Any Person that is not a signatory to this Agreement but is nevertheless conferred any rights or benefits hereunder (e.g., officers, partners and employees of the Manager and others who are entitled to indemnification hereunder) shall be entitled to such rights and benefits as if such Person were a signatory hereto, and the rights and benefits of such Person hereunder may not be impaired without such Person’s express written consent. No assignment (as that term is defined under the Advisers Act) by either party of all or any portion of its rights, obligations or liabilities under this Agreement shall be permitted without the prior written consent of the other party to this Agreement.

Section 29. Headings. The headings of the Sections of this Agreement are for convenience of reference only, and are not to be considered in construing the terms and provisions of this Agreement. References to “Section” in this Agreement shall be deemed to refer to the indicated Section of this Agreement, unless the context clearly indicates otherwise.

Section 30. Discretion; Good Faith. Whenever in this Agreement the Manager is permitted or required to make a decision (i) in its “discretion” or under a grant of similar authority or latitude, the Manager shall be entitled to consider such interests and factors as it desires, including its own interests, or (ii) in its “good faith” or under another express standard, the Manager shall act under such express standard, shall not be subject to any other or different standard imposed by applicable law and may exercise its discretion differently with respect to different investors.

Section 31. Counterparts. Counterparts may be executed through the use of separate signature pages or in any number of counterparts with the same effect as if the parties executing such counterparts had all executed one counterpart. Each party understands and agrees that any portable document format (PDF) file, facsimile or other reproduction of its signature on any counterpart shall be equal to and enforceable as its original signature and that any such reproduction shall be a counterpart hereof that is fully enforceable in any court or arbitral panel of competent jurisdiction.

Section 32. Survival. The provisions of the Section entitled Operating and Personnel Payment (only to the extent that the Operating and Personnel Payment is earned by the Manager prior to termination of this Agreement), and the Sections entitled Covenant/Devotion of Time, Non-Competition, Succession Plan, Exculpation, Indemnification, Limitations on Reference to the Manager, Choice of Law, Forum, Notices, Entire Agreement, Binding Effect; Assignment, Survival and Waiver of Jury Trial shall survive the termination of this Agreement.

 

16


Section 33. Waiver of Jury Trial. EACH PARTY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY TO THE EXTENT PERMITTED BY LAW IN ANY PROCEEDING ARISING OUT OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS WAIVER APPLIES TO ANY PROCEEDING, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. EACH PARTY ACKNOWLEDGES THAT IT HAS RECEIVED THE ADVICE OF COMPETENT COUNSEL.

 

17


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

 

ROYALTY PHARMA PLC                    RP MANAGEMENT, LLC
By:   

                                  

      By:   

                                  

Name: Pablo Legorreta       Name: George Lloyd
Title: Director       Title:   Executive Vice President, Investments & General Counsel

Management Agreement Signature Page


Exhibit A - Succession Plan

Succession

The Compensation Committee of the Board of Directors, in consultation with the Manager, will develop temporary and permanent succession plans for senior management of the Manager, including Pablo Legorreta, Terrance Coyne, Chris Hite, George Lloyd, and James Reddoch. These succession plans will be updated and reviewed periodically with the Compensation Committee, which will report to the Board of Directors.

Temporary Succession Plan

The temporary succession plan:

 

   

will provide a plan for filling the position of the CEO and other member of the senior management on a temporary basis if such person is incapacitated, quits, is terminated, or is otherwise unable to fulfill his duties (“Unavailable”);

 

   

will name one or more current members of senior management of the Manager as potential interim CEO(s) in the event Mr. Legorreta or his successor is Unavailable; and

 

   

will also address potential replacements, contingent hires and/or other temporary arrangements for other members of the senior management of the Manager in the event such person is Unavailable.

The Compensation Committee, in consultation with the Manager, will assess and provide feedback to the Manager regarding the Manager’s senior management team, with the objective of evaluating the Manager’s internal capabilities to handle an executive transition, including the ability of certain executives to assume other senior executive roles on an interim or permanent basis, should it become necessary.

The Board of Directors will meet promptly following the triggering of the temporary succession plan to begin discussions regarding a permanent replacement for the CEO or other members of senior management.

Permanent Succession

If the CEO or another member of senior management of the Manager is Unavailable, that Unavailability is expected to be permanent, and the temporary succession plan does not provide a replacement for that member of senior management that is approved as a long-term replacement for that position by a majority of the independent directors of the Board of Directors, the Manager, in consultation with the Compensation Committee of the Board of Directors, will immediately retain an executive recruiting firm to begin a search process for a permanent replacement for the position in question. The search for a permanent successor may include current members of senior management of the Manager, whether or not named in the proposed in the temporary succession plan. The appointment of any permanent successor to the CEO shall be subject to the consent of a majority of the independent directors of the Board of Directors.


Exhibit B –Approved Actions

 

Pablo Legorreta acting as a trustee, executor, administrator, manager, investment advisor, consultant or in any other similar capacity solely for, on behalf of, with respect to or in connection with any Legorreta Family Trust or Legorreta Family Entity. For purposes of the foregoing, (a) a “Legorreta Family Trust” shall mean (i) any trust established at any time by any Legorreta Family Member for the primary benefit of one or more Legorreta Family Members and/or (ii) the estate of any deceased Legorreta Family Member; (b) a “Legorreta Family Entity” shall mean a corporation, partnership limited liability company or similar entity the sole shareholders, members or partners of which are one or more Legorreta Family Members; (c) a “Legorreta Family Member” shall mean: (i) Pablo Legorreta, (ii) a spouse or former spouse of Pablo Legorreta, (iii) a descendant of Pablo Legorreta, (iv) a grandparent of Pablo Legorreta or of any spouse or former spouse of Pablo Legorreta, (v) a descendant of such a grandparent, and/or (vi) a spouse or former spouse of any descendant described in (iii) and (v); and (d) the word “descendant” shall include any individual adopted prior to the age of 18 years and any descendant of such an individual.

 

Pablo Legorreta is a co-founder of and has significant influence over Pharmakon Advisors, LP (“Pharmakon”). Mr. Legorreta owns a 33% economic interest in Pharmakon.

 

The Manager is affiliated and shares physical premises with ITB-Med AB (“ITBMed”), which is a biopharmaceutical company. ITB-Med leases office space under a lease from the Manager. Pablo Legorreta is also a substantial equity holder of ITB-Med’s parent entity and has the right to appoint a portion of the board members of such parent entity

 

Pablo Legorreta serving as a member of the board of directors of New York Academy of Sciences, Rockefeller University, Brown University, the Hospital for Special Surgery, Pasteur Foundation (the U.S. affiliate of the French Institute Pasteur), Open Medical Institute, Park Avenue Armory, Epizyme, Inc., ITB-Med Pharmaceuticals, Nefro Health and ProKidney, LLC.

 

Pablo Legorreta is Honorary Chairman of Alianza Médica para la Salud

 

Christopher Hite serving as a member of the advisory board of FasterCures.

EX-10.2 4 d862976dex102.htm EX-10.2 EX-10.2

Exhibit 10.2

Deal CUSIP#: 74969AAA9

Term A-1 CUSIP#: 74969AAB7

Term B-1 CUSIP#: 74969AAC5

$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 BANK USA

and

MORGAN STANLEY SENIOR FUNDING, INC.,

as Co-Syndication Agents,

and

DNB BANK ASA, NEW YORK BRANCH

TD BANK, N.A,

BBVA USA,

THE BANK OF NOVA SCOTIA,

TRUIST BANK,

PNC BANK, NATIONAL ASSOCIATION,

BANK OF MONTREAL

and

UBS AG, STAMFORD BRANCH,

as Co-Documentation Agents

 

 

BANK OF AMERICA, N.A.,

CITIBANK, N.A.,

GOLDMAN SACHS BANK USA,

JPMORGAN CHASE BANK, N.A.

and

MORGAN STANLEY SENIOR FUNDING, INC.

as Joint Arrangers and Joint Book Managers


TABLE OF CONTENTS

 

          Page  
ARTICLE I

 

DEFINITIONS AND ACCOUNTING TERMS

 

Section 1.01

   Defined Terms      1  

Section 1.02

   Other Interpretative Provisions      40  

Section 1.03

   Accounting Terms and Determinations.      41  

Section 1.04

   Rounding      42  

Section 1.05

   Times of Day      42  

Section 1.06

   Currency Equivalents Generally      42  

Section 1.07

   Cashless Rollovers      42  

Section 1.08

   Interest Rates      43  

Section 1.09

   Delaware LLC Divisions      43  
ARTICLE II

 

THE TERM COMMITMENTS AND TERM LOANS

 

Section 2.01

   The Term Loans      43  

Section 2.02

   Borrowings, Conversions and Continuations of Term Loans      43  

Section 2.03

   Prepayments      45  

Section 2.04

   Termination of Term Commitments      48  

Section 2.05

   Repayment of Term Loans      48  

Section 2.06

   Interest      48  

Section 2.07

   Fees      49  

Section 2.08

   Computation of Interest and Fees      49  

Section 2.09

   Evidence of Debt      49  

Section 2.10

   Payments Generally; Administrative Agent’s Clawback.      50  

Section 2.11

   Sharing of Payments by Lenders      51  

Section 2.12

   Incremental Term Loans      52  

Section 2.13

   Defaulting Lenders      56  

Section 2.14

   Specified Refinancing Debt      57  
ARTICLE III

 

TAXES, YIELD PROTECTION AND ILLEGALITY

 

Section 3.01

   Taxes.      58  

Section 3.02

   Illegality      62  

Section 3.03

   Inability to Determine Rates      62  

Section 3.04

   Increased Costs; Reserves on Eurodollar Rate Loans      64  

Section 3.05

   Compensation for Losses      65  

Section 3.06

   Mitigation Obligations; Replacement of Lenders      66  

Section 3.07

   Survival      66  
ARTICLE IV

 

CONDITIONS PRECEDENT

 

Section 4.01

   Conditions to Closing Date Borrowings      66  


Table of Contents (cont.)

 

          Page  
ARTICLE V

 

REPRESENTATIONS AND WARRANTIES

 

Section 5.01

   Organization and Standing      70  

Section 5.02

   Due Qualification      70  

Section 5.03

   Power and Authority      70  

Section 5.04

   Binding Obligation      70  

Section 5.05

   No Proceedings      71  

Section 5.06

   Approvals      71  

Section 5.07

   Trust Indenture Act      71  

Section 5.08

   Investment Company Act      71  

Section 5.09

   Margin Regulations      71  

Section 5.10

   No Default      71  

Section 5.11

   Financial Statements.      71  

Section 5.12

   No Material Adverse Effect      72  

Section 5.13

   Properties and Interests      72  

Section 5.14

   Taxes      72  

Section 5.15

   ERISA      72  

Section 5.16

   Subsidiaries      72  

Section 5.17

   Disclosure      72  

Section 5.18

   Taxpayer Identification Number      73  

Section 5.19

   Compliance with Laws      73  

Section 5.20

   Security Agreement.      73  

Section 5.21

   OFAC      73  

Section 5.22

   Foreign Corrupt Practices Act      73  

Section 5.23

   PATRIOT Act      74  
ARTICLE VI

 

AFFIRMATIVE COVENANTS

 

Section 6.01

   Financial Statements      74  

Section 6.02

   Certificates and Other Information      75  

Section 6.03

   Notification      76  

Section 6.04

   Preservation of Existence      77  

Section 6.05

   Compliance with Laws      77  

Section 6.06

   Books and Records      77  

Section 6.07

   Inspection Rights      77  

Section 6.08

   Use of Proceeds      78  

Section 6.09

   Joinder of Subsidiaries and Affiliates as Guarantors      78  

Section 6.10

   Grant of Liens and Security Interests.      79  

Section 6.11

   Royalty Proceeds; Cash Management      80  

Section 6.12

   Anti-Corruption Laws; Sanctions      82  

Section 6.13

   Post-Closing Matters      82  
ARTICLE VII

 

NEGATIVE COVENANTS

 

Section 7.01

   Liens      82  

Section 7.02

   Investments      82  

Section 7.03

   Funded Debt      83  

 

- ii -


Table of Contents (cont.)

 

 

          Page  

Section 7.04

   Dissolution, Mergers and Subsidiaries      84  

Section 7.05

   Dispositions      84  

Section 7.06

   Distributions      85  

Section 7.07

   Limited Activities      85  

Section 7.08

   Fiscal Year      86  

Section 7.09

   Transactions with Affiliates      86  

Section 7.10

   Financial Covenants.      87  

Section 7.11

   Prepayments of Certain Indebtedness, etc.      87  
ARTICLE VIII

 

DEFAULTS

 

Section 8.01

   Events of Default      87  

Section 8.02

   Remedies upon Event of Default      89  

Section 8.03

   Application of Funds      90  
ARTICLE IX

 

AGENCY PROVISIONS

 

Section 9.01

   Appointment and Authority.      90  

Section 9.02

   Rights as a Lender      91  

Section 9.03

   Exculpatory Provisions      91  

Section 9.04

   Reliance by Administrative Agent      92  

Section 9.05

   Delegation of Duties      92  

Section 9.06

   Resignation of Administrative Agent      93  

Section 9.07

   Non-Reliance on Administrative Agent, the Arrangers and Other Lenders      94  

Section 9.08

   No Other Duties, Etc.      94  

Section 9.09

   Administrative Agent May File Proofs of Claim      94  

Section 9.10

   Collateral and Guaranty Matters      95  

Section 9.11

   Secured Cash Management Agreements and Secured Hedge Agreements      96  
ARTICLE X

 

MISCELLANEOUS

 

Section 10.01

   Amendments, Etc.      96  

Section 10.02

   Notices; Effectiveness; Electronic Communication      99  

Section 10.03

   No Waiver; Cumulative Remedies; Enforcement      101  

Section 10.04

   Expenses; Indemnity; Damage Waiver      101  

Section 10.05

   Payments Set Aside      103  

Section 10.06

   Successors and Assigns      103  

Section 10.07

   Treatment of Certain Information; Confidentiality      107  

Section 10.08

   Right of Setoff      108  

Section 10.09

   Interest Rate Limitation      108  

Section 10.10

   Counterparts; Integration; Effectiveness      108  

Section 10.11

   Survival of Representations and Warranties      109  

Section 10.12

   Severability      109  

Section 10.13

   Replacement of Lenders      109  

Section 10.14

   Governing Law; Jurisdiction Etc.      110  

Section 10.15

   Waiver of Jury Trial      111  

Section 10.16

   No Advisory or Fiduciary Responsibility      111  

 

- iii -


Table of Contents (cont.)

 

 

          Page  

Section 10.17

   Electronic Execution of Assignments and Certain Other Documents      112  

Section 10.18

   USA PATRIOT Act Notice      112  

Section 10.19

   Trustee Capacity of Wilmington Trust, National Association      112  

Section 10.20

   Acknowledgement and Consent to Bail-In of EEA Financial Institutions      112  

Section 10.21

   Acknowledgement Regarding Any Supported QFC      113  

Section 10.22

   Certain ERISA Matters      114  

Schedules:

 

Schedule 2.01     Term Commitments and Applicable Percentages
Schedule 5.18     Taxpayer Identification Numbers
Schedule 6.11     Accounts
Schedule 6.13     Post-Closing Matters
Schedule 7.07(b)     Existing Indebtedness and Existing Liens
Schedule 10.02     Administrative Agent’s Office; Certain Addresses for Notices

Exhibits:

 

Exhibit A     Form of Committed Loan Notice
Exhibit B     Form of Term Note
Exhibit C-1     Form of Assignment and Assumption
Exhibit C-2     Form of Administrative Questionnaire
Exhibit D     Form of Compliance Certificate
Exhibit E     Form of Guaranty
Exhibit F     Form of Security Agreement
Exhibit G     Form of Acquisition Notice
Exhibit H     Form of Pledge Agreement

 

- iv -


$6,040,000,000 CREDIT AGREEMENT

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.

The Borrower has requested the Lenders to provide term credit facilities to the Borrower in the aggregate principal amount of $6,040,000,000 for the purposes described herein. The Lenders are willing to make the requested credit facilities available on the terms and conditions set forth herein. Accordingly, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01    Defined Terms. As used in this Agreement, the following terms have the meanings set forth below:

Acceptable Intercreditor Agreement” means a Market Intercreditor Agreement, or another intercreditor agreement that is reasonably satisfactory to the Administrative Agent (which may, if applicable, consist of a payment “waterfall”).

Account Control Agreements” means, collectively, those account control agreements in form and substance reasonably satisfactory to the Administrative Agent, as are required to be entered into pursuant to this Agreement, the Security Agreement or any other Loan Document, in each case as amended, modified or supplemented from time to time.

Accounts” means, collectively, the RPCT Collections Account, the RPIFT Collections Account, the RPIFT Concentration Account, the RP Investments Collections Account, the RP Investments Concentration Account and the Borrower Collections Account.

Acquiring Affiliate” has the meaning specified in the definition of “Affiliate Acquisition Distribution”.

Acquisition” means (i) the purchase or acquisition of Royalty Assets, and (ii) the purchase or acquisition of the Capital Stock or assets of an entity, enterprise or business unit that owns, among other things, Royalty Assets.

Adjusted Eurodollar Rate” means the quotient obtained (expressed as a decimal, carried out to five decimal places) by dividing (A) the applicable Eurodollar Rate by (B) 1.00 minus the Eurodollar Reserve Percentage.

Administrative Agent” means Bank of America, N.A. in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.


Administrative Agents Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

Administrative Questionnaire” means an administrative questionnaire substantially in the form of Exhibit C-2 or in any other form approved by the Administrative Agent.

Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

Affiliate” means, with respect to any specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

Affiliate Acquisition” has the meaning specified in the definition of “Affiliate Acquisition Distribution”.

Affiliate Acquisition Distribution” means a distribution by the Borrower (including in the form of a loan or other Investment by the Borrower in an Affiliate (other than (x) Remainco or any direct or indirect Subsidiary of Remainco or any direct or indirect parent company of Remainco or (y) any direct or indirect Subsidiary of the Borrower)) that (i) will be used, directly or indirectly, to fund an Acquisition (an “Affiliate Acquisition”) by an Affiliate of the Borrower (an “Acquiring Affiliate”) and (ii) the Borrower notifies the Administrative Agent in writing that it designates such distribution as an “Affiliate Acquisition Distribution”, which notice shall describe in reasonable detail (A) the Acquiring Affiliate, (B) confirm that the assets being acquired constitute a Permitted Acquisition, (C) confirm that within 30 days following such Affiliate Acquisition (or such longer period as the Administrative Agent shall agree) the Borrower will cause the Acquiring Affiliate to comply with Section 6.10 and (D) identify the common parent entity of the Borrower and the Acquiring Affiliate and state that either (x) commencing with the first fiscal quarter that begins 30 days or more after the Affiliate Acquisition, the term “Consolidated Group” shall mean such common parent and its Consolidated Subsidiaries or (y) that the Borrower proposes and requests that the Administrative Agent agree that for purposes of the Loan Documents that either the definition of Consolidated Group not be modified as a result of the Affiliate Acquisition or that some other form of combined or pro-forma financial statements be used for financial reporting and financial covenant compliance purposes hereunder (including appropriate adjustments to the financial reporting and financial covenants (and related definitions, including to the definition of “Consolidated Group”)); provided that if the Borrower and the Administrative Agent cannot agree on the Borrower’s proposal or some other alternative arrangement, then either the Borrower may withdraw such notice and not treat such distribution as an Affiliate Acquisition Distribution or clause (ii)(D)(x) of this definition shall apply.

Agent” means the Administrative Agent, the Co-Syndication Agents, the Co-Documentation Agents or the Collateral Agent and any successors and assigns in such capacity, and “Agents” means any two or more of them.

Aggregate Commitments” means at any time the Term Commitments of all the Lenders.

Agreement” means this Credit Agreement.

All-In Yield” means, as to any indebtedness, the yield thereof as reasonably determined by the Administrative Agent, whether in the form of interest rate, margin, original issue discount (when incurred or issued, without reference to subsequent market discount, premium or repricing) (being

 

2


referred to here as “OID”), upfront and amendment fees, a Eurodollar Rate or Base Rate floor (with such increased amount being determined in the manner described in clause (iii) of the proviso to this definition), or otherwise; provided that: (i) OID and upfront fees shall be equated to interest rate margin assuming that such indebtedness at the time of incurrence has a four-year life to maturity (or, if less, the stated life to maturity at the time of its incurrence of the applicable indebtedness); (ii) “All-In Yield” shall not include customary advisory fees, success fees, arrangement fees, structuring fees, commitment fees, underwriting fees or similar fees that are of a type not generally paid to all lenders of such indebtedness (whether or not actually paid to all lenders providing such indebtedness) or, if applicable, ticking fees accruing prior to the funding of such indebtedness or customary consent fees for an amendment paid generally to consenting lenders; and (iii) with respect to any Term Loans of an applicable Class that include a Eurodollar Rate or Base Rate floor, (A) to the extent that the Reference Rate on the date that the All-In Yield is being calculated is less than such floor, the amount of such difference shall be deemed added to the Applicable Rate for such Term Loans of such Class for the purpose of calculating the All-In Yield and (B) to the extent that the Reference Rate on the date that the All-In Yield is being calculated is greater than such floor, then the floor shall be disregarded in calculating the All-In Yield.

Alternative Credit Support” has the meaning set forth in Section 6.09.

Alternative Credit Support Entity” means any Person that would have been required to become a Guarantor but instead enters into Alternative Credit Support arrangements as set forth in Section 6.09.

Applicable Borrower Ownership Percentage” means (i) as of the Closing Date, 82.42% and (ii) following the Closing Date, at any time the greater of (x) the percentage in the immediately preceding clause (i) and (y) the percentage of beneficial interests in RP Investments held by the Borrower after giving effect to any purchase or other acquisition by the Borrower of additional beneficial interests in RP Investments.

Applicable ECF Percentage” has the meaning specified in Section 2.03(b)(i).

Applicable Percentage” means, with respect to each Class and Lender having Term Commitments or Term Loans thereunder at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the aggregate amount of the unused Term Commitments of such Lender during the availability period therefor under the applicable Class or Classes and, if applicable and without duplication, the aggregate outstanding principal amount of the Term Loans of such Lender under the applicable Class or Classes at such time, and the denominator of which is the aggregate amount of the unused Aggregate Commitments during the availability period therefor under the applicable Class or Classes and, if applicable and without duplication, the aggregate outstanding principal amount of the Term Loans under the applicable Class or Classes at such time, in each case subject to adjustment as provided in Section 2.13.

Applicable Price” has the meaning specified in the definition of “Dutch Auction”.

Applicable Rate” means (i) in respect of the Term A-1 Term Facility, 0.50% per annum for Base Rate Loans and 1.50% per annum for Eurodollar Rate Loans and (ii) in respect of the Term B-1 Term Facility, 0.75% per annum for Base Rate Loans and 1.75% per annum for Eurodollar Rate Loans.

Applicable Remainco Ownership Percentage” means 100% less the Applicable Borrower Ownership Percentage at such time.

 

3


Appropriate Lender” means, at any time, with respect to any Class, a Lender that has a Term Commitment with respect to such Class or holds a Term Loan of such Class, at such time.

Approved Financial Institution” means Bank of America. N.A. or its affiliates or another financial institution acceptable to the Administrative Agent (such approval not to be unreasonably withheld or delayed).

Approved Fund” means any Fund that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender.

Arrangers” means Bank of America, N.A., Citibank, N.A., Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc., in their capacities as joint lead arrangers and joint book managers for the Term Facilities.

Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b), and accepted by the Administrative Agent, in substantially in the form of Exhibit C-1 hereto or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent.

Auction” has the meaning specified in the definition of “Dutch Auction”.

Auction Agent” means (a) the Administrative Agent or any of its Affiliates or (b) any other financial institution or advisor engaged by the Borrower (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Auction pursuant to the definition of “Dutch Auction” ; provided that the Borrower shall not designate the Administrative Agent or any of its Affiliates as the Auction Agent without the written consent of the Administrative Agent or such Affiliate (it being understood that the Administrative Agent and its Affiliates are under no obligation to agree to act as Auction Agent).

Auction Amount” has the meaning specified in the definition of “Dutch Auction”.

Auction Notice” has the meaning specified in the definition of “Dutch Auction”.

Auction Party” has the meaning specified in the definition of “Dutch Auction”.

Auction Response Date” has the meaning specified in the definition of “Dutch Auction”.

Audited Financial Statements” means the audited balance sheet of RP Investments for the fiscal year ended December 31, 2018, and the related statements of income or operations, shareholders’ equity and cash flows for such fiscal year of RP Investments, including the notes thereto.

Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time

 

4


to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

Bank of America” means Bank of America, N.A., and its successors.

Base Rate” means for any day a fluctuating rate per annum equal to the highest of (i) the Federal Funds Rate plus 1/2 of 1% (ii) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate” and (iii) the Eurodollar Rate plus 1.00%. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. If the Base Rate is being used as an alternate rate of interest pursuant to Section 3.03 hereof, then the Base Rate shall be the greater of clauses (i) and (ii) above and shall be determined without reference to clause (iii) above.

Base Rate Loan” means a Term Loan that bears interest based on the Base Rate.

Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

Borrower” means RPI 2019 Intermediate Finance Trust, a Delaware statutory trust.

Borrower Collections Account” means (i) that certain account of the Borrower maintained at Bank of America, N.A. as depositary bank with the account number set forth on Schedule 6.11 and (ii) any replacement account in respect of the account described in the immediately preceding clause (i) at an Approved Financial Institution.

Borrower Materials” has the meaning specified in Section 6.02.

Borrower Trust Agreement” means the Amended and Restated Trust Agreement, dated as of February 11, 2020, among State Street Custodial Services (Ireland) Limited, as depositary, RP Management, LLC and Wilmington Trust, National Association, as owner trustee (as amended, supplemented or otherwise modified from time to time in accordance with Section 7.07).

Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and (x) if such day relates to any Eurodollar Rate Loan, means any such day that is also a London Banking Day and (y) if such day relates to action required of the Owner Trustee, such day shall be also be a day other than a day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, Wilmington Delaware.

 

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Capital Stock” means (i) in the case of a corporation, capital stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (iii) in the case of a partnership, partnership interests (whether general or limited), (iv) in the case of a limited liability company, membership interests, (v) in the case of a trust, beneficial interests and (vi) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

Cash Equivalents” means (i) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition, (ii) Dollar-denominated time deposits and certificates of deposit of (A) any Lender, (B) any domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or (C) any bank whose short term commercial paper rating from S&P is at least A 1 or the equivalent thereof or from Moody’s is at least P 1 or the equivalent thereof (each an “Approved Bank”), in each case with maturities of not more than twelve months from the date of acquisition, (iii) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or issued by, or guaranteed by, any domestic corporation rated A 1 (or the equivalent thereof) or better by S&P or P 1 (or the equivalent thereof) or better by Moody’s and maturing within twelve months of the date of acquisition, (iv) repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders) or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations and (v) Investments (classified in accordance with GAAP as current assets) in money market or prime investment programs or funds registered under the Investment Company Act of 1940, as amended, that are administered by reputable financial institutions having capital of at least $500,000,000 and the portfolios of which are limited to Investments of the character described in the foregoing subclauses hereof.

Cash Management Agreement” means any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, purchasing card, electronic funds transfer and other cash management arrangements.

Cash Management Bank” means any Person that, at the time it enters into a Cash Management Agreement, is or was a Lender, a Remainco Lender or an Affiliate of a Lender or a Remainco Lender, in its capacity as a party to such Cash Management Agreement.

Cash Management Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person under or in respect of a Cash Management Agreement.

Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (i) the adoption or taking effect of any law, rule, regulation or treaty, (ii) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (iii) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith or in the implementation thereof and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.

 

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Class” (i) when used with respect to Lenders, refers to whether such Lenders have Term Loans or Term Commitments with respect to a particular Class of Term Loans or Term Commitments, (ii) when used with respect to Term Commitments, refers to whether such Term Commitments are Term A-1 Term Commitments, Term B-1 Term Commitments or Incremental Term Commitments and (iii) when used with respect to Term Loans or a Term Borrowing, refers to whether such Term Loans, or the Term Loans comprising such Term Borrowing, are Term A-1 Term Loans, Term B-1 Term Loans or Incremental Term Loans, in each case not designated part of another existing Class. Term Commitments (and, in each case, the Term Loans made pursuant to such Term Commitments) that have different terms and conditions shall be construed to be in different Classes. Term Commitments (and, in each case, the Term Loans made pursuant to such Term Commitments) that have identical terms and conditions shall be construed to be in the same Class.

Closing Date” means February 11, 2020.

Code” means the U.S. Internal Revenue Code of 1986, as amended (or any successor statute).

Collateral” means all of the “Collateral” referred to in the Collateral Documents and all of the other property and assets that are or are required under the terms hereof or of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the benefit of the Secured Parties.

Collateral Agent” means Bank of America, in its capacity as collateral agent for the Secured Parties under the Collateral Documents, and its successor or successors in such capacity.

Collateral Documents” means, collectively, the Security Agreement, the Pledge Agreement, the Account Control Agreements, any additional pledges, security agreements, patent, trademark or copyright filings or mortgages that create or purport to create a Lien in favor of the Collateral Agent for the benefit of the Secured Parties and any instruments of assignment, control agreements, lockbox letters or other instruments or agreements executed pursuant to the foregoing.

Committed Loan Notice” means a notice of (i) a Term Borrowing, (ii) a conversion of Term Loans from one Type to the other or (iii) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

Companies” means, collectively, the Borrower, RP Investments, RPIFT, RPI Acquisitions (Ireland) Limited, RPCT, RP IP Holdco (Ireland) Limited, RP Cube Trust, RP Delano, LLC, Royalty Pharma Investments ICAV and Holdings.

Compliance Certificate” means a certificate substantially in the form of Exhibit D.

Consolidated Capital Expenditures” means, for any period for the Consolidated Group, without duplication, all expenditures (whether paid in cash or other consideration) during such period that, in accordance with GAAP, are or should be included in additions to property, plant and equipment or similar items reflected in the consolidated statement of cash flows for such period, in each case on a

 

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consolidated basis determined in accordance with GAAP but excluding any amounts otherwise included consisting of such expenditures of RP Investments, RPCT and their respective Subsidiaries and any other non-wholly-owned Subsidiary the accounts of which are consolidated with those of the Consolidated Group which are attributable to a minority interest; provided, that Consolidated Capital Expenditures shall not include, for purposes hereof, (i) expenditures in connection with any Permitted Acquisition or (ii) expenditures of proceeds of insurance settlements, condemnation awards and other settlements in respect of lost, destroyed, damaged or condemned assets, equipment or other property to the extent such expenditures are made to replace or repair such lost, destroyed, damaged or condemned assets, equipment or property.

Consolidated Charges” means, at any date, the sum of (i) Consolidated Interest Expense for the period of four consecutive fiscal quarters then ending, plus (ii) current scheduled maturities of Consolidated Funded Debt (exclusive of those in respect of the Term Loans due on the Maturity Dates for the Term Facilities) for the period of four consecutive fiscal quarters beginning one day after the date of determination, in each case excluding (without duplication) any amounts otherwise included consisting of expense or indebtedness of RP Investments, RPCT and their respective Subsidiaries and any other non-wholly-owned Subsidiary the accounts of which are consolidated with those of the Consolidated Group which are attributable to a minority interest; provided that for purposes of determining “Consolidated Charges”, Consolidated Interest Expense for the period of four consecutive fiscal quarters ending on (i) March 31, 2020 shall equal the amount thereof for the fiscal quarter ending March 31, 2020 multiplied by four, (ii) June 30, 2020 shall equal the amount thereof for the two consecutive fiscal quarters ending June 30, 2020 multiplied by two and (iii) September 30, 2020 shall equal the amount thereof for the three consecutive fiscal quarters ending September 30, 2020 multiplied by 4/3.

Consolidated Coverage Ratio” means, as of the last day of each fiscal quarter for the period of four consecutive fiscal quarters ending on such day determined on a Pro-Forma Basis, the ratio of (i) Consolidated EBITDA minus Consolidated Capital Expenditures, to (ii) Consolidated Charges.

Consolidated EBITDA” means for any period for the Consolidated Group, on a Pro-Forma Basis:

(i)    total consolidated cash royalty receipts and milestone payment receipts in respect of Royalty Assets, plus

(ii)    any other distributions received in respect of Royalty Assets (other than Net Cash Proceeds of Dispositions), minus

(iii)    total consolidated cash operating payments (before interest payments and tax payments, and provided that to the extent otherwise included therein, cash operating payments do not include (x) payments of purchase price in connection with Permitted Acquisitions of Royalty Assets, including in the form of fixed or variable installment payments, milestone payments, royalty or revenue sharing obligations or research and development payments or (y) one-time costs related to the termination of interest rate hedging contracts of RPIFT in connection with the Reorganization), minus

(iv)    any distributions paid to non-controlling interests, minus

(v)    to the extent not deducted pursuant to clause (iii) of this definition, Employment Related Expenses, minus

 

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(vi)    cash payments in respect of refunds related to amounts described in clause (i) hereof (but not, for the avoidance of doubt, milestone payments or similar payments by the Borrower or its applicable Affiliate);

provided that (A) clauses (i) to (vi) shall exclude any swap collateral payments received or made, and (B) to the extent that any payment in clauses (i) or (ii) was required to be paid in a particular quarter, but was actually paid in the next succeeding quarter prior to the Borrower delivering a compliance certificate for the prior period, such payment shall be deemed as having been received in the period in which it was required to be paid (but not also in the period actually received) for purposes of calculating Consolidated EBITDA for the relevant periods.

Consolidated Excess Cash Flow” means, for any period for the Consolidated Group, an amount equal to:

(i)    Consolidated EBITDA for such period; minus

(ii)    the aggregate amount (without duplication and in each case excluding any amount to the extent paid, directly or indirectly, with the proceeds of (A) any Involuntary Disposition or (B) (1) any issuance of Capital Stock, (2) incurrence or assumption of Funded Debt or (3) Disposition by any member of the Consolidated Group (and in the case of the foregoing clauses (A) and (B)(3), to the extent they were not included in the determination of Consolidated EBITDA for such period) (collectively, the “Excluded Sources”)) of:

(A)    Consolidated Capital Expenditures;

(B)    amounts expended for Permitted Acquisitions (including by means of Affiliate Acquisition Distributions); and

(C)    scheduled principal payments made on Consolidated Funded Debt other than the Term Loans (including for purposes hereof, mandatory commitment reductions, sinking fund payments, payments in respect of the principal components under capital leases and the like relating thereto) and optional prepayments of Consolidated Funded Debt other than the Term Loans;

(D)    Consolidated Interest Expense actually paid in cash by one or more members of the Consolidated Group during such period;

(E)    to the extent not included in Consolidated Interest Expense for the applicable period, realized losses on foreign exchange Swap Contracts qualifying as cash flow hedges during such period; and

(F)    taxes actually paid in cash by one or more members of the Consolidated Group during such period;

in each case on a consolidated basis determined in accordance with GAAP but excluding (without duplication) in the case of clause (ii) above any amounts otherwise included consisting of expenses or indebtedness of RP Investments, RPCT and any other non-wholly-owned Subsidiary the accounts of which are consolidated with those of the Consolidated Group which are attributable to a minority interest. Except as otherwise expressly provided, the applicable period shall be the fiscal quarter ending as of the date of determination.

 

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Consolidated Funded Debt” means Funded Debt of the Consolidated Group determined on a consolidated basis in accordance with GAAP.

Consolidated Group” means the Borrower and its Consolidated Subsidiaries, as determined in accordance with GAAP; provided that such term may be adjusted as contemplated in the definition of “Affiliate Acquisition Distribution”.

Consolidated Interest Expense” means, for any period for the Consolidated Group, all interest expense paid in cash, plus any costs (other than transaction costs) of entering into Swap Contracts for the purpose of hedging interest rate risk, and any realized gains and losses on such Swap Contracts, in each case for such period on a consolidated basis determined in accordance with GAAP. Except as expressly provided otherwise, the applicable period shall be the four consecutive fiscal quarters ending as of the date of determination.

Consolidated Leverage Ratio” means, as of the last day of each fiscal quarter determined on a Pro-Forma Basis, the ratio of (i) Consolidated Funded Debt on such day to (ii) Consolidated EBITDA, in each case for the period of four consecutive fiscal quarters ending as of such day.

Consolidated Subsidiary” means with respect to any Person at any date any Subsidiary of such Person or other entity the accounts of which would be consolidated with those of such Person in its consolidated financial statements if such statements were prepared as of such date in accordance with GAAP.

Consummation Date” has the meaning specified in the definition of Qualifying Material Acquisition.

Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote 10% or more of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent.

Debt Transaction” means, with respect to any member of the Consolidated Group, any borrowing, sale, issuance, placement, assumption or guaranty of Funded Debt, whether or not evidenced by a promissory note or other written evidence of indebtedness, except for Funded Debt permitted under Section 7.03.

Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

 

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Default Rate” means an interest rate equal to (A) the Base Rate plus (B) the Applicable Rate for Base Rate Loans under the applicable Term Facility plus (C) 2.00% per annum; provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Term Loan plus 2.00% per annum.

Defaulting Lender” means, subject to Section 2.13(b), any Lender that, as reasonably determined by the Administrative Agent, (i) has failed to perform any of its funding obligations hereunder, including in respect of its Term Loans, within three Business Days of the date required to be funded by it hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more unwaived conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied (it being understood that, if it is ultimately determined that such condition was in fact satisfied, such Lender shall be a Defaulting Lender from the date of such failure), (ii) has notified the Borrower or the Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder (unless such notification or public statement relates to such Lender’s obligation to fund a Term Loan hereunder and states that such position is based on such Lender’s determination that an unwaived condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such notification or public statement) cannot be satisfied (it being understood that, if it is ultimately determined that such condition was in fact satisfied, such Lender shall be a Defaulting Lender from the date of such statement of intent)) or under other agreements in which it commits to extend credit, (iii) has failed, within three Business Days after request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations or (iv) has, or has a direct or indirect parent company that has, after the date of this Agreement, (A) become the subject of a proceeding under any Debtor Relief Law, (B) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, (C) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment or (D) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority.

Delaware Divided LLC” means a Delaware LLC which has been formed upon the consummation of a Delaware LLC Division.

Delaware LLC” means any limited liability company organized or formed under the laws of the State of Delaware.

Delaware LLC Division” means the statutory division of any Delaware LLC limited liability company into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act or a comparable provision of any other requirement of law.

Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any comprehensive, territorial Sanctions (currently, Crimea, Cuba, Iran, North Korea, and Syria).

Discount Range” has the meaning assigned to such term in the definition of “Dutch Auction”.

 

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Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any Property (other than Cash Equivalents) by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. For purposes of this Agreement, “Disposition” or “Dispose” shall not include (i) sharing or turnover payments or similar transfers of royalties or revenues generated by Royalty Assets pursuant to agreements entered into in connection with an acquisition of such Royalty Assets permitted by this Agreement, (ii) any arrangement that is structured to create a stream of cash payments arising from Royalty Assets of the Borrower or its applicable Affiliate or (iii) any Specified Distribution Transaction.

Distributions” means all distributions made in respect of the direct or indirect beneficial owners or beneficial interests of the Borrower.

Dollars” and “$” means lawful money of the United States of America.

Domestic Affiliate” means any Affiliate that is organized under the laws of any State of the United States or the District of Columbia, and “Domestic Affiliates” means any two or more of them.

Domestic Loan Party” means any Loan Party that is organized under the laws of any State of the United States or the District of Columbia, and “Domestic Loan Parties” means any two or more of them.

Domestic Subsidiary” means with respect to any Person each Subsidiary of such Person that is organized under the laws of the United States or any political subdivision thereof, and “Domestic Subsidiaries” means any two or more of them.

Dutch Auction” means an auction (an “Auction”) conducted by the Borrower (in such capacity, the “Auction Party”) in order to purchase Term Loans, in accordance with the following procedures (as may be modified as to times, dates and minimum amounts by the Borrower and the applicable Auction Agent acting reasonably in connection with a particular Auction transaction); provided that no Auction Party shall initiate any Auction unless (I) at least five Business Days have passed since the consummation of the most recent purchase of Term Loans pursuant to an Auction conducted hereunder; or (II) at least three Business Days have passed since the date of the last Failed Auction (or equivalent) which was withdrawn:

(i)    Notice Procedures. In connection with any Auction, the Auction Party will provide notification to the Auction Agent (for distribution to the relevant Lenders) of the Term Loans that will be the subject of the Auction (an “Auction Notice”). Each Auction Notice shall be in a form reasonably acceptable to the Auction Agent and shall (i) specify the maximum aggregate principal amount of the Term Loans subject to the Auction, in a minimum amount of $10,000,000 and whole increments of $1,000,000 in excess thereof (or, in any case, such lesser amount of such Term Loans then outstanding or which is otherwise reasonably acceptable to the Auction Agent and the Administrative Agent (if different from the Auction Agent)) (the “Auction Amount”), (ii) specify the discount to par (which may be a range (the “Discount Range”) of percentages of the par principal amount of the Term Loans subject to such Auction), that represents the range of purchase prices that the Auction Party would be willing to accept in the Auction, (iii) be extended, at the sole discretion of the Auction Party, to (x) each Lender and/or (y) each Lender with respect to any Term Loan on an individual Class basis and (iv) remain outstanding through the Auction Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of the Auction Notice and a form of the Return Bid to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. on the date specified in the Auction Notice (or such later date as the Auction Party may agree with the reasonable consent of the Auction Agent) (the “Auction Response Date”).

 

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(ii)    Reply Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which is otherwise reasonably acceptable to the Auction Agent) (the “Reply Amount”). Lenders may only submit one Return Bid per Auction, but each Return Bid may contain up to three bids only one of which may result in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption with the dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

(iii)    Acceptance Procedures. Based on the Reply Prices and Reply Amounts received by the Auction Agent prior to the applicable Auction Response Date, the Auction Agent, in consultation with the Auction Party, will determine the applicable price (the “Applicable Price”) for the Auction, which will be the lowest Reply Price for which the Auction Party can complete the Auction at the Auction Amount; provided that, in the event that the Reply Amounts are insufficient to allow the Auction Party to complete a purchase of the entire Auction Amount (any such Auction, a “Failed Auction”), the Auction Party shall either, at its election, (i) withdraw the Auction or (ii) complete the Auction at an Applicable Price equal to the highest Reply Price. The Auction Party shall purchase the relevant Term Loans (or the respective portions thereof) from each Lender with a Reply Price that is equal to or lower than the Applicable Price (“Qualifying Bids”) at the Applicable Price; provided that if the aggregate proceeds required to purchase all Term Loans subject to Qualifying Bids would exceed the Auction Amount for such Auction, the Auction Party shall purchase such Term Loans at the Applicable Price ratably based on the principal amounts of such Qualifying Bids (subject to rounding requirements specified by the Auction Agent in its discretion). If a Lender has submitted a Return Bid containing multiple bids at different Reply Prices, only the bid with the lowest Reply Price that is equal to or less than the Applicable Price will be deemed to be the Qualifying Bid of such Lender (e.g., a Reply Price of $100 with a discount to par of 1%, when compared to an Applicable Price of $100 with a 2% discount to par, will not be deemed to be a Qualifying Bid, while, however, a Reply Price of $100 with a discount to par of 2.50% would be deemed to be a Qualifying Bid). The Auction Agent shall promptly, and in any case within five Business Days following the Auction Response Date with respect to an Auction, notify (I) the Borrower of the respective Lenders’ responses to such solicitation, the effective date of the purchase of Term Loans pursuant to such Auction, the Applicable Price, and the aggregate principal amount of the Term Loans and the tranches thereof to be purchased pursuant to such Auction, (II) each participating Lender of the effective date of the purchase of Term Loans pursuant to such Auction, the Applicable Price, and the aggregate principal amount and the tranches of Term Loans to be purchased at the Applicable Price on such date, (III) each participating Lender of the aggregate principal amount and the tranches of the Term Loans of such Lender to be purchased at the Applicable Price on such date and (IV) if

 

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applicable, each participating Lender of any rounding and/or proration pursuant to the second preceding sentence. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Borrower and Lenders shall be conclusive and binding for all purposes absent manifest error.

(iv)    Additional Procedures.

(A)    Once initiated by an Auction Notice, the Auction Party may not withdraw an Auction other than a Failed Auction. Furthermore, in connection with any Auction, upon submission by a Lender of a Qualifying Bid, such Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price.

(B)    To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition, established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Borrower.

(C)    In connection with any Auction, the Borrower and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agent.

(D)    Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be provided by 5:00 p.m. (or such later time as may be agreed by the Auction Agent); provided that any notice or communication actually received after such time shall be deemed to have been given as of the opening of business on the next Business Day.

(E)    The Borrower and the Lenders acknowledge and agree that the Auction Agent may perform any and all of its duties under this definition by itself or through any Affiliate of the Auction Agent and expressly consent to any such delegation of duties by the Auction Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.

ECF Prepayment Amount” has the meaning specified in Section 2.03(b)(i).

EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

 

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EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

Effective Date” means the date this Agreement becomes effective in accordance with Section 10.10.

Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii) and (v) (subject to such consents, if any, as may be required under Section 10.06(b)(iii)).

Employment Related Expenses” means distributions made by the Borrower the proceeds of which are, directly or indirectly, paid to the Investment Manager and/or the Manager for the payment of management fees, employee compensation and reimbursement of expenses.

ERISA” means the Employee Retirement Income Security Act of 1974, as amended and the rules and regulations promulgated thereunder.

ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

Eurodollar Rate” means:

(i)    for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the London Interbank Offered Rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate for Dollars for a period equal in length to such Interest Period) (“LIBOR”), as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period;

(ii)    for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to LIBOR, at or about 11:00 a.m., London time determined two London Banking Days prior to such date for U.S. Dollar deposits with a term of one month commencing that day; and

(iii)    if the Eurodollar Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

Eurodollar Rate Loan” means at any date a Term Loan which bears interest at a rate based on the Adjusted Eurodollar Rate.

Eurodollar Reserve Percentage” means for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the Board of

 

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Governors of the Federal Reserve System (or any other entity succeeding to the functions currently performed thereby) for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”). The Adjusted Eurodollar Rate for each outstanding Eurodollar Rate Loan shall be adjusted automatically on and as of the effective date of any change in the Eurodollar Reserve Percentage.

Event of Default” has the meaning specified in Section 8.01.

Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Excluded Property” means, and the Collateral shall not include, (a) any asset of RP Investments or any of its Subsidiaries, (b) except for the Borrower’s ownership interest in RP Investments and Holdings’ ownership in the Borrower, any shares of Capital Stock having voting power in excess of 65% of the voting power of all classes of Capital Stock of a Foreign Subsidiary of any grantor if, and solely to the extent that, the granting of a security interest in such shares of Capital Stock hereunder would cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed repatriation of the earnings of such Foreign Subsidiary to such Foreign Subsidiary’s United States parent for United States federal income tax purposes, (c) any personal property (including motor vehicles) in respect of which perfection of a Lien is not (i) governed by the UCC, (ii) effected by appropriate evidence of the Lien being filed in either the United States Copyright Office or the United States Patent and Trademark Office or (iii) effected by “control” under the UCC (it being understood that, for the avoidance of doubt, no actions shall be required to be taken outside the United States to perfect Collateral that is non-U.S. intellectual property), (d) any margin stock and any Capital Stock of any person other than the Borrower or a wholly-owned Subsidiary, (e) assets (including Capital Stock of Persons other than the Borrower or RP Investments) to the extent the pledge thereof or grant of security interests therein (x) is prohibited or restricted by any applicable law, rule or regulation or would require any consent, approval or authorization of any governmental or regulatory authority not obtained (without any requirement to obtain such consent, approval or authorization) after giving effect to the applicable anti-assignment provisions of the UCC (other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition) or (y) is prohibited by any contract or would require any consent, approval, license or other authorization of any third party (provided that such requirement existed on the Closing Date or at the time of the acquisition of such asset, as applicable, and was not incurred in contemplation thereof (other than in the case of capital leases and purchase money financings)) or governmental or regulatory authority not obtained (without any requirement to obtain such consent, approval, license or other authorization), other than to the extent such prohibition or restriction is ineffective under the UCC, and (f) any United States “intent-to-use” trademark application to the extent that, and during the period in which, the grant of a security interest therein would impair the validity or enforceability of such “intent-to-use” trademark application under applicable Law.

Excluded Sources” has the meaning specified in the definition of “Consolidated Excess Cash Flow”.

Excluded Taxes” means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (i) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its Lending Office is located, (ii) any branch profits taxes imposed by the United

 

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States or any similar tax imposed by any other jurisdiction in which the Borrower is located, (iii) any backup withholding tax that is required by the Code to be withheld from amounts payable to a Lender that has failed to comply with clause (A) of Section 3.01(e)(ii), (iv) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 10.13), any United States withholding tax that is (A) required to be imposed on amounts payable to such Foreign Lender pursuant to Laws in force at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office) or (B) is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with clause (B) of Section 3.01(e)(ii), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 3.01(a) and (v) any United States federal withholding Taxes imposed under FATCA.

Failed Auction” has the meaning specified in the definition of “Dutch Auction”.

FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), and any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

FCPA” means the United States Foreign Corrupt Practices Act of 1977.

Federal Funds Rate” means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate; provided that if the Federal Funds Rate as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

Fee Letters” means, collectively, the letter agreements entered into in January 2020 among the Borrower, the Administrative Agent and the respective Arrangers.

Finance Obligations” means, at any date, (i) all Senior Credit Obligations, (ii) all Swap Obligations of the Borrower then owing under any Secured Hedge Agreement to any Hedge Bank and (iii) all Cash Management Obligations then owing under any Secured Cash Management Agreement to a Cash Management Bank.

First-Tier Foreign Affiliate” means any foreign Affiliate that is owned directly by Holdings, the Borrower or a Domestic Affiliate that is a Guarantor.

First-Tier Foreign Subsidiary” means any Foreign Subsidiary that is owned directly by a Domestic Loan Party.

Foreign Lender” means any Lender that is organized under the Laws of a jurisdiction other than that in which the Borrower is a resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

Foreign Subsidiary” means with respect to any Person, each Subsidiary of such Person that is not a Domestic Subsidiary, and “Foreign Subsidiaries” means any two or more of them.

 

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Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

Funded Debt” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(i)    all obligations for borrowed money, whether current or long-term (including the Senior Credit Obligations hereunder), and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(ii)    all purchase money indebtedness (including indebtedness and obligations in respect of conditional sales and title retention arrangements, except for customary conditional sales and title retention arrangements with suppliers that are entered into in the ordinary course of business) and all indebtedness and obligations in respect of the deferred purchase price of property or services (other than trade accounts payable incurred in the ordinary course of business and payable on customary trade terms);.

(iii)    all direct obligations under letters of credit (including standby and commercial), bankers’ acceptances and similar instruments (including bank guaranties, surety bonds, comfort letters, keep-well agreements and capital maintenance agreements);

(iv)    the attributable principal amount of capital leases and Synthetic Leases;

(v)    all Preferred Stock and comparable equity interests providing for mandatory redemption, sinking fund or other like payments;

(vi)    Support Obligations in respect of Funded Debt of another Person; and

(vii)    Funded Debt of any partnership or joint venture or other similar entity in which such Person is a general partner or joint venturer, and, as such, has personal liability for such obligations, but only to the extent there is recourse to such Person for payment thereof.

For purposes hereof, (x) the amount of Funded Debt shall be determined (a) based on the outstanding principal amount in the case of borrowed money indebtedness under clause (i) and purchase money indebtedness and the deferred purchase obligations under clause (ii), (b) based on the maximum amount available to be drawn in the case of letter of credit obligations and the other obligations under clause (iii), and (c) based on the amount of Funded Debt that is the subject of the Support Obligations in the case of Support Obligations under clause (vi) and (y) “Funded Debt” shall not include installment payments, milestone payments, or royalty or revenue sharing obligations incurred in connection with acquiring Royalty Assets pursuant to a Permitted Acquisition.

GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied, subject to the provisions of Section 1.03.

Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority,

 

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instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central bank).

Guarantors” means, collectively, the Persons required to execute and deliver a Guaranty or other guaranty or guaranty supplement pursuant to Section 6.09.

Guaranty” means, collectively, any guaranty made by the Guarantors in favor of the Secured Parties, substantially in the form of Exhibit E, and any guaranty supplement delivered pursuant to Section 6.10.

Hedge Bank” means (i) any Person that, at the time it enters into a Swap Contract with the Borrower, is or was a Lender, a Remainco Lender or an Affiliate of a Lender or a Remainco Lender, in its capacity as a party to such Swap Contract and (ii) any other Person or any Affiliate thereof which is a counterparty under Swap Contracts entered into with the Borrower on the Closing Date in connection with the novation to the Borrower and Remainco of Swap Contracts existing on the Closing Date between RPIFT and such Person or any Affiliate thereof.

Holdings” means, as of any date, (i) Royalty Pharma Investments 2019 ICAV (solely to the extent that Royalty Pharma Investments 2019 ICAV owns beneficial interests of the Borrower) and/or (ii) any other parent company that directly owns beneficial interests of the Borrower; provided that, with respect to any Person referred to in this clause (ii), the Organization Documents of such Person (including any limitations on activities set forth therein), shall be reasonably satisfactory to the Administrative Agent; provided, further that such parent company shall have entered into a Pledge Agreement in respect of such beneficial interests.

Immaterial Subsidiary” means any Subsidiary of the Borrower that the Borrower designates in writing to the Administrative Agent as an “Immaterial Subsidiary”; provided that, as of the date of the last financial statements delivered pursuant to Section 6.01(a) or Section 6.01(b), neither (a) the total assets attributable to all such Subsidiaries is in excess of 5.0% of the total assets attributable to the Consolidated Group (as determined by the Borrower in good faith and in accordance with GAAP) as of such date nor (b) the Consolidated EBITDA attributable to all such Subsidiaries is in excess of 5.0% of the Consolidated EBITDA of the Consolidated Group as of such date; provided, further, that (i) as of the Closing Date, the Borrower designates each of RP Cube Trust, RP Lex Sub-Trust, RP IP HoldCo (Ireland) Limited, Royalty Pharma Investments ICAV and RP Delano, LLC as an Immaterial Subsidiary in accordance with the immediately preceding proviso and (ii) the Borrower may further designate and re-designate a Subsidiary as an Immaterial Subsidiary at any time, subject to the limitations and requirements set forth in this definition. If the consolidated total assets or Consolidated EBITDA attributable to all Subsidiaries so designated by the Borrower as “Immaterial Subsidiaries” shall at any time exceed the limits set forth in the preceding sentence, then starting with the largest Subsidiary (or in such other order as the Borrower may elect in its sole discretion), the Subsidiaries that are at such time designated as Immaterial Subsidiaries shall automatically be deemed to no longer be designated as Immaterial Subsidiaries until the threshold amounts in the preceding sentence are no longer exceeded (as reasonably determined by the Borrower), with any Immaterial Subsidiaries at such time that are below such threshold amounts still being designated as (and remaining as) Immaterial Subsidiaries. For the avoidance of doubt, an Acquiring Affiliate shall not be an Immaterial Subsidiary.

Incremental Commitments Amendment” has the meaning specified in Section 2.12(d).

Incremental Commitments Effective Date” has the meaning specified in Section 2.12(e).

 

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Incremental Equivalent Debt” means any Funded Debt that satisfies the following conditions:

(i)    after giving effect to the incurrence and the application of the proceeds thereof, the Borrower is in compliance on a Pro-Forma Basis with Section 7.10(a) and Section 7.10(b) and on a Pro-Forma Basis the Consolidated Leverage Ratio does not exceed the ratio equal to (x) the maximum Consolidated Leverage Ratio then permitted by Section 7.10(a) (including after giving effect to the proviso thereto), less (y) 0.25;

(ii)    such Funded Debt shall not have (A) a final maturity date that is before, in the case of Incremental Equivalent Debt that are Term A Loans, the stated maturity date of the Term A Loans with the latest Maturity Date at such time, and in the case of Incremental Equivalent Debt other than Term A Loans, the stated maturity date of the Term Loans (other than Term A Loans) with the latest Maturity Date at such time, or (B) a Weighted Average Life to Maturity shorter than the remaining average life to maturity of, in the case of Incremental Equivalent Debt that are Term A Loans, the outstanding Term A Loans with the latest Maturity Date at such time, and in the case of Incremental Equivalent Debt other than Term A Loans, the outstanding Term Loans (other than Term A Loans) with the latest Maturity Date at such time; provided that the foregoing limitations shall not apply to (x) customary bridge loans with a maturity date not longer than one year; provided that the terms of such bridge loans provide for automatic extension of the maturity date thereof to a date that is not earlier than, in the case of Incremental Equivalent Debt that are Term A Loans, the stated maturity date of the Term A Loans with the latest Maturity Date at such time, and in the case of Incremental Equivalent Debt other than Term A Loans, the stated maturity date of the Term Loans (other than Term A Loans) with the latest Maturity Date at such time and (y) Incremental Equivalent Debt having an aggregate principal amount not exceeding the Inside Maturity Excluded Amount;

(iii)    such Funded Debt may provide for the ability to participate (x) on a pro rata basis or non-pro rata basis in any voluntary prepayment of Term Loans made pursuant to Section 2.03(a) and (y) to the extent secured on a pari passu basis with the initial Term Loans, on a pro rata basis (but not on a greater than pro rata basis other than in the case of a prepayment with proceeds of Funded Debt refinancing such Incremental Equivalent Debt) in any mandatory prepayment of Term Loans required pursuant to Section 2.03(b) or less than a pro rata basis with any then-outstanding Term Facility;

(iv)    if such Funded Debt is in the form of term “B” loans, the MFN Provisions of Section 2.12(b)(iii) shall apply to such Funded Debt (as if, but only to the extent, including after giving effect to applicable exclusions and sunset provisions, such Funded Debt was an Incremental Term Loan of the type subject to the provisions of Section 2.12(b)(iii), mutatis mutandis);

(v)    if such Funded Debt is secured by assets that constitute Collateral, the holders of such Funded Debt (or a representative therefor) shall be party to an Acceptable Intercreditor Agreement; provided that, the aggregate outstanding principal amount of Funded Debt incurred or guaranteed by any Subsidiary of the Borrower that is not a Guarantor or an Alternative Credit Support Entity shall not exceed the greater of (x) $500,000,000 and (y) 25% of Consolidated EBITDA for the period of four fiscal quarters of the Consolidated Group most recently ended;

(vi)    the other terms of such Funded Debt (excluding, for the avoidance of doubt, interest rate (including through fixed interest rates), interest margins, rate floors, fees,

 

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funding discounts, original issue discounts and optional prepayments or optional redemption premiums and terms) (when taken as a whole) are (x) not materially more favorable to the lenders or other investors providing such Funded Debt than those applicable to this Agreement as determined by the Borrower in good faith (other than covenants or other provisions applicable only to periods after the latest Maturity Date) or (y) on then-current market terms (as determined by the Borrower in good faith); and

(vii)    no Event of Default shall exist before or immediately after giving effect to the incurrence of such Incremental Equivalent Debt (except in connection with any acquisition or other Investment or irrevocable repayment or redemption of Funded Debt, where no such Event of Default shall exist at the time as elected by the Borrower pursuant to Section 1.03(d)).

Incremental Lender” has the meaning set forth in Section 2.12(c).

Incremental Term Commitment” has the meaning specified in Section 2.12(a).

Incremental Term Loan Tranche” has the meaning specified in Section 2.12(a).

Incremental Term Loans” has the meaning specified in Section 2.12(a).

Indemnified Taxes” means Taxes other than Excluded Taxes.

Indemnitees” has the meaning specified in Section 10.04(b).

Information” has the meaning specified in Section 10.07.

Information Memorandum” means the information memorandum dated January 2020 used by the Arrangers in connection with the syndication of the Term Commitments.

Initial Term A-1 Maturity Date” has the meaning specified in the definition of “Maturity Date”.

Initial Term B-1 Maturity Date” has the meaning specified in the definition of “Maturity Date”.

Inside Maturity Excluded Amount” means the greater of (x) $500,000,000 and (y) 25% of Consolidated EBITDA for the period of four fiscal quarters of the Consolidated Group most recently ended minus the aggregate outstanding principal amount of all Incremental Term Loans, Incremental Equivalent Debt, Specified Refinancing Debt and unsecured indebtedness, in each case, incurred in reliance on the Inside Maturity Excluded Amount.

Interest Payment Date” means (i) as to any Eurodollar Rate Loan, the last day of each Interest Period applicable to such Term Loan and the Maturity Date of the Term Facility under which such Term Loan was borrowed; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (ii) as to any Base Rate Loan, the last Business Day of each March, June, September and December and the Maturity Date of the Term Facility under which such Term Loan was borrowed.

Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and

 

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ending on the date one, two, three or six months thereafter (in each case, subject to availability), as selected by the Borrower in its Committed Loan Notice or such other period that is twelve months or less requested by the Borrower and consented to by all the Appropriate Lenders; provided that:

(i)    any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Rate Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(ii)    any Interest Period pertaining to a Eurodollar Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period;

(iii)    no Interest Period in respect of Term Loans may be selected which extends beyond a principal amortization payment date specified in Section 2.05 for Term Loans of the applicable Term Facility unless, after giving effect to the selection of such Interest Period, the aggregate principal amount of Term Loans of the applicable Term Facility which are comprised of Base Rate Loans together with such Term Loans comprised of Eurodollar Rate Loans with Interest Periods expiring on or prior to such date are at least equal to the aggregate principal amount of Term Loans of the applicable Term Facility due on such date;

(iv)    no Interest Period in excess of one month may be selected at any time when a Default or an Event of Default is then in existence; and

(v)    no Interest Period shall extend beyond the Maturity Date of the Term Facility under which such Term Loan was borrowed.

Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (i) the purchase or other acquisition of Capital Stock of another Person, (ii) a loan, advance or capital contribution to, guaranty or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor undertakes any Support Obligation with respect to indebtedness of such other Person, or (iii) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

Investment Manager” means RP Management, LLC in its capacity as investment manager of Royalty Pharma Investments 2019 ICAV, and its successor and assigns in such capacity.

Involuntary Disposition” means the receipt by any member of the Consolidated Group of any cash insurance proceeds or condemnation awards payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any of its Property.

IRS” means the U.S. Internal Revenue Service (or any successor agency).

Junior Debt” means any Funded Debt (excluding any intercompany indebtedness) that is (i) unsecured, (ii) secured by a Lien on the Collateral that is subordinated to the Lien on the Collateral securing the Finance Obligations or (iii) expressly subordinated in right of payment to the Finance Obligations.

 

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Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

Lender” means the any Lender with a Term Commitment or outstanding Term Loans, including any Incremental Lender.

Lending Office” means with respect to any Lender and for each Type of Term Loan, the “Lending Office” of such Lender (or of an Affiliate of such Lender) designated for such Type of Term Loan in such Lender’s Administrative Questionnaire or in any applicable Assignment and Assumption pursuant to which such Lender became a Lender hereunder or such other office of such Lender (or of an Affiliate of such Lender) as such Lender may from time to time specify to the Administrative Agent and the Borrower as the office by which its Term Loans of such Type are to be made and maintained.

LIBOR” has the meaning specified in the definition of Eurodollar Rate.

LIBOR Screen Rate” means the LIBOR quote on the applicable screen page the Administrative Agent designates to determine LIBOR (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time).

LIBOR Successor Rate” has the meaning specified in Section 3.03.

LIBOR Successor Rate Conforming Changes” means, with respect to any proposed LIBOR Successor Rate, any conforming changes to the definition of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption and implementation of such LIBOR Successor Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration as the Administrative Agent determines is reasonably necessary in connection with the administration of this Agreement).

Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever in the nature of a security interest (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property and any financing lease having substantially the same economic effect as any of the foregoing).

Loan Documents” means, collectively, this Agreement, any Incremental Commitments Amendment, any Refinancing Amendment, the Term Notes, the Guaranty, the Collateral Documents and the Fee Letters.

 

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Loan Party” means each of the Borrower, Holdings, as pledgor under the Pledge Agreement and each Guarantor, and “Loan Parties” means any combination of the foregoing.

London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

Manager” means RP Management (Ireland) Limited in its capacity as manager of the Borrower, and its successors and assigns in such capacity.

Market Intercreditor Agreement” means an intercreditor or subordination agreement or arrangement (which may take the form of a “waterfall” or similar provision) the terms of which are either (a) consistent with market terms governing intercreditor arrangements for the sharing or subordination of liens or arrangements relating to the distribution of payments, as applicable, at the time the applicable agreement or arrangement is proposed to be established in light of the type of Funded Debt subject thereto or (b) in the event a “Market Intercreditor Agreement” has been entered into after the Closing Date meeting the requirement of preceding clause (a), the terms of which are, taken as a whole, not materially less favorable to the Lenders than the terms of such Market Intercreditor Agreement to the extent such agreement governs similar priorities, in each case of clause (a) or (b) as determined by the Borrower and the Administrative Agent in good faith.

Material Adverse Effect” means (i) a material adverse change in, or a material adverse effect upon, the operations, business, assets, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries and Acquiring Affiliates taken as a whole; (ii) a material impairment of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party or an Alternative Credit Support Entity to perform its obligations with respect to the applicable Alternative Credit Support; or (iii) a material adverse effect upon the legality, validity, binding effect or the enforceability against any Loan Party of any Loan Document to which it is a party.

Maturity Date” means (i) with respect to the Term A-1 Term Facility, February 11, 2025 (the “Initial Term A-1 Maturity Date”), and (ii) with respect to the Term B-1 Term Facility, February 11, 2027 (the “Initial Term B-1 Maturity Date”) (or if any such day is not a Business Day, the next preceding Business Day).

MFN Provision” has the meaning specified in Section 2.12(b)(iii).

Moodys” means Moody’s Investors Service, Inc., a Delaware corporation, and its successors or, absent any such successor, such nationally recognized statistical rating organization as the Borrower and the Administrative Agent may select.

Net Cash Proceeds” means the aggregate proceeds paid in cash or Cash Equivalents received by any member of the Consolidated Group in connection with any Disposition or Debt Transaction, net of (i) direct costs (including legal, accounting and investment banking fees, sales commissions and underwriting discounts) and (ii) estimated taxes paid or payable as a result thereof. For purposes hereof, “Net Cash Proceeds” includes any cash or Cash Equivalents received upon the disposition of any non-cash consideration received by any member of the Consolidated Group in any Disposition or Debt Transaction and the Borrower’s share of such net proceeds distributed by RP Investments or any other non-wholly owned Subsidiary to the Borrower in connection with any permitted Disposition by RP Investments or any non-wholly-owned Subsidiary and excludes any such net proceeds distributed by RP Investments or any non-wholly-owned Subsidiary to owners of a minority interest in connection with any permitted Disposition by RP Investments or any non-wholly-owned Subsidiary.

 

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Non-Consenting Lender” has the meaning specified in the final paragraph of Section 10.01.

Non-Core Royalty Assets” means (i) assets of the type described in clause (i) of the definition of “Royalty Assets” solely to the extent related to medical or health care (excluding pharmaceutical or biopharmaceutical) products, processes, devices, or enabling or delivery technologies that are protected by patents, governmental or other regulations or otherwise by contract, (ii) the securities of entities that primarily hold, directly or indirectly, interests of the type described in the preceding clause (i) including, without limitation, securities convertible into the foregoing, and any securities investments or contracts that may provide a hedge for such investments and (iii) common equity interests of entities that hold, directly or indirectly, Royalty Assets solely to the extent that the Borrower and/or its applicable Affiliates do not hold a controlling interest in the issuer of such common equity interests after giving effect to the acquisition of such equity interests by the Borrower or its applicable Affiliate (such common equity interests, “Minority Common Equity Interests”); provided that, Minority Common Equity Interests shall not include, to the extent otherwise covered by clause (iii) above, (x) investments in Royalty Assets in the form of preferred stock, joint venture interests, partnership interests, limited liability company interests or similar interests that are structured to result in one or more cash payments to the Borrower or its applicable Affiliate based upon sales of or revenues generated by products, the occurrence of certain events or the achievement of certain milestones, (y) the SLP Interests or (z) any additional beneficial interests in RP Investments purchased or otherwise acquired by the Borrower after the Closing Date.

Non-Core Royalty Asset Cap” means, at any time of determination, 25% of the total assets of the Borrower and its Subsidiaries, as calculated in good faith by the Borrower in a manner consistent with GAAP.

Non-Loan Party Cap” means the greater of (x) $500,000,000 and (y) 25% of Consolidated EBITDA for the period of four fiscal quarters of the Consolidated Group most recently ended, minus the aggregate amount of Investments then-outstanding (measured in accordance with the definition of “Investment”) and which were made in reliance on the Non-Loan Party Cap under Section 7.02(c) or Section 7.02(f).

Organization Documents” means: (i) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-United States jurisdiction); (ii) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (iii) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

Owner Trustee” means the Owner Trustee under the Borrower Trust Agreement.

Participant” has the meaning specified in Section 10.06(d).

 

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PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56 (signed into Law on October 26, 2001)).

PBGC” means the Pension Benefit Guaranty Corporation.

Permitted Acquisition” means any Acquisition that satisfies the following conditions: (i) the Acquisition will be limited to purchase or acquisition of Royalty Assets, (ii) in the case of an Acquisition of Capital Stock constituting a controlling interest in an entity, the board of directors (or other comparable governing body) of such other Person shall have approved the Acquisition and (iii) subject to Section 1.03(d), the Borrower will provide to the Administrative Agent at least five Business Days prior to the consummation of the Acquisition or such shorter period as may be agreed by the Administrative Agent in its sole discretion, a certificate in the form attached as Exhibit G, (A) confirming that no Event of Default shall exist and be continuing immediately before or immediately after giving effect thereto, and (B) demonstrating (after giving effect to such Acquisition on a Pro-Forma Basis) compliance with Section 7.10(a) and (b) as of the last day of the most recent fiscal quarter of the Borrower ending on or prior to the date of such Acquisition, and for the period of four consecutive fiscal quarters ending on such day. For the avoidance of doubt, the acquisition of Royalty Assets in the form of installment payments financing (including by agreement to pay research and development expenses) shall (if otherwise satisfying the conditions specified in this definition) constitute a Permitted Acquisition (each such acquisition an “Installment Acquisition”) and the consideration in respect of Installment Acquisitions shall not constitute operating payments for purposes of calculating Consolidated EBITDA.

Permitted Liens” means those Liens permitted by Section 7.01.

Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

Platform” has the meaning specified in Section 6.02.

Pledge Agreement” means, as the context requires, (a) the Pledge Agreement, substantially in the form of Exhibit H hereto, dated as of the date hereof between Holdings and the Collateral Agent (and acknowledged by State Street Custodial Services (Ireland) Limited), as the same may be amended, modified or supplemented from time to time and/or (b) any additional pledge agreement entered into by Holdings after the Closing Date; provided that the terms of any such pledge agreement in this clause (b) shall be reasonably satisfactory to the Administrative Agent (it being understood and agreed that the terms thereof shall be deemed to be reasonably satisfactory to the Administrative Agent so long as such terms are substantially similar to the terms of the Pledge Agreement referred to in the preceding clause (a) and, taken as a whole, are not materially less favorable to the Lenders than the terms of the Pledge Agreement referred to in the preceding clause (a), as determined by the Borrower and the Administrative Agent in good faith).

Pre-Commitment Information” means, taken as an entirety, (i) information with respect to the Borrower and its Subsidiaries contained in the Information Memorandum and (ii) any other written information in respect of the Borrower, any Subsidiary of the Borrower or the Reorganization authorized by the Borrower to be provided to any Agent or Lender by or on behalf of the Borrower prior to the Closing Date.

Preferred Stock” means, as applied to the Capital Stock of a Person, Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over the Capital Stock of any other class of such Person.

 

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Prepayment Notice” means a notice of prepayment of Term Loans pursuant to Section 2.03(c).

Pro-Forma Basis” means, with respect to any transaction, for purposes of determining compliance with the financial covenants hereunder and for determining whether an Acquisition is a Permitted Acquisition, that such transaction shall be deemed to have occurred as of the first day of the period of four consecutive fiscal quarters ending as of the end of the most recent fiscal quarter for which annual or quarterly financial statements shall have been delivered in accordance with the provisions hereof. Further, for purposes of making calculations on a “Pro-Forma Basis” hereunder, (a) in the case of any Disposition, (i) payments and distributions of the type described in clause (i) or (ii) of the definition of Consolidated EBITDA, operating expenses of the type described in clause (iii) of the definition of Consolidated EBITDA(in each case determined on a cash basis and whether positive or negative), attributable to the property, entities or business units that are the subject of such Disposition shall be excluded to the extent relating to any period prior to the date thereof and (ii) indebtedness paid or retired in connection with such Disposition shall be deemed to have been paid and retired as of the first day of the applicable period; and (b) in the case of any Acquisition, (i) payments and distributions of the type described in clause (i) or (ii) of the definition of Consolidated EBITDA, operating expenses of the type described in clause (iii) of the definition of Consolidated EBITDA(in each case determined on a cash basis and whether positive or negative), attributable to the property, entities or business units that are the subject thereof shall be included for purposes of making calculations on a Pro-Forma Basis to the extent relating to any period prior to the date thereof) and (ii) indebtedness incurred in connection with any Acquisition shall be deemed to have been incurred as of the first day of the applicable period (and interest expense shall be imputed for the applicable period assuming prevailing interest rates hereunder).

Property” means an interest of any kind in any property or asset, whether real, personal or mixed, and whether tangible or intangible.

PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

Public Lender” has the meaning specified in Section 6.02.

QMA Notice” has the meaning set forth in the definition of “Qualifying Material Acquisition”.

QMA Notice Date” means, with respect to any QMA Notice, the date on which such QMA Notice is delivered to the Administrative Agent.

Qualifying IPO” means any transaction or series of related transactions that results in any of the common Capital Stock of the Borrower (or any direct or indirect parent company of the Borrower) being publicly traded on any U.S. national securities exchange or any analogous exchange or any recognized securities exchange in Canada, the United Kingdom, Hong Kong or any country in the European Union.

Qualifying Lender” has the meaning assigned to such term in the definition of “Dutch Auction”.

 

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Qualifying Material Acquisition” means any Permitted Acquisition, or the last to occur of a series of up to three consecutive or non-consecutive Permitted Acquisitions consummated within a period of six consecutive months, if the aggregate amount of consideration paid by the Borrower or the applicable Subsidiary for such Permitted Acquisition (or if applicable, Permitted Acquisitions) is in the aggregate at least $500,000,000 and the Borrower has designated such transaction as a “Qualifying Material Acquisition” by written notice (a “QMA Notice”) to the Administrative Agent; provided that such QMA Notice shall be irrevocable and the applicable QMA Notice Date must occur on or prior to the date that is 90 days after the consummation of such Permitted Acquisition (or, if applicable, second or third Permitted Acquisition) (such date of consummation, the “Consummation Date”).

Reference Rate” means (i) with respect to the calculation of the All-In Yield in the case of Term Loans of an applicable Class that includes a Eurodollar Rate floor, an interest rate per annum equal to the rate per annum equal to LIBOR, as published by Reuters (or such other commercially available source providing quotations of LIBOR as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, on such day for Dollar deposits with a term of three months, or if such rate is not available at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on such day with a term of three months would be offered by the Administrative Agent’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m., London time, on such date and (ii) with respect to the calculation of the All-In Yield in the case of Term Loans of an applicable Class that includes a Base Rate floor, the interest rate per annum equal to the highest of (A) the Federal Funds Rate plus 1/2 of 1%, (B) the rate of interest in effect for such day as publicly announced from time to time by the Administrative Agent as its “prime rate” and (C) the Eurodollar Rate on such day for an Interest Period of one month plus 1.00% (or, if such day is not a Business Day, the immediately preceding Business Day).

Refinance,” “Refinancing” and “Refinanced” shall have the meanings provided in the definition of the term “Refinancing Debt.”

Refinanced Debt” has the meaning provided in the definition of the term “Refinancing Debt”.

Refinancing Amendment” means an amendment to this Agreement, in form and substance reasonably satisfactory to the Administrative Agent, among the Borrower, the Administrative Agent and the Lenders providing Specified Refinancing Debt, effecting the incurrence of such Specified Refinancing Debt in accordance with Section 2.14.

Refinancing Debt” means, with respect to any Funded Debt (the “Refinanced Debt”), any Funded Debt issued, incurred or otherwise obtained in exchange for or as a replacement of (including by entering into alternative financing arrangements in respect of such exchange or replacement (in whole or in part), including by adding or replacing lenders, creditors, agents, borrowers and/or guarantors, and including in each case, but not limited to, after the original instrument giving rise to such Funded Debt has been terminated and including, in each case, by entering into any credit agreement, loan agreement, note purchase agreement, indenture or other agreement), or the net proceeds of which are to be used for the purpose of modifying, extending, refinancing, renewing, replacing, redeeming, repurchasing, defeasing, amending, supplementing, restructuring, repaying or refunding (collectively to “Refinance” or a “Refinancing” or “Refinanced”), such Refinanced Debt (or previous refinancing thereof constituting Refinancing Debt); provided that:

(i)    the original principal amount of any such Refinancing Debt does not exceed the principal amount (or accreted value, if applicable) of the Refinanced Debt outstanding

 

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immediately prior to such Refinancing except by an amount equal to the unpaid accrued interest and premium (including any tender premiums) and penalties (if any) thereon plus other amounts paid and fees and expenses incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder;

(ii)    such Refinanced Debt shall be repaid, defeased or satisfied and discharged, and all accrued interest, fees and premiums, if any, in connection therewith shall be paid, on the date such Refinancing Debt is issued, incurred or obtained and, if such Refinancing Debt consists, in whole or in part, of revolving commitments or revolving loans, such revolving commitments shall be terminated, and all accrued fees in connection therewith shall be paid, on the date such Refinancing Debt is issued, incurred or obtained;

(iii)    subject to the Inside Maturity Excluded Amount exception included in Section 2.14(a)(iii), (A) in the case of term Refinancing Debt, shall have a final maturity date equal to or later than the final maturity date of, and shall have a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Refinanced Debt (without giving effect to any amortization or prepayments thereof prior to the time of such Refinancing) as of the date of determination, and (B) in the case of revolving Refinancing Debt, does not mature (or require commitment reductions or amortization) prior to the final stated maturity date of the Refinanced Debt other than in connection with a voluntary reduction of commitments or availability thereunder prior to the maturity thereof;

(iv)    such Refinancing Debt may provide for the ability to participate (x) on a pro rata basis or non-pro rata basis in any voluntary prepayment of Term Loans made pursuant to Section 2.03(a) and (y) to the extent secured on a pari passu basis with the initial Term Loans, on a pro rata basis (but not on a greater than pro rata basis other than in the case of a prepayment with proceeds of Funded Debt refinancing the Refinanced Debt) in any mandatory prepayment of Term Loans required pursuant to Section 2.03(b) or less than a pro rata basis with any then-outstanding Term Facility;

(v)    the other terms of all such Refinancing Debt (excluding, for the avoidance of doubt, interest rates (including through fixed interest rates), interest margins, rate floors, fees, funding discounts, original issue discounts and optional prepayment or optional redemption premiums and terms) (when taken as a whole) are (x) not materially more favorable to the lenders or other investors providing such Funded Debt than those applicable to the Refinanced Debt (when taken as a whole, as determined by the Borrower in good faith) or (y) on then-current market terms (as determined by the Borrower in good faith); and

(vi)    no Event of Default shall exist immediately prior to or after giving effect to the incurrence or issuance of such Refinancing Debt (except in connection with any acquisition or other Investment or irrevocable repayment or redemption of Funded Debt, where no such Event of Default shall exist at the time as elected by the Borrower pursuant to Section 1.03(d)).

provided that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Funded Debt (or such shorter period as may be agreed by the Administrative Agent in its discretion), together with a reasonably detailed description of the material terms and conditions of such Funded Debt or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement in this definition shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees).

 

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Refinancing Debt may be incurred in the form of a bridge or other interim credit facility intended to be Refinanced with long-term indebtedness (and such bridge or other interim credit facility shall be deemed to satisfy clause (iii) of this definition) if (x) such credit facility includes customary “rollover” provisions and (y) assuming such credit facility were to be extended pursuant to such “rollover” provisions, such extended credit facility would comply with clause (iii) above), provided that, on or prior to the first anniversary of the incurrence of such “bridge” or other credit facility, clause (v) of this definition shall not prohibit the inclusion of customary terms for “bridge” facilities, including customary mandatory prepayment, repurchase or redemption provisions.

Register” has the meaning specified in Section 10.06(c).

Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System as amended, or any successor regulation.

Related Documents” means the Reorganization Documents and the Loan Documents, collectively, and “Related Document” means any one of them.

Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors, consultants, service providers and representatives of such Person and of such Person’s Affiliates.

Relevant Governmental Body means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York for the purpose of recommending a benchmark rate to replace LIBOR in loan agreements similar to this Agreement.

Remainco” means RPI Intermediate Finance Trust, a Delaware statutory trust.

Remainco Disbursement Account” means that certain account of Remainco maintained at Bank of America, N.A. or an Affiliate thereof (or at another financial institution) as depositary bank with the account number set forth on Schedule 6.11.

Remainco Lender” means at any date a lender party to the Remainco Term Facility.

Remainco Term Facility” means the $1,260,000,000 Credit Agreement dated as of February 11, 2020 among Remainco, the lenders from time to time parties thereto, Bank of America, N.A., as administrative agent and any documentation and syndication agents party thereto.

Reorganization” means the reorganization that occurred in connection with the Exchange Offer (as defined below) contemplated by the Explanatory Memorandum dated October 1, 2019, as supplemented on November 27, 2019 (the “Explanatory Memorandum”) circulated to Current Investors (as defined below), which Exchange Offer occurred as follows:

(a)    RP Management, LLC formed Royalty Pharma Investments 2019 ICAV and two new feeder partnerships, RPI US Partners 2019, LP and RPI International Partners 2019, LP (the “New Feeder Vehicles”) that together acquired ownership of Royalty Pharma Investments 2019 ICAV as described below and caused the formation of the Borrower, the right to the equity of which was acquired by Royalty Pharma Investments 2019 ICAV as described below;

 

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(b)    RPI GP 2019, LP, (“New RPI GP”), the general partner of the New Feeder Vehicles launched an exchange offer (the “Exchange Offer”) pursuant to which holders of limited partnership interests (the “Current Investors”) in (i) RPI US Partners, LP (ii) RPI US Partners II, LP (iii) RPI International Partners, LP and (iv) RPI International Partners II, LP (the “Old Feeder Vehicles”) were offered the right to exchange their limited partnership interests in the Old Feeder Vehicles for limited partnership interests in the New Feeder Vehicles, as applicable;

(c)    Upon the completion of the Exchange Offer, the New RPI GP determined the percentage (the “Exchange Percentage”) of the aggregate limited partnership interests in the Old Feeder Vehicles exchanged for limited partnership interests in the New Feeder Vehicles and the Exchange Percentage of the interest the Old Feeder Vehicles in RP Investments was contributed to the New Feeder Vehicles in exchange for limited partnership interests in the New Feeder Vehicles followed by the repurchase from the Current Investors participating in the Exchange Offer of their limited partnership interests in the Old Feeder Vehicles in exchange for limited partnership interests in the New Feeder Vehicles;

(d)    Following the exchange, the New Feeder Vehicles contributed to Royalty Pharma Investments 2019 ICAV all of their RP Investments units, in exchange for 100% of the equity of Royalty Pharma Investments 2019 ICAV and Royalty Pharma Investments 2019 ICAV then contributed all of its RP Investments units to the Borrower, in exchange for the right to 100% of the equity of the Borrower;

(e)    The Old Feeder Vehicles caused the formation of Remainco and following the consummation of the Exchange Offer contributed to Remainco all of their RP Investments units in exchange for 100% of the equity of Remainco;

(f)    Pharmaceutical Investors, LP, the general partner of the Old Feeder Vehicles, converted a portion of its economic interest in the special allocation from RP Investments to special limited partnership interests (such interests, the “SLP Interests”) in the Old Feeder Vehicles that were exchanged into limited partnership interests of equivalent value in the applicable New Feeder Vehicles;

(g)    As a result of the foregoing steps, following the consummation of the Exchange Offer, both the Old Feeder Vehicles and the New Feeder Vehicles will hold an indirect interest in the investments of RPIFT and RPI Acquisitions (Ireland) Limited through shared ownership of RP Investments and the ownership of RP Investments is split between the Old Feeder Vehicles and the New Feeder Vehicles in proportion to the Exchange Percentage;

(h)    Royalty Pharma Investments 2019 ICAV will make new investments following the consummation of the Exchange Offer through the Borrower or as otherwise provided herein; and

(i)    Remainco entered into the Remainco Term Facility and the Borrower entered into this Agreement. This Agreement provides for a single drawing on the Closing Date and the Remainco Term Facility provides for a single drawing on the Closing Date. The proceeds of the drawing hereunder and under the Remainco Term Facility were invested in RP Investments by each of the Borrower and Remainco in proportion to their respective ownership interests and were used by RP Investments to make a contribution to RPIFT that was used to repay (or provide for the repayment) in full the principal, prepayment premium, if any, accrued interest and all other obligations under the RPIFT Senior Secured Credit Agreement.

Reorganization Documents” means (i) the organizational documents and trust agreements for the Companies and (ii) the various contribution agreements and repurchase agreements that are required in order to effectuate the transactions described or referred to in the definition of “Reorganization”.

 

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Reply Amount” has the meaning specified in the definition of “Dutch Auction”.

Reply Price” has the meaning assigned to such term in the definition of “Dutch Auction”.

Repricing Transaction” means any refinancing, refunding, replacement or repricing, in whole or in part, of any of the Term Loans, directly or indirectly, (x) from, or in anticipation of the receipt of, the proceeds of any broadly syndicated term loans secured by a Lien on the Collateral that is pari passu basis with the Lien securing the initial Term Loans (whether issued in one transaction or a series of related transactions, and including, without limitation, any Incremental Term Loans or Specified Refinancing Debt, in each case in the form of broadly syndicated term loans secured by a Lien on the Collateral that is pari passu with the Lien securing the initial Term Loans), or (y) pursuant to any amendment (other than any amendment to a financial covenant herein or in the component definitions thereof that may result in a repricing) to this Agreement, in any case and for any series of related transactions determined across all such transactions, having or resulting in an effective interest rate or weighted average yield (to be determined by the Administrative Agent, after giving effect to margins, upfront or similar fees or original issue discount shared with all lenders or holders thereof, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders thereof generally and in their capacity as lenders or holders) as of the date of such refinancing, refunding, replacement or repricing that is, or could be, by the express terms of such Funded Debt (and not by virtue of any fluctuation in the Adjusted Eurodollar Rate or Base Rate), less than the Applicable Rate for, or weighted average yield (to be determined by the Administrative Agent, on the same basis as above) of such Term Loans immediately prior to such refinancing, refunding, replacement or repricing; provided, that in no event shall any such refinancing, refunding, replacement, repricing or amendment constitute a Repricing Transaction if (i) the primary purpose thereof (as determined by the Borrower in good faith) was not to reduce the yield applicable to the applicable Term Loans or (ii) such refinancing, refunding, replacement, repricing or amendment was entered into in connection with a change of control under Section 8.01(k), a Qualifying IPO or a Transformative Acquisition constitute a Repricing Transaction.

Required Lenders” means, as of any date of determination, Lenders having more than 50% of the sum of the (i) the aggregate unused Term Commitments, if any plus (ii) the aggregate outstanding principal amount of the Term Loans at such date; provided that the unused Term Commitment and the portion of the Term Loans, if any, held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

Required Term A-1 Term Lenders” means, as of any date of determination, Term A-1 Term Lenders holding more than 50% of the Term A-1 Term Facility on such date; provided that the portion of the Term A-1 Term Facility held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Term A-1 Term Lenders.

Required Term B-1 Term Lenders” means, as of any date of determination, Term B-1 Term Lenders holding more than 50% of the Term B-1 Term Facility on such date; provided that the portion of the Term B-1 Term Facility held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Term B-1 Term Lenders.

Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

 

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Responsible Officer” means (i) with respect to any entity other than the Borrower, any officer of such entity who is authorized to act for such entity in matters relating to such entity and (ii) with respect to the Borrower, any officer of RP Management, LLC or Wilmington Trust, National Association, as owner trustee, who is authorized to act for RP Management, LLC or Wilmington Trust, National Association, as owner trustee, in matters relating to the Borrower and who is identified on the list of authorized signatories delivered by RP Management, LLC or Wilmington Trust, National Association, as owner trustee to the Administrative Agent on the Closing Date (as such list may be modified or supplemented from time to time thereafter) and, solely for purposes of notices given pursuant to Article II, any other officer or employee so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee designated in or pursuant to an agreement between the Borrower and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

Return Bid” has the meaning assigned to such term in the definition of “Dutch Auction”.

Royalty Assets” means (i) intellectual property (including patents) related to, or contractual rights to income derived from the sales of, or revenues generated by, pharmaceutical, medical, health care and/or biopharmaceutical products, processes, devices, or enabling or delivery technologies that are protected by patents, governmental or other regulations or otherwise by contract, and/or (ii) the securities of entities that hold, directly or indirectly, such interests including, without limitation, securities convertible into the foregoing, and any securities investments or contracts that may provide a hedge for such investments.

Royalty Proceeds” has the meaning set forth in Section 6.11(a).

Royalty Pharma Investments 2019 ICAV” means Royalty Pharma Investments 2019 ICAV, a collective asset management vehicle formed and existing under the laws of the Republic of Ireland.

RPCT” means Royalty Pharma Collection Trust (known prior to August 9, 2011 as Royalty Pharma Finance Trust), a Delaware statutory trust.

RPCT Collections Account” means (i) that certain account of RPCT maintained at Deutsche Bank Trust Company Americas, as depositary bank, with the account number set forth on Schedule 6.11, (ii) any account opened at Bank of America, N.A. or an Affiliate thereof to replace the account referenced in clause (i) and (iii) any replacement account in respect of the account described in the immediately preceding clause (ii) at an Approved Financial Institution.

RPIFT” means RPI Finance Trust, a Delaware statutory trust.

RPIFT Collections Account” means (i) that certain account of RPIFT maintained at Deutsche Bank Trust Company Americas, as depositary bank, with the account number set forth on Schedule 6.11, (ii) any account opened at Bank of America, N.A. or an Affiliate thereof to replace the account referenced in clause (i) and (iii) any replacement account in respect of the account described in the immediately preceding clause (ii) at an Approved Financial Institution.

RPIFT Concentration Account” means (i) that certain account of RPIFT maintained at Deutsche Bank Trust Company Americas, as depositary bank, with the account number set forth on Schedule 6.11, (ii) any account opened at Bank of America, N.A. or an Affiliate thereof to replace the account referenced in clause (i) and (iii) any replacement account in respect of the account described in the immediately preceding clause (ii) at an Approved Financial Institution.

 

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RPIFT Senior Secured Credit Agreement” means the Credit Agreement dated as of August 9, 2011 (as amended as of May 30, 2012, July 17, 2012, October 4, 2012, November 15, 2013, December 18, 2014, May 6, 2015, October 14, 2016, March 27, 2017, May 10, 2017 and May 4, 2018) among RPIFT, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent.

RP Investments” means Royalty Pharma Investments, a unit trust formed under the laws of the Republic of Ireland and the direct parent of RPIFT.

RP Investments Collections Account” means (i) that certain account of RP Investments maintained at Deutsche Bank Trust Company Americas as depositary bank, with the account number set forth on Schedule 6.11, (ii) any account opened at Bank of America, N.A. or an Affiliate thereof to replace the account referenced in clause (i) and (iii) any replacement account in respect of the account described in the immediately preceding clause (ii) at an Approved Financial Institution.

RP Investments Concentration Account” means (i) that certain account of RP Investments maintained at Bank of America, N.A. or an Affiliate thereof as depositary bank, with the account number set forth on Schedule 6.11 and (ii) any replacement account in respect of the account described in the immediately preceding clause (i) at an Approved Financial Institution.

RP Select Disbursement Account” means (i) that certain account of RP Select Finance Trust, a Delaware statutory trust, maintained at Deutsche Bank Trust Company Americas as depositary bank (Account No. RPSF 11.1) and (ii) any replacement account in respect of the account described in the immediately preceding clause (i).

S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw Hill Companies, Inc. and any successor thereto.

Sanction(s)” means any economic or financial sanction administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)) or the U.S. State Department, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority, in each case to the extent applicable to the Borrower or any Subsidiaries.

Scheduled Unavailability Date” has the meaning specified in Section 3.03.

SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

Secured Cash Management Agreement” means any Cash Management Agreement that is entered into by and between any Loan Party and any Cash Management Bank.

Secured Hedge Agreement” means any Swap Contract entered into by and between the Borrower and any Hedge Bank.

Secured Parties” means, collectively, the Senior Credit Parties, the Hedge Banks, the Cash Management Banks and the other Persons the Finance Obligations owing to which are or are purported to be secured by the Collateral under the terms of the Collateral Documents.

 

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Security Agreement” means the Security Agreement, substantially in the form of Exhibit F hereto, dated as of the date hereof among the Borrower, any Guarantors from time to time party thereto and the Collateral Agent, as the same may be amended, modified or supplemented from time to time.

Senior Credit Obligations” means, with respect to each Loan Party, without duplication:

(i)    in the case of the Borrower, all principal of and interest (including, without limitation, any interest which accrues after the commencement of any proceeding under any Debtor Relief Law with respect to the Borrower, whether or not allowed or allowable as a claim in any such proceeding) on any Term Loan under, or any Term Note issued pursuant to, this Agreement or any other Loan Document;

(ii)    all fees, expenses, indemnification obligations and other amounts of whatever nature now or hereafter payable by such Loan Party (including, without limitation, any amounts which accrue after the commencement of any proceeding under any Debtor Relief Law with respect to such Loan Party, whether or not allowed or allowable as a claim in any such proceeding) pursuant to this Agreement or any other Loan Document;

(iii)    all expenses of the Agents as to which one or more of the Agents have a right to reimbursement by such Loan Party under Section 10.04(a) of this Agreement or under any other similar provision of any other Loan Document, including, without limitation, any and all sums advanced by the Collateral Agent to preserve the Collateral or preserve its security interests in the Collateral to the extent permitted under any Loan Document or applicable Law;

(iv)    all amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement by such Loan Party under Section 10.04(b) of this Agreement or under any other similar provision of any other Loan Document; and

(v)    in the case of each Guarantor, all amounts now or hereafter payable by such Guarantor and all other obligations or liabilities now existing or hereafter arising or incurred (including, without limitation, any amounts which accrue after the commencement of any proceeding under any Debtor Relief Law with respect to the Borrower, such Guarantor, whether or not allowed or allowable as a claim in any such proceeding) on the part of such Guarantor, pursuant to this Agreement, the Guaranty or any other Loan Document;

together in each case with all renewals, modifications, consolidations or extensions thereof.

Senior Credit Party” means each Lender, the Administrative Agent, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05, the Collateral Agent and each Indemnitee and their respective successors and assigns, and “Senior Credit Parties” means any two or more of them, collectively.

SLP Interest” has the meaning specified in the definition of “Reorganization”.

SOFR with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark (or a successor administrator) on the Federal Reserve Bank of New York’s website (or any successor source) and, in each case, that has been selected or recommended by the Relevant Governmental Body.

SOFR-Based Rate” means SOFR or Term SOFR.

 

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Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (i) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (ii) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (iii) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (iv) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital and (v) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Specified Distribution Transaction” means a Distribution or Disposition of Royalty Assets of RP Investments or any Subsidiary thereof (and/or the Capital Stock of any such Person) to the Borrower (directly or through a series of related transactions) followed by a cash payment by the Borrower to Remainco, subject to satisfaction of each of the following conditions: (i) such cash payment shall be equal to the fair market value (as determined in good faith by the Borrower and as set forth on a certificate of the Borrower delivered to the Administrative Agent in form reasonably satisfactory to the Administrative Agent) of such Royalty Assets that are Distributed to or purchased by the Borrower multiplied by the Applicable Remainco Ownership Percentage (plus any fees and expenses payable in respect of such transaction), (ii) prior to and immediately after giving effect to such transaction, no Event of Default shall exist and be continuing and (iii) prior to and immediately after giving effect to such transaction, the Borrower is in compliance with the final proviso in Section 7.02.

Specified Subsidiary” means any Subsidiary of the Borrower that makes a Permitted Acquisition pursuant to Section 7.02(c) or with respect to which an Investment is made pursuant to Section 7.02(f)(y), in each case in reliance on the Non-Loan Party Cap.

Specified Event of Default” means an Event of Default pursuant to Section 8.01(a) or Section 8.01(f).

Specified Refinancing Debt” has the meaning specified in Section 2.14.

Standing Instructions” has the meaning specified in Section 6.11(b)(v).

Subject Proceeds” has the meaning specified in Section 2.03(b)(ii).

Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company, statutory trust or other business entity as to which a majority of the beneficial or other ownership interests therein, or a majority of the shares of securities thereof or other interests therein having ordinary voting power for the election of the directors or other governing body thereof (other than securities or interests having such power only by reason of the happening of a contingency), in each case are at the time beneficially owned, or the management of such business entity is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by, such Person, and, with respect to the Borrower, shall in any event as of the Closing Date include RP Investments, RPIFT, RPCT, RPI Acquisitions (Ireland) Limited, RP IP HoldCo (Ireland) Limited, RP Cube Trust, RP Delano, LLC and Royalty Pharma Investments ICAV. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.

 

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Support Obligations” means, as to any Person, any (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such indebtedness or other obligation of the payment or performance of such indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any indebtedness or other obligation of any other Person, whether or not such indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such indebtedness to obtain any such Lien). The amount of any Support Obligations shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Support Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.

Swap Contract” means (i) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (ii) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

Swap Obligations” of any Person means all obligations (including, without limitation, any amounts which accrue after the commencement of any bankruptcy or insolvency proceeding with respect to such Person, whether or not allowed or allowable as a claim under any proceeding under any Debtor Relief Law) of such Person in respect of any Swap Contract.

Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (i) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (ii) for any date prior to the date referenced in clause (i), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

Synthetic Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing arrangement that is considered borrowed money indebtedness for tax purposes but is classified as an operating lease under GAAP.

 

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Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

Term A Loans” means the Term A-1 Term Loans and any other Classes of Term Loans with annual amortization payments in an amount equal to or greater than 5.00% of the original principal amount thereof.

Term A-1 Term Borrowing” means a borrowing consisting of simultaneous Term A-1 Term Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Term A-1 Term Lenders pursuant to Section 2.01(b).

Term A-1 Term Commitment” means, as to each Term A-1 Term Lender, its obligation to make a Term A-1 Term Loan to the Borrower pursuant to Section 2.01(b) on the Closing Date.

Term A-1 Term Facility” means, at any time on or after the Closing Date, the aggregate principal amount of the Term A-1 Term Loans outstanding at such time (which on the Closing Date is $3,200,000,000).

Term A-1 Term Lender” means, at any time on or after the Closing Date, any Lender that holds Term A-1 Term Loans at such time.

Term A-1 Term Loan” means, at any time on or after the Closing Date, a loan made by a Term A-1 Term Lender under the Term A-1 Term Facility, including any Incremental Term Loan made as a Term A-1 Term Loan.

Term A-1 Term Note” means a promissory note, substantially in the form of Exhibit B, evidencing the obligation of the Borrower to repay outstanding Term A-1 Term Loans made by a Term A-1 Term Lender, as such note may be amended, modified or supplemented from time to time.

Term B-1 Term Borrowing” means a borrowing consisting of simultaneous Term B-1 Term Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Term B-1 Term Lenders pursuant to Section 2.01(a).

Term B-1 Term Commitment” means, as to each Term B-1 Term Lender, its obligation to make a Term B-1 Term Loan to the Borrower pursuant to Section 2.01(a) on the Closing Date.

Term B-1 Term Facility” means, at any time on or after the Closing Date the aggregate principal amount of the Term B-1 Term Loans outstanding at such time (which on the Closing Date) is $2,840,000,000.

Term B-1 Term Lender” means, at any time on or after Closing Date, any Lender that holds Term B-1 Term Loans at such time.

Term B-1 Term Loan” means, at any time on or after the Closing Date, a loan made or converted into by a Term B-1 Term Lender under the Term B-1 Term Facility, including any Incremental Term Loan made as a Term B-1 Term Loan.

Term B-1 Term Note” means a promissory note, substantially in the form of Exhibit B, evidencing the obligation of the Borrower to repay outstanding Term B-1 Term Loans made by a Term B-1 Term Lender, as such note may be amended, modified or supplemented from time to time.

 

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Term Borrowing” means a Term A-1 Term Borrowing and a Term B-1 Term Borrowing.

Term Commitment” means a Term A-1 Term Commitment and Term B-1 Term Commitment or any Incremental Term Commitment, and “Term Commitments” means any two or more of them, collectively.

Term Facility” means, at any time, the Term A-1 Term Facility, the Term B-1 Term Facility or any Incremental Term Loan Tranche, and “Term Facilities” means any two or more of them, collectively.

Term Loan” means a Term A-1 Term Loan, a Term B-1 Term Loan, or any Incremental Term Loan, and “Term Loans” means any two or more of them, collectively.

Term Note” means a Term A-1 Term Note or a Term B-1 Term Note, and “Term Notes” means any two or more of them, collectively.

Term SOFR means the forward-looking term rate for any period that is approximately (as determined by the Administrative Agent) as long as any of the Interest Period options set forth in the definition of “Interest Period” and that is based on SOFR and that has been selected or recommended by the Relevant Governmental Body, in each case as published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion.

Transaction” means the events contemplated by the Related Documents.

Transformative Acquisition” means any acquisition or Investment by the Borrower or any Subsidiary that either (a) is not permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or Investment or (b) if permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or Investment, would not provide the Borrower and its Subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower acting in good faith.

Type” means, with respect to a Term Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

UCC” means the Uniform Commercial Code as in effect in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

 

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UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

United States” and “US” mean the United States of America.

Weighted Average Life to Maturity” means, when applied to any indebtedness at any date, the number of years obtained by dividing: (i) the sum of the products obtained by multiplying (A) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (B) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (ii) the then outstanding principal amount of such indebtedness.

Write-Down and Conversion Powers” means (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

Section 1.02    Other Interpretative Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)    The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law and any reference to any law or regulation shall, unless otherwise specified, refer to such Law or regulation as amended, modified or supplemented from time to time and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b)    In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through means “to and including.”

 

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(c)    Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

(d)    References to a “Person and its Subsidiaries” or to a “Person or any Subsidiary” (or words of similar import) means to the Borrower and its Subsidiaries, unless otherwise specified.

Section 1.03    Accounting Terms and Determinations.

(a)    Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Funded Debt of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded.

(b)    Changes in GAAP. If at any time any change in GAAP or in the application thereof would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and any other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

(c)    Computation of Certain Financial Covenants. Unless otherwise specified herein, all defined financial terms (and all other definitions used to determine such terms) shall be to those determined and computed in respect of the Consolidated Group.

(d)    Limited Condition Transactions. Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro-Forma Basis), to the extent that the terms of this Agreement require (i) compliance with any financial ratio or financial test (including Section 7.10 hereof, any Consolidated Leverage Ratio test or Consolidated Coverage Ratio test) and/or any cap expressed as a percentage of Consolidated EBITDA or consolidated total assets, (ii) accuracy of any representation or warranty and/or the absence of a Default or Event of Default (or any type of default or event of default) or (iii) compliance with any basket or other condition (including any basket measured as a percentage of Consolidated EBITDA or consolidated total assets, as a condition to (A) the consummation of any transaction (including in connection with any acquisition, consolidation, business combination or similar Investment or the assumption or incurrence of Funded Debt), (B) the making of any Distributions and/or (C) the making of any prepayment of Funded Debt, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, (1) in the case of any acquisition, consolidation, business combination or similar Investment, any Disposition any incurrence of Funded Debt or any transaction relating thereto, at the time of (or on the basis of the financial statements for the most recently ended four consecutive fiscal quarters at the time of) either (x) the execution of the definitive agreement with respect to such acquisition, consolidation, business combination, similar Investment or Disposition (or, in connection with an acquisition, consolidation or business combination to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7

 

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Announcement” of a firm intention to make an offer is made or to which the Irish Takeover Panel Act 1997 Takeover Rules 2007 applies, the date on which a “Rule 2.5 Announcement” of a firm intention to make an offer is made) or the establishment of a commitment with respect to such Funded Debt or (y) the consummation of such acquisition, consolidation, business combination, Investment or Disposition or the incurrence of such Funded Debt, (2) in the case of any Distributions, at the time of (or on the basis of the financial statements for the most recently ended four consecutive fiscal quarters at the time of) (x) the declaration of such Distributions or (y) the making of such Distributions and (3) in the case of any prepayment of Funded Debt, at the time of (or on the basis of the financial statements for the most recently ended four consecutive fiscal quarters at the time of) (x) delivery of notice with respect to such prepayment of Funded Debt or (y) the making of such prepayment of Funded Debt, in each case, after giving effect on a Pro-Forma Basis to the relevant acquisition, consolidation, business combination or similar Investment, Distributions and/or prepayment of Funded Debt, incurrence of Funded Debt or other transaction (including the intended use of proceeds of any Funded Debt to be incurred in connection therewith) and, with respect to any other acquisition, consolidation, business combination or similar Investment, Distributions, prepayment of Funded Debt, incurrence of Funded Debt or other transaction that has not been consummated but with respect to which the Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.03(d) (a “Previously Elected Transaction”), assuming that such Previously Elected Transaction has been consummated and that such Previously Elected Transaction has not been consummated. For the avoidance of doubt, if the Borrower shall have elected the option set forth in clause (x) of any of the preceding clauses (1), (2) or (3) in respect of any transaction, then the Borrower shall only be required to satisfy the applicable test or condition at the time set forth in such clause (x) with respect to such transaction, and shall not be required to satisfy the applicable test or condition at any subsequent time with respect to such transaction. For the avoidance of doubt, the provisions of this paragraph (d) shall apply in respect of the incurrence of any Incremental Term Loans, Incremental Equivalent Debt or any other incurrence or assumption of Funded Debt.

Section 1.04    Rounding. Any financial ratios required to be maintained by any member of the Consolidated Group pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

Section 1.05    Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

Section 1.06    Currency Equivalents Generally. Any amount specified in this Agreement (other than in Articles II, IX and X) or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount thereof in the applicable currency to be determined by the Administrative Agent at such time on the basis of the Spot Rate (as defined below) for the purchase of such currency with Dollars. For purposes of this Section 1.06, the “Spot Rate” for a currency means the rate determined by the Administrative Agent to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date of such determination; provided that the Administrative Agent may obtain such spot rate from another financial institution designated by the Administrative Agent if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency.

Section 1.07    Cashless Rollovers. Notwithstanding anything to the contrary contained in this Agreement or in any other Loan Document, to the extent that any Lender extends the maturity date

 

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of, or replaces, renews or refinances, any of its then-existing Term Loans to the Borrower hereunder with Incremental Term Loans, Specified Refinancing Debt, pursuant to a Loan Modification Agreement or loans incurred under a new credit facility or directly or indirectly refinances loans to RPIFT under the RPIFT Senior Secured Credit Agreement on the Closing Date with Term Loans made on the Closing Date, in each case, to the extent such extension, replacement, renewal or refinancing is effected by means of a “cashless roll” by such Lender, such extension, replacement, renewal or refinancing shall be deemed to comply with any requirement hereunder or any other Loan Document or under the RPIFT Senior Secured Credit Agreement that such payment be made “in Dollars”, “in immediately available funds”, “in Cash” or any other similar requirement.

Section 1.08    Interest Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any rate that is an alternative or replacement for or successor to any of such rate (including, without limitation, any LIBOR Successor Rate) or the effect of any of the foregoing, or of any LIBOR Successor Rate Conforming Changes.

Section 1.09    Delaware LLC Divisions. For all purposes under the Loan Documents, in connection with any Delaware LLC Division: (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a Delaware Divided LLC, then it shall be deemed to have been transferred from the original Person to the Delaware Divided LLC, and (b) if a Delaware Divided LLC comes into existence, such Delaware Divided LLC shall be deemed to have been organized on the first date of its existence by the holders of the Capital Stock at such time.

ARTICLE II

THE TERM COMMITMENTS AND TERM LOANS

Section 2.01    The Term Loans.

(a)    Term B-1 Term Loans. Subject to the terms and conditions set forth herein, each Term B-1 Term Lender severally agrees to make Term B-1 Term Loans to the Borrower on the Closing Date in an amount not to exceed such Term B-1 Term Lender’s Applicable Percentage of the Term B-1 Term Facility. The Term B-1 Term Borrowing shall consist of Term B-1 Term Loans made simultaneously by the Term B-1 Term Lenders in accordance with their respective Applicable Percentages of the Term B-1 Term Facility. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term B-1 Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

(b)    Term A-1 Term Loans. Subject to the terms and conditions set forth herein, each Term A-1 Term Lender severally agrees to make a Term A-1 Term Loan to the Borrower on the Closing Date in an amount not to exceed such Term A-1 Term Lender’s Applicable Percentage of the Term A-1 Term Facility. The Term A-1 Term Borrowing shall consist of Term A-1 Term Loans made simultaneously by the Term A-1 Term Lenders in accordance with their respective Applicable Percentages of the Term A-1 Term Facility. Amounts borrowed under this Section 2.01(d) and repaid or prepaid may not be reborrowed. Term A-1 Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

Section 2.02    Borrowings, Conversions and Continuations of Term Loans.

(a)    Each Term Borrowing, each conversion of Term Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable

 

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notice to the Administrative Agent, which may be given by A) telephone, or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 A.M. (i) three Business Days prior to the requested date of any Term Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Term Borrowing of Base Rate Loans; provided, however, that if the Borrower wishes to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of such Term Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 A.M., three Business Days before the requested date of such Term Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Term Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Term Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Borrower is requesting a Term A-1 Term Borrowing, a Term B-1 Term Borrowing, a conversion of Term Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Term Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Term Loans to be borrowed, converted or continued, (iv) the Type of Term Loans to be borrowed or to which existing Term Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Term Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Term Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

(b)    Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage under the applicable Term Facility of the applicable Term A-1 Term Loans or Term B-1 Term Loans covered by the Committed Loan Notice, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). Each Appropriate Lender shall make the amount of its Term Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 P.M. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.01 (or, if such Term Borrowing is an Incremental Term Loan, Section 2.12(f) or, if such Term Borrowing is of Specified Refinancing Debt, Section 2.14(c)), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower.

(c)    Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Term Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.

 

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(d)    The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

(e)    After giving effect to all Term Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than ten Interest Periods in effect in respect of the Term Facilities.

Section 2.03    Prepayments.

(a)    Optional. The Borrower may at any time or from time to time voluntarily prepay Term Loans in whole or in part without premium or penalty; provided that: (A) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (B) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied among the Term Facilities and to the principal repayment installments thereof in each case as directed by the Borrower (or, failing such direction, ratably among the Term Facilities and to the principal repayment installments thereof in inverse order of scheduled maturities), and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the applicable Term Facility. Any prepayment of a Eurodollar Rate Loan pursuant to this Section 2.03(a) shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.

(b)    Mandatory.

(i)    Consolidated Excess Cash Flow. On the first Business Day after financial statements for any fiscal quarter have been delivered pursuant to Section 6.01(a) or (b), as applicable, and the related Compliance Certificate has been delivered pursuant to Section 6.02(a) (commencing with those delivered for the fiscal quarter ending March 31, 2020), the Borrower shall prepay an aggregate principal amount of Term Loans equal to (the “ECF Prepayment Amount”) (A) the Applicable ECF Percentage of Consolidated Excess Cash Flow for the fiscal quarter covered by such financial statements, minus (B) the aggregate amount of all voluntary prepayments made pursuant to Section 2.03(a) and amortization payments made pursuant to Section 2.05(a) or Section 2.05(b), in each case made during such prior fiscal quarter funded from Consolidated Excess Cash Flow and not made with any Excluded Sources, minus (C) an amount equal to the Distributions that the Borrower would have been permitted to make in such period pursuant to Section 7.06(a) (whether or not actually made) (such prepayment to be applied as set forth in clause (iv) below). As used in this Section 2.03(b)(i), the term “Applicable ECF Percentage” for any fiscal quarter means (i) 50.0%, if the Consolidated Leverage Ratio as of the last day of such prior fiscal quarter was greater than 3.50 to 1.0, (ii) 25.0%, if the Consolidated Leverage Ratio as of the last day of such prior fiscal quarter was equal to or less than 3.50 to 1.0 but greater than 3.00 to 1.00 or (iii) 0% if the Consolidated Leverage Ratio as of the last day of such prior fiscal quarter was equal to or less than 3.00 to 1.00. Notwithstanding the foregoing, if at the time that any such prepayment would be required, the Borrower (or any Subsidiary thereof) is also required to prepay, repurchase or offer to prepay or repurchase any

 

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Funded Debt permitted hereunder that is secured on a pari passu basis with any Senior Credit Obligation pursuant to the terms of the documentation governing such Funded Debt (such Funded Debt required to be so prepaid or repurchased or offered to be so prepaid or repurchased, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and the relevant Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time) to the prepayment of the Term Loans and to the prepayment of the relevant Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.03(b)(i) shall be reduced accordingly; it being understood and agreed that (x) the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the portion of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with the terms hereof and (y) to the extent the holders of the Other Applicable Indebtedness decline to have such Other Applicable Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.

(ii)    Dispositions. The Borrower or any other member of the Consolidated Group, as the case may be, shall prepay an aggregate principal amount of Term Loans equal to 100% of the Net Cash Proceeds from any Disposition or Involuntary Disposition by the Borrower or such other member of the Consolidated Group within 10 Business Days of receipt thereof by such Person to the extent such proceeds are not reinvested within 12 months after receipt of such Net Cash Proceeds (or reinvested within 18 months after receipt thereof if a contractual commitment to reinvest is entered into within 12 months after receipt thereof) in similar assets or in Royalty Assets (including any such assets that are acquired through a Permitted Acquisition or other Investment, but in any case subject to the Non-Core Royalty Asset Cap); provided that the Borrower may elect to deem certain expenditures that would otherwise be permissible reinvestments but that occurred prior to the receipt of the applicable Net Cash Proceeds as having been reinvested in accordance with the provisions of this clause (ii), but only to the extent such deemed expenditure shall have been made no earlier than the earlier of the execution of a definitive agreement with respect to such Disposition or the consummation of the applicable Disposition or Involuntary Disposition; provided, further, that no such prepayment shall be required under this clause (ii) with respect to any Disposition or Involuntary Disposition that does not result in more than $10,000,000 per Disposition or Involuntary Disposition or series of related Dispositions or Involuntary Dispositions (the amounts so required to prepay Term Loans pursuant to this clause (ii), the “Subject Proceeds”). Notwithstanding the foregoing, if, at the time that any such prepayment would be required hereunder, the Borrower or any of its Subsidiaries is required to repay or repurchase (or offer to repay or repurchase) any Other Applicable Indebtedness with Subject Proceeds, then the relevant Person may apply the Subject Proceeds on a pro rata basis to the prepayment of the Term Loans and to the repurchase or repayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and the Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time); it being understood and agreed that (x) the portion of the Subject Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of the Subject Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof (and the remaining amount, if any, of the Subject Proceeds shall be allocated to the Term Loans in accordance with the terms hereof), and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant

 

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to this Section 2.03(b)(ii) shall be reduced accordingly and (y) to the extent the holders of the Other Applicable Indebtedness decline to have such Other Applicable Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.

(iii)    Debt Transactions. The Borrower or any of its Subsidiaries, as the case may be, shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received from any Debt Transaction immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (iv) below).

(iv)    Application to Amortization Payments. Each prepayment of Term Loans pursuant to the foregoing provisions of this Section 2.03(b) shall be applied ratably among the Term A-1 Term Facility and the Term B-1 Term Facility, in each case to the principal repayment installments of the Term Facilities on a pro-rata basis; provided that upon notice from the Borrower to the Administrative Agent concurrently with any prepayment of Term Loans pursuant to this Section 2.03(b), any prepayment of Term Loans shall first be applied to up to the next four quarterly installments of each of the Term Facilities pro-rata as among each of the Term Facilities.

(c)    Prepayment Notices. Each prepayment made pursuant to this Section 2.03 shall be made upon notice to the Administrative Agent (such notice to be in a form acceptable to the Administrative Agent), which may be given by telephone, which notice must be received by the Administrative Agent not later than 12:00 P.M. (x) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (y) one Business Day prior to any date of prepayment of Base Rate Loans. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. Each telephonic notice by the Borrower pursuant to this Section 2.03 must be confirmed promptly by delivery to the Administrative Agent of a written Prepayment Notice, appropriately completed and signed by a Responsible Officer of the Borrower. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage(s) of the Term Facilities). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment under this Section 2.03 shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in the manner described in Section 2.03(a) or (b), as applicable.

(d)    Prepayment Premium. Notwithstanding anything herein to the contrary, if on or prior to the calendar date corresponding to that of the Closing Date occurring in the sixth calendar month immediately following the calendar month in which the Closing Date occurs, the Borrower (i) makes any prepayment of Term Loans under the Term B-1 Term Facility with the proceeds of any Repricing Transaction described under clause (x) of the definition of Repricing Transaction, or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction under clause (y) of the definition of Repricing Transaction with respect to any of the Term B-1 Term Facility, the Borrower shall on the date of such prepayment or amendment, as applicable, pay to each applicable Lender, (A) in the case of such clause (x), 1.0% of the principal amount of the Term B-1 Term Loans under the Term B-1 Term Facility so prepaid and (B) in the case of such clause (y), 1.0% of the aggregate amount of the Term B-1 Term Loans under the relevant Term B-1 Term Facility affected by such Repricing Transaction and outstanding on the effective date of such amendment.

 

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Section 2.04    Termination of Term Commitments. The aggregate Term Commitments shall be automatically and permanently reduced to zero on the date of the Term Borrowing.

Section 2.05    Repayment of Term Loans.

(a)    Scheduled Amortization of Term B-1 Term Loans. The Borrower shall repay to the Administrative Agent for the ratable accounts of the Term B-1 Term Lenders the aggregate principal amount of all Term B-1 Term Loans outstanding in quarterly installments on the last Business Day of each March, June, September and December (commencing on March 31, 2020) equal to 0.25% of the aggregate principal amount of the Term B-1 Term Loans on the Closing Date (which installments shall be (i) reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.03(a) or Section 2.03(b)(iv) and (ii) subject to Section 2.12(d), increased by an amount equal to (A) in the case of each installment occurring thereafter other than the installment payable on the Maturity Date for the Term B-1 Term Facility, an amount equal to 0.25% of the aggregate principal amount of any Incremental Term Loans made pursuant to Section 2.12 as Term B-1 Term Loans and (B) in the case of the installment payable on the Maturity Date for the Term B-1 Term Facility, an amount equal to the remainder of the aggregate principal amount of any such Incremental Term Loans); provided that the final principal repayment installment of the Term B-1 Term Loans (including any Incremental Term Loans made as Term B-1 Term Loans) shall be repaid on the Maturity Date for the Term B-1 Term Facility and in any event shall be in an amount equal to the aggregate principal amount of all Term B-1 Term Loans outstanding on such date.

(b)    Scheduled Amortization of Term A-1 Term Loans. The Borrower shall repay to the Administrative Agent for the ratable accounts of the Term A-1 Term Lenders the aggregate principal amount of all Term A-1 Term Loans outstanding in quarterly installments on the last Business Day of each March, June, September and December (commencing on March 31, 2020) equal to 1.25% of the aggregate principal amount of the Term A-1 Term Loans on the Closing Date (which installments shall be (i) reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.03(a) or Section 2.03(b)(iv) and (ii) subject to Section 2.12(d), increased by an amount equal to (A) in the case of each installment occurring thereafter other than the installment payable on the Maturity Date for the Term A-1 Term Facility, an amount equal to 1.25% of the aggregate principal amount of any Incremental Term Loans made pursuant to Section 2.12 as Term A-1 Term Loans and (B) in the case of the installment payable on the Maturity Date for the Term A-1 Term Facility, an amount equal to the remainder of the aggregate principal amount of any such Incremental Term Loans); provided that the final principal repayment installment of the Term A-1 Term Loans (including any Incremental Term Loans made as Term A-1 Term Loans) shall be repaid on the Maturity Date for the Term A-1 Term Facility and in any event shall be in an amount equal to the aggregate principal amount of all Term A-1 Term Loans outstanding on such date.

(c)    Accrued Interest. Any repayment of Term Loans shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.

Section 2.06    Interest.

(a)    Stated Interest. Subject to the provisions of Section 2.06(b), with respect to Term B-1 Term Loans and Term A-1 Term Loans, (A) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the sum of (1) the Adjusted Eurodollar Rate for such Interest Period plus (2) the Applicable Rate for such Term Facility and (B) each Base Rate Loan under such Term Facility shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the sum of (1) the Base Rate plus (2) the Applicable Rate for such Term Facility.

 

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(b)    Default Interest.

(i)    While any Specified Event of Default exists, the Borrower shall pay interest on all outstanding Senior Credit Obligations constituting principal or interest not paid when due at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(ii)    Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c)    Payments of Interest. Interest on the Term Loans shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

Section 2.07    Fees. (a) The Borrower shall pay to the Arrangers and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever except to the extent otherwise agreed in writing by such parties.

(b)    The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever except to the extent otherwise agreed in writing by such parties.

Section 2.08    Computation of Interest and Fees. All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Adjusted Eurodollar Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Term Loan for the day on which the Term Loan is made, and shall not accrue on a Term Loan, or any portion thereof, for the day on which the Term Loan or such portion is paid, provided that any Term Loan that is repaid on the same day on which it is made shall, subject to Section 2.10(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Section 2.09    Evidence of Debt. The Term Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Term Loans made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Senior Credit Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Term Note, which shall evidence such Lender’s Term Loans under a Term Facility in addition to such accounts or records. Each Lender may attach schedules to its Term Note(s) and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto.

 

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Section 2.10    Payments Generally; Administrative Agents Clawback.

(a)    General. All payments to be made by the Borrower shall be made free and clear and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided for herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 P.M. on the date specified herein. The Administrative Agent will promptly distribute to each Appropriate Lender its Applicable Percentage(s) in respect of the applicable Term Facilities (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 PM shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(b)    Funding and Payments; Presumptions.

(i)    Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Term Borrowing of Eurodollar Rate Loans (or, in the case of any Term Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Term Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Term Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Term Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Term Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Term Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Term Loan included in such Term Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(ii)    Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the time at which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the

 

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Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Appropriate Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

(c)    Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Term Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Term Loans set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender without interest.

(d)    Obligations of Lenders Several. The obligations of the Lenders hereunder to make Term Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Term Loan, to fund any such participation or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Term Loan, to purchase its participation or to make its payment under Section 10.04(c).

(e)    Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Term Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Term Loan in any particular place or manner.

(f)    Insufficient Funds. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, toward payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

Section 2.11    Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (i) Senior Credit Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (x) the amount of such Senior Credit Obligations due and payable to such Lender at such time to (y) the aggregate amount of the Senior Credit Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Senior Credit Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (ii) Senior Credit Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (x) the amount of such Senior Credit Obligations owing (but not due and payable) to such Lender at such time to (y) the

 

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aggregate amount of the Senior Credit Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payment on account of the Senior Credit Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time then the Lender receiving such greater proportion shall (A) notify the Administrative Agent of such fact, and (B) purchase (for cash at face value) participations in the Term Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Senior Credit Obligations then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:

(i)    if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii)    the provisions of this Section shall not be construed to apply to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Term Loans to any assignee or participant allowed hereunder.

The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against any Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

Section 2.12    Incremental Term Loans.

(a)    Requests for Incremental Term Loans. Upon notice to the Administrative Agent (which, if so directed by the Borrower in its discretion, shall promptly notify the Appropriate Lenders), at any time after the Closing Date the Borrower may request one or more additional Classes of term loans or an increase to any existing Class of term loans (each an “Incremental Term Commitment” and all of them, collectively, the “Incremental Term Commitments”); provided that:

(i)    after giving effect to the incurrence of Incremental Term Loans under an Incremental Term Commitment, and the application of the proceeds thereof (including any Acquisition or other Investment consummated in connection therewith), on a Pro-Forma Basis the Consolidated Leverage Ratio does not exceed the ratio equal to maximum Consolidated Leverage Ratio then permitted by Section 7.10(a) (including after giving effect to the proviso thereto) less 0.25; and

(ii)    any such addition shall be in an aggregate amount of not less than $20,000,000 or any whole multiple of $5,000,000 in excess thereof.

Any loans made in respect of any such Incremental Term Commitments (the “Incremental Term Loans”) may be made, at the option of the Borrower, by either (i) increasing the Term Commitments under one or both of the Term Facilities with the same terms (including pricing) as the existing Term Loans under the applicable Term Facility, or (ii) creating a new tranche of term loans (an “Incremental Term Loan Tranche”); provided that if such Incremental Term Loans are not Term Loans, such Incremental Term Loans shall have prepayment events not more stringent than those applicable to the outstanding Term Loans.

 

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(b)    Ranking and Other Provisions. The Incremental Term Loans:

(i)    (A) shall rank pari passu or junior in right of payment and in respect of lien priority as to the Collateral with the Senior Credit Obligations in respect of the outstanding Term Loans and (B) may not (x) be guaranteed by any Person that is not a Loan Party, (y) be secured by Liens on any assets other than the Collateral or (z) receive Alternative Credit Support (or any analogous alternative credit support) from any Person that is not a Guarantor or an Alternative Credit Support Entity;

(ii)    shall not have (A) a final maturity date that is before, in the case of Incremental Term Loans that are Term A Loans, the stated maturity date of the Term A Loans with the latest Maturity Date at such time, and in the case of Incremental Term Loans other than Term A Loans, the stated maturity date of the Term Loans (other than Term A Loans) with the latest Maturity Date at such time, or (B) a Weighted Average Life to Maturity shorter than the remaining average life to maturity of, in the case of Incremental Term Loans that are Term A Loans, the outstanding Term A Loans with the latest Maturity Date at such time, and in the case of Incremental Term Loans other than Term A Loans, the outstanding Term Loans (other than Term A Loans) with the latest Maturity Date at such time; provided that the foregoing limitations shall not apply to (x) customary bridge loans with a maturity date not longer than one year; provided that the terms of such bridge loans provide for automatic extension of the maturity date thereof to a date that is not earlier than, in the case of Incremental Term Loans that are Term A Loans, the stated maturity date of the Term A Loans with the latest Maturity Date at such time and in the case of Incremental Term Loans other than Term A Loans, the stated maturity date of the Term Loans (other than Term A Loans) with the latest Maturity Date at such time and (y) Incremental Term Loans having an aggregate principal amount not exceeding the Inside Maturity Excluded Amount;

(iii)    except as set forth in paragraph (a) above and this paragraph (b) with respect to prepayment events, maturity date, interest rate, yield, call protection, fees and original issue discounts and except with respect to the amortization schedule for the Incremental Term Loans and the permitted use of proceeds thereof, shall have substantially the same terms as (and in any event no more favorable than) the outstanding Term Loans under the applicable Term Facility (and to the extent materially differing from the terms of the outstanding Term Loans under the applicable Term Facility, shall be agreed between the Borrower and the Incremental Lenders providing such Incremental Term Loans, and shall be reasonably satisfactory to the Administrative Agent); provided that (A) in the case of any Incremental Term Loan Tranche (other than an Incremental Term Loan Tranche in respect of Term A Loans) (an “Incremental Term B Facility”) incurred prior to the date that is 12 months after the Closing Date that is scheduled to mature prior to the date that is two years after the Maturity Date for the Term B-1 Term Loan in respect of the Term B-1 Term Facility, the All-In Yield applicable thereto may not be more than 0.50% higher than the All-In Yield applicable to the Term B-1 Term Loans unless the Applicable Rate (and/or, as provided in the proviso below, the Base Rate floor or Eurodollar Rate floor) with respect to the Term B-1 Term Loans is adjusted such that the All-In Yield on the Term B-1 Term Loans is not more than 0.50% per annum less than the All-In Yield with respect to such Incremental Term B Facility; provided, that any increase in All-In Yield applicable to any Term B-1 Term Loan due to the application or imposition of a Base Rate floor or Eurodollar Rate floor on any Incremental Term Loan may, at the election of the Borrower, be effected through an increase in the Base Rate floor or Eurodollar Rate floor applicable to such Term B-1 Term Loans

 

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or an increase in the interest rate margin applicable to such Incremental Term Loans and (B) the preceding clause (A) of this proviso shall not apply to Incremental Term B Facilities to which it would otherwise apply having an aggregate principal amount not exceeding the greater of (x) $500,000,000 and (y) 25% of Consolidated EBITDA for the period of four fiscal quarters of the Consolidated Group most recently ended for all such Incremental Term Loans (as selected by the Borrower) (this proviso, the “MFN Provision”).

(c)    Notices; Lender Elections. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the Incremental Term Commitments. At the time of the sending of such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Appropriate Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Appropriate Lenders). Incremental Term Loans (or any portion thereof) may be made by any existing Lender under the applicable Term Facility or by any other bank or investing entity (but in no case (i) by any Loan Party, (ii) by any Defaulting Lender or any of its Subsidiaries, (iii) by any Person who is not a “Qualified Purchaser” for purposes of Section 3(c)(7) of the Investment Company Act of 1940, (iv) by any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in clauses (ii) or (iii), or (iv) by any natural person) (each, except to the extent excluded pursuant to the foregoing parenthetical, an “Incremental Lender), in each case on terms permitted in this Section and otherwise on terms reasonably acceptable to the Administrative Agent, provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender’s or Incremental Lender’s, as the case may be, making such Incremental Term Loans if such consent would be required under Section 10.06 for an assignment of Term Loans to such Lender or Incremental Lender, as the case may be. No Lender shall be obligated to provide any Incremental Term Loans, unless it so agrees. Each Appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to provide an Incremental Term Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase (which shall be calculated on the basis of the amount of the funded and unfunded exposure under the applicable Term Facilities held by each Appropriate Lender). Any Lender not responding within such time period shall be deemed to have declined to provide an Incremental Term Commitment. The Administrative Agent shall notify the Borrower and each Appropriate Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to an accession agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

(d)    Incremental Commitments Amendment. Term Commitments in respect of any Incremental Term Commitments shall become Term Commitments under this Agreement pursuant to an amendment (an “Incremental Commitments Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Term Commitment, if any, each Incremental Lender, if any, and the Administrative Agent. An Incremental Commitments Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section, including, so long as such changes are not adverse to the interests of the Lenders (in their capacities as such), amendments to maintain the fungibility of any Incremental Term Loans with any tranche of then-outstanding Term Loans.

(e)    Effective Date and Allocations. If any Incremental Term Commitments are added in accordance with this Section 2.12, the Administrative Agent and the Borrower shall determine the effective date (the “Incremental Commitments Effective Date”) and the final allocation of such addition. The Administrative Agent shall promptly notify the Borrower and the Appropriate Lenders of the final allocation of such addition and the Incremental Commitments Effective Date.

 

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(f)    Conditions to Effectiveness of Increase. The effectiveness of any Incremental Commitments Amendment shall, unless otherwise agreed to by the Administrative Agent, each Lender party thereto, if any, and the Incremental Lenders, if any, be subject to the satisfaction on the date thereof of each of the following conditions:

(i)    the Administrative Agent shall have received on or prior to the Incremental Commitments Effective Date each of the following, each dated the applicable Incremental Commitments Effective Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent: (A) the applicable Incremental Commitments Amendment; (B) certified copies of resolutions of the Board of Directors of the Borrower approving the execution, delivery and performance of the Incremental Commitments Amendment; and (C) a favorable opinion of counsel for the Borrower dated the Incremental Commitments Effective Date, to the extent requested by the Administrative Agent addressed to the Administrative Agent and the Lenders and in form and substance and from counsel reasonably satisfactory to the Administrative Agent;

(ii)    (A) subject to Section 1.03(d), the condition precedent set forth in Section 4.01(o) shall have been satisfied both before and after giving effect to such Incremental Commitments Amendment and the additional credit extensions provided thereby, (B) such increase shall be made on the terms and conditions provided for above, (C) both at the time of any request for Incremental Term Commitments and upon the effectiveness of any Incremental Commitments Amendment, no Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Event of Default shall exist (except in connection with any acquisition or other Investment or irrevocable repayment or redemption of Funded Debt, where no such Event of Default shall exist at the time as elected by the Borrower pursuant to Section 1.03(d)) and (D) subject to Section 1.03(d), after giving effect to such Incremental Commitments Amendment, and any Incremental Term Loans provided thereby, and any Acquisition or other Investment consummated in connection therewith, the Loan Parties shall be, on a Pro-Forma Basis, in compliance with the financial covenants set forth in Sections 7.10(a) and 7.10(b), such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b), as applicable, as though such Incremental Commitments Amendment became effective as of the first day of the applicable period of four fiscal quarters covered thereby.

(iii)    there shall have been paid to the Administrative Agent, for the account of the Administrative Agent and the Lenders (including any Person becoming a Lender as part of such Incremental Commitments Amendment on the related Incremental Commitments Effective Date), as applicable, all fees and expenses (including reasonable out-of-pocket fees, charges and disbursements of counsel) that are due and payable on or before the Incremental Commitments Effective Date.

Notwithstanding anything to the contrary in this Section 2.12 (including this Section 2.12(f)) or in any other provision of any Loan Document, if the proceeds of any Incremental Term Loans are intended to be applied to finance an acquisition or other Investment and the lenders providing such Incremental Term Loans so agree, the availability thereof shall be subject to customary “SunGard” or “certain funds” conditionality.

(g)    Effect of Incremental Commitments Amendment. On each Incremental Commitments Effective Date, the All-In Yields on the outstanding Term B-1 Term Loans shall be increased if and to the extent required by Section 2.12(b)(iii), and each Lender or Eligible Assignee which

 

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is providing an Incremental Term Commitment (i) shall become a “Lender” for all purposes of this Agreement and the other Loan Documents, (ii) shall have, as applicable, an Incremental Term Commitment which shall become “Term Commitments” hereunder and (iii) in the case of an Incremental Term Commitment, shall make an Incremental Term Loan to the Borrower in a principal amount equal to such Incremental Term Commitment, and such Incremental Term Loan shall be a “Term Loan” for all purposes of this Agreement and the other Loan Documents.

(h)    Conflicting Provisions. This Section 2.12 shall supersede any provision of Section 2.11 or Section 10.01 to the contrary.

Section 2.13    Defaulting Lenders.

(a)    Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i)    Waivers and Amendments. That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01.

(ii)    Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Term Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Term Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and sixth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Term Loans in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Term Loans were made at a time when the conditions set forth in Section 4.01 were satisfied or waived, such payment shall be applied solely to pay the Term Loans of all non-Defaulting Lenders on a pro-rata basis prior to being applied to the payment of any Term Loans of that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section 2.13(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

(b)    Defaulting Lender Cure. If the Borrower and the Administrative Agent agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting

 

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Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase that portion of outstanding Term Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Term Loans to be held on a pro-rata basis by the Lenders in accordance with their Applicable Percentages), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Section 2.14    Specified Refinancing Debt.

(a)    The Borrower may, from time to time, add one or more new term loan facilities to the Term Facilities (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower, to refinance all or any portion of the Term Loans then outstanding under this Agreement under any or all of the Term A-1 Term Facility or the Term B-1 Term Facility or any then outstanding Incremental Term Loans), in each case pursuant to a Refinancing Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment and of security with the other Term Loans and Term Commitments hereunder; (ii) will have such pricing and optional prepayment terms as may be agreed by the Borrower and the applicable Lenders thereof; (iii) will have a maturity date that is not prior to the applicable Maturity Date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being refinanced; provided that the limitations in this clause (iii) shall not apply to Specified Refinancing Debt having an aggregate principal amount not exceeding the Inside Maturity Excluded Amount, (iv) subject to clauses (ii) and (iii) above, will have terms and conditions that are substantially identical to, or less favorable to the investors providing such Specified Refinancing Debt than, the Term Facilities and Term Loans being refinanced (as determined by the Borrower in good faith); and (v) the proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans being so refinanced, in each case pursuant to Section 2.03; provided, further, that the terms and conditions applicable to such Specified Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the latest Maturity Date in respect of the Term Facilities that is in effect on the date such Specified Refinancing Debt is issued, incurred or obtained or the date on which all non-refinanced Senior Credit Obligations are paid in full.

(b)    The Borrower shall make any request for Specified Refinancing Debt pursuant to a written notice to the Administrative Agent specifying in reasonable detail the proposed terms thereof. Any proposed Specified Refinancing Debt shall first be requested on a ratable basis from existing Lenders in respect of the applicable Term Facility and the Term Loans being refinanced. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond (which shall in no event be less than three Business Days from the date of delivery of such notice to such Lenders). Each applicable Lender shall notify the Administrative Agent within such time period whether or not it agrees to participate in providing such Specified Refinancing Debt and, if so, whether by an amount equal to, greater than, or less than its ratable portion (based on such Lender’s ratable share in respect of the applicable Term Facility) of such requested increase. Any Lender approached to provide all or a portion of any Specified Refinancing Debt may elect or decline, in its sole discretion, to provide such Specified Refinancing Debt. Any Lender not responding within such time period shall be deemed to have declined to participate in providing such Specified Refinancing Debt. The Administrative Agent shall notify the Borrower and each applicable Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a

 

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requested issuance of Specified Refinancing Debt, and subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld), the Borrower may also invite additional Eligible Assignees to become Lenders in respect of such Specified Refinancing Debt pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent.

(c)    The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.01(p) and (q) both before and after giving effect to such Refinancing Amendment and the additional credit extensions provided thereby and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a Change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent).

(d)    Each class of Specified Refinancing Debt incurred under this Section 2.14 shall be in an aggregate principal amount that is (x) not less than $10,000,000 and (y) an integral multiple of $1,000,000 in excess thereof.

(e)    The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Specified Refinancing Debt incurred pursuant thereto (including the addition of such Specified Refinancing Debt as separate “Term Facilities” hereunder and treated in a manner consistent with the Term Facilities being refinanced, including, without limitation, for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any Person other than the Borrower, the Administrative Agent and the Lenders providing such Specified Refinancing Debt, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section (and this Section shall supersede any provision of Sections 2.11 or 10.01 to the contrary).

ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY

Section 3.01    Taxes.

(a)    Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.

(i)    Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require the Borrower or the Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by the Borrower or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.

(ii)    If the Borrower or the Administrative Agent shall be required by applicable Laws to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below,

 

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(B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the applicable Laws and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(b)    Payment of Other Taxes by the Borrower. Without limiting the provisions of subsection (a) above, the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Law.

(c)    Tax Indemnifications.

(i)    Without limiting the provisions of subsection (a) or (b) above, the Borrower shall, and does hereby, indemnify the Administrative Agent and each Lender, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Borrower or the Administrative Agent or paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Borrower shall also, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(ii)    Without limiting the provisions of subsection (a) or (b) above, each Lender shall, and does hereby, indemnify the Borrower and the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (including the fees, charges and disbursements of any counsel for the Borrower or the Administrative Agent) incurred by or asserted against the Borrower or the Administrative Agent by any Governmental Authority as a result of the failure by such Lender to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender to the Borrower or the Administrative Agent pursuant to subsection (e). Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Finance Obligations.

(d)    Evidence of Payments. Upon request by the Borrower or the Administrative Agent, as the case may be, after any payment of Taxes by the Borrower or the Administrative Agent to a Governmental Authority as provided in this Section 3.01, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower the original or a certified copy of a

 

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receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent, as the case may be.

(e)    Status of Lenders; Tax Documentation.

(i)    Each Lender shall deliver to the Borrower and to the Administrative Agent, at the time or times when reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction.

(ii)    Without limiting the generality of the foregoing, if the Borrower is resident for tax purposes in the United States:

(A)    any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrower and the Administrative Agent executed originals of IRS Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and

(B)    each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

(1)    executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, claiming eligibility for benefits of an income tax treaty to which the United States is a party;

(2)    executed originals of IRS Form W-8ECI;

(3)    executed originals of IRS Form W-8IMY and all required supporting documentation;

(4)    in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) executed originals of IRS Form W-8BEN-E; or

 

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(5)    executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made.

(iii)    If a payment made to any Lender hereunder or under any other Loan Document would be subject to United States federal withholding tax imposed pursuant to FATCA if such Lender fails to comply with applicable reporting and other requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by applicable law or as reasonably requested by the Borrower or the Administrative Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that a Lender has complied with its obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(iv)    Each Lender shall promptly (A) notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.

(f)    Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender. If the Administrative Agent or any Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses incurred by the Administrative Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

 

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Section 3.02    Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Term Loans whose interest is determined by reference to the Eurodollar Rate, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

Section 3.03    Inability to Determine Rates.

(a)    If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof, (i) the Administrative Agent reasonably determines that (A) Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (B)(x) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c)(i) do not apply (in each case with respect to this clause (i), “Impacted Loans”), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of Section 3.03(a), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Term Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Term Borrowing of Base Rate Loans in the amount specified therein.

 

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(b)    Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (i) of Section 3.03(a), the Administrative Agent, in consultation with the Borrower, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (i) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (i) of the first sentence of Section 3.03(a), (ii) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (iii) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Term Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.

(c)    Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Borrower or Required Lenders (as applicable) have determined, that:

(i)    adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or

(ii)    the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”); or

(iii)    syndicated loans currently being executed, or that include language similar to that contained in this Section 3.03, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR;

then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing LIBOR in accordance with this Section 3.03 with (x) one or more SOFR-Based Rates or (y) another alternate benchmark rate giving due consideration to any evolving or then existing convention for similar Dollar denominated syndicated credit facilities for such alternative benchmarks and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar Dollar denominated syndicated credit facilities for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated (the “Adjustment;” and any such proposed rate, a “LIBOR Successor Rate”), and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required

 

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Lenders have delivered to the Administrative Agent written notice that such Required Lenders (A) in the case of an amendment to replace LIBOR with a rate described in clause (x), object to the Adjustment; or (B) in the case of an amendment to replace LIBOR with a rate described in clause (y), object to such amendment; provided that for the avoidance of doubt, in the case of clause (A), the Required Lenders shall not be entitled to object to any SOFR-Based Rate contained in any such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.

If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Term Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Term Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein.

Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

In connection with the implementation of a LIBOR Successor Rate, the Administrative Agent will have the right to make LIBOR Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such LIBOR Successor Rate Conforming Changes to the Lenders reasonably promptly after such amendment becomes effective.

Section 3.04    Increased Costs; Reserves on Eurodollar Rate Loans.

(a)    Increased Costs Generally. If any Change in Law shall:

(i)    impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets held by, deposits with or for the account of, or credit extended or participated in by, any Lender (or its Lending Office) (except any reserve requirement which is reflected in the determination of the Adjusted Eurodollar Rate hereunder);

(ii)    subject any Lender (or its Lending Office) to any tax of any kind whatsoever with respect to this Agreement, any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or

 

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(iii)    impose on any Lender (or its Lending Office) or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender (or its Lending Office) of making or maintaining any Term Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Term Loan), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

(b)    Capital Requirements. If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Term Commitments of such Lender or the Term Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c)    Certificates for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

(d)    Delays in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Section 3.05    Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(i)    any continuation, conversion, payment or prepayment of any Term Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Term Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(ii)    any failure by the Borrower (for a reason other than the failure of such Lender to make a Term Loan) to prepay, borrow, continue or convert any Term Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or

 

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(iii)    any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.13;

excluding any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Term Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate used in determining the Adjusted Eurodollar Rate for such Term Loan by a matching deposit or, other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

Section 3.06    Mitigation Obligations; Replacement of Lenders.

(a)    Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Term Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b)    Replacement of Lenders. If a Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, the Borrower may replace such Lender in accordance with Section 10.13.

Section 3.07    Survival. All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments, repayment of all other Senior Credit Obligations hereunder and resignation of the Administrative Agent.

ARTICLE IV

CONDITIONS PRECEDENT

Section 4.01    Conditions to Closing Date Borrowings. The obligation of each Lender to make its Term Loan(s) hereunder on the Closing Date is subject to the satisfaction of the following conditions precedent:

(a)    Executed Loan Documents: The Administrative Agent’s receipt of counterparts of this Credit Agreement, the Term Notes requested by the Lenders, the Security Agreement, the Pledge Agreement and the Account Control Agreements, in each case, dated as of the Closing Date, duly executed by an authorized officer of the Borrower (or, in the case of the Pledge Agreement, by Royalty Pharma Investments 2019 ICAV and State Street Custodial Services (Ireland) Limited) and by each Lender party thereto, and in form and substance satisfactory to the Administrative Agent and the Lenders.

 

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(b)    Organization Documents, Etc. The Administrative Agent’s receipt of the following:

(i)    copies of the Borrower Trust Agreement and the organizational documents of Royalty Pharma Investments 2019 ICAV;

(ii)    good standing certificates and certified certificates of trust for the Borrower from the State of Delaware;

(iii)    duly executed certificates of an authorized officer of the Owner Trustee and of Royalty Pharma Investments 2019 ICAV certifying the name and true signatures of the Persons authorized on its behalf to sign the respective Loan Document to which the Borrower or Royalty Pharma Investments 2019 ICAV is a party and any certificate or other instrument to be delivered by it hereunder; and

(iv)    a duly executed certificate of an authorized officer of RP Management, LLC certifying the names and true signatures of the Persons authorized on its behalf to sign the other documents to be delivered by it hereunder.

(c)    Opinions of Counsel. The Administrative Agent’s receipt of duly executed favorable opinions of counsel to the Borrower and Royalty Pharma Investments 2019 ICAV, dated as of the Closing Date, in form and substance satisfactory to the Administrative Agent.

(d)    Officer Certificates. The Administrative Agent’s receipt of a certificate or certificates of the Borrower and Royalty Pharma Investments 2019 ICAV, dated as of the Closing Date, in form and substance satisfactory to the Administrative Agent, certifying each of the following:

(i)    Consents. No consents, licenses or approvals are required in connection with the execution, delivery and performance by the Loan Parties of the Loan Documents to which each is a party, other than as are in full force and effect and, to the extent requested by the Administrative Agent, are attached thereto.

(ii)    Material Adverse Effect. There has been no event or circumstance since the date of the Audited Financial Statements that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

(iii)    Debt Ratings. The applicable debt ratings from S&P and Moody’s as of the Closing Date.

(iv)    Accuracy of Representations and Warranties and No Default. That the conditions specified in Sections 4.01(o) and (p) have been satisfied.

(e)    Solvency Certificates. Certificates, each addressed to the Administrative Agent and the Lenders from time to time party this Agreement and in form and substance satisfactory to the Administrative Agent, attesting to and demonstrating the Solvency of the Borrower before and after giving effect to the Transaction, from its chief financial officer or such other Responsible Officer thereof as may be acceptable to the Administrative Agent in its reasonable discretion.

 

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(f)    Personal Property Collateral. The Collateral Agent’s receipt of the following, each in form and substance satisfactory to the Collateral Agent:

(i)    Lien Priority. Evidence that (A) the Collateral Agent, on behalf of the Secured Parties, holds a perfected, first priority Lien on all Collateral and (B) none of the Collateral is subject to any Liens (other than Permitted Liens).

(ii)    Collection Account Control Agreements; Standing Instructions; Letter Agreements. (i) Receipt of the Account Control Agreements for all of the Borrower’s collection accounts contemplated hereunder or by the Security Agreement, (ii) evidence that the Standing Instructions and cash management arrangements contemplated by Section 6.11 are in place and (iii) receipt of a fully executed letter agreement between RPI, RPIFT, RPCT and the Administrative Agent relating to the applicable Standing Instructions, in each case in form and substance satisfactory to the Administrative Agent in its sole discretion.

(iii)    UCC Financing Statements. Such UCC financing statements as are necessary or appropriate, in the Collateral Agent’s discretion, to perfect the security interests in the Collateral.

(iv)    Pledged Certificates. Originals of certificates representing all legal and beneficial interests in the Borrower owned by Royalty Pharma Investments 2019 ICAV and State Street Custodial Services (Ireland) Limited.

(g)    Other. The Administrative Agent’s receipt of such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Lenders (through the Administrative Agent) may require.

(h)    Certain Fees. All fees required to be paid on or before the Closing Date (i) to the Administrative Agent and the Arrangers and (ii) to the Lenders shall in each case have been paid.

(i)    Counsel Fees. Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel and special Irish counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute their reasonable estimates of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).

(j)    Closing Date. The Closing Date shall have occurred on or before February 11, 2020.

(k)    Absence of Certain Changes. No changes or developments shall have occurred, and no new or additional information shall have been received or discovered by the Arrangers or the Lenders regarding any of the Companies or the Transaction, after January 21, 2020 that, in the Arrangers’ judgment, (i) results in or could reasonably be expected to result in a material change in, or material deviation from, the Pre-Commitment Information, including, without limitation, a material change in the terms of the Transaction or in the legal, tax, accounting or financial aspects of the Transaction, or in the post-Transaction corporate and capitalization structure of the Companies contemplated in the Information Memorandum or (ii) (A) either individually or in the aggregate has had or constituted (or could be reasonably expected to have or constitute) a Material Adverse Effect or (B) purports to adversely affect the Term Facility or any other aspect of the Transaction, and, in the course of their continuing

 

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investigation of the Companies and the Transaction or otherwise, nothing shall have come to the attention of the Arrangers to lead them to believe that (x) the Information materials were or have become misleading, incorrect or incomplete in any material respect, (y) following the consummation of the Transaction, the Borrower and its Subsidiaries would not have good and marketable title to all of their respective Royalty Assets and other material assets reflected in the Information Memorandum or (z) the Transaction will have a Material Adverse Effect.

(l)    Reorganization. The Arrangers shall be reasonably satisfied with the Reorganization Documents and all other agreements, instruments and documents relating to the Reorganization. Steps (a) through (i) of the Reorganization shall have been consummated prior to or simultaneously with the funding under the Term Facilities in accordance with the terms of the Reorganization Documents and in compliance with applicable law and regulatory approvals.

(m)    Prepayment of RPIFT Senior Secured Credit Agreement. Concurrently with the funding of the Term Facilities on the Closing Date, including by use of proceeds thereof and/or through a “cashless roll” effected in accordance with Section 1.07, the principal, accrued and unpaid interest, fees, premium, if any, and other amounts (other than obligations not then due and payable or that by their terms survive the termination of the RPIFT Senior Secured Credit Agreement) owing under the RPIFT Senior Secured Credit Agreement will be repaid in full and all commitments to extend credit thereunder will be terminated and any security interests and guarantees in connection therewith shall be terminated and/or released (or arrangements for such repayment, termination and release shall have been made). None of the Companies will have any Funded Debt other than the Term Facilities and the Remainco Term Facility.

(n)    Consents and Approvals. On the Closing Date, all necessary governmental (domestic or foreign), regulatory and third party approvals (including, without limitation, with respect to license agreements relating to intellectual property) in connection with the transactions contemplated by the Reorganization Documents and the other Related Documents and otherwise referred to herein or therein shall have been obtained and remain in full force and effect, and all applicable waiting and appeal periods shall have expired, in each case without any action being taken by any competent authority which have or could have a reasonable likelihood of restraining, preventing or imposing materially burdensome conditions on such transactions or impose, in the reasonable judgment of the Administrative Agent, materially burdensome conditions upon the consummation of such transactions.

(o)    Representations and Warranties. The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Term Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date.

(p)    No Default. No Default or Event of Default shall exist, or would result from such proposed Term Borrowing or from the application of the proceeds thereof.

(q)    Committed Loan Notice. The Administrative Agent shall have received a Committed Loan Notice in accordance with the requirements hereof.

(r)    KYC Information.

(i)    Upon the reasonable request of any Lender made at least seven days prior to the Closing Date, the Borrower shall have provided to such Lender, and such Lender shall

 

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be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three days prior to the Closing Date.

(ii)    At least three days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver, to each Lender that so requests, a Beneficial Ownership Certification.

Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Administrative Agent and the Lenders that:

Section 5.01    Organization and Standing. Each Loan Party is duly organized and validly existing and in good standing (to the extent such concept exists in the relevant jurisdiction) under the laws of its jurisdiction of organization, with the power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.

Section 5.02    Due Qualification. Each Loan Party is duly qualified to do business as a foreign entity in good standing, and has obtained all necessary licenses, authorizations, consents and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of business shall require such qualifications, licenses or approvals, except where the failure to so qualify or be in good standing would not result in a Material Adverse Effect.

Section 5.03    Power and Authority. Each Loan Party has the power and authority to execute and deliver the Loan Documents to which it is a party and to perform and observe their respective terms; the execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party have been duly authorized by each Loan Party by all necessary action; the execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party requires no action by or in respect of, or filing with any official or governmental body, does not contravene or constitute a default under each Loan Party’s organizational documents, any law applicable to it, any contractual restriction binding on or affecting its property or any order, writ, judgment, aware injunction, decree or other instrument binding on or affecting its property; and such execution, delivery and performance will not result in the creation or imposition of any adverse claim upon or with respect to the property of each Loan Party or any of its Subsidiaries except as contemplated by the Collateral Documents.

Section 5.04    Binding Obligation. Each of the Loan Documents constitutes a legal, valid and binding obligation of each Loan Party which is a party thereto enforceable in accordance with its terms, except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

 

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Section 5.05    No Proceedings. There are no proceedings or investigations pending or, to the Borrower’s knowledge, threatened, before any court, arbitral body, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over any Loan Party or its properties: (i) asserting the invalidity of any of the Loan Documents to which any Loan Party is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the other Loan Documents to which it is a party, (iii) seeking any determination or ruling that might materially and adversely affect the performance by any Loan Party of its obligations under, or the validity or enforceability of, this Agreement or any of the other Loan Documents to which such Loan Party is a party, or (iv) which would reasonably be expected to have a Material Adverse Effect.

Section 5.06    Approvals. No approval, authorization, consent, order or other action of, or filing with, any court, federal or state body, or administrative agency, or any third person is required by any Loan Party or its predecessors in interest in connection with the execution and delivery of the Loan Documents, except those that have been obtained or made.

Section 5.07    Trust Indenture Act. The Agreement is not required to be qualified under the Trust Indenture Act of 1939, as amended.

Section 5.08    Investment Company Act. Assuming compliance with the requirements of Section 10.06, the Borrower is not an “investment company” or “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

Section 5.09    Margin Regulations. No part of the proceeds of any Term Loan will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that results in a violation of the provisions of Regulation U and X issued by the Board of Governors of the Federal Reserve Bank System.

Section 5.10    No Default. No Default or Event of Default has occurred and is continuing, or would result from the consummation of the transactions contemplated by this Agreement or the other Loan Documents on the Closing Date.

Section 5.11    Financial Statements.

(a)    Audited Financial Statements. The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of RP Investments as of the date thereof and its results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of RP Investments, as of the date thereof, including for taxes, material commitments and indebtedness.

(b)    Annual Financial Statements. The audited consolidated balance sheet of the Consolidated Group delivered pursuant to Section 6.01(a) for the most recent fiscal year then ended, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, including the notes thereto (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Consolidated Group as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Consolidated Group, as of the date thereof, including for taxes, material commitments and indebtedness.

 

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(c)    Quarterly Financial Statements. The unaudited consolidated balance sheet of the Consolidated Group delivered pursuant to Section 6.01(b) for the most recent fiscal quarter then ended, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Consolidated Group as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, subject in the case of clauses (i) and (ii) the absences of footnotes and to normal year-end audit adjustments; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Consolidated Group, as of the date thereof, including for taxes, material commitments and indebtedness.

Section 5.12    No Material Adverse Effect. Since December 31, 2018, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.

Section 5.13    Properties and Interests. The Borrower’s and its Subsidiaries’ property and interests (including Royalty Assets) are free of claims and disputes, except as would not have a Material Adverse Effect.

Section 5.14    Taxes. The Borrower and its Subsidiaries have made all necessary filings with the federal, state and local taxing authorities, and have paid all federal, state and local taxes owing on or in respect of their income, assets or activities, except those which are being or may be contested in good faith by appropriate proceedings and otherwise as would not have a Material Adverse Effect.

Section 5.15    ERISA. Neither the Borrower nor any of its Subsidiaries or Affiliates maintains, sponsors, contributes to or has any liability (contingent or otherwise) with respect to any “employee benefit plans” within the meaning of ERISA. The Borrower is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to the Borrower’s entrance into, participation in, administration of or performance of the Term Loans, the Letters of Credit, the Term Commitments and this Agreement.

Section 5.16    Subsidiaries. As of the Closing Date, the Borrower has no Subsidiaries other than RP Investments and the Subsidiaries of RP Investments.

Section 5.17    Disclosure. The Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or the aggregate, would reasonably be expected to result in a Material Adverse Effect. No written report, financial statement, certificate or other information furnished by or on behalf of any Loan Party or any of its Subsidiaries to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other of the Loan Documents (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. As of the Closing Date, the information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.

 

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Section 5.18    Taxpayer Identification Number. The true and correct U.S. taxpayer identification numbers for the Borrower and its Subsidiaries and any Guarantors or Alternative Credit Support Entities hereunder are set out on Schedule 5.18.

Section 5.19    Compliance with Laws. The Borrower and each of its Subsidiaries has complied with the requirements of all laws, treaties, rules, regulations and determinations of any governmental instrumentality applicable to the them (including, without limitation, the FCPA and Laws related to Sanctions), other than laws, treaties, rules regulations and determinations the non-compliance of which, individually or in the aggregate, would not have a Material Adverse Effect.

Section 5.20    Security Agreement.

(a)    The Security Agreement is effective to establish a security interest in the Collateral identified therein, and upon the filing of UCC financing statements in appropriate jurisdictions, with respect to the Collateral to perfect such security interests to the extent that perfection can be accomplished by the filing of a UCC financing statement.

(b)    The Account Control Agreements are effective to establish and perfect a security interest in, and establish “control” within the meaning of Section 9-104 of the Uniform Commercial Code over, the subject account and amounts therein. The subject accounts and amounts therein are not subject to any Liens other than those that are permitted hereunder.

(c)    The Collateral is not subject to any Liens other than those that are permitted hereunder.

Section 5.21    OFAC. Neither the Borrower nor any Subsidiaries, nor, to the knowledge of the Borrower or any Subsidiaries, any Related Party, is an individual or entity that is, or is owned or controlled by one or more individuals or entities that are (i) currently the subject or target of any Sanctions, (ii) included on OFAC’s List of Specially Designated Nationals or HMT’s Consolidated List of Financial Sanctions Targets, or any similar list enforced by any other relevant sanctions authority or (iii) is located, organized or residing in any Designated Jurisdiction. The Borrower and its Subsidiaries have conducted their businesses in compliance in all material respects with all applicable Sanctions and have instituted and maintained policies and procedures designed to promote and achieve compliance with applicable Sanctions. No Term Loan, nor the proceeds from any Term Loan, will be used, directly or indirectly, to lend, contribute, provide or otherwise make available such proceeds to fund any activity or business in any Designated Jurisdiction or to fund any activity or business of any Person that, at the time of such funding, is located, organized or residing in any Designated Jurisdiction or is the subject of any Sanctions, or in any other manner that will result in any violation by any Person (including any Lender, the Arranger or the Administrative Agent) of Sanctions.

Section 5.22    Foreign Corrupt Practices Act. The Borrower and its Subsidiaries have conducted their businesses in compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other applicable anti-corruption legislation in other jurisdictions and have instituted and maintained policies and procedures designed to promote and achieve compliance with such Laws. No part of the proceeds of the Term Facility will be used, directly or, to the knowledge of the Borrower or any Subsidiaries, indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the FCPA.

 

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Section 5.23    PATRIOT Act. The Borrower is in compliance, in all material respects, with the PATRIOT Act.

ARTICLE VI

AFFIRMATIVE COVENANTS

Until the Senior Credit Obligations shall have been paid in full or otherwise satisfied (other than contingent indemnification obligations for which no claim has been made), and the Term Commitments hereunder shall have expired or been terminated, the Borrower will, and will cause each of its Subsidiaries to:

Section 6.01    Financial Statements. Deliver to the Administrative Agent for further distribution to each Lender:

(a)    Annual Financial Statements. As soon as available, but in any event not later than the earlier of (i) the date such deliveries are required by the SEC and (ii) 90 days after the end of each fiscal year, a consolidated, and consolidating, balance sheet for the Consolidated Group as at the end of such fiscal year (beginning with the fiscal year ending December 31, 2019), and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such fiscal year, and (x) for the fiscal years ending December 31, 2019 and December 31, 2020, a comparative analysis prepared by or on behalf of the Borrower the form of which is reasonably satisfactory to the Administrative Agent in respect of the figures for the previous fiscal year and (y) beginning with the fiscal year ending December 31, 2021, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by (i) a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, and (ii) a certificate from the Borrower that the statements are a fair representation, in all material respects, of the financial condition and performance of the Consolidated Group.

(b)    Quarterly Financial Statements. As soon as available, but in any event not later than (i) the date such deliveries are required by the SEC and (ii) 45 days after the end of each of the first three fiscal quarters of each fiscal year (beginning with the fiscal quarter ending March 31, 2020), a consolidated, and consolidating, balance sheet for the Consolidated Group as at the end of such fiscal quarter, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter and for the portion of the fiscal year then ended, and (x) for each fiscal quarter ending after the Closing Date prior to the fourth full fiscal quarter ending after the Closing Date (excluding, for the avoidance of doubt, the fourth fiscal quarter of any fiscal year), a comparative analysis prepared by or on behalf of the Borrower the form of which is reasonably satisfactory to the Administrative Agent in respect of the figures for the corresponding fiscal quarter of the previous year and (y) beginning with the fiscal quarter ending June 30, 2021, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail with a certificate from the Borrower that the statements were prepared in accordance with GAAP and are a fair representation, in all material respects, of the financial condition and performance of the Consolidated Group, subject only to normal year-end audit adjustments and the absence of footnotes.

As to any information contained in materials furnished pursuant to Section 6.02(c), the Borrower shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in clauses (a) and (b) above at the times specified therein.

 

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Section 6.02    Certificates and Other Information. Deliver to the Administrative Agent for further distribution to each Lender:

(a)    Compliance Certificate. Concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b), (beginning with the fiscal quarter ending March 31, 2020), a duly completed Compliance Certificate signed by the Borrower (i) stating that such financial statements were prepared in accordance with GAAP and are a fair representation, in all material respects, of the financial condition and performance of the Consolidated Group, subject only in the case of quarterly financial statements provided under Section 6.01(b) to normal year-end audit adjustments and the absence of footnotes, (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the financial covenants contained herein, (iii) certifying that no Default or Event of Default exists as of the date thereof (or the nature and extent thereof and proposed actions with respect thereto) and (iii) including a summary of all material changes in GAAP and in the consistent application thereof, the effect on the financial covenants resulting therefrom, and a reconciliation between calculation of the financial covenants before and after giving effect to such changes.

(b)    Audit Letters. Promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of any member of the Consolidated Group, or any audit of any of them.

(c)    Reports to Equityholders. Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the trustee, manager or beneficial owners of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements in respect of the Borrower may be filed or be required to filed with the SEC under Section 13 or 15(d) of the Exchange Act, and not otherwise required to be delivered to the Administrative Agent pursuant hereto.

(d)    [Reserved].

(e)    Governmental Investigations. Promptly, and in any event within five Business Days after receipt thereof by the Borrower or any of its Subsidiaries, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of or with respect to the Borrower and its Subsidiaries.

(f)    Lender Conference Call. Not later than 15 Business Days after the delivery of the information required pursuant to subsection (a) above (and in no event less frequently than quarterly), the Borrower shall hold a quarterly conference call for the Administrative Agent and the Lenders to discuss the information contained in the materials furnished pursuant to such subsection (c) and the related the financial statements referred to in Sections 6.01(a) and (b); provided, that, following a Qualifying IPO, the Borrower shall not be required to hold any such quarterly conference calls so long as the applicable public entity is holding quarterly conference calls that the Lenders and the Administrative Agent are able to access. The chief financial officer of the Borrower and such other officers of the Borrower as the Borrower’s chief financial officer shall designate shall participate in each such conference call.

 

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(g)    Other Information. Promptly, such additional information regarding the business, financial or corporate affairs of any member of the Consolidated Group, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request.

Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on an internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent); provided that: (A) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(a) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar or a substantially similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such “public side” Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

Section 6.03    Notification. Promptly notify the Administrative Agent of:

(i)    the occurrence of any Default or Event of Default;

 

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(ii)    any matter that has resulted or would reasonably be expected to result in a Material Adverse Effect, including (i) breach or nonperformance of, or any default under, a Contractual Obligation of the Borrower or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension as between the Borrower or any of its Subsidiaries, on the one hand, and any Governmental Authority, on the other hand; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any of its Subsidiaries;

(iii)    any material change in accounting policies or financial reporting practices by any member of the Consolidated Group;

(iv)    any announcement by Moody’s or S&P of any change or possible change in a debt rating pertinent to any member of the Consolidated Group; and

(v)    any litigation, investigation or proceeding affecting any Loan Party or any Alternative Credit Support Entity in which the amount involved or relief sought would reasonably be expected to have a Material Adverse Effect.

Each notice pursuant to this Section (other than Section 6.03(iv)) shall be accompanied by a statement of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(i) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

Section 6.04    Preservation of Existence. The Borrower and each of its Subsidiaries (other than any Immaterial Subsidiary) will preserve and maintain its existence, rights, franchise and privileges in the jurisdiction of its formation (unless it becomes, or any successor hereunder is or becomes organized under the laws of any other State of the United States), and qualify and remain qualified in good standing as a foreign entity in each jurisdiction where the failure to preserve and maintain such existence, rights, franchise, privileges and qualification would reasonably be expected to have a Material Adverse Effect.

Section 6.05    Compliance with Laws. The Borrower and its Subsidiaries will comply with the requirements of all laws, treaties, rules, regulations and determinations of any governmental instrumentality applicable to the them, other than laws, treaties, rules, regulations and determinations the non-compliance of which, individually or in the aggregate, would not have a Material Adverse Effect.

Section 6.06    Books and Records. The Borrower and its Subsidiaries will maintain proper books of record and account in conformity with GAAP and, as necessary, also such additional books of record and account as may be required by governmental authorities or instrumentalities.

Section 6.07    Inspection Rights. The Borrower and its Subsidiaries will permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to conduct field audits, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the Administrative Agent or Lender, as applicable, and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided, however, that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice.

 

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Section 6.08    Use of Proceeds. The proceeds of the Term Loans borrowed on the Closing Date shall be used (x) together with the proceeds of the Remainco Term Facility, to repay amounts owed by RPIFT under the RPIFT Senior Secured Credit Agreement as provided in Section 4.01(m) and to pay fees and expenses related to the Transaction and (y) for other purposes not prohibited by this Agreement, including to fund Permitted Acquisitions. The Borrower will not use the Term Loans or the proceeds from any Term Loan, directly or indirectly, to lend, contribute, provide or otherwise make available such proceeds to fund any activity or business in any Designated Jurisdiction or to fund any activity or business of any Person that, at the time of such funding, is located, organized or residing in any Designated Jurisdiction or is the subject of any Sanctions, or in any other manner that will result in any violation by any Person (including any Lender, the Arranger or the Administrative Agent) of Sanctions. The Borrower will not use any Term Loan or the proceeds of the Term Loans, directly or, to the knowledge of the Borrower or any Subsidiaries, indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the FCPA.

Section 6.09    Joinder of Subsidiaries and Affiliates as Guarantors.

(a)    The Borrower will promptly notify the Administrative Agent of the formation, acquisition or existence of any wholly-owned Subsidiary (other than any such Subsidiary that is an Immaterial Subsidiary), together with information relating to such Subsidiary (type and jurisdiction of organization, taxpayer identification number and address information), and within thirty days of the formation, acquisition or existence thereof, cause such Subsidiary (excluding any Immaterial Subsidiary or any Specified Subsidiary but including, for the avoidance of doubt, RP Investments or any Subsidiary thereof if such Person becomes a wholly-owned Subsidiary of the Borrower) to give a Guaranty, together with certified copies of the organizational documents, resolutions, governing documents and incumbency and favorable opinions of counsel, each in form and substance reasonably satisfactory to the Administrative Agent.

(b)    Within thirty days following an Affiliate Acquisition, the Borrower will (x) cause the Acquiring Affiliate to give a Guaranty, together with certified copies of the organizational documents, resolutions, governing documents and incumbency and favorable opinions of counsel, each in form and substance reasonably satisfactory to the Administrative Agent and (y) to the extent not prohibited or restricted by law, rule or regulation, cause Holdings (solely to the extent Holdings is the direct parent of such Acquiring Affiliate) to provide a pledge of 100% of the issued and outstanding Capital Stock or other equity of such Acquiring Affiliate.

(c)    Notwithstanding the foregoing, if a Person that is required to become a Guarantor pursuant to the immediately preceding clause (a) or (b) is prohibited or restricted by any applicable law, rule or regulation from becoming a Guarantor or the Guaranty by such Person would require any consent, approval or authorization of any governmental or regulatory authority not obtained then, in lieu of such Person becoming a Guarantor, credit support for the Finance Obligations may be provided by way of a secured intercompany loan from the Borrower or a Guarantor to such Person, in form and substance reasonably acceptable to the Administrative Agent and the Borrower, and with respect to which (i) the Collateral Agent on behalf of the Secured Parties, holds a perfected security interest in all of the rights, title and interest to such intercompany loan of the Borrower or such Guarantor, as the case may be, and (ii) the proceeds of any Royalty Assets purchased by such provider of credit support shall be paid, at the election of the Borrower, directly into (x) an account of the Borrower or a Guarantor subject to a control agreement in favor of the Collateral Agent or (y) directly into an account of such provider of credit support so long as (i) standing instructions in form and substance reasonably satisfactory to the Administrative Agent are entered into pursuant to which such proceeds are swept on a daily basis into an

 

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account of the type described in the preceding clause (x) and/or (ii) to the extent required by the Administrative Agent in its discretion in connection with an election by the Borrower to rely on this sub-clause (y), other arrangements (including collateral arrangements) are entered into (such credit support, “Alternative Credit Support”); provided that, there shall be no requirement for the Borrower or any Guarantor to provide or cause the provision of such Alternative Credit Support if doing so would be prohibited or restricted by any applicable law, rule or regulation or would require any consent, approval or authorization of any governmental or regulatory authority not obtained (and, for the avoidance of doubt, no Guaranty shall be required either); provided, further that, no Person that does not provide a Guaranty or Alternative Credit Support shall be an Acquiring Affiliate.

Section 6.10    Grant of Liens and Security Interests.

(a)    Personal Property. The Finance Obligations will be secured by (i) a grant by the Borrower and any person required to provide a Guaranty hereunder of a security interest in substantially all of their personal property (including all accounts, contract rights, deposit accounts, chattel paper, insurance proceeds, inventory, investments and financial assets, general intangibles, intellectual property, licenses, machinery and equipment) which may be perfected by filing financing statements under the UCC, by filing notices of security interests in respect of intellectual property with the United States Copyright Office or the United States Patent and Trademark Office or by “control” under the UCC and (ii) a grant at all times by Holdings, pursuant to a Pledge Agreement, of a security interest in 100% of its beneficial ownership interest in the Borrower (representing 100% of the outstanding beneficial interests of the Borrower) (together with delivery of any certificates representing any legal ownership interest from State Street Custodial Services (Ireland) Limited or any similar entity to the extent applicable pursuant to arrangements reasonably satisfactory to the Administrative Agent). The scope of the Collateral covered by clause (i) of the immediately preceding sentence will not include Excluded Property. In connection with any grant of security interest under this subsection, there will delivered to the Collateral Agent, in the case of the Borrower and Holdings, on the Closing Date, and in the case of any other Subsidiary or Affiliate, within thirty days (with extensions as deemed necessary by the Collateral Agent) of formation, acquisition or the date when the subject interests are first required to be pledged hereunder, (i) a security agreement in form and substance reasonably satisfactory to the Collateral Agent, executed in multiple counterparts, (ii) notices of grant of security interest in respect of intellectual property with the United States Copyright Office or the United States Patent and Trademark Office reasonably satisfactory to the Collateral Agent, executed in multiple counterparts, (iii) such opinions of counsel as the Collateral Agent may deem necessary or appropriate, in form and substance reasonably satisfactory to the Collateral Agent, and (iv) such other filings and deliveries as may be necessary or appropriate as determined by the Collateral Agent in its reasonable discretion.

(b)    Pledge of Ownership Interests In Subsidiaries. The Finance Obligations will be secured by a pledge of not less than the Applicable Borrower Ownership Percentage of the beneficial interests in RP Investments and 100% of the issued and outstanding Capital Stock or other equity interests in each other Domestic Subsidiary of the Borrower or any Guarantor (and each Domestic Affiliate that is required to give a Guaranty hereunder) and, subject to clause (b) of the definition of Excluded Property, 100% of the Capital Stock or other equity interests in each First-Tier Foreign Subsidiary (and each First-Tier Foreign Affiliate) of the Borrower or any Guarantor. The scope of the Collateral covered by this clause (b) will not include Excluded Property. In connection with any such pledge under this subsection, there will be delivered to the Collateral Agent, within thirty days in the case of Domestic Subsidiaries and Domestic Affiliates and ninety days in the case of First-Tier Foreign Subsidiaries and First-Tier Foreign Affiliates, with extensions as deemed necessary and appropriate by the Collateral Agent, (i) a pledge or security agreement in form and substance reasonably satisfactory to the Collateral Agent, executed in multiple counterparts, (ii) the original share certificates (if any) evidencing the subject pledged interests, together with undated transfer powers executed in blank, in each case where appropriate, (iii) such

 

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opinions of counsel as the Collateral Agent may deem necessary or appropriate, in form and substance reasonably satisfactory to the Collateral Agent, and (iv) such other filings and deliveries as may be necessary or appropriate as determined by the Collateral Agent in its reasonable discretion.

Section 6.11    Royalty Proceeds; Cash Management.

(a)    All payments due in respect of Royalty Assets, and all other amounts paid or collected in respect of Royalty Assets (collectively, “Royalty Proceeds”), in each case now or hereafter owned by the Borrower or any other Loan Party (other than Holdings) (whether existing at the date of this Agreement or hereafter formed or acquired) shall be paid directly by the applicable contract obligors into (x) the Borrower Collections Account or (y) another account of the Borrower or a Guarantor that is subject to an Account Control Agreement.

(b)    All Royalty Proceeds now or hereafter owned by RP Investments or any of its direct or indirect Subsidiaries from time to time (whether existing at the date of this Agreement or hereafter formed or acquired) will be concentrated into the RP Investments Concentration Account for disbursement to the Borrower Collections Account and the Remainco Disbursement Account as follows (subject to the immediately succeeding clause (c)):

(i)    All Royalty Proceeds now or hereafter owned by RPCT shall be paid directly by the applicable contract obligors into the RPCT Collections Account, and so long as the RPCT Collections Account receives funds by such contract obligors such Account shall be subject at all times to standing instructions (the “RPCT Standing Instructions”) directing (x) 80% of the funds on deposit in such account to be swept, on a daily basis, to the RPIFT Concentration Account and (y) 20% of the funds on deposit in such account to be swept on a daily basis to the RP Select Disbursement Account (such funds transferred pursuant to this subclause (y), the “RP Select Funds”).

(ii)    All Royalty Proceeds now or hereafter owned by RPIFT shall be paid directly by the applicable contract obligors into the RPIFT Collections Account, which shall be subject at all times to standing instructions (the “RPIFT Collections Standing Instructions”) directing 100% of the funds on deposit in such account to be swept on a daily basis to the RPIFT Concentration Account.

(iii)    All Royalty Proceeds now or hereafter owned by RP Investments shall be paid directly by the applicable contract obligors into the RP Investments Collections Account (or, at the election of the Borrower, into the RP Investments Concentration Account), and the RP Investments Collection Account shall be subject at all times to standing instructions (the “RPI Collections Standing Instructions”) directing 100% of the funds on deposit in such account to be swept on a daily basis to the RPIFT Concentration Account or, at the election of the Borrower, to the RP Investments Concentration Account.

(iv)    The RPIFT Concentration Account will be subject at all times to standing instructions (the “RPIFT Concentration Standing Instructions”) directing 100% of the funds on deposit therein to be swept on a daily basis to the RP Investments Concentration Account; provided that, notwithstanding the foregoing, the Borrower may, in its reasonable discretion, directly or indirectly cause funds to remain in the RPIFT Concentration Account in an amount that the Borrower (or its applicable Affiliate or their respective managers) reasonably determines, by written notice to the Administrative Agent accompanied by reasonably detailed calculations, is necessary to satisfy the pro rata portion of milestone payments, installment payments, royalty or revenue sharing payments and payments of research and development

 

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expenses in respect of acquired Royalty Assets, in each case with respect to contractual obligations of RP Investments and its Subsidiaries existing on the Closing Date or entered into on or prior to June 30, 2020 in accordance with the terms of this Agreement (such funds, the “Retained Funds”).

(v)    The RP Investments Concentration Account will be subject at all times to standing instructions (the “RP Concentration Standing Instructions” and, together with the RPCT Standing Instructions, the RPIFT Collections Standing Instructions, the RPI Collections Standing Instructions and the RPIFT Concentration Standing Instructions, the “Standing Instructions”) directing (x) the Applicable Borrower Ownership Percentage of the funds on deposit therein to be swept on a daily basis to the Borrower Collections Account and (y) the Applicable Remainco Ownership Percentage of the funds on deposit therein to be swept to the Remainco Disbursement Account (such funds transferred pursuant to this subclause (y), the “Remainco Funds”). The Borrower’s interest in the RP Investments Concentration Account, and the funds deposited therein, shall be limited to the Applicable Borrower Ownership Percentage.

(c)    Except for Retained Funds and except for funds in any Account that must be retained in such Account in order to maintain the existence or good standing of the applicable Subsidiary of the Borrower or to satisfy its obligations under its Organization Documents or in respect of its or its subsidiaries’ ordinary course expenses, including payment obligations owed by such Subsidiary to its trustee or owner trustee (or similar Person) or obligations in respect of withholding taxes (including any such obligations in Article V of the trust agreement of each of RPCT and RPIFT) (the retention of which the Borrower agrees to notify the Administrative Agent in writing thereof), the Borrower shall cause all funds on deposit in each of the Accounts to be swept on a daily basis in accordance with the applicable Standing Instructions; provided that all funds on deposit in each Account (other than the RP Select Funds, the Remainco Funds and the Retained Funds) shall be transferred, whether through one transfer or a series of transfers, to the Borrower Collection Account by not later than 6:00 pm each Business Day.

(d)    The Borrower Collections Account and any other account owned by a Loan Party (other than Holdings) shall at all times be subject to an Account Control Agreement; provided that, with respect to any such account opened after the Closing Date, the applicable Loan Party shall have 45 days (or such longer period as may be agreed by the Administrative Agent) to enter into an Account Control Agreement with respect to such account; provided, further, that no Account Control Agreement shall be required with respect to any account the average monthly deposits in which, for all such accounts collectively, shall not at any time aggregate to more than $1,000,000.

(e)    Each Account, and any other account that is required to be subject to an Account Control Agreement pursuant to the preceding clause (d), shall be maintained at Bank of America, N.A. or its Affiliates or another Approved Financial Institution; provided that each Account that was maintained at Deutsche Bank Trust Company Americas prior to the Closing Date may continue to be maintained at Deutsche Bank Trust Company Americas until but not after the date that is 180 days after the Closing Date or such later date as may be agreed by the Administrative Agent.

(f)    If at any time as a result of a Specified Distribution Transaction either (i) RPIFT becomes a direct wholly-owned Subsidiary of the Borrower or (ii) the Borrower becomes a direct owner of at least 82.42% of the Capital Stock of RPIFT and a Person other than Remainco owns a portion of the remaining Capital Stock of RPIFT, the Borrower and the Administrative Agent shall be permitted to amend this Section 6.11 in good faith to preserve the original intent hereof in light of such change, and such amendment shall be effective without further consent of any other Person.

 

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Section 6.12    Anti-Corruption Laws; Sanctions. Conduct its business in compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other applicable anti-corruption legislation in other jurisdictions and with all applicable Sanctions, and maintain policies and procedures designed to promote and achieve compliance with such laws and Sanctions.

Section 6.13    Post-Closing Matters. The Borrower will take each of the actions set forth on Schedule 6.13 within the time period prescribed therefor on such schedule or such later date as may be agreed by the Administrative Agent.

ARTICLE VII

NEGATIVE COVENANTS

So long as any Lender shall have any Term Commitment hereunder, any Term Loan or other Senior Credit Obligation hereunder (other than contingent indemnification obligations for which no claim has been made) shall remain unpaid or unsatisfied, the Borrower shall not, nor shall the Borrower permit any Subsidiary, directly or indirectly, to:

Section 7.01    Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure Funded Debt, other than:

(a)    Liens securing the Finance Obligations;

(b)    Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);

(c)    Liens securing Incremental Equivalent Debt and Refinancing Debt in respect thereof; provided, that if any such Lien is on Collateral, the holders of any such Funded Debt (or a representative thereof) shall be party to an Acceptable Intercreditor Agreement;

(d)    Liens securing Funded Debt permitted under Section 7.03(d) existing on property at the time of (and not in contemplation of) its acquisition; provided that such Liens do not extend to or cover any other assets or property other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Funded Debt and other obligations incurred prior to such time and which Funded Debt and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition; and

(e)    Liens on any margin stock, if and to the extent the value of all margin stock of the Borrower and its Subsidiaries exceeds 25% of the value of the total assets subject to this Section 7.01.

Section 7.02    Investments. Make or permit to exist any Investments, other than:

(a)    cash and Cash Equivalents;

(b)     Investments received in satisfaction or partial satisfaction of royalty receivables from financially troubled account debtors;

 

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(c)     Permitted Acquisitions (x) on or prior to June 30, 2020, by RP Investments or a Subsidiary thereof; provided, that Remainco provides the Applicable Remainco Ownership Percentage of the consideration paid in respect of such Permitted Acquisition and (y) at any time by the Borrower or any Subsidiary (other than RP Investments or a Subsidiary thereof); provided that the aggregate consideration for all such Permitted Acquisitions of Royalty Assets that are owned by Subsidiaries that are not Loan Parties (or Alternative Credit Support Entities) shall not exceed the Non-Loan Party Cap;

(d)    Investments by the Borrower in connection with an Affiliate Acquisition;

(e)    Investments in (x) RP Investments or a Subsidiary thereof, the proceeds of which are used to satisfy its pro rata portion of milestone payments, installment payments, royalty or revenue sharing payments and payments of research and development expenses and acquired Royalty Assets, in each case with respect to contractual obligations of RP Investments or such Subsidiary existing on the Closing Date or entered into on or prior to June 30, 2020 in accordance with the terms of this Agreement, and (y) Subsidiaries of the Borrower (other than RP Investments or a Subsidiary thereof), the proceeds of which are used to satisfy (A) royalty or revenue sharing payments (but only to the extent of distributions or other amounts received by or on behalf of the Borrower in respect of such Investments) or (B) milestone payments;

(f)    other Investments (x) in any Subsidiary Guarantor or any Alternative Credit Support Entity and (y) in any other Subsidiary in an amount not to exceed the Non-Loan Party Cap;

(g)    other Investments in an aggregate amount not to exceed the greater of (x) $200,000,000 and (y) 10.0% of Consolidated EBITDA for the period of four fiscal quarters of the Consolidated Group most recently ended;

(h)     Investments arising under Secured Cash Management Agreements and Secured Hedge Agreements;

(i)    the SLP Interests;

(j)    Investments by the Borrower in the form of any purchase or other acquisition of additional beneficial interests in RP Investments, so long as no Event of Default shall exist immediately prior to or after giving effect to the making of such Investment; and

(k)    any Investment by the Borrower in connection with any Specified Distribution Transaction.

provided that the Borrower and its Subsidiaries shall not make any Investment in any Non-Core Royalty Assets if, at the time of such Investment and immediately after giving effect thereto, the aggregate amount of investments in Non-Core Royalty Assets exceeds 25% of the assets of the Borrower and its Subsidiaries (to be calculated in good faith by the Borrower in a manner consistent with GAAP).

Section 7.03    Funded Debt. Create, incur, assume or suffer to exist any Funded Debt, other than:

(a)    the Senior Credit Obligations;

(b)    any Funded Debt arising under Secured Cash Management Agreements or Secured Hedge Agreements;

 

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(c)    Incremental Equivalent Debt and Refinancing Debt in respect thereof;

(d)    (x) Funded Debt of any Person that becomes a Subsidiary or Funded Debt assumed in connection with an acquisition or other Investment permitted hereunder after the Closing Date; provided that such Funded Debt (A) existed at the time such Person became a Subsidiary or the assets subject to such Funded Debt were acquired and (B) was not created or incurred in anticipation thereof and (y) any Refinancing Debt in respect thereof; and

(e)    other unsecured indebtedness of the Borrower and any unsecured Refinancing Debt of the Borrower in respect thereof; provided that, (A) both immediately before and after giving pro-forma effect thereto, no Event of Default shall have occurred and the Borrower will be in compliance with the financial covenants set forth in Section 7.10 after giving effect to such unsecured indebtedness on a Pro-Forma Basis and (B) any such indebtedness (other than Refinancing Debt which shall be subject to the limitations set forth in the definition thereof) has a final maturity date equal to or later than the latest of the Maturity Dates, and a Weighted Average Life to Maturity equal to or greater than the latest Weighted Average Life to Maturity of the Term Facilities; provided that the limitations in this sub-clause (B) shall not apply to any such unsecured indebtedness having an aggregate principal amount not exceeding the Inside Maturity Excluded Amount.

Section 7.04    Dissolution, Mergers and Subsidiaries.

(a)    Terminate the existence, dissolve or liquidate, in whole or in part, any Subsidiary of the Borrower (other than any Immaterial Subsidiary of the Borrower), other than any such termination, dissolution or liquidation occurring in connection with any transaction involving a Subsidiary of the Borrower that does not, in the good faith judgment of the Borrower and the Administrative Agent, have an adverse impact in any material respect on the value of the Collateral granted to the Administrative Agent for the benefit of the Secured Parties (it being agreed that the transfer of all or substantially all of the Collateral of any Subsidiary to the Borrower or any other Loan Party that is a party to the Security Agreement shall be permitted under this clause (a)).

(b)    Enter into a transaction of merger or consolidation with any other Person; provided that any Subsidiary of the Borrower may merge with or consolidate into one or more other Subsidiaries of the Borrower, provided that when any Loan Party is merging with another Subsidiary, such Loan Party shall be the continuing or surviving Person, unless such other continuing or surviving Person would constitute an Immaterial Subsidiary (and has been so designated) after giving effect to such merger.

(c)    Except for Immaterial Subsidiaries, the Borrower will not form, acquire or permit to exist any Subsidiaries without giving prior written notice to the Administrative Agent and otherwise complying with Section 6.09(a).

Section 7.05    Dispositions. Make Dispositions of assets, other than

(a)     Involuntary Dispositions;

(b)    Dispositions by the Borrower or its Subsidiaries in any fiscal year of assets if, but only if, the aggregate Consolidated EBITDA attributable thereto for the fiscal year most recently completed prior to the time of any Disposition would not exceed an amount equal to 10% of Consolidated EBITDA for such most recently completed fiscal year, other than as necessary to accomplish the Transaction;

 

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(c)    non-exclusive licenses of intellectual property granted by the Borrower or any of its Subsidiaries in the ordinary course of business; and

(d)    the abandonment, cancellation, lapse or other Disposition of intellectual property that is, in the reasonable judgment of the Borrower, no longer economically practical to maintain or useful in the conduct of the business of the Borrower or any of its Subsidiaries.

Section 7.06    Distributions. Make Distributions to equity, other than:

(a)    Distributions in any period of four consecutive fiscal quarters not in excess of an amount equal to 45% of Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended prior to the making of such distribution, in each case if, before and after giving effect thereto, no Event of Default under Section 8.01(b) arising by virtue of a failure to comply with Section 7.10 as of the last day of fiscal quarter most recently ended prior to the date of the making of such Distribution has occurred and is continuing;

(b)    Distributions to the Manager and the Investment Manager in respect of Employment Related Expenses;

(c)    Affiliate Acquisition Distributions;

(d)    Distributions of net proceeds distributed by RP Investments or any non-wholly-owned Subsidiary to owners of a minority interest in connection with any permitted Disposition by RP Investments or any non-wholly-owned Subsidiary; and

(e)    any Specified Distribution Transaction.

Section 7.07    Limited Activities.

(a)    Solely in the case of the Borrower, engage in any activities other than those provided in Section 2.03 of the Borrower Trust Agreement and not prohibited by Section 4.01 of the Borrower Trust Agreement.

(b)    Solely in the case of RP Investments and its Subsidiaries, engage in any of the following activities, or take any of the following actions, as the case may be: (a) incurring any indebtedness for borrowed money other than indebtedness owed to the Borrower or any Subsidiary existing on the Closing Date and set forth on Schedule 7.07(b), (b) creating or suffering to exist any Lien on any property or asset now owned or hereafter acquired by it other than Liens existing on the Closing Date and set forth on Schedule 7.07(b), or (c) engaging in any material business activity or owning any material assets other than (i) the assets owned on the Closing Date, (ii) performing its obligations under contracts and agreements existing on the Closing Date (including making milestone payments, installment payments, royalty or revenue sharing payments and payments of research and development expenses), (iii) making Dispositions permitted by this Agreement and Distributions to the owners of their equity interests on a ratable basis, (iv) filing Tax reports and paying Taxes and other customary obligations in the ordinary course (and contesting any Taxes); (v) preparing reports to governmental authorities and to the Borrower and Remainco; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable requirements of law; (vii) on or prior to June 30, 2020, making one or more Permitted Acquisitions and incurring obligations in connection therewith not constituting indebtedness for borrowed money, and activities incidental to Permitted Acquisitions, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted

 

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Acquisitions (viii) holding cash, Cash Equivalents and other assets received in connection with permitted distributions or dividends received from, or permitted Investments or permitted Dispositions made by, it or any of its Subsidiaries or permitted contributions to the capital of, or proceeds from the issuance of equity interests pending the application thereof; (ix) providing indemnification for its officers, directors, members of management, employees and advisors or consultants consistent with past practice; (x) participating in tax, accounting and other administrative matters; (xi) making payments and performing its obligations under any document, agreement and/or Investment contemplated by the Transactions; (xii) complying with applicable requirements of law (including with respect to the maintenance of its existence); (xiii) maintaining its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes related to such maintenance); (xiv) any Specified Distribution Transaction and (xv) activities incidental or reasonably related to any of the foregoing.

(c)    Incur any Funded Debt that benefits from any collateral, guarantee or other credit support from the assets of RP Investments or any entity in which RP Investments has a direct or indirect equity interest, and any Funded Debt of the Borrower or Remainco will not be incurred or guaranteed by RP Investments or its Subsidiaries, and the collateral for any such Funded Debt shall not benefit from any upstream credit support from RP Investments or any entity in which RP Investments has a direct or indirect equity interest.

(d)    Amend or modify (i) the Borrower Trust Agreement or any other Organization Document of the Borrower, (ii) any Organization Document of any Subsidiary of the Borrower (other than any Immaterial Subsidiary), (iii) any Reorganization Document of the type described in clause (ii) of the definition thereof, in the case of the preceding sub-clauses (i) through (iii), in a manner that is adverse in any material respect to the interests of the Lenders (in their capacities as such) or (iv) any Standing Instructions, in the case of this sub-clause (iv), without the consent of the Administrative Agent (not to be unreasonably withheld or delayed); provided that, no such consent under sub-clause (iv) shall be required in order to amend or modify the Standing Instructions applicable to the RP Investments Concentration Account in order to adjust the Applicable Borrower Ownership Percentage in a manner contemplated by clause (ii) of the definition thereof.

(e)    (x) So long as RPCT receives funds from its contract obligors, permit the percentage of the beneficial interests in RPCT held directly or indirectly by RPIFT to decrease from the percentage of such beneficial interests so held by RPIFT as of the Closing Date or (y) permit the beneficial interests of RPIFT to be owned by any Person, except that RPIFT may be either (i) a direct wholly-owned Subsidiary of RP Investments or (ii) a Subsidiary of the Borrower (provided that in the case of this subclause (ii) all outstanding obligations under the Remainco Term Facility shall have been paid in full) so long as the Borrower does not own less than 82.42% of the beneficial interests of RPIFT.

Section 7.08    Fiscal Year. Change its fiscal year without the prior written consent of the Administrative Agent.

Section 7.09    Transactions with Affiliates. Enter into any transaction with an Affiliate other than on terms substantially as favorable as would be obtainable in an comparable arm’s length transaction with a Person that is not an Affiliate; except that distributions under Section 7.06 and the agreements and arrangements existing on the Closing Date relating to payment of management fees and expenses to the Manager and Investment Manager (including Employment Related Expenses) and to the governance of RP Investments shall not be subject to this Section.

 

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Section 7.10    Financial Covenants.

(a)    Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio of the Consolidated Group as of the end of any fiscal quarter of the Borrower (commencing with the fiscal quarter ending March 31, 2020) to be greater than 4.00 to 1.00; provided that upon the Administrative Agent’s receipt of a QMA Notice and subject to the limitations set forth in the definition of Qualifying Material Acquisition, such ratio shall be increased by 0.50 to 1.00 for the four consecutive fiscal quarters ended immediately after the applicable Consummation Date; provided further that (x) if the Consummation Date is the last day of a fiscal quarter, subject to clause (y), the increased ratio set forth above shall apply as of such date and the three consecutive immediately following fiscal quarters and (y) if the applicable QMA Notice Date occurs after the date on which the financial statements for the fiscal quarter (or, if applicable, fiscal year) ended immediately after (or, if applicable, on) the applicable Consummation Date are due pursuant to Sections 6.01(a) or (b), such increased ratio shall only apply for the three consecutive fiscal quarters ended immediately after such initial fiscal quarter ended immediately after (or, if applicable, on) the applicable Consummation Date) provided, further that (i) such increase in the Consolidated Leverage Ratio shall be limited to two uses and (ii) there must be at least two consecutive fiscal quarters not subject to such increase in the Consolidated Leverage Ratio between such uses.

(b)    Consolidated Coverage Ratio. Permit the Consolidated Coverage Ratio of the Consolidated Group as of the end of any fiscal quarter of the Borrower (commencing with the fiscal quarter ending March 31, 2020) to be less than 2.50 to 1.00.

Section 7.11    Prepayments of Certain Indebtedness, etc.. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Junior Debt, except:

(a)     prepayment of any Junior Debt (other than Junior Debt that is subordinated in right of payment to the Finance Obligations), so long as (x) no Event of Default shall exist immediately prior to or after giving effect to such prepayment and (y) the Borrower shall be in compliance on a Pro-Forma Basis with the financial covenants set forth in Sections 7.10(a) and 7.10(b); and

(b)    the prepayment of any Junior Debt with the Net Cash Proceeds of, or in exchange for, any Junior Debt permitted under this Agreement.

ARTICLE VIII

DEFAULTS

Section 8.01    Events of Default. An Event of Default shall exist upon the occurrence of any of the following specified events or conditions (each an “Event of Default”):

(a)    Non-Payment. Failure to pay (i) when and as required to be paid herein, any amount of principal of any Term Loan, or (ii) within three days after the same becomes due, any interest on any Term Loan or any fee due hereunder or (iii) within five days after the same becomes due, any other amount payable hereunder or under any other Loan Document.

(b)    Specific Covenants. Failure to perform or observe any term, covenant or agreement contained in any of Section 6.02, 6.03(i), 6.04, 6.08, 6.09, 6.10, 6.11 or 6.13 or Article VII.

(c)    Other Defaults. Failure by any Loan Party to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty days.

 

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(d)    Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Loan Party or any of its Subsidiaries herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be false or misleading in any material respect when made or deemed made.

(e)    Cross Default. (i) Any member of the Consolidated Group (and, if not already a member of the Consolidated Group, any Acquiring Affiliate) (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any indebtedness or Support Obligations (other than indebtedness hereunder and indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $10,000,000, or (B) fails to observe or perform any other agreement or condition relating to any such indebtedness or Support Obligations or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such indebtedness or the beneficiary or beneficiaries of such Support Obligations (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such indebtedness to be made, prior to its stated maturity, or such Support Obligations to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which any member of the Consolidated Group is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which any member of the Consolidated Group is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such member of the Consolidated Group as a result thereof is greater than $10,000,000.

(f)    Insolvency Proceedings, Etc. Any member of the Consolidated Group (and, if not already a member of the Consolidated Group, any Acquiring Affiliate) (other than any Immaterial Subsidiary) institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty calendar days, or an order for relief is entered in any such proceeding.

(g)    Inability to Pay Debts; Attachment. (i) Any member of the Consolidated Group (and, if not already a member of the Consolidated Group, any Acquiring Affiliate) (other than any Immaterial Subsidiary) becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within sixty calendar days after its issue or levy.

(h)    Judgments. There is entered against any member of the Consolidated Group (and, if not already a member of the Consolidated Group, any Acquiring Affiliate) (other than any Immaterial Subsidiary) (i) one or more final judgments or orders for the payment of money in an

 

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aggregate amount (as to all such judgments or orders) exceeding $10,000,000 (to the extent not covered by independent third party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of sixty calendar days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect.

(i)    ERISA. Any member of the Consolidated Group (and, if not already a member of the Consolidated Group, any Acquiring Affiliate) or any ERISA Affiliate shall incur liabilities under or in respect of ERISA that are reasonably likely to have a Material Adverse Effect.

(j)    Invalidity of Loan Documents. Any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or satisfaction in full of all the Senior Credit Obligations, ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document.

(k)    Change of Control. Holdings shall at any time directly own less than 100% of the beneficial interests in the Borrower or the Borrower shall at any time directly own less than the percentage of beneficial interests in RP Investments so held by the Borrower as of the Closing Date.

Section 8.02    Remedies upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(i)    declare the commitment of each Lender to make Term Loans to be terminated, whereupon such commitments and obligation shall be terminated; and

(ii)    declare the unpaid principal amount of all outstanding Term Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document with respect thereto to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;

provided, however, that (x) upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Term Loans shall automatically terminate, the unpaid principal amount of all outstanding Term Loans and all interest and other amounts as aforesaid shall automatically become due and payable without further act of the Administrative Agent or any Lender and (y) in the case of any Event of Default arising under Section 8.01(b) as a result of the failure to perform or observe any term, covenant or agreement contained in Section 6.11(b) relating to the Standing Instructions, the Borrower and each other Loan Party agrees that the Administrative Agent shall be entitled to, at the request of, or may, with the consent of, the Required Lenders seek an injunction, specific performance and other equitable relief with respect to any such breach in order to enforce specifically the terms and provisions of Section 6.11(b) relating to the Standing Instructions, in addition to any other remedy to which they are entitled in Law or in equity (and, under such circumstances, the Borrower and each other Loan Party agrees that it will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that any Secured Party has an adequate remedy at law or that such relief is unavailable or inappropriate). In furtherance of the immediately preceding clause (y), the Borrower and each other Loan Party acknowledge and agree

 

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that the provisions of Section 6.11(b) relating to Standing Instructions are an essential element of the decision by the Secured Parties to enter the Loan Documents and to grant the credit accommodations now or hereafter contemplated by the Loan Documents, including the decision by the Secured Parties to extend credit in the form of Term Loans to the Borrower, and that each Loan Party and the Borrower’s Subsidiaries benefit from the credit extended to the Borrower.

Section 8.03    Application of Funds. After the exercise of remedies provided for in Section 8.02, any amounts received on account of the Finance Obligations shall, subject to the provisions of Section 2.13, be applied by the Administrative Agent in the following order:

FIRST, to payment of that portion of the Finance Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;

SECOND, to payment of that portion of the Finance Obligations constituting fees, indemnities and other amounts payable to the Lenders arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them;

THIRD, to payment of that portion of the Finance Obligations constituting accrued and unpaid interest on the Term Loans and other Senior Credit Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;

FOURTH, to payment of that portion of the Finance Obligations constituting unpaid principal of the Term Loans and amounts then owing under Secured Hedge Agreements and Secured Cash Management Agreements, ratably among the Lenders, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them;

LAST, the balance, if any, after all of the Finance Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Notwithstanding the foregoing, Finance Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX hereof for itself and its Affiliates as if a “Lender” party hereto.

ARTICLE IX

AGENCY PROVISIONS

Section 9.01    Appointment and Authority.

(a)    Administrative Agent. Each of the Lenders hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as

 

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are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

(b)    Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Finance Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article IX and Article X (including Section 10.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

Section 9.02    Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

Section 9.03    Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:

(i)     shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(ii)     shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of an Debtor Relief Law; and

 

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(iii)     shall not have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, to any Lender, any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their Affiliates, that is communicated to, obtained or in the possession of, the Administrative Agent, Arranger or any of their Related Parties in any capacity, except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent.

The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by a final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Borrower or a Lender.

The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Section 9.04    Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Term Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Term Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Section 9.05    Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents

 

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Section 9.06    Resignation of Administrative Agent.

(a)    The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that in no event shall any such successor agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b)    If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (iv) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

(c)    With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 3.01(e) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.06). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring or removed Administrative Agent was acting as Administrative Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including (a) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

 

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Section 9.07    Non-Reliance on Administrative Agent, the Arrangers and Other Lenders. Each Lender expressly acknowledges that none of the Administrative Agent nor the Arrangers has made any representation or warranty to it, and that no act by the Administrative Agent or the Arrangers hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of any Loan Party of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arrangers to any Lender as to any matter, including whether the Administrative Agent or the Arrangers have disclosed material information in their (or their Related Parties’) possession. Each Lender represents to the Administrative Agent and the Arrangers that it has, independently and without reliance upon the Administrative Agent, the Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Arrangers, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties. Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

Section 9.08    No Other Duties, Etc.. Anything herein to the contrary notwithstanding, none of the Arrangers, Co-Syndication Agents or Co-Documentation Agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender hereunder.

Section 9.09    Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Term Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(i)    to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Term Loans and all other Senior Credit Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the

 

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Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.07 and 10.04) allowed in such judicial proceeding; and

(ii)    to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.07 and 10.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Finance Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

Section 9.10    Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion:

(i)    to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) upon termination of the Aggregate Commitments and payment in full of all Finance Obligations (other than (x) contingent indemnification obligations for which no claim has been made and (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made), (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document or that is owned by a Guarantor that is released from its Guaranty in accordance with this Agreement, (C) to effect a change in the structure of Holdings so long as substantially concurrent with such release, the Pledge Agreement (including an additional Pledge Agreement as contemplated by clause (b) of the definition thereof) is entered into pursuant to which a security interest in 100% of Holdings’ beneficial ownership interest in the Borrower is granted (representing 100% of the outstanding beneficial interests of the Borrower) or (D) if approved, authorized or ratified in writing in accordance with Section 10.01;

(ii)    to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; and

(iii)    to subordinate the Liens held by the Administrative Agent under the Loan Documents on any Royalty Assets acquired in a Permitted Acquisition (and any proceeds thereof) to the Liens on such Royalty Assets (and any proceeds thereof) in favor of the seller or other applicable counterparty securing installment payments, milestone payments, or royalty or revenue sharing obligations under the acquisition or similar agreement pursuant to which such Royalty Assets were acquired; provided that such liens shall extend solely to of such Royalty Assets to secure such payments or obligations.

 

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Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. Any release or subordination permitted hereby shall also be permitted and not constitute a violation of Section 4.07 of the Security Agreement.

Section 9.11    Secured Cash Management Agreements and Secured Hedge Agreements. No Cash Management Bank or Hedge Bank that obtains the benefits of Section 8.02, any Guaranty or any Collateral by virtue of the provisions hereof or of any Guaranty or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Finance Obligations arising under Secured Cash Management Agreements or Secured Hedge Agreements unless the Administrative Agent has received written notice of such Finance Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank.

ARTICLE X

MISCELLANEOUS

Section 10.01    Amendments, Etc.. Subject to Sections 3.03(c) and 6.11(f), no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or by the Administrative Agent with the consent or ratification of the Required Lenders or such other number or percentage of Lenders as may be specified herein) and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that (x) the Administrative Agent and the Borrower may, with the consent of the other, amend, modify or supplement this Agreement and any other Loan Document to cure any ambiguity, omission, typographical error, mistake, defect or inconsistency (or to conform any other Loan Document to be consistent with the requirements of the Credit Agreement) and (y) no such amendment, waiver or consent shall:

(i)    waive any condition set forth in Section 4.01 (other than Section 4.01(h)(i) or Section 4.01(i)), without the written consent of each Lender;

(ii)    extend or increase the Term Commitment of any Lender (or reinstate any Term Commitment terminated pursuant to Section 8.02) without the written consent of such Lender;

(iii)    postpone any date fixed by this Agreement or any other Loan Document for (A) any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under such other Loan Document without the written consent of each Lender entitled to such payment or (B) any scheduled reduction of either Term Facility hereunder or under any other Loan Document without the written consent of each Appropriate Lender;

 

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(iv)    reduce the principal of, or the rate of interest specified herein on, any Term Loan, or (subject to clause (iii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to such amount; provided, however, that only the consent of the Required Lenders shall be necessary (A) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate or (B) to amend any financial covenant hereunder (or any defined terms used therein);

(v)    change (A) Section 8.03 without the written consent of each Lender, (B) Section 2.11 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender or (C) the order of application of any reduction in the Term Commitments or any prepayment of Term Loans among the Classes from the application thereof set forth in the applicable provisions of Section 2.03(b), Section 2.05(a) or (b) respectively, in any manner that materially and adversely affects the Lenders under a Class without the written consent of (a) if such Term Facility is the Term B-1 Term Facility, the Required Term B-1 Term Lenders, or (b) if such Term Facility is the Term A-1 Term Facility, the Required Term A-1 Term Lenders;

(vi)     change (A) any provision of this Section 10.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder (other than the definitions specified in clause (B) of this Section 10.01(vi)), without the written consent of each Lender, or (B) the definition of “Required Term B-1 Term Lenders” or “Required Term A-1 Term Lenders”, without the written consent of each Lender under the applicable Term Facility;

(vii)    release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;

(viii)    release all or substantially all of the value of the Guaranty, without the written consent of each Lender, except to the extent the release of any Subsidiary from the Guaranty is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone); or

(ix)    impose any greater restriction on the ability of any Lender under a Class to assign any of its rights or obligations hereunder without the written consent of (A) if such Term Facility is the Term B-1 Term Facility, the Required Term B-1 Term Lenders, or (B) if such Term Facility is the Term A-1 Term Facility, the Required Term A-1 Term Lenders;

and provided, further, that: (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (ii) no amendment, waiver or consent which would require the consent of a Lender but for the fact that it is a Defaulting Lender shall be enforced against it without its consent; and (iii) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders

 

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other than Defaulting Lenders), except that (x) the Term Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.

Notwithstanding any provision herein to the contrary, the Borrower may, by written notice to the Administrative Agent from time to time, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders under one or more of the Term Facilities (each Term Facility subject to such a Loan Modification Offer, and “Affected Facility”) to make one or more Permitted Amendments (as defined below) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice) (or such shorter periods as are acceptable to the Administrative Agent). Permitted Amendments shall become effective only with respect to the Term Loans of the Lenders under the Affected Facility that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Term Loans under such Affected Facility as to which such Lender’s acceptance has been made. The Borrower and each Accepting Lender shall execute and deliver to the Administrative Agent an agreement in form and substance satisfactory to the Administrative Agent giving effect to the Permitted Amendment (a “Loan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Term Loans and Term Commitments of the Accepting Lenders under the Affected Facility. Notwithstanding the foregoing, no Permitted Amendment shall become effective under this paragraph unless the Administrative Agent, to the extent so reasonably requested by the Administrative Agent, shall have received corporate documents, officers’ certificates or legal opinions consistent with those delivered on the Closing Date under Section 4.01. As used in this paragraph, “Permitted Amendments” shall be limited to (i) an extension of the final maturity date of the applicable Term Loans of the Accepting Lenders (provided that such extension may not result in having more than two additional final maturity dates in any year, or more than three additional final maturity dates at any time, under this Agreement without the consent of the Administrative Agent), (ii) a reduction, elimination or extension, of the scheduled amortization of the applicable Term Loans of the Accepting Lenders, (iii) a change in rate of interest (including a change to the Applicable Rate and any provision establishing a minimum rate), premium, or other amount with respect to the applicable Term Loans of the Accepting Lenders and/or a change in the payment of fees to the Accepting Lenders and/or a change in the payment of fees to the Accepting Lenders (such change and/or payments to be in the form of cash, equity interests or other property to the extent not prohibited by this Agreement) and (iv) any other amendment to a Loan Document required to give effect to the Permitted Amendments described in clauses (i) through (iii) of this sentence.

If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender, each Appropriate Lender or all affected Lenders (or any other Class or group of Lenders other than the Required Lenders) and that has been approved by the Required Lenders (each such Lender, a “Non-Consenting Lender”), the Borrower may replace such non-consenting Lender in accordance with Section 10.13; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such

 

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Section (together with all other such assignments required by the Borrower to be made pursuant thereto). The Owner Trustee may, but shall not be obligated to, execute as signatory of the Trust any such amendment, waiver, or consent that affects such Owner Trustee’s own rights, duties, protections or immunities under this Agreement or otherwise.

Section 10.02    Notices; Effectiveness; Electronic Communication.

(a)    Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or electronic mail as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i)    if to the Borrower or the Administrative Agent to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02; and

(ii)    if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrower).

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).

(b)    Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail, FpML messaging and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement) and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii), if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

 

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(c)    The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall any Agent or any of its Related Parties (collectively, “Agent Parties”) have any liability to the Borrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Loan Party’s or any Agent Party’s transmission of Borrower Materials through electronic telecommunications, notices through the Platform, any other electronic platform or electronic messaging service, except for direct or “economic” (as such term is used in Title 18, United States Code, Section 1030(g)) (as opposed to special, indirect, consequential or punitive) losses, claims, damages, liabilities or expenses to the extent that such losses, claims, damages, liabilities or expenses (x) are determined by a court of competent jurisdiction by a final an nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for material breach of such Indemnitee’s obligations hereunder or under any other Loan Document in respect of Borrower Materials made available through electronic telecommunications or other information transmission systems, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to such direct or “economic” damages).

(d)    Change of Address, Etc. Each of the Borrower and the Administrative Agent may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the Borrower and the Administrative Agent. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws.

(e)    Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices and Committed Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, each Lender and the

 

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Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Section 10.03    No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender or by the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders; provided, however, that the foregoing shall not prohibit (i) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (ii) any Lender from exercising setoff rights in accordance with Section 10.08 (subject to the terms of Section 2.11) or (iii) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (x) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (y) in addition to the matters set forth in clauses (ii), (iii) and (iv) of the preceding proviso and subject to Section 2.11, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

Section 10.04    Expenses; Indemnity; Damage Waiver.

(a)    Costs and Expenses. The Borrower agrees to pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent, its Affiliates and the Arrangers (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with due diligence, the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket expenses incurred by the Administrative Agent or any Lender (including the fees, charges and disbursements of any outside counsel for the Administrative Agent or any Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Term Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term Loans.

(b)    Indemnification. The Borrower and each Guarantor, jointly and severally, shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Arranger and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for

 

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external attorneys, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01) or, in the case of the Arrangers and their respective Related Parties only, the syndication of the Term Loans, (ii) any Term Loan or the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

(c)    Reimbursement by Lenders. To the extent that the Borrower and the Guarantors for any reason fail indefeasibly to pay any amount required under subsection (a) or (b) of this Section to be paid by it or them to the Administrative Agent (or any sub-agent thereof), any of the Arrangers, or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), each Arranger or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or any Arranger in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or any Arranger in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(d).

(d)    Waiver of Consequential Damages. To the fullest extent permitted by applicable Law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Term Loan or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.

(e)    Payments. All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.

 

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(f)    Survival. The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Senior Credit Obligations.

Section 10.05    Payments Set Aside. To the extent that any payment by or on behalf of the Borrower or any other Loan Party is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of set-off, and such payment or the proceeds of such set-off or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (i) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such set-off had not occurred, and (ii) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under clause (ii) of the preceding sentence shall survive the payment in full of the Senior Credit Obligations and the termination of this Agreement.

Section 10.06    Successors and Assigns.

(a)    Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 10.06(b), (ii) by way of participation in accordance with the provisions of Section 10.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.06(f) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)    Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Term Commitment(s) and the Term Loans (including for purposes of this Section 10.06(b)) at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i)    Minimum Amounts.

(A)    in the case of an assignment of the entire remaining amount of the assigning Lender’s Term Commitment under a Term Facility and the Term Loans at the time owing to it under such Term Facility or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

 

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(B)    in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of a Term Commitment (which for this purpose includes the Term Loans outstanding thereunder) or, if a Term Commitment is not then in effect, the principal outstanding balance of the Term Loans thereunder of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met.

(ii)    Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Term Loans under the applicable Term Facility or the Term Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Term Facilities on a non-pro rata basis.

(iii)    Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

(A)    the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) a Specified Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Arranger, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof; and

(B)    the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) any Term Commitment if such assignment is to a Person that is not a Lender with a Term Commitment in respect of the applicable Term Facility, an Arranger, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii) any Term Loan to a Person that is not a Lender, an Arranger, an Affiliate of a Lender or an Approved Fund.

(iv)    Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(v)    No Assignment to Certain Persons. No such assignment shall be made (A) to any Defaulting Lender or any of its Subsidiaries, or to any Person that would constitute a “Defaulting Lender” upon becoming a Lender hereunder, (B) to any Person that has not provided a representation that they are a “Qualified Purchaser” for purposes of Section 3(c)(7) of the Investment Company Act, (C) to any natural person (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of one or more natural Persons)) or (D) any Loan Party or any of their Affiliates (other than assignments to the Borrower pursuant to clause (h) below).

 

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(vi)    Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro-rata share of Term Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro-rata share of all Term Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Term Note (or Term Notes) to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.06(d).

(c)    Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Term Commitments of, and principal amounts of the Term Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d)    Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than (w) a natural person (or a holding company, investment vehicle or trust for, or owned and operated by or for the

 

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primary benefit of one or more natural Persons), (x) until the full aggregate principal amount of the Term Loans contemplated hereby have been advanced to the Borrower, a Defaulting Lender (it being understood that the prohibition against the sale of participations to Defaulting Lenders under this clause (x) shall automatically cease to apply once the Term Loans are fully funded), (y) the Borrower or any of the Borrower’s Affiliates or (z) to any Person that has not provided a representation that they are a “Qualified Purchaser” for purposes of Section 3(c)(7) of the Investment Company Act) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Term Commitments and/or the Term Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.06(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.11 as though it were a Lender.

(e)    Limitation Upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.01(e) as though it were a Lender.

(f)    Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Term Note(s), if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(g)    Assignments and Participations to Qualified Purchasers. No Term Loan or Participation therein may at any time be held by or on behalf of Persons that are not Qualified Purchasers for purposes of Section 3(c)(7) of the Investment Company Act.

(h)    Assignments to the Borrower. Notwithstanding anything to the contrary contained herein, any Lender may, at any time, assign all or a portion of its rights and obligations under this Agreement in respect of its Term Loans to the Borrower on a non-pro rata basis (A) through Dutch Auctions, or similar transactions pursuant to procedures to be established by the applicable “auction agent” that are consistent with this Section 10.06(h), in each case open to all Lenders holding the relevant Term Loans on a pro rata basis or (B) through open market purchases (which purchases may be effected at any price as agreed between such Lender and the Borrower in their respective sole discretion), in each case notwithstanding Section 2.11; provided that:

(i)    any Term Loans acquired by the Borrower shall be retired and cancelled immediately upon the acquisition thereof; provided that upon any such retirement and cancellation, the aggregate outstanding principal amount of the Term Loans shall be deemed reduced by the full par value of the aggregate principal amount of the Term Loans so retired and cancelled, and each principal repayment installment with respect to the initial Term Loans pursuant to Section 2.05 shall be reduced on a pro rata basis by the full par value of the aggregate principal amount of initial Term Loans so cancelled; and

 

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(ii)    no Event of Default exists at the time of acceptance of bids for the Dutch Auction or the confirmation of such open market purchase, as applicable.

Section 10.07    Treatment of Certain Information; Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed: (i) to its Affiliates, its auditors and its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (ii) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners); (iii) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; (iv) to any other party hereto; (v) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.12(c) or Section 2.14(b) or (B) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (vii) with the consent of the Borrower or (viii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section, (B) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower or (C) is independently discovered or developed by a party hereto without utilizing any Information received from the Borrower or violating the terms of this Section 10.07 or (ix) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the application, issuance, publishing and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Agents and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Term Commitments. For purposes of this Section, “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

 

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Notwithstanding the foregoing, any Agent and any Lender may place advertisements in financial and other newspapers and periodicals or on a home page or similar place for dissemination of information on the Internet or worldwide web as it may choose, and circulate similar promotional materials, after the closing of the transactions contemplated by this Agreement in the form of a “tombstone” or otherwise describing the names of the Loan Parties, or any of them, and the amount, type and closing date of such transactions, all at their sole expense.

Each of the Administrative Agent and the Lenders acknowledges that (i) the Information may include material non-public information concerning the Borrower or one or more Subsidiaries, as the case may be, (ii) it has developed compliance procedures regarding the use of material non-public information and (iii) it will handle such material non-public information in accordance with applicable Laws, including Federal and state securities Laws.

Section 10.08    Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.11 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Section 10.09    Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Term Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (i) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (ii) exclude voluntary prepayments and the effects thereof and (iii) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Senior Credit Obligations hereunder.

Section 10.10    Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This

 

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Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 10.11    Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default or Event of Default at the time of any Term Borrowing, and shall continue in full force and effect as long as any Term Loan or any other Senior Credit Obligation shall remain unpaid or unsatisfied.

Section 10.12    Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (ii) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, then such provisions shall be deemed to be in effect only to the extent not so limited.

Section 10.13    Replacement of Lenders. If any Lender (x) requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (y) is a Defaulting Lender or (z) is a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(i)    the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b);

(ii)    such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

 

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(iii)    in the case of any assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;

(iv)    such assignment does not conflict with applicable Laws; and

(v)    in the case of any replacement of Lenders under the circumstances described in last paragraph of Section 10.01, the applicable amendment, waiver, discharge or termination that the Borrower has requested shall become effective upon giving effect to such replacement (and any related Assignment and Assumptions required to be effected in connection therewith in accordance with this Section 10.13), and such Lender (in lieu of the assignee) shall have received payment of the amount that would be (or would have been) payable to such Lender under Section 2.03(d)(ii) but for such replacement.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each Lender agrees that, if the Borrower elects to replace such Lender in accordance with this Section, it shall promptly execute and deliver to the Administrative Agent an Assignment and Assumption to evidence such sale and purchase and shall deliver to the Administrative Agent any Term Note (if Term Notes have been issued in respect of such Lender’s Term Loans) subject to such Assignment and Assumption; provided that the failure of any such non-consenting Lender to execute an Assignment and Assumption shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register.

Section 10.14    Governing Law; Jurisdiction Etc.

(a)    Governing Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

(b)    Submission to Jurisdiction. EACH PARTY HERETO THE IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

 

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(c)    Waiver of Venue. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d)    Service of Process. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

Section 10.15    Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 10.16    No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lenders and the Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Lenders and the Arrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Lenders and the Arrangers each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor any of the Lenders or Arrangers has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Lenders and the Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor any of the Lenders or Arrangers has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent

 

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permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Lenders and the Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Section 10.17    Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modifications, Committed Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it.

Section 10.18    USA PATRIOT Act Notice. Each Lender that is subject to the PATRIOT Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the PATRIOT Act. The Borrower shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” an anti-money laundering rules and regulations, including the PATRIOT Act and Beneficial Ownership Regulation.

Section 10.19    Trustee Capacity of Wilmington Trust, National Association. It is expressly understood and agreed by the parties that (a) this Agreement is executed and delivered by Wilmington Trust, National Association, not individually or personally, but solely as Owner Trustee of the Borrower, in the exercise of the powers and authority conferred and vested in it pursuant to the Borrower Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Borrower is made and intended not as personal representations, undertakings or agreements by Wilmington Trust, National Association but is made and intended for the purpose of binding only the Borrower, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, National Association, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, and (d) under no circumstances shall Wilmington Trust, National Association be personally liable for the payment of any indebtedness or expenses of the Borrower or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Borrower under this Agreement or any other Related Documents.

Section 10.20    Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)    the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

 

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(b)    the effects of any Bail-In Action on any such liability, including, if applicable:

(c)    a reduction in full or in part or cancellation of any such liability;

(d)    a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(e)    the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

Section 10.21    Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

(a)    In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

(b)    As used in this Section 10.21, the following terms have the following meanings:

BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

 

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“Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

QFC has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

Section 10.22    Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:

(i)    such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Term Loans or the Term Commitments;

(ii)    the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Term Loans, the Term Commitments and this Agreement, and the conditions for exemptive relief thereunder are and will continue to be satisfied in connection therewith;

(iii)    (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Term Loans, the Term Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Term Loans, the Term Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Term Loans, the Term Commitments and this Agreement; or

(iv)    such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(c)    In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y)

 

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covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Term Loans, the Term Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

[Signature Pages Follow]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

 

BORROWER:

   

RPI 2019 INTERMEDIATE FINANCE TRUST, a Delaware Trust

 

By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee

   

By:

 

/s/ Cynthia L. Major

     

 

     

Name:  Cynthia L. Major

     

Title:   Banking Officer

 

RPI 2019 Intermediate Finance Trust Credit Agreement Signature Page


BANK OF AMERICA, N.A.,
as Administrative Agent

By:

 

/s/ Aamir Saleem

 

 

 

Name:  Aamir Saleem

 

Title:   Vice President

[Signature Page to RPI 2019 Credit Agreement]

 


BANK OF AMERICA, N.A.,
as Term A-1 Term Lender

By:

 

/s/ Yinghua Zhang

 

 

 

Name:  Yinghua Zhang

 

Title:   Director

[Signature Page to RPI 2019 Credit Agreement]

 

 


BANK OF AMERICA, N.A.,
as Term B-1 Term Lender

By:

 

/s/ Yinghua Zhang

 

 

 

Name:  Yinghua Zhang

 

Title:   Director

[Signature Page to RPI 2019 Credit Agreement]

 

 


Goldman Sachs Bank USA,
as Term A-1 Term Lender

By:

 

/s/ Thomas Manning

 

 

 

Name:  Thomas Manning

 

Title:   Authorized Signatory

[Signature Page to RPI 2019 Credit Agreement]

 

 


JPMORGAN CHASE BANK, N.A.
as Term A-I Term Lender

By:

 

/s/ Dawn Lee Lum

 

 

 

Name:  Dawn Lee Lum

 

Title:   Executive Director

[Signature Page to RPI 2019 Credit Agreement]

 

 


CITIBANK, N.A.,
as Term A-1 Term Lender

By:

 

/s/ Eugene Yermash

 

 

 

Name:  Eugene Yermash

 

Title:   Vice President

 

[Signature Page to RPI 2019 Credit Agreement]

 


MORGAN STANLEY BANK, N.A.,
as Term A-1 Term Lender

By:

 

/s/ Julie Lilienfeld

 

 

 

Name:  Julie Lilienfeld

 

Title:   Authorized Signatory

[Signature Page to RPI 2019 Credit Agreement]

 

 


DNB Capital, LLC,
as Term A-1 Term Lender

By:

 

/s/ Thomas Tangen

 

 

 

Name:  Thomas Tangen

 

Title:   Senior Vice President
Head of Healthcare

By:

 

/s/ Devan Patel

 

 

 

Name:  Devan Patel

 

Title:   Vice President

[Signature Page to RPI 2019 Credit Agreement]

 

 


TD BANK, N.A.
as Term A-1 Term Lender

By:

 

/s/ Steve Levi

 

 

 

Name:  Steve Levi

 

Title:   Senior Vice President

 

[Signature Page to RPI 2019 Credit Agreement]

 


BBVA USA,
as Term A-1 Term Lender

By:

 

/s/ Marlon Figueroa

 

 

 

Name:  Marlon Figueroa

 

Title:   Vice President

[Signature Page to RPI 2019 Credit Agreement]

 

 


The Bank of Nova Scotia,
as Term A-1 Term Lender

By:

 

/s/ Arjun Talwalkar

 

 

 

Name:  Arjun Talwalkar

 

Title:   Director

 

[Signature Page to RPI 2019 Credit Agreement]

 


TRUIST BANK,
as Term A-1 Term Lender

By:

 

/s/ Steve Curran

 

 

 

Name:  Steve Curran

 

Title:   Director

 

[Signature Page to RPI 2019 Credit Agreement]

 


PNC BANK, NATIONAL ASSOCIATION
as Term A-1 Term Lender

By:

 

/s/ Lauren Potts

 

 

 

Name:  Lauren Potts

 

Title:   Vice President

 

[Signature Page to RPI 2019 Credit Agreement]

 


BANK OF MONTREAL
as Term A-1 Term Lender

By:

 

/s/ Eric Oppenheimer

 

 

 

Name:  Eric Oppenheimer

 

Title:   Managing Director

[Signature Page to RPI 2019 Credit Agreement]

 

 


UBS AG, Stamford Branch as Term A-1 Term Lender

By:

 

/s/ Darlene Arias

 

 

 

Name:  Darlene Arias

 

Title:   Director

By:

 

/s/ Kenneth Chin

 

 

 

Name:  Kenneth Chin

 

Title:   Director

[Signature Page to RPI 2019 Credit Agreement]

 

 


The Huntington National Bank,

as Term A-1 Term Lender

By:

 

/s/ Joseph A Miller

 

 

 

Name:  Joseph A Miller

 

Title:    Managing Director

[Signature Page to RPI 2019 Credit Agreement]


SUMITOMO MITSUI BANKING CORPORATION,

as Term A-1 Term Lender

By:

 

/s/ Michael Maguire

 

 

 

Name:  Michael Maguire

 

Title:    Managing Director

[Signature Page to RPI 2019 Credit Agreement]


Bank of China, New York Branch

as Term A-1 Term Lender

By:

 

/s/ Chen Xu

 

 

 

Name:  Chen Xu

 

Title:    President & CEO

[Signature Page to RPI 2019 Credit Agreement]


REGIONS BANK,

as Term A-1 Term Lender

By:

 

/s/ Robert LaPorte

 

 

 

Name:  Robert LaPorte

 

Title:    Director

[Signature Page to RPI 2019 Credit Agreement]


ASSOCIATED BANK N.A.

as Term A-1 Term Lender

By:

 

/s/ Karen L. Anillo

 

 

 

Name:  Karen L. Anillo

 

Title:    Senior Vice President

[Signature Page to RPI 2019 Credit Agreement]


HANCOCK WHITNEY BANK,

as Term A-1 Term Lender

By:

 

/s/ Joshua N. Livingston

 

 

 

Name:  Joshua N. Livingston

 

Title:    Duly Authorized Signatory

[Signature Page to RPI 2019 Credit Agreement]


SIEMENS FINANCIAL SERVICES, INC.

as Term A-1 Term Lender

By:

 

/s/ Maria Levy

 

 

 

Name:  Maria Levy

 

Title:    Vice President

By:

 

/s/ Sonia Vargas

 

 

 

Name:  Sonia Vargas

 

Title:    Sr. Loan Closer

[Signature Page to RPI 2019 Credit Agreement]


SYNOVUS BANK,

as Term A-1 Term Lender

By:

 

/s/ Michael Sawicki

 

 

 

Name:  Michael Sawicki

 

Title:    Director, Corporate Banking

[Signature Page to RPI 2019 Credit Agreement]


Woodforest National Bank

as Term A-1 Term Lender

By:

 

/s/ Sean Walker

 

 

 

Name:  Sean Walker

 

Title:    Senior Vice President

[Signature Page to RPI 2019 Credit Agreement]


The Bank of East Asia Limited, Los Angeles Branch,

as Term A-1 Term Lender

By:

 

/s/ Chong Tan

 

 

 

Name:  Chong Tan

 

Title:    SVP & Head of RMU

By:

 

/s/ Simon Keung

 

 

 

Name:  Simon Keung

 

Title:    General Manager

[Signature Page to RPI 2019 Credit Agreement]


Taiwan Business Bank, Los Angeles Branch

as Term A-1 Term Lender

By:

 

/s/ Cindy Lin

 

 

 

Name:  Cindy Lin

 

Title:    Deputy General Manager

[Signature Page to RPI 2019 Credit Agreement]


Credit Industriel et Commercial, New York Branch

as Term A-1 Term Lender

By:

 

/s/ Garry Weiss

 

 

 

Name:  Garry Weiss

 

Title:    Managing Director

By:

 

/s/ Clifford Abramsky

 

 

 

Name:  Clifford Abramsky

 

Title:    Managing Director

[Signature Page to RPI 2019 Credit Agreement]


FLUSHING BANK

as Term A-1 Term Lender

By:

 

/s/ Alan Harris

 

 

 

Name:  Alan Harris

 

Title:    Senior Vice President

[Signature Page to RPI 2019 Credit Agreement]


American Savings Bank, F.S.B.,

as Term A-1 Term Lender

By:

 

/s/ Cyd Miyashiro

 

 

 

Name:  Cyd Miyashiro

 

Title:    Vice President

[Signature Page to RPI 2019 Credit Agreement]


First Hawaiian Bank

as Term A-1 Term Lender

By:

 

/s/ Christopher M. Yasuma

 

 

 

Name:  Christopher M. Yasuma

 

Title:    Vice President

[Signature Page to RPI 2019 Credit Agreement]


BankUnited, NA.

(Please type or print legal name of Lender),

as Term A-1 Term Lender

By:

 

/s/ John S. Wamboldt

 

 

 

Name:  John S. Wamboldt

 

Title:    Senior Vice President

[Signature Page to RPI 2019 Credit Agreement]


TriState Capital Bank,

as Term A-1 Term Lender

By:

 

/s/ Ellen Frank

 

 

 

Name:  Ellen Frank

 

Title:    Senior Vice President

[Signature Page to RPI 2019 Credit Agreement]


Land Bank of Taiwan Los Angeles Branch

as Term A-1 Term Lender

By:

 

/s/ Chien-Ching Li

 

 

 

Name:  Chien-Ching Li

 

Title:    VP & General Manager

[Signature Page to RPI 2019 Credit Agreement]


Mega International Commercial Bank Co., Ltd. New York Branch as Term A-1 Term Lender

By:

 

/s/ Pi Kai Liu

 

 

 

Name:  Pi Kai Liu

 

Title:    AVP

[Signature Page to RPI 2019 Credit Agreement]


CTBC Bank Co., Ltd.,

as Term A-1 Term Lender

By:

 

/s/ Mingdao Li

 

 

 

Name:  Mingdao Li

 

Title:    SVP & General Manager

[Signature Page to RPI 2019 Credit Agreement]


MidFirst Bank

as Term A-1 Term Lender

By:

 

/s/ Sherlyn Nelson

 

 

 

Name:  Sherlyn Nelson

 

Title:    Director

[Signature Page to RPI 2019 Credit Agreement]

EX-10.9 5 d862976dex109.htm EX-10.9 EX-10.9

Exhibit 10.9

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 COMMERCIALIZATION AGREEMENT

between

Vertex Pharmaceuticals Incorporated

and

Cystic Fibrosis Foundation Therapeutics Incorporated


Research, Development and Commercialization Agreement

TABLE OF CONTENTS

 

         Page  

ARTICLE I - DEFINITIONS

     2  

ARTICLE II — RESEARCH PROGRAM

     13  

2.1

  Commencement; Objective      13  

2.2

  Term      13  

2.3

  Research Diligence      14  

2.4

  Research Plan      14  

2.5

  CFFT Special Rights at Program Selection Point      16  

2.6

  Joint Research Committee      16  

2.7

  Joint Steering Committee      21  

2.8

  Exchange of Information      22  

2.9

  Extension of Research Termination Date      22  

2.10

  Third Party Testing      23  

ARTICLE III - DEVELOPMENT

     26  

3.1

  Commencement of Development Program      26  

3.2

  Joint Development Committee      26  

3.3

  Development Responsibility and Costs      28  

3.4

  Regulatory Approvals      28  

ARTICLE IV — PAYMENTS

     29  

4.1

  Staffing and Research Support Payments      29  

4.2

  Budget      30  

4.3

  Payments      30  

4.4

  Clinical Trial Commencement Milestone      31  

4.5

  Records      31  

4.6

  Payments Due Under the Original Agreement      32  

ARTICLE V — COMMERCIALIZATION; ROYALTIES

     32  

5.1

  Marketing and Promotion      32  

5.2

  Due Diligence      33  

5.3

  Royalties      33  

5.4

  Sales Reports      34  

5.5

  Vertex First Negotiation Right re: CFF Royalty Disposition      36  

ARTICLE VI - CONFIDENTIALITY

     37  

6.1

  Undertaking      37  

6.2

  Exceptions      39  

6.3

  Publicity      40  

6.4

  Survival      40  

 

i


ARTICLE VII - PUBLICATION

     41  

ARTICLE VIII - INDEMNIFICATION

     43  

8.1

  Indemnification by Vertex      43  

8.2

  Indemnification by CFFT      44  

8.3

  Claims Procedures      44  

ARTICLE IX — PATENTABLE INVENTIONS

     46  

9.1

  Ownership      46  

9.2

  Preparation      47  

9.3

  Costs      47  

ARTICLE X — TERM AND TERMINATION

     47  

10.1

  Term      47  

10.2

  Termination of the Research Program by CFFT for Cause      47  

10.3

  Termination of the Research Program by Vertex for Cause      48  

10.4

  General Effect of Termination      48  

10.5

  CFFT Special Termination Rights      49  

10.6

  Consequences of an Interruption      51  

10.7

  Refused Program Extension      53  

ARTICLE XI — REPRESENTATIONS AND WARRANTIES

     55  

11.1

  Representations and Warranties of Vertex      55  

11.2

  Representations and Warranties of CFFT      55  

ARTICLE XII — DISPUTE RESOLUTION

     55  

12.1

  Governing Law, and Jurisdiction      55  

12.2

  Dispute Resolution Process      56  

ARTICLE XIII — MISCELLANEOUS PROVISIONS

     57  

13.1

  Waiver      57  

13.2

  Force Majeure      58  

13.3

  Severability      58  

13.4

  Government Acts      58  

13.5

  Assignment      59  

13.6

  Counterparts      59  

13.7

  No Agency      60  

13.8

  Notice      60  

13.9

  Headings      61  

13.10

  Authority      61  

13.11

  Entire Agreement      62  

13.12

  Notice of Pharmaceutical Side-Effects      62  

13.13

  Invoice Requirement      62  

Exhibit 2.4 — Research Plan

Exhibit 4.2 — Initial Budget for Research Program

 

ii


RESEARCH, DEVELOPMENT AND COMMECIALIZATION AGREEMENT

Agreement made this 24th day of May, 2004, (the “Agreement”), between Vertex Pharmaceuticals Incorporated (“Vertex”), a Massachusetts corporation with principal offices at 130 Waverly Street, Cambridge, MA 02139-4242, and Cystic Fibrosis Foundation Therapeutics Incorporated, a Delaware corporation with principal offices at 6931 Arlington Road, Bethesda, Maryland 20814 (“CFFT”).

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.

WHEREAS, Vertex has expertise in the discovery and development of small molecule compounds addressing a variety of diseases for which there are limited treatment options, including extensive expertise in the study of disease mechanisms and the design of novel chemical compounds which modulate biological targets with therapeutic effect; and

WHEREAS, Vertex has developed significant scientific expertise and capacity in the area of CFTR protein modulation; and


WHEREAS, CFFT is significantly focused on the discovery and development of methods of treatment for cystic fibrosis, to which CFFT and its Affiliates bring significant scientific and human resources and financial support; and

WHEREAS, CFFT wishes to continue support for, and expand, the CFTR project underway at Vertex.

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, and other good and valuable consideration, the parties agree as follows:

ARTICLE I - DEFINITIONS

For purposes of this Agreement, the terms defined in this Article 1 shall have the following meanings whether used in their singular or plural forms. Use of the singular shall include the plural and vice versa, unless the context requires otherwise:

 

2


1.1 Affiliate” shall mean, with respect to any Person, any other Person who directly or indirectly, by itself or through one or more intermediaries, controls, or is controlled by, or is under direct or indirect common control with, such Person. The term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Control will be presumed if one Person owns, either of record or beneficially, more than 50% of the voting stock of any other Person. For the avoidance of any doubt, the Cystic Fibrosis Foundation and CFFT are considered to be Affiliates.

1.2 Agreement” means this agreement, together with all appendices, exhibits and schedules hereto, and as the same may be amended or supplemented from time to time hereafter by a written agreement duly executed by authorized representatives of each party hereto.

1.3 Back-up Compound” shall mean, with reference to any particular Development Candidate or Drug Product Candidate, a Compound which (a) has the same principal mode of action (i.e., Potentiator or Corrector) as that Development Candidate or Drug Product Candidate; and (b) was among the group of Compounds, identified by VERTEX as potential additional lead molecules having the same principal mode of action, from which the Development Candidate was selected.

1.4 Bulk Drug Substance” shall mean a Drug Product Candidate in bulk crystal, powder or other form suitable for incorporation in a Drug Product.

1.5 CF” means the disease known as Cystic Fibrosis.

1.6 CF Field” means the treatment of humans diagnosed with CF.

 

3


1.7 CFTR” shall mean a CF transmembrane conductance regulator protein which has the biological effect of transporting molecules across human cellular membranes.

1.8 “Compound” shall mean a chemical compound, including salts and prodrugs thereof, which is synthesized and/or tested by or under the direction of VERTEX or its Affiliates during the term of the Research Program under this Agreement, or which was synthesized and/or tested by and/or under the direction of Aurora or its Affiliates under the Original Agreement; which is either a Potentiator or a Corrector, or both; and which [***]

1.9 Controlled” (except in the context of Section 1.1) shall mean the legal authority or right of a party hereto to grant a license or sublicense of intellectual property rights to another party hereto, or to otherwise disclose proprietary or trade secret information to such other party, without breaching the terms of any agreement with a Third Party, infringing upon the intellectual property rights of a Third Party, or misappropriating the proprietary or trade secret information of a Third Party.

1.10 “Corrector” shall mean a Compound which, as its principal mode of therapeutic action, modulates the biological effect of CFTR by increasing [***]

1.11 Development Candidate” shall mean a Compound that meets the Development Candidate Criteria for the initiation of a Development Program for the treatment of CF, and which is the subject of a notice from Vertex to CFFT that Vertex intends to commence formal pre-clinical development of the Compound in the Field pursuant to the provisions of Section 3.1 hereof.

 

4


1.12 Development Candidate Criteria” shall mean the criteria set forth in Schedule 1.14 hereto which shall be applicable to any Compound selected by Vertex as a Development Candidate hereunder.

1.13 Development Candidate Information” will mean a full summary of all material information known to VERTEX about a Development Candidate, which CFFT reasonably needs in order to assess the potential of that Development Candidate as a treatment for CF and to pursue CFFT’s Special Rights under Sections 10.5 and 10.6, if they are applicable. Development Candidate Information will also include comparable information known to VERTEX concerning Compounds which are Back-up Compounds, as defined herein, to the Development Candidate which is the subject of the Development Candidate Information.

1.14 Development Candidate Milestone” shall have the meaning ascribed to it in Section 4.4 hereof.

1.15 Development Plan” shall have the meaning ascribed to it in Section 3.2.2 hereof.

1.16 Development Program” shall mean activities associated with development of a Drug Product Candidate which are conducted by or at the direction of Vertex, its Affiliates, licensees or sublicensees, including but not limited to (a) manufacture and formulation of Drug Product Candidates for use in pre-clinical, non-clinical and clinical studies; (b) pre-clinical and non-clinical animal studies; (c) planning, implementation, evaluation and administration of human clinical trials; (d) manufacturing process development, scale-up and manufacture/analysis/QC/QA of Drug Product for clinical trials; (e) preparation and submission of applications for Regulatory Approval; and (f) post-market surveillance of approved drug indications, as required or agreed as part of a marketing approval by any governmental regulatory authority.

 

5


1.17 Drug Product” shall mean a finished dosage form which is prepared from Bulk Drug Substance and is ready for administration to the ultimate consumer as a pharmaceutical.

1.18 Drug Product Candidate” shall mean any Development Candidate for which a Development Program has commenced under Section 3.1 hereunder.

1.19 Effective Date” shall mean April 1, 2004.

1.20 Field” shall mean the treatment of conditions or diseases in the CF Field and the Pulmonary Field.

1.21 First Commercial Sale” shall mean the first sale of a Drug Product by Vertex or an Affiliate, licensee or sublicensee of Vertex in a country in the Territory following Regulatory Approval of the Drug Product in that country or, if no such Regulatory Approval or similar marketing approval is required, the date upon which the Drug Product is first commercially launched in that country.

1.22 FTE” shall mean the equivalent of the work of one Vertex scientist or other project managerial professional, full time for one year, on or directly related to the Research Program. Work in the Research Program can include, but is not limited to the following activities that relate solely to the Research Program: (i) experimental laboratory work, (ii) project and research management, (iii) intellectual property creation, (iv) management activities directed toward evaluation of the commercial potential of a possible Drug Candidate, (v) recording and writing up results, (vi) reviewing literature and references, (vii) holding scientific

 

6


discussions, (viii) traveling to and attending appropriate seminars and symposia, (ix) and carrying out Joint Research Committee duties. Activities included in calculating FTE’s shall not include negotiation of this Agreement or modifications or extensions thereof or administration activities such as accounting, invoicing, personnel related activities or the like. Moreover, activities specified in (iv) through (ix) above shall be taken into account only when performed by individuals substantially all of the activities of whom are otherwise dedicated to the Research Program. FTE’s shall include equivalent scientific work in the Research Program delegated to and carried out by contractors, under the general direction of Vertex scientists; provided, that not more than half of the total Research Program FTEs shall be delegated to Third Parties. FTE’s which result from work delegated to and carried out by contractors, if not separately accounted for by the contractor, will be computed by dividing the total amount of the contractor’s invoice by [***], and the resulting FTE calculation will be separately identified by Vertex on its reports provided to CFFT under Section 4.3 hereof.

1.23 Joint Research Committee” or “JRC” shall have the meaning ascribed to it in Section 2.6 of Agreement.

1.24 Joint Steering Committee” or “JSC” shall have the meaning ascribed to it in Section 2.7 of Agreement.

1.25 Net Sales” with respect to any Drug Product shall mean the gross amount invoiced by Vertex and any Vertex Affiliate, licensee or sublicensee for that Drug Product sold in bona fide, arms-length transactions to Third Parties for use in the Field, less (i) quantity and/or cash discounts from the gross invoice price which are actually allowed or taken; (ii) freight, postage and insurance included in the invoice price; (iii) amounts repaid or credited by reasons

 

7


of rejections or return of goods or because of retroactive price reductions specifically identifiable to the Drug Product; (iv) amounts payable resulting from government (or agency thereof) mandated rebate programs; (v) third-party rebates to the extent actually allowed; (vi) invoiced customs duties and sales taxes (excluding income, value-added and similar taxes), if any, actually paid and directly related to the sale that are not reimbursed by the buyer; and (vii) any other specifically identifiable amounts included in the Drug Product’s gross invoice price that should be credited for reasons substantially equivalent to those listed above; all as determined in accordance with Vertex’s usual and customary accounting methods, which are in accordance with generally accepted accounting principles.

1.25.1 In the case of any sale or other disposal of a Drug Product between or among Vertex and its Affiliates, licensees and sublicensees, for resale, Net Sales shall be calculated as above only on the value charged or invoiced on the first arm’s-length sale thereafter to a Third Party;

1.25.2 In the case of any sale which is not invoiced or is delivered before invoice, Net Sales shall be calculated at the time of shipment or when the Drug Product is paid for, if paid for before shipment or invoice;

1.25.3 In the case of any sale or other disposal for value, such as barter or counter-trade, of any Drug Product, or part thereof, other than in an arm’s length transaction exclusively for money, Net Sales shall be calculated as above on the value of the consideration received or the fair market price (if higher) of the Drug Product in the country of sale or disposal;

 

8


1.25.4 In the event the Drug Product is sold in a finished dosage form containing the Drug Product in combination with one or more other active ingredients (a “Combination Product”), the Net Sales of the Drug Product, for the purposes of determining royalty payments, shall be determined by [***] The principles of this section shall also apply to a Combination Product in the event Sections 10.5.5, 10.5.6 and 10.6.2 are applicable.

 

9


1.26 Patents” means all existing patents and patent applications and all patent applications hereafter filed, including any continuation, continuation-in-part, division, provisional or any substitute applications, any patent issued with respect to any such patent applications, any reissue, reexamination, renewal or extension (including any supplementary protection certificate) of any such patent, and any confirmation patent or registration patent or patent of addition based on any such patent, and all foreign counterparts of any of the foregoing.

1.27 Person” means any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization or government or political subdivision thereof.

1.28 Positive Control” shall mean with respect to a Corrector, the Compound known as [***], and with respect to a Potentiator, the Compound known as [***], except as otherwise agreed by the Parties.

1.29 Potentiator” shall mean a Compound which, as its principal mode of therapeutic action, modulates the biological effect of CFTR by enhancing the gating activity of ΔF508 CFTR present in the apical cell membrane.

1.30 Prime Rate” shall mean the average prime rate published in the Wall Street Journal during the relevant period.

1.31 This section has been intentionally left blank.

1.32 Pulmonary Field” shall mean the treatment of diseases of the human pulmonary tract or lungs, other than CF.

 

10


1.33 Regulatory Approval” shall mean, with respect to any country, all authorizations by the appropriate governmental entity or entities necessary for commercial sale of a Drug Product in that country including, without limitation and where applicable, approval of labeling, price, reimbursement and manufacturing. “Regulatory Approval” in the United States shall mean final approval of a new drug application pursuant to 21 CFR § 314, permitting marketing of the applicable Drug Product in interstate commerce in the United States. “Regulatory Approval” in the European Union shall mean final approval of a Marketing Authorization Application, or equivalent.

1.34 Research Plan” shall have the meaning set forth in Section 2.4 hereof.

1.35 Research Program” shall mean all research activities undertaken under this Agreement associated with the identification and design of Compounds and Development Candidates as provided herein; including but not limited to the identification and initial testing of Compounds; the conduct of those activities referenced in the Development Candidate Criteria with respect to Compounds; selection of Development Candidates and the presentation of those Development Candidates and related Development Candidate Information to CFFT.

1.36 Research Termination Date” shall mean the earlier of December 31, 2005 or the date upon which the Research Program is terminated under Article X.

1.37 Termination Know-How Package” shall mean, for the Research Program generally or for a particular Program (Primary or Alternate) within the Research Program, as the context may require, (a) all data and study results (including formulae for calculating EC50 and efficacy) from in vitro and in vivo efficacy testing and experimentation conducted with respect to Compounds under that Program, pursuant to the applicable Research Plan or Subplan, all as

 

11


recorded in electronic form in Vertex’s electronic database known as VERDI (Vertex Research Data Interface), and including Compound structure information; (b) standard operating procedures for the following assays: [***] all as conducted with commercially available instruments and equipment, and any other assay the creation of which was substantially paid for by CFFT under the Research Program or the Original Agreement and supported by medicinal chemistry during the Research Program or the Original Agreement; and (c) any physical stocks of Compounds from the Program which are on hand on the date of Interruption, and information on chemical routes Controlled by Vertex for synthesis of additional stocks of Compounds.

1.38 Territory” shall mean worldwide.

1.39 Third Party” shall mean any person or entity which is not a party or an Affiliate of any party to this Agreement.

1.40 Third Party Referral” shall mean the procedure for resolution of certain disputes hereunder which is set forth in Section 12.2(b) hereof.

1.41 Vertex CF Technology” shall mean all data, technical information, know-how, inventions (whether or not patented) trade secrets, processes and methods discovered or developed, and Controlled by Vertex or its Affiliates, in the course of its performance of the Research Program under this Agreement, or in the course of activities undertaken by Vertex or Aurora under the Original Agreement, and related to CFTR modulation; provided, however, that the term “Vertex CF Technology” shall not apply to Vertex’s general drug design technology whether in hardware or software form, tangible or intangible.

 

12


1.42 Vertex Patents” shall mean any Patents Controlled by Vertex or its Affiliates claiming Vertex CF Technology.

ARTICLE II— RESEARCH PROGRAM

2.1 Commencement; Objective.

Research under the Original Agreement commenced on May 19, 2000 and is being continued under this Agreement pursuant to the Research Program described below. Vertex will be principally responsible for the conduct of the Research Program and CFFT will provide financial support, consultation and advice as provided herein and through its participation on the JRC and the JSC as provided below. The Research Program will be directed toward the identification of Development Candidates which are suitable for development and commercialization as human therapeutics for the treatment of CF.

2.2 Term.

The Research Program will be deemed to have commenced on the Effective Date, and will conclude on December 31, 2005, unless extended by agreement of the parties (including any such extension, the “Research Termination Date”), or unless earlier terminated in accordance with the provisions of Article X hereof. The parties may discuss at any time whether, and upon what basis, the Research Program might be extended beyond the initial Research Termination Date, and those discussions may include proposed extensions under Section 2.9 hereof.

 

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2.3 Research Diligence.

The common objective of the parties is to identify Development Candidates as soon as practicable for worldwide development and marketing under the terms of this Agreement. Vertex will work diligently and use all reasonable efforts, consistent with prudent business judgment, to identify Development Candidates and to commence the development of those Development Candidates as Drug Product Candidates. Vertex will dedicate to the Research Program at least that level of staffing referenced in Section 4.1 hereof, and expects to employ an optimal combination of experience and training in the CF Field.

2.4 Research Plan.

2.4.1 General. Vertex and CFFT have agreed upon an overall research plan for the Research Program, a copy of which is attached to this Agreement as Exhibit 2.4. The JRC will review and evaluate the Research Plan, taking into consideration ongoing research outcomes and other scientific and commercial developments, at each meeting of the JRC after the Effective Date, and any resulting modifications will be incorporated into the Research Plan (the original plan, and any such modifications are referred to herein as the “Research Plan”). Modifications to the Research Plan may be proposed by either Vertex or CFFT and will be reviewed by the JRC before being adopted. Any modification to the Research Plan that would (a) reduce the levels of FTE resources to be devoted by Vertex to the Research Program below the minimum provided in Section 4.1; or (b) materially alter the overall allocation of Research Program resources between the Primary and the Alternate Program, from the allocation specified in Section 4.1 hereof or (c) materially alter the goals and/or scientific focus of the Research Plan, shall not be adopted without the approval of CFFT, which will act expeditiously on any such proposal made by Vertex.

 

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2.4.2 Primary and Alternate Programs. Potentiators and Correctors are thought to operate through different CFTR modulator mechanisms. Based on research efforts conducted under the Original Agreement and during 2004, Vertex in consultation with CFFT will determine, on or before the end of 2004, whether in its judgment the development of Potentiators or Correctors represents the most promising approach to disease modification in the Field, based on scientific, regulatory, medical and business considerations. Thereafter, Vertex’s activities under the Research Program aimed at identifying Development Candidates which act through the mechanism deemed by Vertex to be the most promising — either Potentiator or Corrector — will be called the “Primary Program” of research, and research activity directed toward the other mechanism will be referred to as the “Alternate Program.”

2.4.3 Primary and Alternate Subplans. As soon as practicable after the Primary and Alternate Programs have been designated, Vertex will prepare and submit to the JRC for its review and comment research plans for the Primary Program (a “Primary Subplan”) and the Alternate Program (an “Alternate Subplan”) in each case covering the balance of the time remaining until the Research Termination Date. The Plans will be accompanied by budgets for the remaining period prior to the Research Termination Date. The budgets will each specify the aggregate amounts allocated for internal FTE’s and other costs and the aggregate amounts allocated for external FTE’s and other costs, and will be otherwise consistent with the requirements of Section 4.1 hereof. The date upon which the Primary Subplan, the Alternate Subplan, and the related budgets have been submitted to the JRC shall be called the “Primary Program Designation Date.”

 

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2.5 CFFT Special Rights at Program Selection Point.

If CFFT shall disagree with Vertex’s choice in designating the Primary Program, it may refer the matter to the JSC for review under Section 2.7.1(iii) hereof, and may in any event:

2.5.1 Accept any decision of the JSC and proceed accordingly; or

2.5.2 Terminate support of the Primary and Alternative Programs upon the terms and with the consequences specified in Section 10.5 hereof;

2.6 Joint Research Committee.

2.6.1 Composition and Purposes. Vertex and CFFT have established a Joint Research Committee (“JRC”) consisting of at least [***] (as may be increased or decreased by the JRC), half of whom shall be designated from time to time by each party. If the JRC chooses to designate a Committee Chair, the Chair will be appointed from among the members of the Committee designated by VERTEX. The JRC shall meet formally no less frequently than once in each three (3) month period during the Research Program, and at such time and location, as may be established by the Committee, for the following purposes:

 

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(i) To review reports prepared by Vertex, which shall be submitted to the JRC within fifteen (15) days prior to each meeting, and shall include a thorough summary in written text of progress made during the preceding three month period under the Research Plan (although chemical structures will only be disclosed to CFFT in the context of a publication referenced in Article VII hereof, or as part of the Termination Know-How Package provided to CFFT in connection with an Interruption) and to CFFT’s chemistry advisors in accordance with the following sentence. Chemical Structures will be separately disclosed to CFFT’s chemistry advisors serving on the JRC, who will agree to maintain the confidentiality of the structures, to allow them to fulfill their JRC responsibilities; provided that Vertex shall not be required to disclose structures to any advisors other than CFFT’s chemistry advisors who are currently working with Vertex on CFFT’s behalf, and to any other chemistry advisors approved by Vertex, which approval shall not be unreasonably withheld.

(ii) To review and discuss the Research Plan, and the Primary and the Alternate Subplans prepared by Vertex as provided in Section 2.4.3 above, and evaluate any proposed revisions to any of those Plans;

(iii) To assist Vertex in determining as soon as possible whether the Potentiator or Corrector approach should be the subject of the Primary Program; and

 

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(iv) To review Development Candidates proposed by Vertex and to assess whether a given Development Candidate proposed by Vertex meets the Development Candidate Criteria.

Vertex shall prepare and deliver minutes of the meeting to the members of the JRC, within thirty (30) days after the date of each meeting, setting forth, inter alia, all decisions of the JRC, and including as an attachment the report on the progress of work performed required by Section 2.6.1(i).

2.6.2 Decision-Making.

(i) Each of Vertex and CFFT shall have one vote on the JRC. The objective of the JRC shall be to reach agreement by consensus on all matters within the scope of the Research Plan or any Subplan. However, in the event of a deadlock with respect to any action (which shall be deemed to have occurred if either party shall request a vote of the JRC on a matter and that vote shall either not be taken within thirty (30) days of the request or if taken shall result in a tie vote) and subject to the procedure set forth in subsections (ii) and (iii) below as to certain matters, the vote of Vertex, rendered after reasonable and open discussion among the members of the JRC, shall be final and controlling.

(ii) Notwithstanding the foregoing, with respect to JRC decisions

 

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(x) as to which approach — Potentiator or Corrector — should be the subject of the Primary Program, any disagreement between the parties that cannot be resolved within thirty (30) days by the JRC shall be referred to the JSC and, failing agreement, Vertex’s selection shall be controlling and CFFT shall have the alternatives set forth in Sections 10.5.1 and 10.5.3 below; and

(y) as to whether or not a given Compound proposed by Vertex as a Development Candidate actually meet the Development Candidate Criteria, any disagreement between the parties that cannot be resolved within thirty (30) days by the JRC shall be referred to the JSC for resolution and if not resolved within seven (7) business days after referral, shall be referred for resolution by the Chief Executive Officer of Vertex and the Chief Executive Officer of CFFT, and failing resolution, the matter will be referred for final decision under the provisions of Section 12.2(b) of this Agreement; and

(z) as to the nature and extent of any additional Development Candidate Criteria referenced in Section 2.6.3 hereof, if any disagreement cannot be resolved by the JRC and the JSC as provided in (x) above, then there will be no change in the Development Candidate Criteria.

 

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(iii) Notwithstanding the provisions of Section 2.6.2(i) hereof, if Vertex and CFFT deadlock on any matters being considered by the JRC which might have a significant impact on the time or likely success of the Research Program (other than those matters addressed in Section 2.6.2(ii) hereof), the matter shall be referred to the JSC for resolution in accordance with Section 2.7.1(iii) hereof.

(iv) Each party shall retain the rights, powers, and discretion granted to it under this Agreement, and the JRC shall not be delegated or vested with any such rights, powers or discretion except as expressly provided in this Agreement. The JRC shall not have the power to amend or modify this Agreement, which may only be amended or modified as provided in Section 12.15.

2.6.3 Additional Development Candidate Criteria. The parties acknowledge that it may be necessary or appropriate to adopt additional Development Candidate Criteria which more specifically define the pre-development characteristics of Compounds which the parties believe may be suitable for development and commercialization based upon the particular mode of action of that Compound as a Potentiator or Corrector. The parties will use good faith efforts through their respective representatives on the JRC to agree on any such additional Development Candidate Criteria as soon as practicable after a change is proposed to the JRC by either party. Any disagreements with respect to the selection of additional Development Candidate Criteria hereunder will be addressed as provided in Section 2.6.2(ii).

 

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2.7 Joint Steering Committee.

2.7.1 Composition and Purposes. Vertex and CFFT have established and will continue to participate in a Joint Steering Committee (“JSC”) which shall consist of an equal number of senior management personnel as may be agreed by the parties from time to time. The JSC shall initially have six (6) members. If the JSC chooses to designate a Committee Chair, the Chair will be appointed from among the members of the JSC designated by Vertex. The JSC shall meet semi-annually, or with such other frequency, and at such time and location, as may be established by the Committee, for the following purposes:

(i) To provide general oversight of the Research Program ;

(ii) To periodically review the overall goals and strategy of the Research Program;

(iii) To discuss and attempt to resolve any deadlocked issues submitted to it by the JRC, although the vote of Vertex’s representatives shall prevail if the JSC is unable to reach a consensus on any matter other than matters referred to it under Section 2.6.2(ii)(x) and 2.6.2 (ii)(z), which shall be resolved as provided therein.

 

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2.8 Exchange of Information.

2.8.1 Vertex will share information with the JRC, as soon as it is available, necessary to facilitate mutual understanding of the status of the Research Program and decision-making in connection therewith.

2.8.2 CFFT shall not use Vertex CF Technology (excluding information which is no longer subject to confidentiality restrictions under Article V by reason of the exceptions set forth in Section 6.2) for any purpose, including the filing of patent applications containing such information, without Vertex’s consent, except as otherwise explicitly permitted in this Agreement.

2.9 Extension of Research Termination Date.

Vertex and CFFT may extend the term of the Research Program, or the term of either the Primary Program or the Alternate Program, by mutual agreement. Any party desiring such an extension shall notify the other party in writing of that fact not less than sixty (60) days prior to the initial Research Termination Date. That notice shall include a summary of the material terms upon which the extension is proposed. The general expectation of the parties is that any such extension would be undertaken on terms substantially identical to those which appear in this Agreement, except that CFFT would bear only [***] of Vertex’s on-going research costs. Any such proposal that relates to an extension of the Research Program, generally, shall be called a “Research Extension Proposal,” and proposals that relate to extensions of the Primary Program or the Alternate Program, respectively, shall be called a “Primary Extension Proposal” or an “Alternate Extension Proposal.”

 

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2.10 Third Party Testing.

At CFFT’s written request (a “Testing Request”) delivered as provided below, Vertex will supply to an “Agreed Lab” reasonably adequate quantities of its “Lead Compounds” as necessary to enable the Agreed Lab to conduct in vitro testing of the efficacy and potency of the Lead Compounds in agreed CF assay models. All such testing will be undertaken at the expense of CFFT in addition to any funding otherwise provided hereunder.

An “Agreed Lab” is a commercial testing laboratory unaffiliated with either CFFT or Vertex and reasonably acceptable to both, which (a) specializes in rendering services to the pharmaceutical industry and has nationally recognized expertise in the testing of pharmaceutical compounds; (b) has a superior reputation for integrity in dealing with the proprietary information of others and would be free of any real or apparent conflict of interest in performing the services which are the subject of this Section 2.10; and (c) is bound by the terms of a confidentiality agreement with Vertex which is customary in form and content, which covers the testing contemplated by this Section 2.10, and which permits the Lab to report to CFFT, directly, the results which it obtains with respect to efficacy and potency of the Lead Compounds, but only those results.

A “Testing Request” is a written request relating to the testing of Lead Compounds from either or both of the Primary and the Alternate Programs, which is delivered by CFFT to Vertex during any of the following periods: (i) the ninety day period beginning on the Primary Program Designation Date; (ii) the ninety day period prior to the due date for delivery to Vertex of any Early Termination Notice under Section 10.5.2 hereof; and (iii) the sixty day period beginning with the delivery by either party to the other of a Research Extension Proposal as provided in Section 2.9 hereof.

 

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Lead Compounds” shall mean not more than two Compounds from each Program — Primary or Alternate—for which a Testing Request is delivered, none of which are a Development Candidate, which meet the following criteria: (i) the Compound(s) have been selected by Vertex from the Primary Program and/or the Alternate Program, as relevant to the Testing Request (assuming CFFT has not terminated the Alternate Program under the provisions of Section 10.5.3 hereof); (ii) each Compound will be representative of those Compounds in each Program which Vertex believes to be the most promising as potential Drug Products; and (iii) each Compound shall have been previously tested by Vertex, in vitro, as to potential efficacy and potency in CF, and the results of that testing shall have been provided to CFFT.

Vertex and CFFT acknowledge that commercially available assays for the testing of Lead Compounds may yield results which are less robust than the results obtained by Vertex in its own proprietary assays. The parties also acknowledge that the transfer of Vertex’s proprietary assays to an Agreed Lab may be difficult, and the results less than satisfactory, without a commitment of substantial time and effort by Vertex which, if undertaken, may adversely impact the progress of the Research Program. Therefore, the parties agree that Vertex’s responsibility for the testing provided under this Section 2.10 shall be limited as follows: (a) Vertex will cooperate with CFFT in the selection of an Agreed Lab as soon as practicable following the Effective Date, as may be requested by CFFT, and thereafter will assist in the determination whether commercially available assays conducted by the Lab are likely to provide satisfactory results; (b) Vertex will

 

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provide the Lab with requisite amounts of each Lead Compound, in connection with formal Testing Requests from CFFT as provided above, and up to three additional Compounds from each of the Primary or Alternate Programs, out of any supplies which Vertex may have on hand, the chemical structures of which have been published by Vertex in peer-reviewed journals or through posters or presentations at scientific conferences, which the Agreed Lab may use for control purposes; (c) Vertex will provide telephone consulting to appropriate representatives of the Agreed Lab concerning applicable assay methodology; (d) if the parties conclude that conventional testing will not yield adequate results, and upon the formal written request of CFFT rendered with due regard to [***] to establish an assay based on proprietary protocols from Vertex, Vertex will provide its proprietary assay protocol to the Agreed Lab sufficiently in advance of any testing provided for in this Section 2.10 to accommodate such testing, under provisions of confidentiality, restricted access and non-use (for other than testing hereunder), and will ensure that appropriate Vertex representatives are available by telephone from time to time to answer questions and otherwise assist the Agreed Lab representatives in their efforts to establish Vertex’s proprietary assay. Vertex shall in no event be responsible for any failure by the Agreed Lab to establish an effective assay using Vertex’s protocols, nor shall any time periods provided herein for action by CFFT be extended by reason of any such failure.

 

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ARTICLE III- DEVELOPMENT

3.1 Commencement of Development Program.

As soon as Vertex has identified a Development Candidate which it believes meets the Development Candidate Criteria, it will so notify CFFT and the JRC and will include

with that notice the Development Candidate Information with respect to that Development Candidate and its Back-up Compounds. Vertex will promptly commence and pursue a Development Program with respect to that Development Candidate, at its expense, applying diligent, commercially reasonable efforts to develop Drug Product Candidates into Drug Products, consistent with those used by Vertex for its own compounds of similar potential.

3.2 Joint Development Committee.

3.2.1 Formation and Responsibilities. As soon as practicable after the commencement by Vertex of a Development Program with respect to a Drug Product Candidate, VERTEX will establish a Joint Development Committee (“JDC”) which shall include a representative designated by CFFT. Additional JDC’s, which shall also include one CFFT representative, may be established from time to time in connection with the development of additional Drug Product Candidates. The JDC (or its successor organization, as designated by Vertex) will be the principal organization through which the development of a Drug Product Candidate is planned, administered, evaluated and completed, subject to appropriate review and approval at senior management levels as required by VERTEX from time to time. In addition to the CFFT member, the JDC will typically have members from the various functional groups (e.g., research, preclinical safety, clinical, regulatory, marketing) which are or will be expected to be involved in development and launch of the Drug Product Candidate. VERTEX will appoint the JDC Chair. The JDC will typically meet at least quarterly, depending on the level of current development activity, and will be responsible for preparation and implementation of the Development Plan described in Section 3.2.2 below with respect to each Drug Product Candidate.

 

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3.2.2 Development Plan. The JDC shall be responsible for review of the goals and strategy for development of each Drug Product Candidate and shall prepare and oversee the implementation of an overall Development Plan for each Drug Product Candidate. The Development Plan shall, among other things, detail, schedule and fully describe the proposed toxicology studies, clinical trials, regulatory plans, clinical trial and commercial material requirements, and process development and manufacturing plans for each Drug Product Candidate, along with relevant budget information for the described items, and will outline the key elements involved in obtaining Regulatory Approval in each country where the Drug Product is to be marketed.

3.2.3 Meeting Materials. The JDC will consider all information that is material to an assessment of the status, direction and progress of the Development Program, including all clinical trials protocols, data and reports. The JDC Chair will ensure that minutes are prepared and distributed to each member of the JDC promptly after each meeting. Those minutes shall contain a report on the activities of the JDC during its meeting. CFFT’s representative on the JDC will receive all documents and information distributed or communicated to members of the JDC, and may review copies of all other information material to the development of a Drug Product Candidate unless the JDC denies access to that information for demonstrable competitive reasons.

3.2.4 CFFT and its Affiliates will use good faith efforts to enlist the Therapeutic Development Network and its resources and expertise in support of the development efforts for each Drug Product Candidate, and will involve appropriate Vertex representatives in that effort.

 

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3.3 Development Responsibility and Costs.

Vertex will have sole responsibility for, and bear the cost of conducting, the Development Program with respect to each Drug Product Candidate.

3.4 Regulatory Approvals.

Vertex shall be solely responsible for preparing and submitting registration dossiers for Regulatory Approval of Drug Product Candidates in the Territory.

3.4.1 Vertex Ownership. All Regulatory Approvals shall be held by and in the name of Vertex, and Vertex shall own all submissions in connection therewith.

3.4.2 Principal Interface. All formulary or marketing approvals shall also be obtained by and in the name of Vertex, and Vertex will be the principal interface with and will otherwise handle all interactions with regulatory agencies concerning any Drug Product.

3.4.3 Regulatory Meetings. If requested by Vertex, CFFT will arrange for one or more representatives of CFFT to participate in meetings between representatives of Vertex and any of the FDA, the EMEA and Koseisho (MHW Japan), to the extent that Vertex reasonably believes that representatives from CFFT would further the regulatory approval process.

 

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ARTICLE IV — PAYMENTS

4.1 Staffing and Research Support Payments.

CFFT will make the payments to Vertex specified below during 2004 and 2005 in support of the Research Program under this Agreement.

 

[***]

   [***]  

[***]

     [***]  

[***]

     [***]  
  

 

 

 

Total

   $ 21.281  
  

 

 

 

Vertex will dedicate a minimum average [***] during its term, [***] Unless otherwise agreed in writing by CFFT, from and after the earlier of the date upon which Vertex notifies CFFT of its selection of a Primary and an Alternate Program, Vertex will devote [***] to the Alternate Program, and will apply [***]. Subject to the foregoing requirements, the research support specified above can be allocated as Vertex may determine in good faith between in-house and outside resources, between the Primary Program and the Alternative Program, and between and among individual budget line items.

 

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4.2 Budget.

The initial budget for the Research Program is attached hereto as Exhibit 4.2 (the “Initial Budget”). Any material revisions to the Initial Budget which would result in an increase in total funding for the Research Program, or which are specified in Section 2.4.1, will require the prior approval of CFFT. Any other adjustments to the Research Program budget may be undertaken by Vertex with prior notice to, but without prior approval from, CFFT. The Initial Budget as revised or adjusted pursuant to the foregoing and in effect at any given time, shall be called the “Current Budget.” Vertex will provide CFFT with quarterly reports, within thirty (30) days after the end of each quarter, showing expenses incurred under the Research Program during the quarter just ended against budgeted expenses for that quarter.

4.3 Payments.

Payments due under the Current Budget on account of internal FTEs shall be made by CFFT [***]. Payments due under the Current Budget on account of external costs shall be made by CFFT [***] All payments shall be made without deduction for withholding or other similar taxes, in United States dollars to the credit of such bank account as may be designated by Vertex in writing to CFFT. Any payments which fall due on a date which is a legal holiday in The Commonwealth of Massachusetts may be made on the next following day which is not a legal holiday in the Commonwealth. On or before each of March 1, 2005 and March 1, 2006, Vertex will provide CFFT with an accounting of all internal FTE costs and outsourcing costs incurred under the Research Program during the most recently concluded calendar year. Internal FTE costs will be calculated [***]. Costs incurred will be compared with funds provided by CFFT on account of that year, and [***].

 

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4.4 Clinical Trial Commencement Milestone.

CFFT will pay to Vertex the sum of $1.5 million (the “Development Candidate Milestone”) with respect to the first Drug Product Candidate under the Research Program to commence human clinical trials of that Drug Product Candidate in any country with a generally accepted system of Regulatory Approvals. The first human clinical trial of a Drug Product Candidate will be deemed to have commenced when that Candidate is first dosed in a human under a clinical trial protocol which has been approved by the relevant oversight authority in the country in which the trial is being conducted. Payment with respect to a Drug Product Candidate will be made within thirty (30) days after receipt by CFFT of notice from Vertex that human clinical trials of that Drug Product Candidate have commenced.

4.5 Records.

Vertex shall keep accurate records and books of accounts containing all data reasonably required for the calculation and verification of FTE’s employed, and outsourcing costs incurred, by Vertex in the Research Program. CFFT, through an independent accounting firm unaffiliated with either CFFT or Vertex, shall have the right at its expense to audit Vertex’s relevant records to verify compliance with FTE and other research funding allocation requirements hereunder.

At CFFT’s request, VERTEX shall make those records available, no more than once a year, during reasonable working hours, for review by a recognized independent accounting firm acceptable to both parties, at CFFT’s expense, for the sole purpose of verifying the accuracy of those records in the calculation of Research Program FTEs and outsourcing costs. Vertex shall not, however, be required to retain or make available to CFFT or its accountants, any such records or books of account for either 2004 or 2005, beyond thirty-six (36) months from the termination of the Research Program. CFFT shall cause the accounting firm to retain all such information in confidence.

 

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In the event that the aggregate costs actually chargeable to the Research Program during any year are less than the amount previously advanced to Vertex by CFFT and properly attributable to that year (a “Negative Difference”), in addition to reimbursing CFFT for the Negative Difference plus interest calculated at [***] if the Negative Difference is more than [***] then Vertex shall also pay the reasonable costs of the independent accountant employed by CFFT in the review.

4.6 Payments Due Under the Original Agreement.

Vertex acknowledges that no further milestone payments, beyond those made to Vertex prior to the Effective Date of this Agreement under the Original Agreement. Outsource costs incurred by Vertex under the Original Agreement prior to the Effective Date will be reimbursed by CFFT under the terms of the Original Agreement from available funds provided under the Original Agreement. Except as specified in the preceding sentence, neither Vertex nor CFFT shall have any remaining obligations under the Original Agreement after the Effective Date.

ARTICLE V — COMMERCIALIZATION; ROYALTIES

5.1 Marketing and Promotion.

Vertex and/or its licensees and sublicensees shall have exclusive rights to market, sell and distribute all Drug Products in the Territory, subject to the Special CFFT Rights provided in Sections 10.5 and 10.6 below.

 

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5.2 Due Diligence.

Vertex shall use diligent and commercially reasonable efforts consistent with the requirements of the Development Program and sound and reasonable business practices and judgment to effect introduction of Drug Products into major markets in North America and Europe as soon as reasonably practicable, devoting the same degree of attention and diligence to those efforts that it devotes to similar activities for its other products of comparable market potential.

5.3 Royalties.

5.3.1 Net Sales in the Field. Vertex shall pay to CFFT the following royalties on annual Net Sales of each Drug Product:

4% [***] Net Sales

[***] Net Sales

[***] Net Sales [***]

[***] Net Sales under this Section 5.3.1 shall not in any event include any Net Sales of Drug Products which are the subject of the royalty obligations set forth in Sections 5.3.2, 10.5.4, 10.5.5, and 10.5.6 hereof.

5.3.2 Net Sales outside the Field. Vertex shall pay CFFT a royalty of [***] of annual Net Sales of each Drug Product for use outside the Field.

 

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5.4 Sales Reports.

(a) After the First Commercial Sale of a Drug Product, Vertex shall furnish or cause to be furnished to CFFT on a quarterly basis a written report or reports covering each calendar quarter (each such calendar quarter being sometimes referred to herein as a “reporting period”) within sixty days after the close of each quarter showing, for Net Sales in the Field and, separately, for Net Sales outside the Field, (i) the Net Sales of each Drug Product in each country in the world during the reporting period by Vertex and each Affiliate, licensee and sublicensee; (ii) the royalties, payable in U.S. dollars (“Dollars”), which shall have accrued under Section 5.3 hereof in respect of such sales and the basis of calculating those royalties; (iii) withholding taxes, if any, required by law to be deducted from any royalties payable in respect of any such sales; (iv) the exchange rates used in converting into Dollars, from the currencies in which sales were made, any payments due which are based on Net Sales; and (v) dispositions of Drug Products other than pursuant to sale for cash. With respect to sales of Drug Products invoiced in Dollars, the Net Sales amounts and the amounts due to CFFT hereunder shall be expressed in Dollars. With respect to sales of Drug Products invoiced in a currency other than Dollars, the Net Sales and amounts due to CFFT hereunder shall be expressed in the domestic currency of the party making the sale, together with the Dollar equivalent of the amount payable to CFFT, calculated by translating foreign currency sales into U.S. dollars based on the average of the exchange rates reported in The Wall Street Journal or comparable publication over the period covered by the royalty report. If any licensee or sublicensee makes any sales invoiced in a currency other than its domestic currency, the Net Sales shall be converted to its domestic currency in accordance with the licensee’s or sublicensee’s normal accounting principles. Vertex shall furnish to CFFT appropriate evidence of payment of any tax or other amount required by applicable laws or

 

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regulations to be deducted from any royalty payment payable by Vertex to CFFT pursuant to this Agreement, including any tax or withholding levied by a foreign taxing authority in respect of the payment or accrual of any royalty. Reports shall be due on the thirtieth (30th) day following the close of each reporting period, although Vertex shall also provide CFFT with a “flash” report of Net Sales, only, within ten (10) business days after the end of each month. Vertex shall keep accurate records in sufficient detail to enable the amounts due hereunder to be determined and to be verified by CFFT.

(b) Amounts shown to have accrued by each sales report provided for under Section 5.4(a), above, shall be due and payable on the date that sales report is due.

(c) All payments shall be made in Dollars. If at any time legal restrictions prevent the prompt remittance of any payments with respect to any country in the Territory where Drug Products are sold, Vertex or its sublicensees shall have the right and option to make such payments by depositing the amount thereof in local currency to CFFT’s account in a bank or depository in such country.

(d) Upon the written request of CFFT, at CFFT’s expense and not more than once in or in respect of any calendar year, Vertex shall permit an independent accountant of national prominence selected by CFFT, to have access during normal business hours to those records of Vertex as may be reasonably necessary to verify the accuracy of the sales reports furnished by Vertex pursuant to this Section 5.4, in respect of any calendar year ending not more than thirty-six (36) months prior to the date of such notice. The report prepared by such independent accountant, a copy of which shall be sent or otherwise provided to Vertex by such independent accountant at the same time it is sent or otherwise provided to CFFT, shall contain the conclusions of such independent accountant regarding the audit and will specify that the

 

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amounts paid to CFFT pursuant thereto were correct or, if incorrect, the amount of any underpayment or overpayment. If such independent accountant’s report shows any underpayment, Vertex shall remit to CFFT within thirty (30) days after Vertex’s receipt of such report, (i) the amount of such underpayment plus interest at the Prime Rate plus two (2) percentage points calculated from the date such payment is due, and (ii) if such underpayment exceeds [***] then being audited, the reasonable and necessary fees and expenses of such independent accountant performing the audit, subject to reasonable substantiation thereof. Any overpayments shall be fully creditable against amounts payable in subsequent payment periods. CFFT agrees that all information subject to review under this Section 5.4 or under any sublicense agreement is confidential and that CFFT shall retain and cause its accountant to retain all such information in confidence. Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of amounts payable with respect to such fiscal year shall be binding and conclusive upon CFFT, and Vertex shall be released from any liability or accountability with respect to payments for such year.

(e) In case of any delay in payment by Vertex to CFFT not occasioned by Force Majeure, interest shall be calculated at the [***] from the tenth (10th) day after the due date of the payment, shall be due from Vertex.

5.5 Vertex First Negotiation Right re: CFF Royalty Disposition.

If CFFT should wish to assign, sell or otherwise transfer rights in or to any of the royalty payments due or to become due from Vertex, its Affiliates, successors, assignees, licensees or sublicensees under any of the provisions of this Agreement, or to undertake any transaction which would have the same or a similar effect as any such assignment, sale or

 

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transfer, it will provide Vertex with sixty (60) days prior written notice (a “Transfer Notice”), and during that sixty day period will at Vertex’s request negotiate with Vertex in good faith, with the objective of reaching an agreement under which those CFFT rights which were the subject of the Transfer Notice would be assigned, sold or transferred to Vertex, its successors or assigns in lieu of an assignment, sale, transfer or other transaction to or with a Third Party. If at the end of the sixty day period referenced above Vertex and CFFT have been unsuccessful in negotiating mutually agreeable terms of assignment, sale or transfer, then CFFT shall be under no further obligation to Vertex under this Section 5.5, unless it shall not conclude a transaction with a Third Party covering the rights which were the subject of the initial Transfer Notice within twelve (12) months after the date of delivery of that Transfer Notice, in which event any subsequent effort to assign, sell or transfer any of those rights shall be once again subject to the terms of this Section 5.5.

ARTICLE VI—CONFIDENTIALITY

6.1 Undertaking.

During the term of this Agreement, each party shall keep confidential, and other than as provided herein shall not use or disclose, directly or indirectly, any trade secrets, confidential or proprietary information, or any other knowledge, information, documents or materials, owned, developed or possessed by the other party, whether in tangible or intangible form, the confidentiality of which such other party takes reasonable measures to protect (“Confidential Information”). Neither CFFT nor Vertex will use the other party’s Confidential Information except as expressly permitted in this Agreement

 

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(a) Each party shall take any and all lawful measures to prevent the unauthorized use and disclosure of the other party’s Confidential Information, and to prevent unauthorized persons or entities from obtaining or using that Information.

(b) Each party will refrain from directly or indirectly taking any action which would constitute or facilitate the unauthorized use or disclosure of the other party’s Confidential Information. Each party may disclose that Information to its officers, employees and agents, to authorized licensees and sublicensees, and to subcontractors in connection with the development or manufacture of Drug Candidates, Drug Product Candidates or Drug Products, to the extent necessary to enable such parties to perform their obligations hereunder or under the applicable license, sublicense or subcontract, as the case may be; provided, that such officers, employees, agents, licensees, sublicensees and subcontractors have entered into appropriate confidentiality agreements for secrecy and non-use of such Confidential Information which by their terms shall be enforceable by injunctive relief at the instance of the disclosing party.

(c) Each party shall be liable for any unauthorized use and disclosure of the other party’s Confidential Information by its officers, employees and agents and any such sublicensees and subcontractors.

 

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6.2 Exceptions.

Notwithstanding the foregoing, the provisions of Section 6.1 hereof shall not apply to Confidential Information which the receiving party can conclusively establish:

(a) has entered the public domain without such party’s breach of any obligation owed to the disclosing party;

(b) is permitted to be disclosed by the prior written consent of the disclosing party;

(c) has become known to the receiving party from a source other than the disclosing party, other than by breach of an obligation of confidentiality owed to the disclosing party;

(d) is disclosed by the disclosing party to a Third Party without restrictions on its disclosure;

(e) is independently developed by the receiving party without breach of this Agreement; or

(f) is required to be disclosed by the receiving party to comply with applicable laws or regulations, to defend or prosecute litigation or to comply with governmental regulations, provided that the receiving party provides prior written notice of such disclosure to the disclosing party and takes reasonable and lawful actions to avoid or minimize the degree of such disclosure.

Either Vertex or CFFT may at any time, by notice in writing to the other party, waive any or all of the confidentiality obligations to which the other party is subject hereunder, for any length or time or with respect to any specific information.

 

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6.3 Publicity.

The parties will agree upon the timing and content of any initial press release or other public communications relating to this Agreement and the transactions contemplated herein.

(a) Except to the extent already disclosed in that initial press release or other public communication, no public announcement concerning the terms of this Agreement or concerning the transactions described herein shall be made, either directly or indirectly, by Vertex or CFFT, except (i) as may be legally required by applicable laws, regulations, or judicial order, or (ii) if limited to the fact that the Research Program exists, that research is in progress, and its anticipated completion without first obtaining the approval of the other party and agreement upon the nature, text, and timing of such announcement, which approval and agreement shall not be unreasonably withheld.

(b) The party desiring to make any such public announcement shall provide the other party with a written copy of the proposed announcement in sufficient time prior to public release to allow such other party to comment upon such announcement, prior to public release.

6.4 Survival.

The provisions of this Article VI shall survive the termination of this Agreement and shall extend [***].

 

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ARTICLE VII—PUBLICATION

Each of Vertex and CFFT reserves the right to publish or publicly present the results (the “Results”) of the Research Program, subject to the following terms and conditions. The party proposing to publish or publicly present the Results (the “publishing party”) will submit a draft of any proposed manuscript or speech to the other party (the “non-publishing party”) for comments at least [***] prior to submission for publication or oral presentation. The non-publishing party shall notify the publishing party in writing [***] of receipt of such draft whether such draft contains (i) information of the non-publishing party which it considers to be confidential under the provisions of Article VI hereof, (ii) information that if published would have an adverse effect on a patent application covering the subject matter of this Agreement which the non-publishing party intends to file, or (iii) information which the non-publishing party reasonably believes would be likely to have a material adverse impact on the development or commercialization of a Drug Product Candidate. In any such notification, the non-publishing party shall indicate with specificity its suggestions regarding the manner and degree to which the publishing party may disclose such information. In the case of item (ii) above, the non-publishing party may request a delay and the publishing party shall delay such publication, for a period not exceeding [***], to permit the timely preparation and filing of a patent application or an application for a certificate of invention on the information involved. In the case of item (i) above, no party may publish Confidential Information of the other party without its consent in violation of Article V of this Agreement. In the case of item (iii) above, if the publishing party shall disagree with the non-publishing party’s assessment of the impact of the publication, then the issue shall be referred to the JSC for resolution. If the JSC is unable to reach agreement on the matter within thirty (30) days after such referral, the matter shall be referred by the JSC to the

 

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Chief Executive Officer of CFFT and the Chief Executive Officer of Vertex who shall attempt in good faith to reach a fair and equitable resolution of this disagreement. If the disagreement is not resolved in this manner within two (2) weeks of referral by the JSC as aforesaid, then the decision of the publishing party as to publication of any information generated by it, subject always to the confidentiality provisions of Article V hereof, shall be final, provided that such decision shall be exercised with reasonable regard for the interests of the non-publishing party. The parties agree that authorship of any publication will be determined based on the customary standards then being applied in the relevant scientific journal, and that appropriate credit will be acknowledged when the subject matter of a publication is derived in whole or in significant part from Vertex CF Technology or inventions licensed by CFFT pursuant to Section 9.1 of this Agreement. The parties will use their best efforts to gain the right to review proposed publications relating to the subject matter of the Research Program by consultants or contractors.

Notwithstanding the foregoing, Vertex intends to advance the body of general scientific knowledge of CF and its potential therapies, and to contribute to the identification of chemical tools as optimal scientific benchmarks, all in a manner consistent with its general scientific and commercial objectives in entering into the collaboration with CFFT to which this Agreement relates. In furtherance of that objective, Vertex would expect, after giving due consideration to the appropriate protection of intellectual property, to publish information in peer-reviewed scientific journals concerning its efforts under the Research Program, including chemical structural information about at least two Compounds. Vertex will include as co-authors of any such publication contributing CFFT personnel and consultants and other persons who would customarily be considered in that regard, including members of the JRC as appropriate. CFFT’s financial contribution to the Research Program also will be acknowledged.

 

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This Article VII shall survive the termination of this Agreement for five (5) years from the date of such termination.

ARTICLE VIII - INDEMNIFICATION

8.1 Indemnification by Vertex.

Vertex will indemnify and hold CFFT and its Affiliates, and their employees, officers and directors harmless against any loss, damages, action, suit, claim, demand, liability, expense, bodily injury, death or property damage (a “Loss”), that may be brought, instituted or arise against or be incurred by such persons to the extent such Loss is based on or arises out of:

(a) the development, manufacture, use, sale, storage or handling of a Compound, a Development Candidate, a Drug Product Candidate or a Drug Product by VERTEX or its Affiliates or their representatives, agents, authorized licensees, sublicensees or subcontractors under this Agreement, or any actual or alleged violation of law resulting therefrom; or

(b) the breach by Vertex of any of its covenants, representations or warranties set forth in this Agreement; and

(c) provided however, that the foregoing indemnification shall not apply to any Loss to the extent such Loss is caused by the negligent or willful misconduct of CFFT or its Affiliates.

 

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8.2 Indemnification by CFFT.

CFFT will indemnify and hold Vertex, and its Affiliates, and their employees, officers and directors harmless against any Loss that may be brought, instituted or arise against or be incurred by such persons to the extent such Loss is based on or arises out of:

(a) the development, manufacture, use, sale, storage or handling of a Compound, a Development Candidate, a Drug Product Candidate or a Drug Product by CFFT or its Affiliates or their representatives, agents, authorized licensees, sublicensees or subcontractors under this Agreement, or any actual or alleged violation of law resulting therefrom; or

(b) the breach by CFFT of any of its covenants, representations or warranties set forth in this Agreement; and

(c) provided that the foregoing indemnification shall not apply to any Loss to the extent such Loss is caused by the negligent or willful misconduct of Vertex or its Affiliates.

8.3 Claims Procedures.

Each Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 8.1 or 8.2 hereof shall give notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided:

 

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(a) That counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party’s expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which law firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); and

(b) The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party.

(c) No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; or (ii) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

 

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(d) Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

ARTICLE IX— PATENTABLE INVENTIONS

9.1 Ownership.

All inventions made and all Know-How generated exclusively by either party or its Affiliates (directly or through others acting on its behalf) prior to and during the term of this Agreement relating to the Research Program shall be owned by the party making the invention or generating the Know-How claimed, or if such invention is made jointly (a “Joint Invention”), shall be owned jointly, all as determined in accordance with United States laws of inventorship; provided that, CFFT hereby grants to Vertex an exclusive (even as to CFFT worldwide) license to its rights in any Joint Invention and any CFFT invention resulting from the Research Program for the purposes specified in this Agreement.

 

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9.2 Preparation.

Vertex shall take responsibility for the preparation, filing, prosecution and maintenance of all Vertex Patents, and any patents and patent applications claiming Joint Inventions, and CFFT shall take responsibility for the preparation, filing, prosecution and maintenance of all CFFT Patents. Vertex shall provide the JRC with periodic reports listing, by name, Patents filed by Vertex in the United States and other jurisdictions, along with a general summary of the claims made and the jurisdictions of filing.

9.3 Costs.

[***]

ARTICLE X — TERM AND TERMINATION

10.1 Term.

This Agreement will extend until the Research Termination Date as defined herein, unless earlier terminated by either party hereto in accordance with this Agreement, or unless extended by mutual agreement of the parties.

10.2 Termination of the Research Program by CFFT for Cause.

Upon written notice to Vertex, CFFT may at its sole discretion unilaterally terminate the Research Program and this Agreement upon the occurrence of any of the following events:

(a) Vertex shall materially breach any of its material obligations under this Agreement, and such material breach shall not have been remedied or material steps initiated to remedy the same to CFFT’s reasonable satisfaction, within thirty (30) days after CFFT sends written notice of breach to Vertex; or

 

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(b) Vertex shall cease to function as a going concern by suspending or discontinuing its business for any reason except for interruptions caused by events of Force Majeure.

In the event of any valid termination under this Section 10.2, CFFT shall not be required to make any payments under Section 3.2 hereof which have not accrued prior to receipt by Vertex of the notice of breach referenced under Section 10.2(a) or receipt by Vertex of the notice of termination pursuant to Section 10.2(b), as the case may be.

10.3 Termination of the Research Program by Vertex for Cause.

Vertex may at its sole discretion terminate this Agreement upon written notice to CFFT upon the occurrence of the following event:

CFFT shall materially breach any of its material obligations under this Agreement and such material breach shall not have been remedied or material steps initiated to remedy the same to Vertex’s reasonable satisfaction, within thirty (30) days after Vertex sends written notice of breach to CFFT.

10.4 General Effect of Termination.

(a) Except where explicitly provided elsewhere herein, termination of this Agreement for any reason, or expiration of this Agreement, will not affect: (i) obligations which have accrued as of the date of termination or expiration, and (ii) obligations and rights which, expressly or from the context thereof, are intended to survive termination or expiration of this Agreement. Without limitation, the following shall survive termination either indefinitely or for the period so stated: Section 2.9 (for the limited purposes of completing a Testing Request with respect to a Development Candidate after the Research Termination Date) and Articles III, V, VI, VII, VIII, IX, XI and XII.

 

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(b) Upon termination or expiration of this Agreement, Vertex will retain exclusive rights to Vertex CF Technology and the inventions licensed to it by CFFT pursuant to Section 9.1 of this Agreement (including intellectual property), except CFFT shall hold those rights specified under Sections 10.5 and 10.6 hereof, as applicable.

10.5 CFFT Special Termination Rights.

CFFT at its sole discretion may exercise the following Special Termination Rights at or within the time period stated, before the Research Termination Date.

10.5.1 Termination after Program Designation. At any time after the Primary Program Designation Date referenced in Section 2.4 hereof, CFFT may request in writing (a “Selection Disagreement Notice”) that Vertex reconsider its Primary Program choice and its primary focus on either Potentiators or Correctors. If Vertex does not elect by written notice to CFFT to amend its choice and select for the Primary Program the mode of action (i.e., Potentiator or Corrector), preferred by CFFT (the “Preferred CFFT Mode of Action”), then the Agreement will terminate effective sixty (60) days following receipt by Vertex of the Selection Disagreement Notice, unless that Notice is earlier withdrawn by CFFT by further notice in writing delivered to Vertex within sixty (60) days after receipt by Vertex of the Selection Disagreement Notice.

 

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10.5.2 Early Termination. At its sole discretion, CFFT may terminate this Agreement effective June 30, 2005, upon not less than sixty (60) days prior written notice to Vertex, (an “Early Termination Notice”).

10.5.3 Alternate Program Termination. CFFT may by written notice delivered to Vertex (the “Alternate Program Termination Notice”) elect to terminate the Alternate Program and all funding which under the Current Budget would have been allocated to the Alternate Program after the effective date of termination. Termination will be effective on the 30th day following receipt by Vertex of the Alternate Program Termination Notice (the “Alternate Program Termination Date”). Notwithstanding such Termination, CFFT will reimburse Vertex during the ninety (90) days following such Termination for all outsourced costs [***] From and after the date the Alternate Program Termination Notice is received by Vertex, CFFT will not be obligated to fund any other outsourcing costs allocated in the Current Budget to the Alternate Program. Funding for FTEs which are allocated to the Alternate Program may at Vertex’s discretion, after consultation with CFFT, be allocated to provide additional FTE support for the Primary Program. The required minimum FTE level set forth in Section 4.1 hereof will be adjusted as appropriate to reflect termination of the Alternate Program as provided herein.

10.5.4 Upon the effective date of termination of this Agreement under Section 10.5.1 above, Vertex hereby grants to CFFT and its Affiliates an exclusive, worldwide license, with the right to sublicense, under the Vertex CF Technology to make, have made, use, have used, import, offer for sale, sell and have sold drug products in the Field for which the principal mode of action is the Preferred CFFT Mode of Action, and the license to Vertex of inventions pursuant to Section 9.1 of this Agreement regarding such Mode of Action shall terminate. In consideration of the foregoing license, CFFT will pay Vertex [***].

 

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10.5.5 In the event this Agreement is terminated by CFFT under Section 10.5.2 hereof, and in lieu of any other obligations (including royalty obligations under Section 5.3 hereof) owed by Vertex to CFFT hereunder except obligations that explicitly survive termination of this Agreement, Vertex shall pay CFFT [***]

10.5.6 In the event the Alternate Program is terminated by CFFT under Section 10.5.3 hereof, and Vertex thereafter sells a Drug Product in the Field which relies for its principal therapeutic effect in the Field on the mode of action which was the subject of the Alternate Program, then in lieu of the royalty obligation set forth in Section 5.3 hereof, Vertex will pay to CFFT [***]

10.5.7 For purposes of Section 10.5.5 and 10.5.6, a product shall constitute a Drug Product even though the notice for a Development Candidate specified in Section 1.11 has not been issued by Vertex.

10.6 Consequences of an Interruption.

10.6.1 For purposes of this Agreement, an “Interruption” shall be deemed to have occurred in any of the following circumstances:

(a) with respect to either the Primary Program or the Alternate Program, considered separately, if at any time after the Research Termination Date and before a Drug Product is achieved, Vertex or its Affiliates, licensees, sublicensees, assignees or partners (collectively, and for purposes of this Section

 

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10.6 only, “Vertex”) either, as applicable, (i) ceases reasonable research efforts directed toward identification of a Development Candidate, or (ii) ceases reasonable development efforts with respect to a Development Candidate (if one has been designated by Vertex), for a period of more than 180 consecutive days, and CFFT delivers written notice (an “Interruption Notice”) to Vertex stating that an Interruption under this Section 10.6 has occurred; provided that an Interruption will not be deemed to have occurred with respect to a Development Candidate unless Vertex commences reasonable development efforts with respect to another Development Candidate from the same Program, within thirty (30) days after receipt of any such Interruption Notice and such development efforts continue uninterrupted for no less than three hundred sixty (360) days;

10.6.2 Upon the effective date of any Interruption under Section 10.6.1 above, the license granted to Vertex under Section 9.1 for any CFFT invention shall terminate with respect to the applicable Program described below, and the following license in favor of CFFT shall become effective:

(a) If the Program to which the Interruption relates involves the design of Compounds which are intended to act as Potentiators, then CFFT shall have an exclusive right [***] and with respect to those Compounds, CFFT shall have an irrevocable, exclusive worldwide license, with the right to sublicense, under the Vertex CF Technology to develop, manufacture, have manufactured, use, sell, offer to sell and import those Compounds in the Field.

 

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(b) If the Program to which the Interruption relates involves the design of Compounds which are intended to act as Correctors, then CFFT shall have an exclusive right [***] and with respect to those Compounds, CFFT shall have an irrevocable, exclusive worldwide license, with the right to sublicense, under the Vertex CF Technology to develop, manufacture, have manufactured, use, sell, offer to sell and import those Compounds in the Field.

(c) In lieu of any other obligation owed by CFFT to Vertex pursuant to this Agreement, except obligations that explicitly survive termination of this Agreement, CFFT shall pay Vertex [***]

(d) In connection with either or both of the foregoing licenses, Vertex will deliver to CFFT the Termination Know-How Package associated with the Program to which the license relates expeditiously upon the occurrence of an Interruption.

(e) For purposes of CFFT’s compound selection right under subsection (a) or (b) above, the classification of a particular Compound as a Potentiator or a Corrector will be determined as specified in the respective definitions of those terms which are set forth in Article I hereof.

10.7 Refused Program Extension.

If (a) Vertex proposes a Research Program Extension under Section 2.9 hereof which is a “Qualifying Extension Proposal” as defined below: and

 

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(b) CFFT refuses that proposal and declines to continue funding of the relevant Program (a “Refused Program”) as specified in the Qualifying Extension Proposal; and

(c) Vertex continues funding of the Refused Program for the proposed term, on a funding level for the proposed term at least equal to Vertex’s share of the funding provided in the Qualified Extension Proposal and a Drug Product is thereafter sold by Vertex then the royalty otherwise payable to CFFT under Section 5.3 hereof with respect to any Development Candidate selected from the Refused Program by Vertex more than twelve (12) months after the Research Termination Date, shall be reduced [***] An extension of any efforts by Vertex pursuant to the foregoing shall be called a “Refused Program Extension.”

For purposes of this Section 10.7, a “Qualifying Extension Proposal” shall mean, with respect to any Program, a proposed extension of that Program beyond the Research Termination Date (i) at an average annualized cost not greater than the level provided under the Current Budget in effect for the six month period immediately preceding the Research Termination Date with respect to that Program; (ii) on relevant terms substantially similar to those set forth in this Agreement; but (iii) with the aggregate funding commitment divided equally between Vertex and CFFT.

 

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ARTICLE XI — REPRESENTATIONS AND WARRANTIES

11.1 Representations and Warranties of Vertex.

Vertex represents and warrants to CFFT that this Agreement has been duly executed and delivered by Vertex and constitutes the valid and binding obligation

of Vertex, enforceable against Vertex in accordance with its terms except as enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, bankruptcy, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and by general equitable principles. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of VERTEX, its officers and directors.:

11.2 Representations and Warranties of CFFT.

CFFT represents and warrants to Vertex that this Agreement has been duly executed and delivered by CFFT and constitutes the valid and binding obligation of CFFT, enforceable against CFFT in accordance with its terms except as enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, bankruptcy, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and by general equitable principles. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of CFFT, its officers and directors.

ARTICLE XII — DISPUTE RESOLUTION

12.1 Governing Law, and Jurisdiction.

This Agreement shall be governed and construed in accordance with the internal laws of The Commonwealth of Massachusetts.

 

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12.2 Dispute Resolution Process.

(a) General. Except as set forth in (b) below or as otherwise explicitly provided herein, in the event of any controversy or claim arising out of or relating to any provision of this Agreement, or the collaborative effort contemplated hereby, the parties shall, and either party may, initially refer such dispute to the JSC, and failing resolution of the controversy or claim within thirty (30) days after such referral, the matter shall be referred to the Chief Executive Officer of Vertex and the Chief Executive Officer of CFFT who shall, as soon as practicable, attempt in good faith to resolve the controversy or claim. If such controversy or claim is not resolved within sixty (60) days of the date of initial referral of the matter to the JSC, either party shall be free to initiate proceedings in any court having requisite jurisdiction.

(b) Third Party Referral. Any dispute or claim relating to the “Referral Matters” as defined below which the parties are unable to resolve pursuant to the other dispute resolution mechanisms provided in this Agreement (other than litigation) shall, upon the written request of one party delivered to the other party, be submitted to and settled by a panel of Third Parties (a “Third Party Panel”) appointed by Vertex and CFFT as provided below. The “Referral Matter” shall consist solely of disagreements concerning whether a particular Compound has satisfied all of the applicable Development Candidate Criteria. Within thirty (30) days after delivery of the above-referenced written request, each party will appoint one person who is not an Affiliate of the party appointing that person, and

 

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who is knowledgeable in the areas of pharmaceutical science, business and commercial aspects of drug development and sale, or the clinical development of pharmaceuticals, to hear and determine the dispute. The two persons so chosen will select another impartial Third Party and their majority decision will be final and conclusive upon the parties hereto. If either party fails to designate its appointee within the thirty (30) day period referenced above, then the appointee who has been designated by the other party will serve as the sole member of the Third Party Panel and will be deemed to be the single, mutually approved party to resolve the dispute. Each party will bear its own costs in the Third Party Referral process, and the parties will split equally the costs of the Third Party Panel members. The Third Party Panel will, upon the request of either party, issue its final determination in writing.

ARTICLE XIII — MISCELLANEOUS PROVISIONS

13.1 Waiver.

No provision of this Agreement may be waived except in writing by both parties hereto. No failure or delay by either party hereto in exercising any right or remedy hereunder or under applicable law will operate as a waiver thereof, or a waiver of any right or remedy on any subsequent occasion.

 

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13.2 Force Majeure.

Neither party will be in breach hereof by reason of its delay in the performance of or failure to perform any of its obligations hereunder, if that delay or failure is caused by strikes, acts of God or the public enemy, riots, incendiaries, interference by civil or military authorities, compliance with governmental priorities for materials, or any fault beyond its control or without its fault or negligence.

13.3 Severability.

Should one or more provisions of this Agreement be or become invalid, then the parties hereto shall attempt to agree upon valid provisions in substitution for the invalid provisions, which in their economic effect come so close to the invalid provisions that it can be reasonably assumed that the parties would have accepted this Agreement with those new provisions. If the parties are unable to agree on such valid provisions, the invalidity of such one or more provisions of this Agreement shall nevertheless not affect the validity of the Agreement as a whole, unless the invalid provisions are of such essential importance for this Agreement that it may be reasonably presumed that the parties would not have entered into this Agreement without the invalid provisions.

13.4 Government Acts.

In the event that any act, regulation, directive, or law of a country or its government, including its departments, agencies or courts, should make impossible or prohibit, restrain, modify or limit any material act or obligation of CFFT or Vertex under this Agreement, the party, if any, not so affected, shall have the right, at its option, to suspend or terminate this Agreement as to such country, if good faith negotiations between the parties to make such modifications therein as may be necessary to fairly address the impact thereof, are not successful after a reasonable period of time in producing mutually acceptable modifications to this Agreement.

 

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13.5 Assignment.

This Agreement may not be assigned or otherwise transferred by either party without the prior written consent of the other party; provided, however, that either party may assign this Agreement, without the consent of the other party, (i) to any of its Affiliates, if the assigning party guarantees the full performance of its Affiliates’ obligations hereunder, or (ii) in connection with the transfer or sale of all or substantially all of its assets or business or in the event of its merger or consolidation with another company. Any purported assignment in contravention of this Section 13.5 shall, at the option of the non-assigning party, be null and void and of no effect. No assignment shall release either party from responsibility for the performance of any accrued obligation of such party hereunder. This Agreement shall be binding upon and enforceable against the successor to or any permitted assignees from either of the parties hereto.

13.6 Counterparts.

This Agreement may be executed in duplicate, each of which shall be deemed to be original and both of which shall constitute one and the same Agreement.

 

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13.7 No Agency.

Nothing herein contained shall be deemed to create an agency, joint venture, amalgamation, partnership or similar relationship between CFFT and Vertex. Notwithstanding

any of the provisions of this Agreement, neither party to this Agreement shall at any time enter into, incur, or hold itself out to third parties as having authority to enter into or incur, on behalf of the other party, any commitment, expense, or liability whatsoever, and all contracts, expenses and liabilities in connection with or relating to the obligations of each party under this Agreement shall be made, paid, and undertaken exclusively by such party on its own behalf and not as an agent or representative of the other.

13.8 Notice.

All communications between the parties with respect to any of the provisions of this Agreement will be sent to the addresses set out below, or to such other addresses as may be designated by one party to the other by notice pursuant hereto, by prepaid, certified air mail (which shall be deemed received by the other party on the seventh business day following deposit in the mails), or by facsimile transmission, or other electronic means of communication (which shall be deemed received when transmitted), with confirmation by first class letter, postage pre-paid, given by the close of business on or before the next following business day:

if to CFFT, at:

Cystic Fibrosis Foundation Therapeutics Incorporated

6931 Arlington Road

Bethesda, Maryland 20814

Attention: Dr. Robert J. Beall, President

with a copy to: Kenneth I. Schaner, Esq.

 

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Swidler Berlin Shereff Friedman, LLP

3000 K Street, N.W., Suite 300

Washington, D.C. 20007

if to Vertex, at:

Vertex Pharmaceuticals Incorporated

130 Waverly Street

Cambridge, MA 02139-4211

Attention: President

with a copy to: Legal Department

Attention: General Counsel

13.9 Headings.

The paragraph headings are for convenience only and will not be deemed to affect in any way the language of the provisions to which they refer.

13.10 Authority.

The undersigned represent that they are authorized to sign this Agreement on behalf of the parties hereto. The parties each represent that no provision of this Agreement will violate any other agreement that such party may have with any other person or company. Each party has relied on that representation in entering into this Agreement.

 

61


13.11 Entire Agreement.

This Agreement contains the entire understanding of the parties relating to the matters referred to herein, and may only be amended by a written document, duly executed on behalf of the respective parties.

13.12 Notice of Pharmaceutical Side-Effects.

During the term of this Agreement, the parties shall keep each other promptly and fully informed and will promptly notify appropriate authorities in accordance with applicable law, after receipt of information with respect to any serious adverse event (as defined by the ICH Harmonized Tripartite Guideline on Clinical Safety Data Management), directly or indirectly attributable to the use or application of Compounds, a Development Candidate, Bulk Drug Substance, a Drug Product Candidate, a Drug Product, and any other product for which royalties are payable under this Agreement.

13.13 Invoice Requirement.

Any amounts payable to Vertex hereunder shall be made within thirty days after receipt by CFFT, or its nominee designated for that purpose in advance by CFFT in writing to Vertex, of an invoice covering such payment.

 

62


VERTEX PHARMACEUTICALS INCORPORATED
By:  

/s/ Kenneth S. Boger

  Kenneth S. Boger
Title:   Senior Vice President and General Counsel
CYSTIC FIBROSIS FOUNDATION
THERAPEUTICS INCORORATED
By:  

/s/ Robert Beall

Title:   President and CEO

 

63


EXHIBIT 2.4

RESEARCH PLAN

 

LOGO    LOGO                         

Research Plan

for the

CFFT — Vertex Pharmaceuticals Collaboration

May 10, 2004

[***]


EXHIBIT 4.2

INITIAL BUDGET FOR RESEARCH PROGRAM

Vertex/CFFT — CFTR Drug Discovery Budget

2004-2005

[***]

EX-10.10 6 d862976dex1010.htm EX-10.10 EX-10.10

Exhibit 10.10

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

COMMECIALIZATION AGREEMENT (the “Existing Agreement”)

DATED MAY 24, 2004 BY AND BETWEEN VERTEX PHARMACEUTICALS

INCORPORATED (“Vertex”) and CYSTIC FIBROSIS FOUNDATION

THERAPEUTICS INCORPORATED (“CFFT”)

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.

INTRODUCTION

In 1998, CFFT made an award to Aurora Biosciences to do a feasibility study using high throughput screening for cf targets. On May 19, 2000, CFFT selected and provided support for Aurora Biosciences to conduct high throughput screening with respect to the CFTR target identified by CFFT. Since that time, Aurora Biosciences, and then after its merger into Vertex, Vertex, have been conducting a Research Program with CFFT’s support aimed at identification and design of Potentiator and Corrector Compounds, both of which are directed as a principal mode of therapeutic action at modulation of the biological effect of CFTR in different ways and with different anticipated results. The Existing Agreement contemplated that during the course of the Research Program, Vertex, with CFFT’s agreement, would select either the Potentiator or the Corrector approaches as its Primary Program, to which a majority of resources under the Research Program would be directed, and the other approach would be designated as an Alternative Program, to which the balance of resources would be directed.

Vertex has selected the Potentiator approach as the Primary Program, with the concurrence of CFFT, and expects to designate a Potentiator Compound as a Development Candidate on or before December 31, 2005.

The Parties continue to believe that it may be possible to create Corrector Compounds of significant potential value as therapeutics in the Field. To further this effort, CFFT and Vertex agree hereinafter to provide additional funding and Vertex intends to continue its research efforts with respect to Correctors beyond the current Research Termination Date of December 31, 2005. The purpose of this Amendment is to modify the terms of the Existing Agreement to reflect the progress made in the Research Program during its current term and to set forth the terms of the extended Corrector Research Program.

Capitalized terms not otherwise defined in this Amendment shall have the meaning ascribed to them in the Existing Agreement. If specific provisions of this Amendment are inconsistent with specific provisions of the Existing Agreement, the provisions of this Amendment shall control.

 

1


In consideration of the mutual covenants set forth in this Amendment, and other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:

1. General.

 

1.1.

Vertex and CFFT acknowledge that the “Primary Program” under the Existing Agreement refers to research activities relating to Potentiator Compounds. CFFT has no further right to request under Section 2.5 of the Existing Agreement that Vertex designate Correctors as the Primary Program, or to terminate the Existing Agreement under Section 10.5.1 thereof.

 

1.2.

After December 31, 2005, the “Research Program” will refer to research undertaken under the Existing Agreement, as amended hereby, with respect only to Corrector Compounds (except for the Potentiator research funded during 2006 as specified in the attached Research Plan). The “Research Plan” under Section 2.4 of the Existing Agreement will mean, after December 31, 2005, the initial plan for conduct of the Research Program focused on Correctors (and to a limited extent, Potentiators, as provided in the Research Plan), subject to applicable provisions of Section 2.4.1 of the Existing Agreement regarding modifications to that Research Plan. A copy of the initial Research Plan for continuing Corrector research (the “Initial Corrector Research Plan”) is attached to this Amendment as Exhibit 1.2. The concepts of Primary Subplan and Alternative Subplan as referenced in Section 2.4.3 of the Existing Agreement will no longer apply to activities undertaken under the Research Program after December 31, 2005. The terms of the Existing Agreement that provide for the allocation of resources between the Primary and the Alternative Programs will not be applicable to the Research Program after December 31, 2005.

 

1.3.

The budget for the Research Program under the Existing Agreement for the one year period ending December 31, 2005 (the “Current Budget”) is attached hereto as Exhibit 1.3, has been approved by both Parties hereto and represents an agreed allocation of funding between the Primary and the Alternative Programs for the period ending December 31, 2005. The Parties have agreed on a separate budget (the “Initial Corrector Budget”) representing an agreed allocation of additional Corrector research funding to be provided under this Amendment, as referenced in Section 4.1 below, for the period commencing on the Effective Date of this Amendment and ending on the Research Termination Date referenced in Section 1.4 below.

 

1.4.

The Research Termination Date shall mean the end of the revised Research Program directed at the identification and design of Corrector Drug Product Candidates (the “Corrector Research Program”) which shall be March 31, 2008, unless the Research Program under the Existing Agreement as amended hereby is otherwise extended or terminated in accordance with its terms.

 

1.5.

The term “Drug Product[s]” is amended to mean a finished dosage form that is prepared from Bulk Drug Substance covered by Vertex CF Technology and is ready for administration to the ultimate consumer as a pharmaceutical.

 

1.6.

The term “Vertex CF Technology” as defined in the Existing Agreement shall also be deemed to refer to data, technical information, know-how, inventions (whether or not patented), trade secrets, processes and methods discovered or developed, and Controlled by Vertex or its Affiliates, in the course of the performance of the Research Program under this Amendment, but shall not refer to Vertex’s general drug design technology whether in hardware or software form, tangible or intangible.

 

2


1.7.

The provisions of Section 6.3 of the Existing Agreement shall apply to this Amendment as if it were being entered into as part of the Existing Agreement. The Parties will agree on the timing and content of a press release relating to this Amendment.

2. Termination Provisions.

 

2.1.

On the Effective Date of this Amendment, CFFT shall no longer have the right to terminate the Existing Agreement under Section 10.5.1 (relating to a disagreement over the choice of Primary and Alternative Programs) or Section 10.6.3 (relating to termination of the Alternative Program). Therefore, those sections of the Existing Agreement are hereby deleted.

 

2.2.

Section 10.5.2 of the Existing Agreement is hereby amended to read as follows:

“At its sole discretion, CFFT may terminate the Research Program effective June 30, 2006 or June 30, 2007, upon not less than sixty (60) days prior written notice to Vertex (an “Early Termination Notice”).”

 

2.3.

Sections 10.5.4, 10.5.6 and 10.7 of the Existing Agreement are hereby deleted.

 

2.4.

Section 10.6.1 of the Existing Agreement is hereby amended by substituting the word “if” for the word “unless” in the fourth-to-last line of that section.

3. Other CFTR Research.

During the period for which funding is provided to Vertex by CFFT under the Existing Agreement (as amended herein or subsequently from time to time), and under a separate agreement providing for continued Potentiator funding (the “Potentiator Funding Agreement”), if such funding is provided in other than in the Existing Agreement, all of Vertex’s research efforts directed at the identification, development and commercialization of pharmaceutical products that have as their principal mode of action the modulation of CFTR shall be conducted under the Existing Agreement (as amended herein or subsequently from time to time) and under the Potentiator Funding Agreement. During the [***] period following the later of the last date upon which CFFT provides funding to Vertex under the Existing Agreement (as amended herein or subsequently from time to time), or the last date upon which CFFT provides continuing Potentiator funding under the Potentiator Funding Agreement, if such funding is provided for other than in the Existing Agreement, Vertex shall not enter into any research, development or commercialization agreement (a “Third Party Agreement”) with a third party directed toward the eventual commercialization (including the acquisition and sale of a marketed product) of a pharmaceutical product that has as its principal mode of action the modulation of CFTR and is not a Drug Product (the “New Product”), unless CFFT will receive the same royalty rate from Vertex or the third party under the Third Party Agreement as is provided under Section 5.3.1 of the Existing Agreement (as it may be subsequently amended), on account of any Net Sales of the New Product. An agreement between Vertex and a third party for the conduct of research activities, under which that third party does not then (or by subsequent agreement with such third party) receive any license rights to, or compensation with respect to the development or sale of, any pharmaceutical product that has CFTR modulation as its principal mode of action, shall not be deemed a Third Party Agreement for the purposes of the foregoing restriction. The foregoing provisions of this Section 3 shall not apply to any Third Party Agreement relating to a New Product that is a Corrector from and after the date upon which CFFT exercises its termination rights under section 10.5.2 of the Existing Agreement (as amended pursuant to this Amendment No. 1). In the event of an Interruption under Section 10.6.2 of the Existing Agreement with respect to either Potentiator or Corrector research programs, Vertex shall not enter into any agreement with a third party for commercial purposes, for a period of [***] after such Interruption, relating to the program to which the Interruption related.

 

3


4. Budget and Funding.

From and after the Effective Date of this Amendment, the following provisions shall apply to any incremental funding for Corrector research in 2005, and to the budget and funding for all Corrector research thereafter under the Research Plan, in lieu of the provisions in Sections 4.1, 4.2 and 4.3 of the Existing Agreement.

 

4.1.

The initial budget for incremental funding of the Corrector Research Program, relating to discovery, optimization and IND-enabling activities for Corrector Compounds, is attached hereto as Exhibit 4.1 (the “Initial Corrector Budget”). The Initial Corrector Budget includes only amounts that are incremental to the funding currently provided for Corrector research in the “Alternative Program” under the Current Budget. Any material revisions to the Initial Corrector Budget which would result in an increase in total funding for the Corrector Research Program beyond the amount provided under this Amendment will require the prior approval of CFFT. Any other adjustments to the Initial Corrector Budget may be undertaken by Vertex with prior notice to, but without prior approval from, CFFT. Vertex will provide CFFT with [***] reports within [***] showing expenses incurred under the Corrector Research Program during the quarter just ended against budgeted expenses for that quarter. For [***], the report will cover the period from the Effective Date of this Amendment through the end of that quarter.

 

4.2.

CFFT will fund [***] of the Initial Corrector Budget and Vertex will fund [***] of the Initial Corrector Budget. Based on the approved Initial Corrector Budget of [***], CFFT will make the payments to Vertex specified below during the specified periods.

 

     INITIAL CORRECTOR BUDGET
(millions $)
 

Research Period

   Aggregate
Budget
Amount
     CFFT
Financial
Commitment
 

January 1, 2006—December 31, 2006

     [***      [***

January 1, 2007—March 31, 2008

     [***      [***

Payments due under the Initial Corrector Budget on account of internal FTEs shall be made by CFFT [***]. Payments due under the Initial Corrector Budget on account of external costs shall be made by CFFT to Vertex [***] within [***] following [***] . All payments shall be made without deduction for withholding or similar taxes in United States dollars to the credit of such bank account as may be designated in writing to CFFT. Any payments which fall due on a date that is a legal holiday in The Commonwealth of Massachusetts may be made on the next following day that is not a legal holiday in The Commonwealth. On or before January 31 of 2006, 2007, 2008 and 2009, Vertex will provide CFFT with an accounting of all internal FTE costs and external Research costs (including documentary evidence of such external costs) incurred under the Research Program during the most recently concluded calendar year. Internal FTE costs will be calculated at an annual rate of [***] per FTE.

 

4.3.

If CFFT’s contribution for any reporting period is in excess of its agreed portion of the total expense incurred by Vertex (internal and external) for the Corrector Research Program for that period, the excess amount will be carried over and applied as a credit against CFFT’s required contribution in future periods, except that any aggregate excess contributions provided by CFFT as of the end of the Research Program Term will be refunded to CFFT within [***]thereafter. To the extent not inconsistent with the provisions of this Amendment, the provisions of Section 4.5 will apply to the Corrector Research Program.

 

4


4.4.

Vertex will dedicate a minimum average of [***] FTE scientists (on an annualized basis) to the Corrector Research Program during its term, [***].

5. Royalties Outside the Field

Section 5.3.2 of the Existing Agreement is amended as follows:

“5.3.2 Net Sales outside the Field. Vertex shall pay CFFT a royalty of [***].”

[Signature Page Follows]

 

5


IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the day and year first above written.

 

VERTEX PHARMACEUTICALS

INCORPORATED

     

CYSTIC FIBROSIS FOUNDATION

THERAPEUTICS, INCORPORATED

By:  

/s/ KENNETH S. BOGER

               By:  

/s/ ROBERT J. BEALL, PH.D.

 

Senior Vice President

and General Counsel

        President and Chief Executive Officer

 

6


Exhibit 1.2

Corrector Research Plan

[***]


Exhibit 1.3

Current Budget

[***]


Exhibit 4.1

Initial Corrector Budget

[***]

EX-10.11 7 d862976dex1011.htm EX-10.11 EX-10.11

Exhibit 10.11

AMENDMENT NO. 2 to

RESEARCH, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT,

DATED MAY 24, 2004, by and between VERTEX PHARMACEUTICALS INCORPORATED and CYSTIC FIBROSIS FOUNDATION THERAPEUTICS INCORPORATED

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”).

This Second Amendment amends the Research, Development and Commercialization Agreement, dated May 24, 2004, by and between Vertex and CFFT (the “Existing Agreement”), as amended by Amendment No. 1 to the Existing Agreement, dated January 6, 2006, by and between Vertex and CFFT (the “First Amendment”). Any reference herein to the “Existing Agreement, as amended”, refers to the Existing Agreement and the First Amendment, unless the context otherwise requires. Vertex and CFFT are referred to herein individually as a “Party” and collectively as the “Parties.”

Background

In 1998, CFFT made an award to Aurora Biosciences Corporation (“Aurora”) to conduct a feasibility study using high throughput screening for cystic fibrosis targets. On May 19, 2000, CFFT selected and provided support for Aurora to conduct high throughput screening with respect to the cystic fibrosis transmembrane conductance regulator (“CFTR”) target identified by CFFT. Since that time, Aurora, and then after its merger into Vertex, Vertex, have been conducting a research program with CFFT’s support aimed at identification and design of “Potentiator” and “Corrector” compounds, both of which are directed as a principal mode of therapeutic action at modulation of the biological effect of CFTR in different ways and with different anticipated results.


On May 24, 2004, the Parties executed the Existing Agreement. The Existing Agreement contemplated that during the course of the research program, Vertex, with CFFT’s agreement, would select either the Potentiator or the Corrector approach as its Primary Program (as defined in the Existing Agreement), to which a majority of resources under the research program would be directed, and the other approach would be designated as an Alternative Program (as defined in the Existing Agreement), to which the balance of resources would be directed.

In 2005, with the concurrence of CFFT, Vertex selected the Potentiator approach as the Primary Program, and designated a certain Potentiator Compound (“VX-770”) as a Development Candidate under the terms of the Existing Agreement.

The Parties believe that it may be possible to create Corrector Compounds of significant potential value as therapeutics. To further that effort, on January 6, 2006, the Parties executed the First Amendment. Among other things, the First Amendment provided for continued funding for research relating to Corrector Compounds.

In connection with the First Amendment, the Parties executed a Term Sheet (the “Term Sheet”) outlining the financial terms upon which CFFT might consider funding for the accelerated development of Potentiator Compounds.

This Second Amendment is intended to set forth the Parties’ agreement with respect to additional funding for the accelerated development of Potentiator Compounds, and to amend the Existing Agreement and the First Amendment accordingly.

 

2


Amendment

In consideration of the mutual covenants set forth in this Second Amendment, and other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:

Section 1. Acceleration Funding Agreement

This Second Amendment is intended to constitute the Potentiator Funding Agreement contemplated by the First Amendment (referenced as the “Acceleration Funding Agreement” in the Term Sheet). Capitalized terms not otherwise defined in this Second Amendment shall have the meaning ascribed to them in the Existing Agreement, as amended. If specific provisions of this Second Amendment are inconsistent with specific provisions of the Existing Agreement, as amended, the provisions of this Second Amendment, with respect to the subject matter of this Second Amendment, shall control. Otherwise, the Existing Agreement, as amended, shall continue to be applicable.

Section 2. Development and Development Funding.

2.1. Potentiator JDC Organization and Operation.

2.1.1 Potentiator JDC Membership. As soon as practicable after the Effective Date, Vertex will establish a Potentiator Joint Development Committee (the “Potentiator JDC”) consisting of not fewer than 8 members, as may be determined from time to time by the Potentiator JDC. The Potentiator JDC shall continue to function until FDA approval of a Potentiator Drug Product. During the period ending December 31, 2008, the Potentiator JDC shall include an equal number of representatives designated by each of Vertex and CFFT. Thereafter, CFFT shall be entitled to four (4) representatives on the Potentiator JDC. In addition to members appointed by CFFT, the Potentiator JDC is expected to have members from the

 

3


various functional groups (e.g., research, preclinical safety, clinical, regulatory, marketing) that are or will be expected to be involved from time to time in development and launch of VX-770 or any other Potentiator Backup Compound that is substituted for VX-770 (collectively VX-770 and such Potentiator Backup Compounds are referred to hereinafter as “VX-770”). Vertex will appoint the Potentiator JDC Chair. In addition to Potentiator JDC members, attendees of Potentiator JDC meetings may include such Vertex or CFFT representatives as may be required for presentation to or discussion with the Potentiator JDC from time to time.

2.1.2 Potentiator JDC Operation. The Potentiator JDC will be the principal organization through which the development of VX-770 is planned and evaluated, subject to appropriate review and approval at senior management levels as required by Vertex from time to time. The Potentiator JDC will be responsible for preparation and implementation of the development plan described in Section 2.1.3, below, with respect to VX-770. The Potentiator JDC will typically meet at least quarterly, depending on the level of current development activity. Each of Vertex and CFFT shall have one vote on the Potentiator JDC. The objective of the Potentiator JDC shall be to reach agreement by consensus on all matters overseen by the Potentiator JDC. However, except as hereinafter provided, in the event of a deadlock with respect to any action, the vote of the Potentiator JDC Chair rendered after reasonable and open discussion among the members of the Potentiator JDC shall be final and controlling.

2.1.3 Development Plan. The Potentiator JDC shall review the implementation of an overall development plan for VX-770. The development plan shall describe the proposed clinical trial activities, non-clinical development activities, and supply and manufacturing activities for VX-770. The initial development plan considered by Vertex for VX-770 (the “VX-770 Benchmark Potentiator Development Plan”) and the development plan currently being

 

4


implemented by Vertex (the “VX-770 Accelerated Potentiator Development Plan”), are attached hereto as Exhibits 2.1.3A and 2.1.3B, respectively. The VX-770 Accelerated Potentiator Development Plan reflects a significant acceleration into 2006 or 2007 of certain development activities previously planned for later in the development process, with the objective of significantly accelerating the time to NDA filing if VX-770 is successful. The VX-770 Accelerated Potentiator Development Plan will be reviewed and may be further refined from time to time by the Potentiator JDC, based in part on data generated in early pre-clinical and clinical trials. However, the Parties intend that separate clinical trails will be conducted for the G5551D and dF508 CF patients, as provided in Exhibit 2.1.3B, and to that end the IND which Vertex filed on March 14, 2006 provides for separate Phase I clinical trials targeting G5551D and dF508 CF patient groups. The actual design of those Phase I and any further clinical trails may be influenced by FDA feedback, clinical and nonclinical trial data and other scientific and medical information. Any change in the clinical plans will be reviewed by Vertex with the Potentiator JDC with the aim of reaching consensus before being implemented.

2.1.4 Meeting Materials. The Potentiator JDC will consider all information that is material to an assessment of the status, direction and progress of the development program for VX-770, including clinical trial protocols, a summary of the IND package, enabling animal toxicity data reports, clinical trial protocols, clinical trials final reports, summary data and reports. The Potentiator JDC will review progress reports prepared by Vertex, which shall be submitted to the Potentiator JDC prior to each meeting and which shall include a summary in written text of progress made during the preceding three month period under the VX-770 Accelerated Potentiator Development Plan. The chemical structure of VX-770 will be disclosed at the written request of CFFT to one CFFT employee reasonably acceptable to Vertex who is a

 

5


JDC member and who executes a customary form of confidentiality agreement directly with Vertex, undertaking to maintain the chemical structure in confidence. Vertex will also disclose the chemical structure of VX-770 to CFFT’s chemistry advisors to whom it has previously disclosed the structure, under confidential disclosure agreements previously executed with each such advisor, provided that such agreements explicitly cover the additional disclosure or are appropriately modified to that effect. The Potentiator JDC Chair will ensure that minutes are prepared and distributed to each member of the Potentiator JDC after each meeting. Subject to the restrictions on disclosure of chemical structures set forth above, CFFT’s representatives on the Potentiator JDC will receive all documents and information distributed or communicated to members of the Potentiator JDC. In any event, all information presented to the JDC or otherwise disclosed to CFFT by or at the direction of Vertex shall be deemed confidential to Vertex and subject to the confidentiality provisions of the Existing Agreement.

2.2 Therapeutic Development Network. CFFT will use its good faith efforts to foster discussions between the Therapeutic Development Network (“TDN”) and Vertex so that the TDN may enter into appropriate agreements with Vertex to provide to Vertex resources and expertise of the TDN to support development efforts for VX-770.

2.3 Budget and Funding. Exhibit 2.3A contains a summary “Benchmark Potentiator Budget” that sets forth the estimated costs of the VX-770 Benchmark Potentiator Development Plan originally proposed by Vertex, and a further summary budget, the “Accelerated Potentiator Budget,” that sets forth the estimated costs of the VX-770 Accelerated Potentiator Development Plan, in each case for the period commencing January 1, 2006 and ending December 31, 2007 (the “CFFT Accelerated Potentiator Funding Term”). A more detailed budget for the VX-770 Accelerated Potentiator Development Plan for 2006, based on

 

6


Vertex’s most current activity and cost assumptions, is also attached as Exhibit 2.3B. Vertex will provide comparable budgetary information for 2007 as soon as it becomes available in late 2006. CFFT agrees to bear $13.3 million of the actual Development Costs (as defined below) for VX-770 under the VX-770 Accelerated Potentiator Development Plan; provided that (i) CFFT’s aggregate funding obligation (the “CFFT Accelerated Potentiator Funding”) shall not exceed 50% (fifty percent) of that portion of Vertex’s Development Costs incurred during the CFFT Accelerated Potentiator Funding Term that are in excess of the aggregate Development Costs summarized in the Benchmark Potentiator Budget for the CFFT Accelerated Potentiator Funding Term; and (ii) CFFT’s funding obligation for the year 2006 shall not exceed $7.9 million unless CFFT otherwise agrees in writing. The budget for the VX-770 Accelerated Potentiator Development Plan may be revised by the Potentiator JDC from time to time; except that the amount of CFFT Accelerated Potentiator Funding shall not be increased without the written consent of CFFT. For purposes of this Amendment 2, the dates specified in Section 4.3 of the Existing Agreement for Vertex to provide CFFT with an accounting of all internal FTE’s and outsource costs will be changed to no later than January 31, 2007 and 2008, respectively; and Vertex shall exercise its good faith efforts to furnish CFFT with such accounting as early in January as is possible. Funding will be reviewed by Vertex and CFFT at the end of each calendar year during the CFFT Accelerated Potentiator Funding Term, and any amounts paid by CFFT during the calendar year that are in excess of the CFFT Accelerated Potentiator Funding amounts required under this Second Amendment will be credited against CFFT’s 2007 funding obligations hereunder (if paid on account of activities during 2006), or promptly refunded by Vertex (if paid on account of activities during 2007).

 

7


For the purpose of this Second Amendment, “Development Costs” shall mean all internal and external costs associated with the VX-770 Accelerated Potentiator Development Plan, including but not limited to all (i) costs and expenses invoiced by third parties, whether for goods or services associated with the development plan, and (ii) FTE costs of Vertex development scientists and management personnel with respect to time properly allocated to the VX-770 Accelerated Potentiator Development Plan activities. Such internal costs may include, but not be limited to, (a) laboratory work; (b) regulatory planning, oversight and review; (c) quality assurance activities; (d) pharmaceutical supply chain activities; (e) negotiations with clinical trial sites, institutional review boards, and suppliers; (f) development plan research; (g) program management activities; (h) intellectual property creation and protection; (i) holding scientific discussions; (j) traveling to and attending appropriate seminars and symposia; and (k) carrying out Potentiator JDC activities, provided, however, costs associated with (i) and (j) above shall only be allocated to the VX-770 Accelerated Potentiator Development Plan activities if they are attributable to personnel who spent more than half of their working time on such activities. Activities included in calculating FTE’s shall not include negotiation of this Second Amendment or modifications or extensions of this Second Amendment or the Existing Agreement, as amended, or administrative activities such as accounting, invoicing, personnel related activities or the like. FTEs allocated to activities under the VX-770 Accelerated Potentiator Development Plan shall be accounted for at the rate of $325,000 per FTE per annum. Payments for internal and external costs shall be invoiced and paid pursuant to Section 4.3 of the Existing Agreement.

 

8


At its sole discretion, and except as to amounts previously due to Vertex, CFFT shall have the right to terminate the CFFT Accelerated Potentiator Funding Term and CFFT’s funding obligation hereunder effective December 31, 2006 or June 30, 2007 upon not less than sixty (60) days’ prior written notice to Vertex; provided, however, that in the event of such a termination, the provisions of this Second Amendment will cease to apply effective as of the date of such termination (and, with respect to provisions of the Existing Agreement, as amended, which were otherwise modified or amended by the provisions of this Second Amendment, such provisions shall be read without regard to any amendment or modification set forth in this Second Amendment).

Section 3. Amendments to Corrector Contributions and Royalty Rates.

3.1 Corrector Contributions. Effective as of January 6, 2006, Section 4.2 of the Existing Agreement, as amended, is further amended as follows: the text in Section 4.2 up to and including the Initial Corrector Budget Chart is deleted, and, in its place the following is inserted:

CFFT will fund seventy percent (70%) of the Initial Corrector Budget and Vertex will fund thirty percent (30%) of the Initial Corrector Budget. Based on the approved Initial Corrector Budget of $27.3 million (which includes the $675,000 of Potentiator research funding referenced in the Research Plan), CFFT will make the payments to Vertex specified below during the specified periods.

 

     INITIAL CORRECTOR BUDGET
(millions $)
 

Research Period

   Aggregate
Budget
Amount
     CFFT Financial
Commitment
 

January 1, 2006 — December 31, 2006

   $ 12.6M      $ 8.82M  

January 1, 2007 — March 31, 2008

   $ 14.7M      $ 10.29M  

The text in the balance of Section 4.2 of the First Amendment (i.e., following the Initial Corrector Budget Chart) remains unchanged.

3.2 Royalty Rates. Section 5.3.1 of the Existing Agreement is amended, as of the Effective Date, as follows:

 

9


(i) The number “4%” referenced in the royalty table appearing in Section 5.3.1 of the Existing Agreement, as amended, is deleted, and in its place shall be inserted “6%”;

(ii) The paragraph following the royalty table in Section 5.3.1 of the Existing Agreement, as amended, is deleted; and in its place, the following is inserted:

Following the year in which cumulative Net Sales of all Drug Products in the Field first exceed $1 billion, measured from the date of the First Commercial Sale of any such Drug Products, (a) the royalty rate for the first $250 million in annual Net Sales of such Drug Products in subsequent years shall be increased from six percent (6%) to eight percent (8%); and (b) the calculation of Net Sales for any calendar year thereafter for purposes of computing the royalties referenced in Section 5.3.1, shall include all Net Sales of all Drug Products during that year, for use in the Field, under the Existing Agreement, as amended to and including this Amendment.

(iii) Section 5.3.2 of the Existing Agreement, as amended, is redesignated as Section 5.3.3, and the following new Section 5.3.2 is inserted:

5.3.2 Additional Royalty. Vertex shall pay an additional royalty to CFFT in an amount equal to twice the amount of actual CFFT Accelerated Potentiator Funding paid to Vertex under this Second Amendment, in two installments as set forth below. The additional royalty is assumed for illustrative purposes to be based on actual CFFT Accelerated Potentiator Funding of $13.3 million, and based on that assumption a total of $26.6 million would be payable in the following amounts, in each case within thirty days after the first quarter in which cumulative Net Sales of Potentiator Drug Products have reached the following levels:

 

Cumulative Net Sales

  

 

     Additional Royalty Amount  
$100 million       $ 13.3 million  
$200 million       $ 13.3 million  
     

 

 

 

Total:

      $ 26.6 million  

For example, if the first Potentiator Drug Product is launched by Vertex on October 1, 2009, and Cumulative Net Sales of that Drug Product reach $100 million by March 31, 2010, an Additional Royalty Amount of $13.3 million would then be payable to CFFT in addition to any other royalties due and payable under the Agreement. Thereafter, if Cumulative Net Sales of Potentiator Drug Product reach $200 million on September 30, 2010, a further Additional Royalty Amount of $13.3 million would be payable to CFFT.

 

10


(iv) The following new Section 5.3.4 is inserted:

Net Sales under this Section 5.3 shall not in any event include any Net Sales of Drug Products that are the subject of the royalty obligations set forth in the Section 5.3.3 or in Section 10.5.5.

Section 4. Existing Agreement Ratified.

In all other respects, the Existing Agreement, as amended, is hereby ratified and confirmed.

[Signature Page Follows]

 

11


In witness whereof, the Parties hereto have executed this Agreement as of the day and year first above written.

 

VERTEX PHARMACEUTICALS      CYSTIC FIBROSIS FOUNDATION
INCORPORATED      THERAPEUTICS INCORPORATED
By:  

/s/ Kenneth S. Boger

              By:  

/s/ Robert Beall

Title: Senior VP and General Counsel      Title: President/CEO
Date: 15 Mar 06      Date: March 16, 2006

 

12


Exhibit 2.1.3A

[Gant chart setting forth benchmark Development Plan.]

 

13


Exhibit 2.1.3B

[Gant chart setting forth accelerated Development Plan.]

 

14


Exhibit 2.3B

Funding of VX-770 Development

Budget Summary: The budget for the VX-770 Benchmark Potentiator Development Plan (“Benchmark Potentiator Budget”) attached hereto as Exhibit 2.1.3A is as follows:

 

     2006      2007  

Benchmark Budget

     

Internal

   $ 6.34 M      $ 7.54 M  

External

     4.64 M        5.19 M  
  

 

 

    

 

 

 

Total

   $ 10.98M      $ 12.73M  

The budget for the VX-770 Accelerated Potentiator Development Plan (the “Accelerated Potentiator Budget”) attached hereto as Exhibit 2.1.3B is as follows:

 

     2006      2007  

Accelerated Budget

     

Internal

   $ 13.18 M      $ 13.82 M  

External

     13.73 M        27.06 M  
  

 

 

    

 

 

 

Total

   $ 26.91 M      $ 40.88 M  


[Chart setting forth Detailed Accelerated Potentiator Budget.]

EX-10.12 8 d862976dex1012.htm EX-10.12 EX-10.12

Exhibit 10.12

Execution Copy

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,

DATED MAY 24, 2004, by and between VERTEX PHARMACEUTICALS INCORPORATED and CYSTIC

FIBROSIS FOUNDATION THERAPEUTICS INCORPORATED

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”).

This Fifth Amendment amends the Research, Development and Commercialization Agreement, dated May 24, 2004, by and between Vertex and CFFT (the “Original Agreement”), as amended by Amendment No. 1 to the Original Agreement, dated January 6, 2006 (the “First Amendment”), Amendment No. 2 dated January 1, 2006 (the “Second Amendment”), Amendment No. 3 dated November 20, 2006 (the “Third Amendment”), and Amendment No. 4 dated August 20, 2007 (the “Fourth Amendment”). Any reference herein to the “Original Agreement, as amended”, refers to the Original Agreement and all amendments, excluding this Fifth Amendment, unless the context otherwise requires. Vertex and CFFT are referred to herein individually as a “Party” and collectively as the “Parties.”


Background

In 1998, CFFT made an award to Aurora Biosciences Corporation (“Aurora”) to conduct a feasibility study using high throughput screening for cystic fibrosis targets. On May 19, 2000, CFFT selected and provided support for Aurora to conduct high throughput screening with respect to the cystic fibrosis transmembrane conductance regulator (“CFTR”) target identified by CFFT. From that time until March 31, 2008 (the “Original Research Term”), Aurora, and then after its merger into Vertex, Vertex, conducted a research program with CFFT’s support aimed at identification and design of “Potentiator” and “Corrector” compounds, both of which are directed as a principal mode of therapeutic action at modulation of the biological effect of CFTR in different ways and with different anticipated results.

On May 24, 2004, the Parties executed the Original Agreement. The Original Agreement contemplated that during the course of the research program, Vertex, with CFFT’s agreement, would select either the Potentiator or the Corrector approach as its Primary Program (as defined in the Original Agreement, as amended), to which a majority of resources under the research program would be directed, and the other approach would be designated as an Alternative Program (as defined in the Original Agreement, as amended), to which the balance of resources would be directed.

In 2005, with the concurrence of CFFT, Vertex selected the Potentiator approach as the Primary Program, and designated a certain Potentiator, VX-770, as a Development Candidate under the terms of the Original Agreement, as amended. On March 16, 2006, the Parties executed the Second Amendment, which provided for funding for the accelerated development of Potentiator Compounds. On November 20, 2006, the Parties executed the Third Amendment, which allocated on-going CFFT funding to the Vertex Potentiator Back-up Program.

To further the discovery of Corrector Compounds of significant potential value as therapeutics, on January 6, 2006, the Parties executed the First Amendment, which provided, among other things, for continued funding for research relating to Corrector Compounds. On August 20, 2007, the Parties executed the Fourth Amendment, which re-allocated certain of the Corrector Research Program funding in order to support accelerated preclinical development of the Corrector Development Candidate VX-809. Upon termination of the Original Research Term, the Original Agreement, as amended, expired pursuant to Section 10.1, and certain provisions, set forth in Section 10.4 of the Original Agreement, as amended, survived.

 

2


As of the date of this Fifth Amendment, Vertex is continuing the clinical development of the Potentiator VX-770, the Corrector VX-809, and a combination regimen of both VX-770 and VX-809. Vertex also is developing the Corrector VX-661, which was discovered during the Original Research Term, and intends to identify VX-661 as a Development Candidate in accordance with Section 3.1 of the Original Agreement, as amended. VX-809 and VX-661, together with any additional Correctors discovered by Vertex during the Original Research Term are referred to in this Fifth Amendment as “First Generation Correctors.”

In furtherance of its charitable purpose to cure and/or mitigate the effects of cystic fibrosis, CFFT intends to provide the additional funding specified in this Fifth Amendment for the research and development of Correctors for cystic fibrosis. This Fifth Amendment sets forth the Parties’ agreement with respect to such (a) additional funding from CFFT to support clinical development of VX-661, (b) additional funding from CFFT for a new research term to conduct further research relating to discovery of additional Corrector Compounds, such newly-discovered compounds to be referred to herein as “Second Generation Correctors,” and (c) clinical development of Second Generation Corrector(s), in accordance with the Original Agreement, as amended, together with this Fifth Amendment; and to amend the Original Agreement, as amended, accordingly.

 

3


Capitalized terms not otherwise defined in this Fifth Amendment shall have the meaning ascribed to them in the Original Agreement, as amended. Terms used in this Fifth Amendment to refer to a Drug Product which is prepared from a specific Drug Product Candidate or Category of Drug Candidate, for example, Drug Product prepared from VX-770 or Second Generation Correctors, shall be referred to herein by identifying the Drug Product Candidate or category, such as VX-770 Drug Product or Second Generation Corrector Drug Product. If specific provisions of this Fifth Amendment are inconsistent with specific provisions of the Original Agreement, as amended, the provisions of this Fifth Amendment, with respect to the subject matter of this Fifth Amendment, shall control. Otherwise the Original Agreement, as amended, to the extent its provisions have survived the termination of the Original Research Term, shall continue to be applicable.

Amendment

In consideration of the mutual covenants set forth in this Fifth Amendment, and other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:

Section 1. First Generation Corrector Development and Development Funding.

1.1 VX-661 as Drug Product Candidate. The Parties agree that VX-661 will be designated as a Development Candidate, and that Vertex has commenced a Development Program with respect thereto. The Corrector JDC in place for VX-809 development shall serve as the JDC for VX-661.

1.2 Development Plan. The Corrector JDC shall review implementation of the overall development plan for VX-661. The development plan shall describe the proposed clinical trial activities, non-clinical development activities, and supply and manufacturing activities for VX-661. Any change in the development plan for VX-661 will be reviewed [***].

 

4


1.3 Budget and Funding. Exhibit 1.3(a) contains a summary that sets forth certain estimated costs of the proposed VX-661 development activities for the period through the completion of the [***]. CFFT agrees to fund up to [***]. The proposed activities and budget[***] for the VX-661 development program may be revised by the Corrector JDC from time to time, provided that the amount of [***] to be reimbursed by CFFT shall not be increased without the written consent of CFFT.

[***]. On the Effective Date CFFT shall pay Vertex [***] (of the total [***] to be funded) [***]. For purposes of this Fifth Amendment, Vertex will provide CFFT with [***] reports within [***] (commencing with the second calendar quarter of 2011) showing expenses incurred and invoices received under the VX-661 development program during the quarter just ended against budgeted expenses for that quarter (which, for the second calendar quarter of 2011, shall include any expenses for activities undertaken during the first calendar quarter of 2011 that were invoiced [***]). Payments due for [***] shall be made by CFFT to Vertex [***] within [***] following receipt by CFFT of an invoice for such VX-661 External Development Costs accompanied by usual and customary documentation of such costs, including copies of Third Party invoices supporting such costs and evidence that the costs relate to the VX-661 development program. All payments shall be made without deduction for withholding or similar taxes in United States dollars to the credit of such bank account as may be designated in writing to CFFT. Any payments that fall due on a date that is a legal holiday in The Commonwealth of Massachusetts may be made on the next following day that is not a legal holiday in The Commonwealth.

 

5


If the development program for VX-661 is discontinued or the VX-661 External Development Costs incurred to advance VX-661 through completion of the [***] are less than [***], CFFT agrees, subject to termination rights by CFFT in accordance with this Fifth Amendment, that any funds remaining from the original [***] funding commitment hereunder will be available to reimburse Vertex for the actual external development costs related to continued development of First Generation Correctors, on the invoicing and payment terms set forth in this Section 1.3 as if it were with respect to VX-661 External Development Costs.

At its sole discretion, CFFT shall have the right to terminate its funding obligation under this Section 1.3, effective upon written notice provided to Vertex [***]. Upon any such funding termination: (a) CFFT shall be responsible to fund only those costs incurred for activities initiated by Vertex and for which Vertex has incurred non-terminable obligations to a Third Party prior to the funding termination; (b) the royalty rates for Net Sales of VX-661 Drug Product and VX-809 Drug Product set forth in Section 5.3.1(b), [***], as illustrated by the examples set forth in Exhibit 1.3(c); and (c) Section 10.6 of the Original Agreement, as amended by this Fifth Amendment, shall terminate and CFFT shall have none of the rights set forth in such Section 10.6.

Section 2. Second Generation Corrector Research and Development Program Funding.

2.1 Research Plan and Program. Beginning on the Effective Date, the “Research Program” will refer to research undertaken under the terms of this Fifth Amendment pursuant to the research plan for Second Generation Corrector Research (which shall be the “Research Plan” referred to in Section 2.4 of the Original Agreement, as amended, and the research conducted under the Research Plan shall be the “Research Program” under the Original Agreement, as amended, and under this Fifth Amendment), an initial version of which is attached hereto as Exhibit 2.1 (the “Second Generation Corrector Research Plan”). The “Research Term” shall begin on the Effective Date and end on the Research Termination Date (as defined in this Fifth Amendment).

 

6


2.2 Budget; Funding Obligation; Payments. The budget for the Research Program [***] (as defined in this Fifth Amendment) is attached hereto as Exhibit 2.2(a) (as revised during the term of the Research Program, the “Second Generation Corrector Research Budget”). CFFT agrees to fund up to [***] of the costs of the Research Program for Second Generation Correctors as set forth herein and in the Second Generation Corrector Research Budget, including Vertex internal costs and external costs, for research and development activities, which for purposes of this Fifth Amendment, shall include all research and development activities undertaken with respect to a Second Generation Corrector or Correctors from [***].

For purposes of this Fifth Amendment, Vertex will provide CFFT with [***] reports within [***] (commencing with the second calendar quarter of 2011) showing expenses incurred and invoices received under the Research Program during the quarter just ended against budgeted expenses for that quarter. The first such report shall be due after completion of the second calendar quarter of 2011, and will cover the period from [***] through the end of that quarter.

Payments due under the Second Generation Corrector Research Budget on account of internal FTEs shall be made by CFFT [***]. Internal FTE costs will be calculated at an annual rate of $[***] per FTE. On the Effective Date CFFT shall pay [***] (of the total [***] to be funded), [***].

 

7


Payments due on account of external costs of the Research Program shall be made by CFFT to Vertex [***] within [***] days following receipt by CFFT of an invoice for such external costs accompanied by usual and customary documentation of such costs, including copies of Third Party invoices supporting such costs and evidence that the costs relate to the Research Program. For all non-United States Dollar expenditures, documentation of the currency conversion rate shall be provided. Each invoice shall also include a quarterly “true-up” of internal FTEs. Accounting and invoicing for expenditures for the Research Program shall be maintained and provided separately from those for the VX-661 development program.

On or before January 31 of each year during the Research Term, Vertex will provide CFFT with an accounting of all internal FTE costs and external research costs (including documentary evidence of external FTEs and other costs, which shall include a yearly FTE true-up) incurred under the Research Program during the most recently concluded calendar year. If CFFT’s funding for any reporting period is in excess of the amount set forth in the Second Generation Corrector Research Budget for that period, the excess amount will be carried over and applied as a credit against CFFT’s required funding in future periods, subject to the limit of CFFT’s funding obligation set forth above. If CFFT’s funding for any reporting period is less than the amount set forth in the Second Generation Corrector Research Budget for that period, the balance remaining will be carried over and added to the budgeted amount for the next reporting period. If there is any unexpended funding provided by CFFT at the termination of the Research Program, it shall be promptly returned to CFFT. To the extent not inconsistent with the provisions of this Amendment, the provisions of Section 4.5 of the Original Agreement, as amended, will apply to the Research Program.

 

8


CFFT agrees to fund up to [***] of external development costs for Second Generation Correctors, as set forth in the estimated development budget in Exhibit 2.2(b), which for purposes of this Fifth Amendment shall include all costs and expenses invoiced by Third Parties, whether for goods or services, associated with the development of a Second Generation Corrector or Correctors at any time after an IND is opened for such Second Generation Corrector or Correctors. Vertex will provide CFFT with [***] reports within [***] showing external expenses incurred in development of Second Generation Corrector(s) during the quarter just ended against budgeted expenses for that quarter. Payments due for such expenses shall be made by CFFT to Vertex [***] within [***] days following receipt by CFFT of an invoice for such expenses accompanied by usual and customary documentation of such costs.

For illustrative purposes, Exhibit 2.2(c) shows the total combined costs to be funded by CFFT for (i) the Second Generation Corrector Research Program (as set forth in greater detail in Exhibit 2.2(a)) and (ii) the estimated external development costs for the clinical development of Second Generation Correctors (as set forth in greater detail in Exhibit 2.2(b)).

All payments made by CFFT under this Section 2.2 shall be made without deduction for withholding or similar taxes in United States dollars to the credit of such bank account as may be designated in writing to CFFT. Any payments that fall due on a date that is a legal holiday in The Commonwealth of Massachusetts may be made on the next following day that is not a legal holiday in The Commonwealth.

2.3 Conduct of Research. Vertex will dedicate a minimum average of [***] FTE scientists (on an annualized basis) to the Research Program during its term[***].

2.4 Termination of Research and/or Development Funding. The Research Term shall end on [***], unless the Research Program is otherwise extended or terminated in accordance with this Fifth Amendment (the “Research Termination Date”). After the Research Termination Date, CFFT shall be responsible to fund only those expenses that do not exceed the Second Generation Corrector Research Budget for activities initiated by Vertex prior to the Research Termination Date and for which Vertex has either incurred non-terminable obligations to a Third Party, or which require a minimal amount of time and/or resources to complete after the Research Termination Date.

 

9


CFFT may in its sole discretion upon [***] notice provided any time after the first anniversary of the Effective Date terminate its funding obligation for the Research Program. In addition, at its sole discretion, CFFT shall have the right to terminate its funding obligations for external development costs for Second Generation Correctors [***]. Upon any such funding termination: (a) CFFT shall be responsible to fund those internal costs incurred for research activities, if any, initiated by Vertex prior to the termination and/or external costs for activities initiated by Vertex and for which Vertex has incurred non-terminable obligations to a Third Party prior to the funding termination; (b) the royalty rates set forth in Sections 5.3.1(c)[***] shall be reduced [***]; and (c) Section 10.6 of the Original Agreement, as amended by this Fifth Amendment, shall terminate and CFFT shall have none of the rights set forth in such Section 10.6.

Section 3. Amendments to Royalty Rates.

3.1 Royalty Rates. Section 5.3.1 of the Original Agreement, as amended, is deleted, and in its place the following shall be inserted:

5.3.1 Net Sales in the Field

(a) Vertex shall pay to CFFT the following royalties on Net Sales

[***]:

 

   

[***]

 

   

[***]

 

   

[***];

[***].

 

10


(b) [***]:

 

   

[***]

 

   

[***].

[***].

(c) [***]:

 

   

[***]

 

   

[***].

[***].

3.2 Section 5.3.2 of the Original Agreement, as amended, is amended by designating the original language as subparagraph (a), and adding the following as subparagraph (b):

(b) “Vertex also shall pay [***] in two equal installments, as set forth below. [***] which would be payable in the following amounts, in each case within [***] after the [***] in which cumulative Net Sales of Drug Products containing VX-661 or VX-809 have reached the following levels:

 

[***]

     

[***]

[***]

     

[***]

[***]

     

[***]

  

[***]

   [***]

 

11


Section 4. Miscellaneous Provisions.

Section 4.1 Interruption. Section 10.6 of the Original Agreement, as amended, shall be deleted in its entirety, and the following substituted therefore:

10.6 Interruption.

10.6.1 Definitions. For purposes of this Agreement, the terms defined in this Section 10.6.1 shall have the following meanings:

10.6.1.1 “Ceased”, with respect to the development of a Development Candidate, will mean that Vertex has ceased commercially reasonable development activity, in accordance with the standards of commercial reasonableness set forth in Section 3.1 of the Original Agreement, as amended, with respect to that Development Candidate for a period of twelve consecutive months.

10.6.1.2 “Follow-on[***].

10.6.1.3 “Lead[***].

10.6.1.4 “Permitted Reason” shall mean, with respect to any Second Generation Corrector:

(a) Vertex has not completed a clinical study of such Second Generation Corrector designed to establish so-called “proof-of-concept (“POC”), but either (i) Vertex obtained evidence that such compound is unlikely to achieve Successful POC; or (ii) such compound failed to demonstrate Successful Pre-Clinical CFTR Correction Activity; or

(b) Vertex completed clinical studies designed to establish POC for the compound and the compound failed to achieve Successful POC.

10.6.1.5 “Successful Pre-Clinical CFTR Correction Activity” shall mean, with respect to any compound, demonstration that the compound [***]; and (b) [***]. [***].

 

12


10.6.1.6 “Successful POC” shall mean demonstration by a compound [***] of [***].

10.6.1.7 “Vertex” for the purpose of this Section 10.6 only shall mean Vertex or any of its Affiliates, licensees, sublicensees, assignees or partners.

10.6.2 Interruption; License to CFFT. If, prior to commercialization by Vertex of a Second Generation Corrector, Vertex has ceased development with respect to all Correctors (first generation and second generation), there shall be deemed to be an “Interruption.” In the event of an Interruption, the following license in favor of CFFT shall become effective:

(a) if Vertex is not commercializing any First Generation Corrector at the time of the Interruption, then CFFT shall have an irrevocable, exclusive worldwide license [***], with the right to sublicense, under the Vertex CF Technology, to develop, manufacture, have manufactured, use, sell, offer to sell and import those Compounds in the Field; or

(b) if Vertex is commercializing a First Generation Corrector at the time of the Interruption, then CFFT shall have an irrevocable, exclusive worldwide license [***], with the right to sublicense, under the Vertex CF Technology, to develop, manufacture, have manufactured, use, sell, offer to sell and import those Compounds in the Field;

provided, however, the license under this Section 10.6.2(b) shall not encompass any Corrector for which Vertex ceased Development for a Permitted Reason.

[***].

 

13


10.6.3. Termination of Interruption Rights. This Section 10.6 shall terminate, and CFFT shall have no further rights hereunder, immediately upon the First Commercial Sale of a Second Generation Corrector Drug Product, and as otherwise provided in this Fifth Amendment.

Section 4.2 Termination upon Vertex Change-in-Control. CFFT shall have the right, exercisable in its sole discretion, to terminate all of its funding obligations under this Fifth Amendment upon a Change-in-Control of Vertex, subject to CFFT’s obligations to fund previously committed amounts in accordance with the provisions of this Fifth Amendment. In the event of any such termination prior to an Interruption (as defined above), the provisions of Section 10.6 shall be terminated and have no further force or effect. For purposes of this Section 4.2, a “Change-in-Control” shall mean that any “person” or “group,” as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (the “Act”), becomes a beneficial owner, as such term is used in Rule 13d-3 promulgated under the Act, of securities of Vertex representing more than [***] of the combined voting power of the outstanding securities of Vertex having the right to vote in the election of directors; or (b) all or substantially all the business or assets of Vertex are sold or disposed of, or Vertex or a subsidiary of Vertex combines with another company pursuant to a merger, consolidation, or other similar transaction, other than (i) a transaction solely for the purpose of reincorporating Vertex or one of its subsidiaries in a different jurisdiction or recapitalizing or reclassifying Vertex’s stock; or (ii) a merger or consolidation in which the shareholders of Vertex immediately prior to such merger or consolidation continue to own at least a majority of the outstanding voting securities of Vertex or the surviving entity immediately after the merger or consolidation.

 

14


Section 4.3 Publicity. The provisions of Section 6.3 of the Original Agreement shall apply to this Fifth Amendment as if it were being entered into as part of the Original Agreement, as amended. The Parties will agree on the timing and content of a press release relating to this Fifth Amendment.

Section 4.4 Third Party Testing.

Upon receipt of a Testing Request (as defined below) from CFFT, Vertex will supply to an Agreed Lab (as defined below) reasonably adequate quantities of the Lead and/or the Follow-on (as such terms are defined in Section 10.6.1, as revised by this Fifth Amendment), as necessary to enable the Agreed Lab to conduct in vitro testing of the efficacy and potency of either or both of such Compounds [***] (for purposes of this Section 4.4, the “Vertex Assay”). All such testing will be undertaken at the expense of CFFT in addition to any funding otherwise provided hereunder.

An “Agreed Lab” is a commercial testing laboratory unaffiliated with either CFFT or Vertex and reasonably acceptable to both, which (a) specializes in rendering services to the pharmaceutical industry and has nationally recognized expertise in the testing of pharmaceutical compounds; (b) has a superior reputation for integrity in dealing with the proprietary information of others and would be free of any real or apparent conflict of interest in performing the services which are the subject of this Section 4.4; and (c) is bound by the terms of a confidentiality agreement with Vertex which is customary in form and content, which covers the testing contemplated by this Section 4.4, and which permits the Agreed Lab to report directly to CFFT and Vertex the results which it obtains with respect to efficacy and potency of the Lead and/or Follow-on. The Agreed Lab will adhere strictly to testing protocol approved by Vertex and shall be required to report all testing results directly to both CFFT and Vertex. [***].

 

15


A “Testing Request” is a written request relating to the testing of either the Lead or Follow-on, which is delivered by CFFT to Vertex within the [***] period beginning upon receipt by CFFT of notification from Vertex of its identification of such Compound as Development Candidate.

Vertex and CFFT acknowledge that the use of a commercially available assay equivalent to the Vertex Assay for the testing of the Lead and Follow-on may yield results which are less robust than the results obtained by use of the Vertex Assay. The Parties also acknowledge that the transfer of the Vertex Assay to an Agreed Lab may be difficult, and the results less than satisfactory, without a commitment of substantial time and effort by Vertex which, if undertaken, may adversely impact the progress of the Research Program. Therefore, the parties agree that Vertex’s responsibility for the testing provided under this Section 4.4 shall be limited as follows: (a) Vertex will cooperate with CFFT in the selection of an Agreed Lab , as may be requested by CFFT, and thereafter will assist in the determination whether commercially available assays conducted by the Agreed Lab are likely to provide satisfactory results; (b) Vertex will provide the Agreed Lab with requisite amounts of each Compound, in connection with Testing Requests from CFFT as provided above, out of any supplies which Vertex may have on hand; (c) Vertex will provide telephone consulting to appropriate representatives of the Agreed Lab concerning applicable assay methodology; (d) if the parties conclude that conventional testing will not yield adequate results, and upon the written request of CFFT rendered with due regard to the [***] to establish an assay based on proprietary protocols from Vertex, Vertex will provide the Vertex Assay to the Agreed Lab sufficiently in advance of any testing provided for in this Section 4.4 to accommodate such testing, under provisions of confidentiality, restricted access and non-use (for other than testing hereunder), and will ensure that appropriate Vertex representatives are available by telephone from time to time to answer questions and otherwise assist the Agreed Lab representatives in their efforts to establish the Vertex Assay. Vertex shall in no event be responsible for any failure by the Agreed Lab to establish an effective assay using Vertex’s protocols, nor shall any time periods provided herein for action by CFFT be extended by reason of any such failure.

 

16


Section 5. Original Agreement Ratified; Certain Expired Provisions Reinstated.

In all other respects, the Original Agreement, as amended, to the extent unexpired, is hereby ratified and confirmed. The following provisions, which expired under the Original Agreement, as amended, as a result of the conclusion of the Original Research Term, are hereby reinstated effective on the Effective Date solely for the purposes and to the extent applicable to the subjects addressed in this Fifth Amendment: 2.4.1, 2.6, 2.7, 2.8, 10.1, 10.4, and Article XIII, and all other provisions that have expired as of the Effective Date, whether set forth in the Original Agreement or any amendment to the Original Agreement, shall have no force or effect as a result of the execution of this Fifth Amendment.

[Signature Page Follows]

 

17


In witness whereof, the Parties hereto have executed this Agreement as of the day and year first above written.

 

VERTEX PHARMACEUTICALS,     CYSTIC FIBROSIS FOUNDATION
INCORPORATED     THERAPEUTICS, INCORPORATED
By:  

/s/ Matthew W. Emmens

    By:  

/s/ Robert J. Beall

Title:   Chairman, CEO & President     Title:   President & CEO
Date:   April 4, 2011     Date:   April 4, 2011

 

18


Exhibit 1.3(a)

[***]

 

19


Exhibit 1.3(b)

[***]

 

20


Exhibit 1.3(c)

[***]

 

21


Exhibit 2.1

Second Generation Corrector Research Plan

[***]

 

22


Exhibit 2.2(a)

[***]

 

23


Exhibit 2.2(b)

[***]

 

24


Exhibit 2.2(c)

[***]

 

25


Exhibit 2.4

[***]

 

26

EX-10.13 9 d862976dex1013.htm EX-10.13 EX-10.13

Exhibit 10.13

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,

Dated May 24, 2004 by and between

Vertex Pharmaceuticals Incorporated

And

Cystic Fibrosis Foundation Therapeutics Incorporated

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.

Whereas, CFFT and Vertex have been engaged in discussions relating to several aspects of the Agreement, including (a) the appropriate means for allocating Net Sales of Combination Products among the components thereof for purposes of determining royalties under the Agreement, (b) the application of certain royalty provisions of the Agreement to Net Sales of certain Drug Products, and (c) the rights and obligations of the parties with respect to certain chemical compounds that Vertex represented were first synthesized and/or tested after February 28, 2014. The parties have reached agreement on the matters under discussion, and wish to memorialize such agreement pursuant to this Amendment No. 7 executed on October 13, 2016 (the “Execution Date”).

Whereas, CFFT entered into an agreement with RPI Finance Trust (“RP”) pursuant to which it has assigned and transferred to RP certain of its rights under the Agreement, including its right to receive certain royalty payments from Vertex under the Agreement. Solely for purposes of Sections 6, 8, 9, 10, 11, 12.1 and 13 of this Amendment No. 7, and as a material inducement for Vertex to enter into this Amendment No. 7, RP is a signatory to this Amendment No. 7.

Whereas, nothing in this Amendment No. 7. is intended to alter CFFT’s original charitable purpose for entering into the Agreement.

Whereas, in connection with this Amendment No. 7, on or about the date hereof, the Cystic Fibrosis Foundation and Vertex are entering into a Data License Agreement.

Now, therefore, in consideration of the mutual covenants set forth in this Amendment No. 7, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, effective as of September 1, 2016 (the “Amendment No. 7 Effective Date”), the parties agree as follows:


1.Definitions.

1.1 Additional Definitions. The following defined terms shall be added to Section 1 of the Agreement in alphabetical order:

(a) “Additional Compound” means each chemical compound listed on Exhibit 2016-A and [***]. Vertex represents that each such compound was first synthesized and/or tested by or under the direction of Vertex on or after March 1, 2014 and on or prior to August 31, 2016 (the “Additional Term”) in connection with Vertex’s research and development of Correctors for the treatment of cystic fibrosis. A list of the Additional Compounds (other than [***]) is set forth in Exhibit 2016-A. Each such compound is listed by its VRT number, a designation given to each unique chemical structure by Vertex. Any compound first synthesized and/or tested by Vertex after the Additional Term that is assigned its own VRT number consistent with Vertex’s historical practices, including any such compound derived from any Additional Compound, shall not be an Additional Compound for purposes of this Agreement unless such compound is [***] of a compound set forth in Exhibit 2016-A.

(b) “Additional Product” means a pharmaceutical product or formulation comprising, in whole or in part, an Additional Compound. For clarity, in no event will an Additional Product be deemed to be a Drug Product.

(c) “Corrector” means any compound which as its principal mode of therapeutic action, modulates the biological effect of CFTR by increasing the amount of functional del508 CFTR present at the apical cell membrane.

(d) “CF Spend” means, with respect to a given period, the aggregate (i) [***] (ii) [***] in each case incurred by [***]during such period in connection with [***], including, without limitation, [***].

(e) “FTE Rate” means [***]; provided that such rate will increase or decrease on [***]. The FTE Rate includes (i) all wages and salaries, employee benefits, bonus, travel and entertainment, supplies and other direct expenses and (ii) indirect allocations, including all general and administrative expenses, human resources, finance, occupancy and depreciation.

(f) A [***] of an Additional Compound shall mean a compound that (A) is [***]such Additional Compound as evidenced by [***], and (B) at [***], such Additional Compound represents in [***] of the compound and its [***].

1.2 Net Sales. Section 1.25 of the Agreement is deleted in its entirety and replaced with the following:

1.25 “Net Sales” with respect to any Drug Product or Additional Product shall mean the gross amount invoiced by Vertex and any Vertex Affiliate, licensee, sublicensee, assignee or transferee for that Drug Product or Additional Product sold in bona fide, arms-length transactions to Third Parties for use in the Field, less (i) quantity and/or cash discounts from the gross invoice price which are actually allowed or taken; (ii) freight, postage and insurance included in the invoice price; (iii) amounts repaid or credited by reasons of rejections or return of goods or because of retroactive price reductions specifically identifiable to the Drug Product or Additional Product; (iv) amounts payable resulting from government (or agency thereof) mandated rebate programs; (v) third-party rebates to the extent actually allowed; (vi) invoiced customs duties and sales taxes


(excluding income, value-added and similar taxes), if any, actually paid and directly related to the sale that are not reimbursed by the buyer; and (vii) any other specifically identifiable amounts included in the Drug Product’s or Additional Product’s gross invoice price that should be credited for reasons substantially equivalent to those listed above; all as determined in accordance with Vertex’s usual and customary accounting methods, which are in accordance with generally accepted accounting principles.

1.25.1 In the case of any sale or other disposal of a Drug Product or Additional Product between or among Vertex and its Affiliates, licensees, sublicensees, assignees or transferees for resale, Net Sales shall be calculated as above only on the value charged or invoiced on the first arm’s-length sale thereafter to a Third Party;

1.25.2 In the case of any sale which is not invoiced or is delivered before invoice, Net Sales shall be calculated at the time of shipment or when the Drug Product or Additional Product is paid for, if paid for before shipment or invoice;

1.25.3 In the case of any sale or other disposal for value, such as barter or counter-trade, of any Drug Product or Additional Product, or part thereof, other than in an arm’s length transaction exclusively for money, Net Sales shall be calculated as above on the value of [***] or the [***] of the Drug Product or Additional Product in the country of sale or disposal;

1.25.4. If the Drug Product or Additional Product is sold in finished dosage form with one or more other active pharmaceutical ingredients (“Combination Product”), which may include Drug Product(s), Additional Product(s) and other active pharmaceutical ingredients that are not Drug Product(s) or Additional Product(s) (each such other ingredient, a “Non-royalty Bearing Component”), the Net Sales of each Drug Product or Additional Product, for the purposes of determining royalty payments under this Agreement, shall be determined by multiplying the Net Sales of the Combination Product by the fraction 1/n, where “n” is the total number of active ingredients (including the Drug Product(s), Additional Product(s) and Non-royalty Bearing Component(s)) in such Combination Product. For example, if a Combination Product consists of one Drug Product, one Additional Product and one Non-royalty Bearing Component, then Net Sales of the Combination Product shall be allocated one-third to each of the three (3) active pharmaceutical ingredients in such Combination Product (i.e. 1/3rd to the Drug Product, 1/3rd to the Additional Product and 1/3rd to the Non-royalty Bearing Component). For the avoidance of doubt, no royalty will be paid to CFFT under this Agreement with respect to any portion of Net Sales allocated to a Non-royalty Bearing Component as provided above.

2. Royalties. Section 5.3.1 of the Agreement is deleted in its entirety and replaced with the following:

5.3.1 Net Sales in the Field.

(a) Original Drug Products. Vertex shall pay to CFFT the following royalties on aggregate Net Sales of [***] Drug Product, First [***]) and Second Generation Corrector Drug Products (together, the “Original Drug Products”) in the Field:

(i) [***] Net Sales of Original Drug Products in the Field that are [***];

(ii) [***] Net Sales of Original Drug Products in the Field [***].


The foregoing rates shall be effective as of [***]. All royalties payable on the Original Drug Products for the period from [***] through [***] shall be payable in accordance with the methodology for calculating royalties on Original Drug Products contained in the royalty reports delivered by Vertex to CFFT for the first and second calendar quarters of 2016.

(b) [Intentionally Omitted].

(c) [Intentionally Omitted].

(d) Additional Products. Vertex shall pay to CFFT the following royalties on Net Sales of Additional Products in the Field:

 

  i.

For Additional Products containing Additional Compounds first synthesized and/or tested by or under the direction of Vertex during the period commencing on [***] and ending on and including [***]: [***] of annual Net Sales of such Additional Product in the Field;

 

  ii.

For Additional Products containing Additional Compounds first synthesized and/or tested by or under the direction of Vertex during the period commencing on [***] and ending on and including [***]: [***] of annual Net Sales of such Additional Products in the Field; and

 

  iii.

For Additional Products containing Additional Compounds first synthesized and/or tested by or under the direction of Vertex during the period commencing on [***] and ending on and including [***]: [***] of annual Net Sales of such Additional Products in the Field.

(e) Royalties Payable Once. Royalties on Net Sales of any Drug Product and Additional Product will be payable only once and if there are Drug Products and/or Additional Products in a Combination Product, royalties shall only be paid once for each Drug Product or Additional Product, as applicable, with respect to the portion of the Net Sales of the Combination Product that is allocated to such Drug Product or Additional Product as provided in Section 1.25.4.

(f) Application of Royalty Provisions to ORKAMBI Net Sales. For purposes of clarity, (1) ORKAMBI is a Combination Product consisting of two Original Drug Products, VX-770 Drug Product and VX-809 Drug Product, and (2) accordingly, royalties on Net Sales of ORKAMBI shall be payable as follows: under the Combination Product principles set forth in Section 1.25.4, 1/n, where n=2, or fifty percent (50%) of Net Sales of ORKAMBI shall be allocated to each of the VX-770 Drug Product and the VX-809 Drug Product. An illustrative example of the calculation of royalties on Net Sales of ORKAMBI and KALYDECO (i.e., VX-770 Drug Product sold not as a Combination Product) is attached hereto as Exhibit 2016-B.

(g) Additional Example. For purposes of clarity, if Vertex were to sell a Combination Product consisting of VX-770 Drug Product, an Additional Product described in Section 5.3.1(d)(i) and an Additional Product described in Section 5.3.1(d)(ii), royalties on Net Sales of such Combination Product shall be payable as follows: under the Combination Product principles set forth in Section 1.25.4, one third (1/3) of Net Sales of such Combination Product shall be allocated to each of the VX-770 Drug Product and the first and second Additional Products, and royalties on the portion of Net Sales allocated to the VX-770 Drug Product would be payable under Section 5.3.1(a), royalties on the portion of Net Sales allocated to the Additional Product described in


Section 5.3.1(d)(i) would be payable under Section 5.3.1(d)(i) and royalties on the portion of Net Sales allocated to the Additional Product described in Section 5.3.1(d)(ii) would be payable under Section 5.3.1(d)(ii). An illustrative example of such calculation is attached hereto as Exhibit 2016-C.

(h) Calendar Year. For the avoidance of doubt, each calculation of annual Net Sales shall be calculated on the basis of a calendar year from January 1 of such calendar year through December 31 of such calendar year.

(i) Third Party Compounds. For purposes of this Agreement, Compounds and Additional Compounds shall not include any chemical compound as to which rights are or were acquired by Vertex or any of its Affiliates from bona fide Third Party entities after [***], whether by merger, acquisition of shares, asset acquisition, license or other means of conveyance whether or not Vertex or its Affiliates or any third party acting under Vertex’s or its Affiliate’s direction evaluated such compound prior to [***]. For example, [***].

(j) Reporting on Additional Product. The reporting and payment provisions set forth in Section 5.4 of the Agreement shall apply to Additional Products (substituting “Additional Product” for “Drug Product” therein).

3. Dispute Resolution. Section 12.2 of the Agreement is deleted in its entirety and replaced with the following:

12.2 Dispute Resolution Process.

(a) In the event of any dispute, controversy or claim arising out of or relating to this Agreement, or the rights and obligations of Vertex, CFFT and RP in relation thereto, Vertex, CFFT and RP, each on its own behalf and on behalf of its predecessors, successors, assigns, officers, directors, employees, trustees, parents, subsidiaries and Affiliates, shall, before initiating any action under Section 12.2(b), refer the relevant dispute, controversy or claim to the Chief Executive Officers of Vertex, CFFT and (in the event RP has an interest in such dispute, controversy or claim) RP, who shall, as soon as practicable, attempt in good faith to resolve the dispute, controversy or claim. If such dispute, controversy or claim is not resolved within [***] after the referral of the matter to the Chief Executive Officers, Vertex or CFFT (jointly with RP, if applicable) may initiate proceedings pursuant to Section 12.2(b) below.

(b) (i) Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be adjudicated by confidential arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules (including Procedures for Large Complex Cases) and judgment on the award rendered by the arbitrators shall be final, not subject to appeal and may be entered in any court having jurisdiction thereof. The place of arbitration shall be New York, New York.

(ii) Claims shall be heard by a panel of three arbitrators. Each party shall select (or, if RP is a party to such claim, CFFT and RP shall jointly select) one arbitrator and shall provide notice of such selection with its initial pleading. The two arbitrators selected by the parties (and RP, if applicable) shall select a third arbitrator within thirty days after the notice of the second arbitrator’s selection. If the arbitrators selected by the parties (and RP, if applicable) are unable or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the American


Arbitration Association from its Large, Complex Commercial Case Panel. Each party (and RP, if applicable) shall bear its own costs and expenses and an equal share (with CFFT and RP jointly bearing [***], if applicable) of the arbitrators’ fees and administrative fees of arbitration. The award of the arbitrators shall be accompanied by a reasoned opinion. Except as may be required by law, neither a party nor RP nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties (and RP, if applicable).

4. Confidentiality.

4.1 Undertaking. The phrase “During the term of this Agreement” shall be deleted from the first sentence of Section 6.1 of the Agreement.

4.2 Survival. Section 6.4 of the Agreement is deleted in its entirety and replaced with the following:

The provisions of this Article VI shall survive until the [***] of the date of expiration of all payment obligations under this Agreement.

5. Additional Exhibits. The new Exhibits 2016-A, Exhibit 2016-B and Exhibit 2016-C shall be added to and become part of the Agreement.

6. Acknowledgement Regarding Past Royalties and Drug Products and Additional Products.

6.1 CFFT and RP acknowledge and agree that no royalties in excess of the royalties already paid by Vertex to CFFT (and its assignees) are due to CFFT (or its assignees) based on Net Sales of Drug Products occurring prior to June 30, 2016.

6.2 CFFT and RP agree that subject to the definitions of Compound and Additional Compound, no chemical compound that is first synthesized and/or tested by or under the direction of Vertex after August 31, 2016 shall be considered a Compound or Additional Compound under the Agreement regardless of any such chemical compound’s structural, chemical or other similarity to a chemical compound first synthesized and/or tested by or under the direction of Vertex prior to August 31, 2016.

7. Program Awards by CFFT to Vertex.

7.1 CFFT shall award Vertex a one-time, non-refundable, non-creditable sum of $75.0 million payable [***] after the Execution Date by wire transfer of immediately available funds to an account designated by Vertex for expenditures in connection with research and development efforts regarding Original Drug Products and Additional Products.

7.2 For so long as Vertex is conducting (or has a bona fide intention of conducting in the future) at least [***] to evaluate an Original Drug Product or an Additional Product, CFFT shall provide [***] awards to Vertex of [***], with the first payment due on [***], to support research and development efforts regarding Original Drug Products and Additional Products; provided, that if Vertex and its Affiliates have collectively incurred [***] in CF Spend during the [***] period ending on the [***] (the “[***] Period”), the amount to be paid by CFFT on the applicable payment date will be reduced to an amount equal to [***] less the amount by which the aggregate amount of CFFT’s awards under this Section 7.2 during such [***] Period exceed [***] of the applicable CF Spend during such [***] Period. Any negative amount will be carried forward


and used to reduce any awards otherwise due hereunder. For so long as CFFT is obligated to provide Vertex with funding under this Section 7.2, at least [***] prior to the date on which each such payment is due, Vertex will provide CFFT with a high-level summary of the CF Spend during the applicable [***] Period (including the total number of FTEs and a break-out of the total amount of internal costs and out-of-pocket costs incurred), together with a certificate of an officer of Vertex certifying the accuracy of such high-level summary.

8. Release.

8.1 CFFT and RP and each of their predecessors, successors, assigns, officers, directors, employees, trustees, parents, subsidiaries and Affiliates fully, finally and forever release, relinquish, acquit and discharge Vertex and each of its predecessors, successors, assigns, officers, directors, employees, trustees, parents, subsidiaries, Affiliates, customers, suppliers and distributors (each individually a “Vertex Releasee”) of and from, and covenant not to sue, not to assign to any other entity a right to sue, and not to authorize any other entity to sue any Vertex Releasee for any and all Losses (as defined below) of every name and nature, both at law and in equity, known or unknown, suspected or unsuspected, accrued or unaccrued that (a) arise out of or relate to the Agreement and (b) existed as of the Execution Date. This release shall not prevent or impair the right of CFFT or RP to bring a claim for any breach of the Agreement, as amended, arising on or after the Execution Date or for breach of a representation, warranty, or covenant made in this Amendment No. 7.

8.2 Vertex and each of its predecessors, successors, assigns, officers, directors, employees, trustees, parents, subsidiaries and Affiliates fully, finally and forever release, relinquish, acquit and discharge CFFT and RP and each of their predecessors, successors, assigns, officers, directors, employees, trustees, parents, subsidiaries, Affiliates, customers, suppliers and distributors (each individually a “CFFT Releasee” or “RP Releasee”), of and from, and covenant not to sue, not to assign to any other entity a right to sue and not to authorize any other entity to sue, any CFFT Releasee or RP Releasee for any and all Losses of every name and nature, both at law and in equity, known or unknown, suspected or unsuspected, accrued or unaccrued that (a) arise out of and relate to the Agreement and (b) existed as of the Execution Date. This release shall not prevent or impair Vertex from making a claim for any breach of the Agreement, as amended, arising on or after the Execution Date or for breach of a representation, warranty, or covenant made in this Amendment No. 7.

8.3 Each party waives to the fullest extent permitted by law the provisions and benefits of Section 1542 of the California Civil code, which provides that:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement to the debtor.”

8.4 “Losses” shall mean claims, actions, causes of actions, suits, defenses, judgments, debts, offsets, accounts, covenants, contracts, agreements, torts, damages and any and all demands and liabilities whatsoever, including costs, expenses and attorneys’ fees.

8.5 Each party represents, warrants and covenants that it has not heretofore assigned or transferred to any person or entity any matters released by such party in this Section 8, and such party agrees to indemnify and hold harmless the other party and its Releasees from and against any Losses arising from any such alleged or actual assignment or transfer.


9. Agreement to be Bound. RP (on its own behalf and on behalf of its predecessors, successors, assigns, officers, directors, employees, trustees, parents, subsidiaries and Affiliates) agrees to be bound by (a) the dispute resolution procedures set forth in Section 12.2 of the Agreement (as amended by Section 3 of this Amendment No. 7) and (ii) Sections 6, 8, 9, 10, 11, 12.1 and 13 of this Amendment No. 7.

10. Communications. Notwithstanding Section 6.3 of the Agreement, Vertex, CFFT and RP (and their respective predecessors, successors, assigns, officers, directors, employees, trustees, parents, subsidiaries and Affiliates) agree that any public or private communication regarding the terms of this Amendment No. 7, shall be made in the form of, or in a manner consistent with, Schedule 1 to this Amendment No. 7; provided that (a) Vertex, CFFT and RP may disclose the terms of this Amendment No. 7 to the extent required by applicable law and/or in connection with arbitration under this Agreement, (b) RP and CFFT may disclose the terms of this Amendment No. 7 in their audited financial statements to the extent so required by their independent accountants, and include comparable disclosure in its unaudited quarterly financial statements, (c) RP may disclose the terms of this Amendment No. 7 to its existing and prospective lenders and equity investors so long as such parties are subject to reasonable restrictions of confidentiality and (d) CFFT may disclose the terms of this Amendment No. 7 to Canada Pension Plan Investment Board.

11. [***]. Vertex agrees that it shall not at any time [***] regarding [***] current or former directors, officers, stockholders, employees, agents, attorneys or representatives, any of the other CFFT Releasees or RP Releasees under Section 8, or regarding CFFT’s or RP’s [***]. CFFT [***] each agree that neither of them shall at any time [***] regarding Vertex or Vertex’s current or former directors, officers, stockholders, employees, agents, attorneys or representatives, any of the other Vertex Releasees under Section 8, or regarding Vertex’s [***].

12. Representations and Warranties; Covenants.

12.1 Mutual Representations. Each party represents and warrants to the other party that (a) such party is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its establishment or incorporation, (b) such party has taken all action necessary to authorize it to enter into this Agreement and perform its obligations under this Amendment No. 7, (c) this Amendment No. 7 has been duly executed and delivered on behalf of such party and constitutes a legal, valid and binding obligation of such party and (d) neither the execution of this Amendment No. 7 nor the performance of such party’s obligations hereunder will conflict with, result in a breach of, or constitute a default under any provision of such party’s organizational documents, or of any law, rule, regulation, authorization or approval of any government entity, or of any agreement to which it is a party or by which it is bound.

12.2 Vertex Representation. Vertex represents and warrants to CFFT that Exhibit 2016-A was prepared in good faith by Vertex based on its business records and includes all compounds first synthesized and/or tested by Vertex in connection with its research and development of Correctors during the Additional Term, [***]. If the parties agree (or the arbitrators acting under Section 12.2 of the Agreement determine) that any compound that was first synthesized and/or tested by Vertex in connection with its research and development of Correctors during the Additional


Term is not included in Exhibit 2016-A, such compound shall be added to Exhibit 2016-A, will be an Additional Compound, and shall be treated as having been included in Exhibit 2016-A as of the Amendment No. 7 Effective Date. The addition of such compound to Exhibit 2016-A and the application of the terms of this Agreement to such compound will be CFFT’s sole and exclusive remedies for any good-faith failure to include such compound on Exhibit 2016-A. Vertex represents and warrants as of the Amendment No. 7 Effective Date that no Correctors other than [***] have been advanced into clinical trials and that Vertex has a bona fide intention to advance one or more Additional Products other than [***],[***] into clinical trials in the [***] following the Amendment No. 7 Effective Date, subject to further assessment of efficacy and safety.

12.3 Vertex Covenant. If, at any time following the Amendment No. 7 Effective Date, Vertex files a new drug application with the United States Food and Drug Administration for marketing approval pursuant to 21 C.F.R. § 314.3 or submits a similar application to any regulatory authority in any other country or jurisdiction, in each case, with respect to any product containing a Corrector, if requested by CFFT in writing, Vertex will provide CFFT with reasonably detailed information regarding the date on which each such compound was first synthesized and/or tested by or at the direction of Vertex as part of its research and development of Correctors. Except as set forth in this Section 12.3, and subject to CFFT’s right to enforce representations and obligation herein, Vertex will not be obligated to provide CFFT with any information regarding the date on which any compound was first synthesized and/or tested by or at the direction of Vertex as part of its research and development of Correctors.

13. Assignment. None of the Agreement, nor any Compound, any Original Drug Product or Additional Compound, or any rights to any Compound or Additional Compound, may be transferred or assigned by Vertex without the prior written consent of CFFT, except that, Vertex may transfer all of its rights in the Agreement and all Compounds, Original Drug Products, and Additional Compounds, but only if the transferee or assignee executes and delivers to CFFT an agreement to assume all of Vertex’s obligations under the Agreement. CFFT may transfer or assign its rights under the Agreement solely as provided in the Agreement. RP may not assign or transfer its rights under this Amendment No. 7.

14. Existing Agreement Ratified. As amended and supplemented hereby, all terms and provisions of the Agreement in effect immediately prior to the Amendment No. 7 Effective Date shall remain in full force and effect. For the avoidance of doubt, the following sections from the Agreement remain in effect, as amended by this Amendment No. 7 and prior amendments: Articles V, VI (for the period of time specified therein), VII (for the period of time specified therein), VIII, IX, XI, XII, XIII and any other provision of the Agreement that, by its terms, survives the termination of the Agreement. If specific provisions of this Amendment No. 7 are inconsistent with specific provisions of the Agreement, the provisions of this Amendment No. 7 shall control. This Amendment No. 7 may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitutes one and the same agreement. Vertex, CFFT and RP may execute this Amendment No. 7 by electronically transmitted signature and such electronically transmitted signature will be as effective as an original executed signature page.

[Signature Page Follows]


In WITNESS WHEREOF, the undersigned have executed this Amendment No. 7 on the Execution Date effective as of the Amendment No. 7 Effective Date.

 

CYSTIC FIBROSIS FOUNDATION

THERAPEUTICS INCORPORATED

  

VERTEX PHARMACEUTICALS

INCORPORATED

By:   

/s/ Preston Campbell

   By:   

/s/ Ian Smith

Name:    Preston Campbell    Name:    Ian Smith
Title:    President & CEO    Title:    EVP& CFO

SOLELY FOR PURPOSES OF SECTIONS 6, 8, 9, 10, 11, 12.1 AND 13 OF THIS AMENDMENT NO. 7, RP HAS EXECUTED THIS AMENDMENT NO. 7 ON THE EXECUTION DATE EFFECTIVE AS OF THE AMENDMENT NO. 7 EFFECTIVE DATE.

RPI FINANCE TRUST

 

By:  

Wilmington Trust Company, not

in its individual capacity but

solely in its capacity as owner trustee

 

RPI FINANCE TRUST
By:  

Wilmington Trust Company, not

in its individual capacity but

solely in its capacity as owner trustee

By:  

/s/ Eric A Kardash

Name:   Eric A Kardash
Title:   Assistant Vice President

It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by Wilmington Trust Company, not individually or personally, but solely as owner trustee of RPI Finance Trust, (ii) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, any such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, and (iii) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of RPI Finance Trust.


Exhibit 2016-A

Additional Compounds

[***]


Exhibit 2016-B

KALYDECO & ORKAMBI Example

If annual Net Sales of KALYDECO are equal to [***] and annual Net Sales of ORKAMBI are equal to [***], and no other products containing VX-770 Drug Product or VX-809 Drug Product or any other Original Drug Product are sold in the applicable calendar year, the royalty payable to CFFT by Vertex would be calculated as follows:

 

[***]

   $ [ ***] 

[***]

   $ [ ***] 

[***]

   $ [ ***] 

[***]

   $ [ ***] 

[***]

   $ [ ***] 

Royalty Paid on Original Drug Products:

  

[***]

   $ [ ***] 

[***]

   $ [ ***] 

Total Royalty:

   $ [ ***] 


Exhibit 2016-C

Additional Example

If annual Net Sales of the Combination Product described in Section 5.3.1(g) are equal to [***] and no other products containing any of the components of such Combination Product or any Original Drug Product or Additional Product either separately or as part of another unrelated Combination Product, are sold in the applicable year, the royalty payable to CFFT by Vertex would be calculated as follows:

 

[***]

   $ [ ***] 

[***]

   $ [ ***] 

[***]

   $ [ ***] 

[***]

   $ [ ***] 

[***]:

  

[***]

   $ [ ***] 

[***]

   $ [ ***] 

Royalty Paid on Additional Product under Section 5.3.1(d)(i):

  

Total Annual Net Sales [***]

   $ [ ***] 

Royalty Paid on Additional Product under Section 5.3.1(d)(ii):

  

Total Annual Net Sales [***]

   $ [ ***] 

Total Royalty:

   $ [ ***] 


Schedule 1

Publicity

Item 1.01. Entry into a Material Definitive Agreement

The information contained in Item 8.01 regarding the Amendment is incorporated herein by reference.

Item 8.01 Other Events

On October 13, 2016, we amended and expanded our Research, Development and Commercialization Agreement (the “Collaboration Agreement”), dated May 24, 2004, by and between Cystic Fibrosis Foundation Therapeutics Incorporated (“CFFT”) and Vertex Pharmaceuticals Incorporated (the “Amendment”), in order to update and clarify the terms of our relationship. The Amendment provides for an upfront program award from CFFT to us of $75.0 million and development funding from CFFT to us of up to $6.0 million annually. Pursuant to the Amendment, we have agreed to pay royalties ranging from low single digits to mid-single digits on certain compounds first synthesized and/or tested between March 1, 2014 and August 31, 2016. We will continue to pay royalties ranging from single digits to sub-teens on any approved drugs first synthesized and/or tested on or before February 28, 2014. The parties also clarified that net sales on combination products will be allocated equally to each of the active pharmaceutical ingredients in the combination product consistent with the allocation of net sales for ORKAMBI and provided further clarification with respect to the calculation of royalties on products covered by the Collaboration Agreement.

Independently, we entered into a data license agreement with the Cystic Fibrosis Foundation pursuant to which we will pay for continuing access to data from the CFF’s patient registry, which we believe will be important for research, development and approval of future CF medicines.

EX-10.14 10 d862976dex1014.htm EX-10.14 EX-10.14

Exhibit 10.14

AMENDED AND RESTATED MANAGEMENT AGREEMENT

Dated as of             , 2020

This AMENDED AND RESTATED MANAGEMENT AND SERVICES AGREEMENT (this “Agreement”) is effective as of the         day of        , 2020,         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).

R E C I T A L S:

WHEREAS, the ICAV is a closed-ended collective asset-management vehicle with registered number C400096, authorized by the Central Bank of Ireland as a qualifying investor alternative investment fund pursuant to the AIF Rulebook formed for the purpose of investing in Portfolio Investments;

WHEREAS, pursuant to an Investment Management Agreement dated February 7, 2020 (the “Original Investment Management Agreement”), the ICAV appointed the Manager as investment manager and AIFM of the ICAV in order to avail itself of the experience, sources of information, advice and assistance of the Manager and to have the Manager perform various investment management services for the ICAV; and to carry on the business of providing investment management services;

WHEREAS, the parties have determined to amend and restate the terms upon which the Manager will provide the ICAV with management and advisory services and to act as the AIFM of the ICAV on the terms and subject to the conditions hereinafter contained.

WHEREAS, the Manager will continue to perform such services under the terms and conditions as set forth herein and in accordance with the terms of the Instrument of Incorporation of the ICAV (“Organizational Documents”) and subject to the oversight of the Board of Directors.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to amend and restate the Original Investment Management Agreement with effect from the date hereof as follows:


Section 1. Definitions.

Unless otherwise expressly provided in this Agreement, the following terms used in this Agreement shall have the following meanings:

 

Administrator

   State Street Fund Services (Ireland) Limited, or such other person from time to time providing administration services to the ICAV.

Advisers Act

   means the U.S. Investment Advisers Act of 1940, as amended.

Affiliate

   with respect to any specified Person, any Person directly or indirectly Controlling, Controlled by or under common Control with such Person; provided that for purposes of this Agreement, each of the ICAV and Pharmakon shall not be deemed to be an Affiliate of the Manager.

Agreement

   shall have the meaning set forth in the preamble of this Agreement.

AIF

   means alternative investment fund as defined in the AIFMD and, by reference to this Agreement, means the ICAV.

AIFM

   means alternative investment fund manager as defined in the AIFMD and, by reference to this Agreement, means the Manager.

AIFMD

   Directive 2011/69/EU on Alternative Investment Fund Managers and any subordinate legislation enacted thereunder, as each may be amended, extended or re-enacted from time, and as implemented in any relevant member state of the European Economic Area.

AIF Rulebook

   the rulebook and any guidelines issued by the Central Bank from time to time setting out the conditions imposed on AIFMs and AIFs.

Applicable Party

   means EPA Holdings, the Manager or an executive of the Manager or EPA Holdings (including Mr. Legorreta).

Board of Directors

   means the board of directors of the ICAV.

Broken Deal Expenses

   means any expenses listed in Section 18(i) and (j) (ICAV Expenses) to the extent they relate to unconsummated Portfolio Investment transactions and are not reimbursed to the ICAV by another Person.

Business Day

   means a day which is not a Saturday, Sunday or a day on which banks in New York City, Dublin and London are authorized or required by law to close.

Cash Receipts

   with respect to each Portfolio Investment, all cash proceeds received in respect of such Portfolio Investment during the applicable period.

 

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Cause

   will exist where (i) an Applicable Party has committed (or in the case of Applicable Parties who are executives, caused EPA Holdings or the Manager to commit) a material breach of the governing documents of the ICAV, the limited partnership agreement of a Continuing Investors Partnership, or this Agreement; (ii) an Applicable Party has committed (or in the case of Applicable Parties who are executives, caused EPA Holdings or the Manager to commit) willful misconduct in connection with the performance of its duties under the terms of the governing documents of the ICAV, the limited partnership agreement of a Continuing Investors Partnership, or this Agreement, (iii) there is a declaration of bankruptcy by the Applicable Party or (iv) there is a determination by any court with proper jurisdiction that an Applicable Party has committed an intentional felony or engaged in any fraudulent conduct, in each such case of clauses (ii) and (iv) which has a material adverse effect on the business, assets or condition (financial or otherwise) or prospects of the RPI Group and its Affiliates (taken as a whole).

Clauses

   shall mean the standard contractual clauses approved by the European Commission for the transfer of personal data as set out in Exhibit C to this Agreement (and incorporating the appendices to that schedule).

Central Bank

   the Central Bank of Ireland or such successor Irish regulatory authority as may from time to time be responsible for the regulation of the ICAV.

Code

   means the U.S. Internal Revenue Code of 1986, as amended and as hereafter amended, or any successor law.

Competing Fund

   means a limited partnership or pooled investment vehicle, other than RP PLC or any direct or indirect subsidiary of RP PLC, the ICAV or any direct or indirect Subsidiary of the ICAV and any of the Legacy Vehicles for which the Manager or any of its Affiliates acts as the general partner or investment manager, that are formed for the purpose of investing in Royalty Investments, other than any vehicle managed by Pharmakon or its successor, or any vehicle approved by the independent members of the Board of Directors of RP PLC.

Confidential Information

   any proprietary information relating to the organization, finances, business, transactions or affairs of the ICAV or the Manager or any of their Affiliates as the case may be.

 

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Continuing International Investors Partnership

   RPI International Holdings 2019, LP, a Cayman Islands exempted limited partnership.

Continuing Investors Partnership

   means each of the Continuing International Investors Partnership and the Continuing US Investors Partnership.

Continuing US Investors Partnership

   RPI US Partners 2019, LP, a Delaware limited partnership.

Control

   with respect to any Person, the possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) of such Person; provided, however, that customary approval and veto rights granted to minority equity holders of a Person shall not be deemed to constitute “Control” of such Person.

Data Protection Legislation

   means any applicable laws concerning the protection of personal data or privacy to which the applicable Party is subject, including the GDPR, the Data Protection Act 2018, and any other legislation which implements or is consequential upon the GDPR, the European Communities (Electronic Communications Networks and Services)(Privacy and Electronic Communications) Regulations, 2011, any other applicable legislation which implements the Electronic Communications Data Protection Directive (2002/58/EC), and all applicable laws and regulations relating to the processing of personal data and privacy in force from time to time, including any binding guidance and / or codes of practice issued by the Irish Data Protection Commission or the European Data Protection Board.

Depositary

   State Street Custodial Services (Ireland) Limited or such other company in Ireland as may from time to time be appointed as depositary of all the assets of the ICAV with the approval of the Central Bank.

Effective Date

   means the date as of which the Manager ceases to furnish services to the ICAV.

EPA Holdings

   RPI EPA Holdings, LP, a Delaware limited partnership.

 

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FATCA

   means the legislation known as the U.S. Foreign Account Tax Compliance Act, Sections 1471 through 1474 of the Code, and any regulations (whether proposed, temporary or final), including any subsequent amendments, and administrative guidance promulgated thereunder (or which may be promulgated in the future), any intergovernmental agreements and related statutes, regulations or rules and other guidance thereunder, any governmental authority pursuant to the foregoing, and any agreement entered into with respect thereto.

GAAP

   U.S. generally accepted accounting principles.

GDPR

   means the General Data Protection Regulation (EU) 2016/679.

ICAV

   shall have the meaning set forth in the preamble of this Agreement.

Initial Term

   shall have the meaning set forth in Section 22 (Term).

Indemnittee

   shall have the meaning set forth in Section 19(a) (Indemnification).

Instrument of Incorporation

   the instrument of incorporation of the ICAV for the time being in force and as may be modified from time to time, subject to the approval of the Central Bank.

Interested Party

   shall have the meaning set forth in Section 25(a) (Conflict of Interest).

Legacy Vehicle

   means any limited partnership, pooled investment vehicle or entity that is under common Control with or is managed by the Manager or its Affiliates; provided that Legacy Vehicle shall not include RP PLC or any of its subsidiaries that invests, directly or indirectly, in the ICAV or Old RPI.

Manager

   shall have the meaning set forth in the preamble of this Agreement.

Old RPI

   means Royalty Pharma Investments, an Irish Unit Trust.

Operating and Personnel Payment

   shall have the meaning set forth in Section 16 (Operating and Personnel Payment).

Organizational Documents

   shall have the meaning set forth in the recitals of this Agreement.

 

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Original Investment Management Agreement

   shall have the meaning set forth in the recitals of this Agreement.

Other Accounts

   means other funds, investment vehicles or accounts to which the Manager provides investment services.

Person

   means a natural person, partnership, limited liability company, corporation, unincorporated association, joint venture, trust, state or any other entity or any governmental agency or political subdivision thereof.

Personal Data

   has the meaning given to that term in Data Protection Legislation.

Personal Data Breach

   means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, the Relevant Data transmitted, stored or otherwise processed.

Pharmakon

   means Pharmakon Advisors LP, a Delaware limited partnership.

Portfolio Investment

   means all Royalty Investments and Security Investments held by the ICAV (including through its indirect investment in Old RPI) or any Subsidiary.

Prospectus

   the Prospectus for the ICAV to be issued in relation to the offer for sale of Shares as same may be amended and/or supplemented from time to time.

Relevant Data

   shall have the meaning set forth in Section 27(b) (Data Protection).

Renewal Term

   shall have the meaning set forth in Section 22 (Term).

Royalties

   means intellectual property (including patents) or other contractual rights to income derived from the sales of, or revenues generated by, pharmaceutical, biopharmaceutical, medical and/or healthcare products, processes, devices, or enabling and delivery technologies that are protected by patents, trademarks or copyrights, governmental or other regulations or otherwise by contract.

 

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Royalty Investment

   means (i) Royalties; (ii) ownership interests in any entities formed for the purpose of holding Royalties or substantially all of the assets of which consist of Royalties; (iii) any securities, investments or contracts that may provide a hedge for Royalties; and (iv) other assets and investments considered by the Manager to be related to the foregoing. For the avoidance of doubt, this term will include the ICAV’s proportionate interest in Royalty Investments acquired or held by the ICAV (including through its indirect investment in Old RPI) or any Subsidiary.

RP Holdings

   means Royalty Pharma Holdings Limited, a company established under the laws of England and Wales.

RP PLC

   means Royalty Pharma PLC, a public limited company established under the laws of England and Wales.

RPI Group

   means the ICAV and its Subsidiaries.

Security Investment

   means (i) the securities (including controlling and non-controlling interests, equity, debt and hybrid securities) of entities in the pharmaceutical, biopharmaceutical, medical or healthcare industry or operating assets thereof (other than Royalties); (ii) any securities, investments or contracts that may provide a hedge for the investments referred to in clause (i); and (iii) other assets and investments considered by the Manager to be related to the investments referred to in clauses (i) and (ii).

Security Investment Values

   means the value of each Security Investment held, directly or indirectly by the ICAV as of such date, determined in accordance with GAAP.

Share” or “Shares

   means unless the context otherwise requires, a share or shares of whatsoever class in the capital of the ICAV (other than subscriber shares) entitling the holders to participate in the profits of the ICAV attributable as described in the Prospectus.

Shareholder

   means a shareholder of the ICAV.

Subsidiary

   means any Other Account, Control of which is held directly or indirectly by the ICAV.

Sub-Processor

   shall have the meaning set forth in Section 27(b)(i) (Data Protection).

VAT

   means any value added tax or any similar sales, use or turnover tax.

 

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Section 2. Interpretation and Construction.

(a) In this Agreement, unless a clear contrary intention appears:

(i) common nouns and pronouns and any variation thereof shall be deemed to refer to masculine, feminine, or neuter, singular or plural, as the identity of the Person, Persons or other reference in the context requires;

(ii) where specific language is used to clarify by example a general statement contained in this Agreement, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates;

(iii) “any” shall mean “one or more”;

(iv) ‘‘including” and with correlative meaning “include” means including without limiting the generality of any description preceding such term; and

(v) all references to “funds”, “dollars” or “payments” shall mean United States dollars.

(b) The language used in this Agreement has been chosen by the parties to express their mutual intent, and no rule of construction or interpretation requiring this Agreement to be construed or interpreted against any party shall apply.

Section 3. Appointment of the Manager. The Manager shall act as manager to the ICAV and shall have the discretion to make all day-to-day decisions of the ICAV relating to its investment activities subject to the oversight, direction and control by the Board of Directors. The Manager shall act as the AIFM of the ICAV for the purposes of AIFMD and the relevant implementing and related information thereunder, and shall do all such things and perform all such acts to maintain such status. For the avoidance of doubt, the Manager is not authorized or regulated as an AIFM under the AIFMD. The Manager undertakes to give the ICAV the benefit of its best judgment and efforts in rendering its services.

Section 4. Authority of the Manager. In connection with its obligations hereunder, the Manager shall have the authority for and in the name of the ICAV, subject to Section 8 (Policies of the ICAV) and Section 15 (Investments), to:

(a) invest the ICAV’s assets, including investments through RPI 2019 Intermediate Finance Trust or any other Subsidiary;

(b) direct the formulation of investment policies and strategies for the ICAV, and select and approve the investment of ICAV funds, all in accordance with the provisions and limitations of this Agreement and make all decisions concerning the investigation, solicitation, negotiation, structuring, commitment to, monitoring of and disposition of Portfolio Investments;

 

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(c) open, maintain and close bank accounts and draw checks or other orders for the payment of money and open, maintain and close brokerage, money market fund and similar accounts;

(d) hire for usual and customary payments and expenses consultants, brokers, attorneys, accountants and such other agents for the ICAV as it may deem necessary or advisable, and authorize any such agent to act for and on behalf of the ICAV;

(e) enter into, execute, maintain and/or terminate contracts, undertakings, agreements and any and all other documents and instruments in the name of the ICAV and do or perform all such things as may be necessary or advisable in furtherance of the ICAV’s powers, objects or purposes or to the conduct of the ICAV’s activities, including entering into acquisition agreements to make or dispose of Portfolio Investments (or consenting or authorizing any Subsidiary to do the same) which agreements may include such representations, warranties, covenants, indemnities and guaranties as the Manager deems necessary or advisable;

(f) make, in its sole discretion, any and all elections for U.S. federal, state, local and foreign tax matters, including an election to adjust the basis of ICAV property pursuant to Section 734(b), 743(b) and 754 of the Code or comparable provisions of state, local or foreign law;

(g) manage, acquire or dispose of Portfolio Investments for the ICAV as permitted hereunder and under the Organizational Documents;

(h) promptly give full and adequate instructions to the Depositary as to deliveries of Portfolio Investments and payments of cash for the account of the ICAV provided that such instructions shall reflect the prevailing practice of the applicable market in relation to delivery of Portfolio Investments and payments of cash;

(i) vote, in its sole discretion, any shares, units or interests of any Subsidiary held by the ICAV (or to advise the Depositary in relation thereto) where such interests are held in its name or otherwise authorize, approve or adopt any matter presented to the holders of shares, units or interests of any Subsidiary held by the ICAV;

(j) engage attorneys, independent accountants, other service providers, investment banks, accountants and other advisers and such other Persons as the Manager may deem necessary or advisable;

(k) provide service providers and advisers to the ICAV, with such information and instructions as may be necessary to enable such service providers and advisers to perform their duties in accordance with the applicable agreements;

 

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(l) advise the ICAV upon the availability and appropriate source of funds to be utilized by the ICAV in making distributions to Shareholders;

(m) monitor the investment policy of the ICAV and propose to the ICAV any changes thereto which it considers necessary or desirable;

(n) subject to Section 7 (Delegation) authorize any partner, member, employee or other agent of the Manager or its Affiliates or other agent of the ICAV to act for and on behalf of the ICAV in all matters incidental to the foregoing; and

(o) do any and all acts on behalf of the ICAV as the Manager may deem necessary or advisable in connection with the maintenance and administration of the ICAV, and exercise all rights of the ICAV, with respect to their interest in any Person, including the voting of securities, participation in arrangements with creditors, the institution and settlement or compromise of proceedings and other like or similar matters.

In selecting brokers to make purchases and sales on behalf of the ICAV, the Manager shall select those brokers who provide best execution to the ICAV. In determining what constitutes best execution, the Manager shall consider the best price available in the market, exclusive of any charges but taking account of any other exceptional circumstances such as counterparty risk, order size or client instructions. In managing the assets of the ICAV, the Manager may receive certain research and statistical and other information and assistance from brokers. The Manager may allocate brokerage business to brokers who have provided such research and assistance to the ICAV and/or Other Accounts. The Manager shall have discretion, in the interests of the ICAV, to allocate the ICAV’s brokerage on portfolio transactions to brokers qualified to obtain best execution of such transactions who provide brokerage and/or research services for the ICAV and/or Other Accounts and to cause payment out of the assets of the ICAV to such brokers a commission for effecting a portfolio transaction that is in excess of the amount of commission another broker adequately qualified to effect such transaction would have charged if a good faith determination is made by the Manager that the commission is fair and reasonable in relation to the services provided. In reaching such determination, the Manager will not be required to place or to attempt to place a specific monetary value on the brokerage and/or research services provided or being provided by such broker. The benefits provided under any soft commission arrangements must assist in the provision of investment services to the ICAV. The Manager shall notify the ICAV of any soft commission arrangements so that these arrangements can be disclosed in the periodic reports of the ICAV.

The ICAV hereby appoints the Manager as its attorney-in-fact to act in the ICAV’s name, place and stead on behalf of the ICAV in any and all matters relating to the investment of the cash and other assets of the ICAV and to sign, execute and deliver any and every conceivable right (including, without limitation, any contract, agreement, instrument, consent, notice or acknowledgement) and to do all other acts and things and take any and every act or action, in each case in the ICAV’s name and on the ICAV’s behalf, which the Manager in its sole discretion deems necessary or otherwise appropriate in the performance of its duties under this Agreement and the Manager shall be entitled to delegate such authority pursuant to Section 7 (Delegation). The power of attorney hereby granted by the ICAV to the Manager pursuant to this Section shall remain in force during the continuance of this Agreement and all acts done and documents signed or executed by the Manager in good faith in the purported exercise of any authority conferred by or purport to this power of attorney shall for all purposes be valid and binding on the Manager.

 

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Section 5. Valuations. The Manager shall be responsible for the proper valuation of the investments of the ICAV and shall ensure that appropriate and consistent procedures are established so that a proper and independent valuation of the investments can be performed in accordance with the applicable AIFMD requirements, the AIF Rulebook, the Prospectus and the Instrument of Incorporation. The parties acknowledge that the Administrator has been appointed as agent to calculate and publish the net asset value of the Portfolio. In connection with this Section 5, the Manager shall provide to the ICAV in a timely manner such information as it may reasonably request from time to time. The Manager may appoint an external valuer in respect of the ICAV provided that the liability of the Manager to the ICAV and its Shareholders shall not be affected by the Manager’s appointment of an external valuer.

Section 6. Liquidity Management. The Manager shall employ a liquidity management system to assess the consistency of the ICAV’s investment policy, liquidity profile and redemption policy.

Section 7. Delegation. With the prior approval of the Central Bank, the Manager shall be entitled to delegate or sub-contract all or any of its functions, powers, discretions, duties and obligations hereunder to any person approved by the ICAV and the Central Bank on such terms and conditions as the Manager with the consent of the ICAV, thinks fit, provided that the Manager shall remain responsible and liable for any acts or omissions of any such delegate as if such acts or omissions were those of the Manager. The Manager shall provide the ICAV with:

(a) the name and details of any proposed delegate;

(b) details of the competent authority under which the proposed delegate is authorized or registered;

(c) details of the functions which it proposes to delegate or sub-delegate; and

(d) the intended effective date of the proposed delegation or sub-delegation.

The appointment of a delegate shall not take effect until the ICAV has notified the Central Bank of the proposed arrangement; and the delegation arrangements comply with the AIF Rulebook. Any such delegation or sub-delegation made pursuant to this Section 7 (Delegation) shall terminate automatically upon the termination of this Agreement or may be terminated by the Manager with immediate effect where the Manager considers it is in the best interests of the Shareholders.

Section 8. Policies of the ICAV. The activities engaged in by the Manager on behalf of the ICAV shall be subject to the policies, instructions, oversight and control of the Board of Directors. The Manager shall submit periodic reports to the Board of Directors regarding the Manager’s activities hereunder on at least a quarterly basis or as otherwise instructed by the Board of Directors from time to time.

 

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Section 9. Proper Instructions. Any instruction to be given hereunder by the ICAV in respect of any of the matters referred to in this Agreement shall be written (including electronic writings), cabled, telecopied or telexed instructions and signed or purported to be signed by such one or more person or persons as the ICAV shall from time to time have authorized to give this particular class of instructions in question. In instances indicated in advance by the ICAV, the Manager may also act pursuant to telephonic instructions given by designated persons and such telephonic instructions shall be deemed to be “Proper Instructions” within the meaning of this Section. Different persons may be authorized to give instructions for different purposes and such persons may also include officers of corporations other than the ICAV as so authorized. A certified copy of a resolution of the directors of the ICAV may be received and accepted by the Manager as conclusive evidence of the authority of any such person to act and may be considered as in full force and effect until receipt of written notice to the contrary.

Section 10. Notice to the Board of Directors. The Manager shall use commercially reasonable efforts to provide at least 72 hours (and in any event at least 24 hours) prior written notice to the Board of Directors, in accordance with such procedures as they may specify from time to time upon written notice to the Manager, for any the following actions: (i) any investment involving greater than $50 million (measured at the time of investment), (ii) any incurrence of indebtedness for borrowed money or securitization (including any refinancing thereof) involving greater than $100 million (other than transactions for the purposes of hedging portfolio exposure) and (iii) any other material matter that is expressly designated by the Board of Directors in writing to the Manager as a matter requiring prior written notice.

Section 11. Covenant/Devotion of Time. Without consent of the Board of Directors, the Manager shall not be permitted to manage an Other Account that invests in or acquires Royalties, directly or indirectly, other than RP PLC and its subsidiaries, the ICAV, any Subsidiary and any Legacy Vehicle. The executives of the Manager must devote substantially all of their business time to managing the RP PLC and its subsidiaries, the ICAV and its Subsidiaries and any Legacy Vehicle, unless otherwise approved (i) prior to the date of this Agreement, by the investment committee of Old RPI or the ICAV or (ii) subsequent to the date of this Agreement, by the Board of Directors. Any action that has been approved by the investment committee of the ICAV or Old RPI or the Board of Directors as set forth in the immediately preceding sentence shall be set forth on Exhibit B.

Section 12. Non-Competition and Non-Solicit.

(a) Every named executive officer of the Manager shall not during its tenure as an executive of the Manager and for a period of 18-months following the termination of its engagement with or employment by the Manager directly or indirectly, (i) close, advise, manage or act as the general partner, investment manager, investor, consultant, independent contractor, servicer, advisor, director, officer, member, manager or employee to, of, in or for any Competing Fund or (ii) solicit the services of any Person who is then an employee of the Manager or solicit any investor or potential investor in RP PLC or any Other Account.

 

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(b) Each of the Manager and its Affiliates shall not during the time it is acting as manager or general partner or in a similar capacity for the ICAV and for a period of 12-months following any termination of this Agreement for Cause or nonrenewal by the Manager directly or indirectly, close, advise, manage or act as the general partner, investment manager, investor, consultant, independent contractor, servicer, advisor, director, officer, member, manager or employee to, of, in or for any Competing Fund.

Section 13. Status of the Manager. The Manager shall, for all purposes hereof, be an independent contractor and not an employee of the ICAV and nothing in this Agreement shall be construed as making the ICAV a partner or co-venturer with the Manager or any of its Affiliates or Other Accounts. The Manager shall not have authority to act for, represent, bind or obligate the ICAV, except as specifically provided in this Agreement.

Section 14. Succession Plan. The Manager has established the succession plan attached hereto as Exhibit A.

Section 15. Investments. All investments of the ICAV and other activities undertaken by the Manager on behalf of the ICAV shall at all times conform to and be in accordance with the requirements imposed by the following:

(a) any provisions of applicable law and regulation including any investment restrictions specified in the Prospectus or from time to time imposed by the Central Bank and notified by or on behalf of the ICAV to the Manager;

(b) provisions of the Organizational Documents; provided, however, that the Manager shall not be bound by any update, modification or amendment of any Organizational Document unless and until it has been given notice thereof and has been provided with a copy of such update, modification or amendment; and

(c) without prejudice to Section 10 (Notice to the Board of Directors) such policies, compliance procedures and reporting requirements as may be adopted from time to time by the Board of Directors; provided, however, that the Manager shall not be bound by any such policies, unless and until it has been given notice thereof.

Section 16. Operating and Personnel Payment.

(a) The Manager shall receive a quarterly operating and personnel expense fee (the “Operating and Personnel Payment”) equal to 6.5% of the Cash Receipts from Royalty Investments for such quarter from Royalty Investments and 0.25% of the Security Investment Values as of the end of such quarter. The ICAV and its Subsidiaries shall have no personnel of their own.

(i) The Manager shall waive or rebate the Operating and Personnel Payment with respect to Shareholders that are employees or Affiliates of the Manager or any of its Affiliates or Pharmakon and certain other Shareholders designated by the Manager.

 

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(ii) The Operating and Personnel Payment shall be payable quarterly in advance as of the first Business Day of each fiscal quarter based on the estimated projected Cash Receipts from Royalty Investments and the estimated projected Security Investment Values as of such date. The Manager shall recalculate the Operating and Personnel Payment based on the actual Cash Receipts from Royalty Investments and the actual Security Investment Values following the date on which the ICAV’s financial statements are finalized. If it is determined based on such recalculation that (A) the finalized Operating and Personnel Payment exceeded prior payments of the Operating and Personnel Payment, then the ICAV shall pay any shortfall on or prior to the next date the Operating and Personnel Payment is due or (B) prior payments of the Operating and Personnel Payment exceeded the finalized Operating Personnel and Expense Fee, then such excess shall be repaid on or prior to the next date the Operating and Personnel Payment is due.

(iii) The Operating and Personnel Payment shall be reduced by the amount of any operating and personnel payments that are paid to the Manager by the RP PLC or its subsidiaries, including Old RPI (in the case of Old RPI, respect of the ICAV’s pro rata share of any such fee) for managing such entities.

(iv) For any partial fiscal quarter in respect of which the Operating and Personnel Payment is being paid, the ICAV shall pay only a proportionate amount thereof based on the number of days in such fiscal quarter. If this Agreement is terminated for Cause during a quarter, the Manager shall refund to the ICAV the amount of the Operating and Personnel Payment allocable to that portion of the fiscal quarter following such termination and no further Operating and Personnel Payment shall be payable to the Manager hereunder.

(b) The Manager shall be responsible for 50% of all Broken Deal Expenses; provided that once an investment opportunity is approved by the Board of Directors, the Manager shall not be responsible for any broken deal expenses relating to such investment opportunity incurred after such approval. To the extent the Manager is responsible for any Broken Deal Expenses as set forth in the preceding sentence, the next quarterly installment of the Operating and Personnel Payment shall be reduced by such Broken Deal Expenses incurred by the ICAV in the preceding fiscal quarter; provided, that if such amount of Broken Deal Expenses exceeds the quarterly Operating and Personnel Payment, the balance shall be carried forward and reduce future quarterly amounts of the Operating and Personnel Payment until such amount of Broken Deal Expenses has been completely offset against payments of the Operating and Personnel Payment. Notwithstanding the foregoing, if the Manager is required to repay any excess Broken Deal Expenses more promptly by any regulatory requirement, including, without limitation, any requirement of the Central Bank or under the Advisers Act, then it shall make such payment in the timeframe required by such regulatory requirements.

 

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(c) The Operating and Personnel Payment shall not be increased without obtaining the consent of Shareholders holding at least 75% of the issued Shares, unless, an opportunity is provided to Shareholders to redeem their Shares in advance of any such proposed increase to the Operating and Personnel Payment, in which case the consent of Shareholders holding at least 50% of the issued Shares shall be sufficient. Where an opportunity for Shareholders to redeem in advance is provided ahead of a proposed increase to the Operating and Personnel Payment and Shareholders representing 50% or more of the issued Shares have voted in favor of the proposed increase, Shareholders will be provided with a reasonable notification period to enable them to redeem their Shares prior to the implementation of the increase.

Section 17. Expenses of the Manager. The Manager or its Affiliates, but not the ICAV or any of its Subsidiaries or any Shareholder, shall bear and be charged with the following costs and expenses of the ICAV’s activities (including, in each case, any related VAT): (a) any costs and expenses of providing to the ICAV the office overhead necessary for the ICAV’s operations, including, but not limited to, rent and other normal overhead and operating expenses; (b) the compensation of the Manager’s personnel, including, but not limited to, benefits, and other expenses for such personnel; and (c) similar expenses to the extent that such expenses are not subject to reimbursement by the ICAV pursuant to Section 18 (ICAV Expenses).

Section 18. ICAV Expenses. The ICAV shall bear and be charged with all expenses of the ICAV and its pro rata share of any Subsidiaries (through its investment in such Subsidiaries) other than expenses that are expressly borne by the Manager pursuant to Section 17 (Expenses of the Manager) including, without limitation, the following costs and expenses of the ICAV (including, in each case, any related VAT):

(a) all administrative and operating expenses incurred on its behalf, including interest and financing expenses, expenses of custodians, administrators, accountants, auditors and outside counsel, the cost of the preparation of financial statements, reports to Shareholders, the annual audit, financial and tax returns and tax reports required for the ICAV and the Shareholders, extraordinary items such as litigation and indemnification expenses, and any taxes, fees or other government charges levied against the ICAV;

(b) independent valuation expenses (if applicable);

(c) expenses incurred in providing any reporting to Shareholders or regulatory reporting, printing and mailing costs;

(d) third party research costs and expenses;

(e) administrative expenses (including any fee payable to the Administrator, government fees and taxes (if any);

(f) expenses incurred in connection with any meeting of the Shareholders, including, without limitation, travel, meal and lodging expenses and ancillary activities related thereto;

 

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(g) fees and expenses related to regulatory compliance burdens of the ICAV or any Subsidiary or any Portfolio Investment, including compliance with FATCA;

(h) any registration or filing fees relating to the ICAV or any Subsidiary;

(i) subject to the Manager bearing 50% of any Broken Deal Expenses, all out-of-pocket costs and expenses, if any, incurred in analyzing, conducting due diligence, holding, developing, negotiating, structuring, acquiring and disposing of Portfolio Investments and prospective Portfolio Investments, whether or not ultimately made, and disposing of actual Portfolio Investments, including without limitation any financing, legal, accounting, advisory and consulting expenses in connection therewith (to the extent the Manager is not otherwise reimbursed by another party or the costs are not capitalized as part of the acquisition price of the transaction);

(j) expenses (including travel expenses) incurred in connection with investigating investment opportunities, developing business opportunities for the ICAV and monitoring Portfolio Investments (including attending medical and industry conferences);

(k) interest on and fees and expenses arising out of all borrowings made by or on behalf of the ICAV, including, but not limited to, the arranging thereof;

(l) costs of any litigation, Directors & Officers liability or other insurance and indemnification or extraordinary expense or liability relating to the affairs of the ICAV;

(m) expenses of liquidating the ICAV;

(n) any taxes, fees or other governmental charges levied against the ICAV and all expenses incurred in connection with any tax audit, investigation, settlement or review of the ICAV;

(o) any expenses in connection with the Board of Directors;

(p) legal and accounting fees and expenses and other expenses incurred by the ICAV in connection with the preparation for, and conduct and closing of any offering of additional Shares in the ICAV;

(q) the ICAV’s pro rata share of the expenses incurred in the formation of any Subsidiary; and

(r) any costs and expenses incurred in connection with the contemplation of, formation of, listing and ongoing operation of the ICAV, including any third-party expenses of managing the ICAV, such as accounting, audit, legal, reporting, compliance, administration (including directors’ fees), financial advisory, consulting, investor relations, and insurance expenses relating to the affairs of the ICAV.

 

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The ICAV shall promptly reimburse the Manager or any of its Affiliates, as the case may be, to the extent that any of the costs and expenses set forth in this Section 18 are paid by such entities.

Section 19. Exculpation.

(a) To the fullest extent permitted by law, none of the Manager, its Affiliates (including EPA Holdings) and their respective officers, directors, stockholders, members, employees, agents and partners, and any other person who serves at the request of the Manager on behalf of the ICAV as an officer, director, employee or agent of, or with respect to, any other entity (each, an “Indemnitee”) shall be liable to the ICAV or any Subsidiary or any Shareholder for (i) any act or omission taken or suffered by an Indemnitee in connection with the conduct of the affairs of the ICAV or otherwise in connection with this Agreement or the matters contemplated herein, unless such act or omission resulted from fraud, bad faith, willful misconduct, gross negligence, a material breach of this Agreement which is not cured in accordance with the terms of this Agreement or a violation of applicable securities laws by such Indemnitee, and except that nothing herein shall constitute a waiver or limitation of any rights which a Shareholder of the ICAV may have under applicable securities laws or other laws and which may not be waived, or (ii) any mistake, negligence, dishonesty or bad faith of any broker or other agent of the ICAV selected and monitored by the Manager with reasonable care.

(b) To the extent that, at law or in equity, the Manager has duties (including fiduciary duties) and liabilities relating thereto to the ICAV or another Shareholder, the Manager acting under this Agreement or refraining from taking action under this Agreement, shall not be liable to the ICAV or to any such other Shareholder for its actions or inaction, taken or suffered in good faith and in reliance on the provisions of this Agreement, provided, that such action or inaction does not constitute fraud, bad faith, willful misconduct or gross negligence. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of the Manager otherwise existing at law or in equity, are agreed by the Shareholders to modify to that extent such other duties and liabilities of the Manager.

(c) The Manager may consult with legal counsel and accountants selected by it and any act or omission taken or suffered by it on behalf of the ICAV or in furtherance of the interests of the ICAV, taken or suffered in good faith and in reasonable reliance thereon, upon and in accordance with the advice of such counsel or accountants shall be full justification for any such act or omission, and the Manager shall be fully protected and held harmless in so acting or omitting to act; provided, such counsel or accountants were selected and monitored with reasonable care. Notwithstanding any of the foregoing to the contrary, the provisions of this Section shall not be construed so as to provide for the exculpation of any Indemnitee for any liability (including liability under U.S. federal or state securities laws (which includes liability for violation of the anti-fraud provisions contained in Section 206 of the Advisers Act) which, under certain circumstances, impose liability even on Persons that act in good faith), to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section to the fullest extent permitted by law.

 

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Section 20. Indemnification.

(a) To the fullest extent permitted by law, the ICAV shall indemnify and save harmless each Indemnitee from and against any and all claims, liabilities, damages, losses, penalties, actions, judgments, costs and expenses (including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim) of any nature whatsoever, known or unknown, liquidated or unliquidated, that are incurred by any Indemnitee or to which such Indemnitee may be subject by reason of its activities on behalf of the ICAV or any of its Subsidiaries or in furtherance of the interests of the ICAV or otherwise arising out of or in connection with the affairs of the ICAV or its Subsidiaries, including the performance by such Indemnitee of any of the Manager’s responsibilities under this Agreement and/or under the governing documents of any Subsidiary or otherwise in connection with the matters contemplated herein or therein; provided, that: (i) an Indemnitee shall be entitled to indemnification hereunder only to the extent that such Indemnitee’s conduct did not constitute fraud, bad faith, willful misconduct, gross negligence, a material breach of this Agreement which is not cured in accordance with the terms of this Agreement or a violation of applicable securities laws; (ii) nothing herein shall constitute a waiver or limitation of any rights which a Shareholder or the ICAV may have under applicable securities laws or other laws and which may not be waived; and (iii) the ICAV’s obligations hereunder shall not apply with respect to (x) economic losses or tax obligations incurred by any Indemnitee as a result of such Indemnitee’s ownership of an interest in the ICAV or in Royalty Investments, (y) expenses of the ICAV that an Indemnitee has agreed to bear or (z) amounts recoverable by the Indemnitee from other sources (including without limitation insurance) as provided in Section 20(d). The satisfaction of any indemnification and any saving harmless pursuant to this Section shall be from and limited to the ICAV assets, and no Shareholder shall have any personal liability on account thereof. The conduct of the Manager and EPA Holdings shall be attributed to one another for purposes of determining whether indemnification is available pursuant to this Section and whether conduct meets the standards set forth in Section 19 (Exculpation).

(b) Expenses reasonably incurred by an Indemnitee in defense or settlement of any claim that may be subject to a right of indemnification hereunder shall be advanced by the ICAV prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the Indemnitee to repay such amount to the extent that it shall be determined ultimately that such Indemnitee is not entitled to be indemnified hereunder.

(c) The right of any Indemnitee to the indemnification provided herein shall extend to such Indemnitee’s heirs, executors, administrators, successors, assigns and legal representatives and shall be cumulative of, and in addition to, any and all rights to which such Indemnitee may otherwise be entitled by contract or as a matter of law or equity. Notwithstanding the foregoing, no Indemnitee may have any other rights to indemnification from the ICAV or enter into, or make any claim under, any other agreement with the ICAV (whether direct or indirect) providing for indemnification except as otherwise set forth in this Agreement.

 

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(d) Any Person entitled to indemnification from the ICAV hereunder shall first seek recovery under any other indemnity or any insurance policies by which such Person is indemnified or covered, as the case may be, but only to the extent that the indemnitor with respect to such indemnity or the insurer with respect to such insurance policy provides (or acknowledges its obligation to provide) such indemnity or coverage on a timely basis, as the case may be, and, if such Person is other than the Manager, such Person shall obtain the written consent of the Manager prior to entering into any compromise or settlement which would result in an obligation of the ICAV to indemnify such Person; and if liabilities arise out of the conduct of the affairs of the ICAV and any other Person for which the Person entitled to indemnification from the ICAV hereunder was then acting in a similar capacity, the amount of the indemnification provided by the ICAV shall be limited to the ICAV’s proportionate share thereof as determined by the Manager in light of its fiduciary duties to the ICAV and the Shareholders.

(e) Notwithstanding any of the foregoing to the contrary, the provisions of this Section shall not be construed so as to provide for the indemnification of any Indemnitee for any liability (including liability under U.S. federal or state securities laws (which includes liability for violation of the anti-fraud provisions contained in Section 206 of the Advisers Act) which, under certain circumstances, impose liability even on Persons that act in good faith), to the extent (but only to the extent) that such indemnification would be in violation of law, but shall be construed so as to effectuate the provisions of this Section to the fullest extent permitted by law.

Section 21. Limitations on Reference to the Manager. The ICAV shall not distribute or circulate any sales literature, promotional or, save where required by applicable law, regulation or court order, other material which contains any reference to the Manager without the prior approval of the Manager, and, where practicable, shall submit in draft form all such materials requiring approval of the Manager, allowing sufficient time for review by the Manager and its counsel prior to any deadline for printing. If the Manager ceases to furnish services to the ICAV, the ICAV at its expense:

(a) as promptly as practicable, shall take all necessary action to cause the Organizational Documents to be amended to eliminate any reference to the Manager; and

(b) within 60 days after the Effective Date, shall cease to use in any other manner including use in any sales literature or promotional material, the name of the Manager, save where required by applicable law, regulation or court order.

 

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Section 22. Term. This Agreement shall have an initial term of ten years (the “Initial Term”) ending on July 1, 2030 and shall have successive automatic renewal terms of three years thereafter (each, a “Renewal Term”), unless terminated by the Manager or the ICAV on at least 180 days’ prior written notice to the other party prior to the expiration of the Initial Term or any Renewal Term. The Manager and the ICAV shall meet to discuss renewal at least one year prior to the expiration of the Initial Term and any Renewal Term. The Central Bank may in its discretion replace the AIFM with another entity willing to act as AIFM where the Central Bank deems it necessary to do so.

On the termination of this Agreement: (i) the Manager shall be entitled to receive all fees, including the Operating and Personnel Payment, and other moneys accrued and due up to the date of such termination but shall not be entitled to compensation in respect of such termination; and (ii) the Manager shall forthwith deliver to the ICAV or as it shall direct all correspondence and records of all and every description relating to the affairs of the ICAV which are in the Manager’s possession or under the Manager’s control and shall not be entitled to any lien in respect of any of the foregoing. The termination of this Agreement shall be without prejudice to any rights that may have accrued hereunder to either party hereto against the other party hereto before such termination.

Section 23. Removal. Subject to the following provisions of this Section, during the Initial Term and each Renewal Term, this Agreement may only be terminated by the ICAV for Cause. If the Management Agreement with RP PLC, Old RPI or RP Holdings is terminated for Cause then this Agreement shall automatically be terminated. The ICAV shall have the right to terminate the Manager following (i) a determination of Cause by a court or governmental body of competent jurisdiction in a final judgement or (ii) an admission of Cause by the Manager or EPA Holdings. In the event that Mr. Legorreta commits an act constituting Cause (while he is acting as chief executive officer of RP PLC), such action shall be imputed to EPA Holdings and the Manager. Any act constituting Cause committed by any other executive of EPA Holdings or the Manager (including Mr. Legorreta if he is no longer acting as chief executive officer of RP PLC) shall not be imputed to EPA Holdings and the Manager if the Manager terminates such executive’s engagement with, employment by or relationship with the Manager and EPA Holdings within such reasonable period of time as may be agreed to by the Board of Directors; provided that if such executive is not terminated within such period of time then such Cause event shall be imputed to EPA Holdings and the Manager.

Section 24. Choice of Law. Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all of the terms and provisions hereof shall be governed by and construed under the laws of the State of New York applicable to contracts made and to be entirely performed in such state.

Section 25. Conflicts of Interest. Nothing herein contained shall prevent:

(a) the Manager or any director, officer or agent or any affiliate or associate thereof or other funds managed by the Manager (hereinafter called the “Interested Party”) from becoming the owner of Shares and holding, disposing of or otherwise dealing with the same and with the same rights which it would have had if the Manager were not a party to this Agreement and the Interested Party may buy, hold and deal in any Portfolio Investments upon its own account notwithstanding that same or similar Portfolio Investments may be held by or for the account or otherwise connected with the ICAV and no persons so interested shall be liable to account for any benefit to any other party by reason solely of such interest;

 

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(b) an Interested Party from selling Portfolio Investments to, purchasing Investments from or vesting Portfolio Investments in the ICAV PROVIDED THAT any such sale or purchase of Portfolio Investments or other transaction is in the best interests of the Shareholders, negotiated at arm’s length and, in the case of a sale or purchase of Portfolio Investments of property for the account of the ICAV:

(i) a certified valuation of such transaction by a person approved by the Depositary as independent and competent has been obtained; or

(ii) such transaction has been executed on best terms on an organized investment exchange in accordance with the rules of such exchange; or

(iii) if clauses (i) or (ii) are not practical, such transaction has been executed on terms which the Depositary is satisfied conform to the principle that such transactions be carried out as if negotiated at arm’s length.

Section 26. Confidentiality. Save as may be required by law or by any regulatory authority or agency or as may otherwise be contemplated by this Agreement, each of the parties hereto hereby covenants and undertakes with the other party hereto to keep secret and confidential and not to disclose to any person any Confidential Information PROVIDED HOWEVER that no party shall be required to keep secret and confidential any Confidential Information which has properly entered the public domain otherwise than through the default of such party save where the parties are compelled to do so by any self-regulatory body or by law. No public announcement shall be made or circular, notice or advertisement issued in connection with the subject matter of this Agreement by either of the parties hereto without the prior approval of the other party hereto.

Section 27. Data Protection.

(a) Terms used in this Section 27 shall, except where the context otherwise requires, have the same meaning as that assigned to them by Data Protection Legislation.

(b) In processing Personal Data (including name, contact details, director details and investment information) provided by the ICAV relating to its Directors, members, partners, agents and/or Shareholders (the “Relevant Data”) for the purposes of performing this Agreement, the Manager shall comply with the following in relation to such Relevant Data:

(i) not engage another data processor (a “Sub-Processor”) without the specific prior written consent of the ICAV. If the ICAV provides such specific consent and the Manager engages a Sub-Processor to carry out specific processing activities on any Relevant Data, the Manager shall ensure that at least the same data protection obligations as set out in this Section 27 are imposed on that Sub-Processor by way of a written agreement. The Manager shall be liable and responsible for the acts and omissions of the Sub-Processor as if such acts and omissions were its own;

 

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(ii) process the Relevant Data only in accordance with the documented instructions of the ICAV, and not for any other purpose, including with regard to transfers of the Relevant Data to a third country or international organization, unless required to do so by EU Member State law to which the Manager is subject. If subject to such a legal obligation, the Manager shall inform the ICAV of the legal requirement(s) to which it is subject prior to processing the Relevant Data for that purpose, unless the Manager is prohibited by that law from doing so on important grounds of public interest;

(iii) not transfer, and it shall take all appropriate measures to prevent the transfer of, the Relevant Data to any jurisdiction outside the European Economic Area unless the prior written consent of the ICAV has been obtained and the transfer is subject to appropriate transfer mechanisms as set out under the Data Protection Legislation. This Section 27(b)(iii) is without prejudice to the transfer of Relevant Data from the ICAV to the Manager which shall be effected pursuant to the Clauses, as set out in Exhibit C of this Agreement;

(iv) ensure that any persons authorized to process the Relevant Data by it have agreed to comply with obligations of confidentiality which are at least commensurate with those in Section 26 (Confidentiality);

(v) implement appropriate technical and organizational security measures pursuant to Article 32 of the GDPR which ensure against (A) unauthorized access to, (B) unauthorized or unlawful alteration, disclosure, destruction or other unauthorized or unlawful processing of, (C) accidental loss or destruction of, or (D) damage to, the Relevant Data. The appropriate technical and organizational security measures the Manager shall implement may include, as appropriate: (1) the pseudonymisation and encryption of Relevant Data, (2) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services, (3) the ability to restore the availability and access to Relevant Data in a timely manner in the event of a physical or technical incident, and (4) a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing;

(vi) notify the ICAV, as soon as possible of becoming aware, of any request made by a data subject or a regulatory or governmental body to access Relevant Data and shall at all times cooperate with and provide the ICAV with any assistance it may require in order to execute the ICAV’s obligations under Data Protection Legislation;

(vii) in addition to its obligations set out in Section 27(b)(vi), cooperate with and assist the ICAV to execute its obligations under Data Protection Legislation in relation to a data subject’s rights under Chapter III of the GDPR,

 

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including the right (A) of access to the Relevant Data, (B) of rectification of Relevant Data, (C) of erasure of Relevant Data, (D) to restriction of processing of Relevant Data, (E) to portability of Relevant Data, (F) to object to the lawfulness of the processing of Relevant Data, and (G) to not be subject to a decision based solely on automated processing and shall comply at all times with the instructions of the ICAV in relation to such communications;

(viii) in the case of Personal Data Breach, without undue delay, and in any event within 24 hours from the Manager becoming aware of any such incident, notify the ICAV of the Personal Data Breach. To the extent that the Manager has access to such information at the time of the notification to the ICAV, the notification shall (A) describe the nature of the Personal Data Breach including, without limitation, the categories and approximate number of data subjects concerned and the categories and approximate number of Relevant Data records concerned, (B) describe the likely consequences of the Personal Data Breach, and (C) describe the measures proposed to be taken by the Manager to address the Personal Data Breach (provided it will only implement such measures on the instruction of the ICAV), including, where appropriate, measures to mitigate its possible adverse effects. Where, but only to the extent that it is not possible to provide such information at the same time at the notification of the Personal Data Breach, the information may be provided at a later time but in any event as soon as reasonably practicable to enable the ICAV to meet the applicable notification deadlines under Data Protection Legislation;

(ix) take all measures required by Article 32 of the GDPR including, taking into account the nature, scope, context and purposes of processing as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons, the implementation of appropriate technical and organizational measures to ensure (and to be able to demonstrate) that processing is performed in accordance with the GDPR;

(x) keep and maintain records of all processing activities in relation to such Relevant Data and, at the choice of the ICAV, delete or return all Relevant Data to the ICAV at the end of the provision of the applicable services to which the processing relates, and delete all existing copies held by the Manager (unless applicable law requires the storage of such Relevant Data by the Manager);

(xi) immediately inform the ICAV if, in the opinion of the Manager, an instruction infringes Data Protection Legislation or other applicable data protection provisions; and

(xii) permit the ICAV to take any steps necessary to ensure compliance with the obligations imposed by this Section and under Data Protection Legislation.

 

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(c) Without prejudice to the rights of the ICAV to undertake due diligence and / or audits in respect of the Manager’s services, the Manager shall on request make available to the ICAV, all information necessary to demonstrate the Manager’s compliance with the obligations laid down in this Section 27 and contribute to audits, including inspections conducted by the ICAV or another auditor mandated by the ICAV.

(d) If under Data Protection Legislation, the Manager is required to provide information directly to a data subject in relation to his or her Relevant Data which is in the possession of the Manager or sub-delegate of the Manager, the Manager shall notify the ICAV and shall only disclose such Relevant Data as is required by applicable law.

(e) To the extent that there is any conflict or ambiguity between the Clauses and this Agreement, the ICAV and the Manager agree that the Clauses shall prevail.

Section 28. Severability. If any provision of this Agreement is invalid or unenforceable under any applicable law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such applicable law. Any provision hereof which may be held invalid or unenforceable under any applicable law shall not affect the validity or enforceability of any other provisions hereof, and to this extent the provisions hereof shall be severable.

Section 29. Rights of Inspection. The Manager shall at any time during business hours permit any duly authorized representative or agent of the ICAV to inspect any and all systems, procedures, records and documents of the Manager insofar as they relate to the provision of management services hereunder and shall give any such representative or agent all information, explanations or assistance as such representative or agent may reasonably require and shall procure that any person to whom the Manager has delegated any or all of its functions, powers, discretions, duties and obligations under Section 7 (Delegation) shall also allow such inspections and provide such information, explanations or assistance.

Section 30. Force Majeure. The Manager shall not be responsible for any loss of or damage to any property, securities, instruments or other assets of the ICAV for any failure to fulfil any of its duties hereunder if such loss, damage or failure is directly or indirectly caused by or due to any act of God, storm, tempest, accident, fire, water damage, riot, civil commotion, rebellion, strike, lock-out, government or military action or any other cause or circumstance beyond the control of the Manager, provided that the Manager shall use all reasonable efforts to minimize the effects thereof.

Section 31. Forum. To the fullest extent permitted by law, in the event of any proceeding arising out of the terms and conditions of this Agreement, the parties hereto irrevocably (i) consent and submit to the exclusive jurisdiction of the Supreme Court, State of New York, New York County and of the U.S. District Court for the Southern District of New York, (ii) waive any defense based on doctrines of venue or forum non conveniens, or similar rules or doctrines, and (iii) agree that all claims in respect of such a proceeding must be heard and determined exclusively in the Supreme Court, State of New York, New York County or the U.S. District Court for the Southern District of New York. Process in any such proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

 

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Section 32. Notices.

(a) Each notice relating to this Agreement shall be in writing and delivered in person, by registered or certified mail, by Federal Express or similar overnight courier service, by electronic mail (e-mail) to the address or e-mail address on record.

(b) Unless otherwise specifically provided in this Agreement, a notice shall be deemed to have been effectively given when delivered personally, if delivered on a Business Day; the next Business Day after personal delivery if delivered personally on a day that is not a Business Day; four Business Days after being deposited in the United States mail, postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or similar overnight courier; and when a reply e-mail acknowledging receipt is received by the sender , if e-mailed.

Section 33. Entire Agreement. This Agreement contains all of the terms agreed upon or made by the parties relating to the subject matter of this Agreement, and supersedes all prior and contemporaneous agreements, negotiations, correspondence, undertakings and communications of the parties, oral or written, respecting such subject matter.

Section 34. Amendments and Waivers. No provision of this Agreement may be amended, modified, waived or discharged except as agreed to in writing by the parties in accordance with the requirements of the Central Bank. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

Section 35. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit the ICAV, the Manager, each Indemnified Party and their respective successors and permitted assigns. Any Person that is not a signatory to this Agreement but is nevertheless conferred any rights or benefits hereunder (e.g., officers, partners and employees of the Manager and others who are entitled to indemnification hereunder) shall be entitled to such rights and benefits as if such Person were a signatory hereto, and the rights and benefits of such Person hereunder may not be impaired without such Person’s express written consent. No assignment (as that term is defined under the Advisers Act) by either party of all or any portion of its rights, obligations or liabilities under this Agreement shall be permitted without the prior written consent of the other party to this Agreement. Any such assignment of this Agreement shall be in accordance with the requirements of the Central Bank.

Section 36. Headings. The headings of the Sections of this Agreement are for convenience of reference only, and are not to be considered in construing the terms and provisions of this Agreement. References to “Section” in this Agreement shall be deemed to refer to the indicated Section of this Agreement, unless the context clearly indicates otherwise.

Section 37. Discretion; Good Faith. Whenever in this Agreement the Manager is permitted or required to make a decision (i) in its “discretion” or under a grant of similar authority or latitude, the Manager shall be entitled to consider such interests and factors as it

 

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desires, including its own interests, or (ii) in its “good faith” or under another express standard, the Manager shall act under such express standard, shall not be subject to any other or different standard imposed by applicable law and may exercise its discretion differently with respect to different investors.

Section 38. Counterparts. Counterparts may be executed through the use of separate signature pages or in any number of counterparts with the same effect as if the parties executing such counterparts had all executed one counterpart. Each party understands and agrees that any portable document format (PDF) file, facsimile or other reproduction of its signature on any counterpart shall be equal to and enforceable as its original signature and that any such reproduction shall be a counterpart hereof that is fully enforceable in any court or arbitral panel of competent jurisdiction.

Section 39. Survival. The provisions of the Section entitled Operating and Personnel Payment (only to the extent that the Operating and Personnel Payment is earned by the Manager prior to termination of this Agreement), and the Sections entitled Covenant/Devotion of Time, Non-Competition, Succession Plan, Exculpation, Indemnification, Limitations on Reference to the Manager, Choice of Law, Forum, Notices, Entire Agreement, Binding Effect; Assignment, Survival and Waiver of Jury Trial shall survive the termination of this Agreement.

Section 40. Waiver of Jury Trial. EACH PARTY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY TO THE EXTENT PERMITTED BY LAW IN ANY PROCEEDING ARISING OUT OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS WAIVER APPLIES TO ANY PROCEEDING, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. EACH PARTY ACKNOWLEDGES THAT IT HAS RECEIVED THE ADVICE OF COMPETENT COUNSEL.

[The rest of this page is intentionally left blank.]

 

 

26


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

 

ROYALTY PHARMA INVESTMENTS 2019 ICAV                    RP MANAGEMENT, LLC
By:   

                                  

      By:   

                                  

Name: Pablo Legorreta       Name: George Lloyd
Title: Director       Title:   Executive Vice President, Investments & General Counsel

Management Agreement Signature Page


Exhibit 10.14

Exhibit A - Succession Plan

Succession

The Compensation Committee of the Board of Directors of RP PLC, in consultation with the Manager, will develop temporary and permanent succession plans for senior management of the Manager, including Pablo Legorreta, Terrance Coyne, Chris Hite, George Lloyd, and James Reddoch. These succession plans will be updated and reviewed periodically with the Compensation Committee, which will report to the Board of Directors of RP PLC.

Temporary Succession Plan

The temporary succession plan:

 

   

will provide a plan for filling the position of the CEO and other member of the senior management on a temporary basis if such person is incapacitated, quits, is terminated, or is otherwise unable to fulfill his duties (“Unavailable”);

 

   

will name one or more current members of senior management of the Manager as potential interim CEO(s) in the event Mr. Legorreta or his successor is Unavailable; and

 

   

will also address potential replacements, contingent hires and/or other temporary arrangements for other members of the senior management of the Manager in the event such person is Unavailable.

The Compensation Committee, in consultation with the Manager, will assess and provide feedback to the Manager regarding the Manager’s senior management team, with the objective of evaluating the Manager’s internal capabilities to handle an executive transition, including the ability of certain executives to assume other senior executive roles on an interim or permanent basis, should it become necessary.

The Board of Directors of RP PLC will meet promptly following the triggering of the temporary succession plan to begin discussions regarding a permanent replacement for the CEO or other members of senior management.

Permanent Succession

If the CEO or another member of senior management of the Manager is Unavailable, that Unavailability is expected to be permanent, and the temporary succession plan does not provide a replacement for that member of senior management that is approved as a long-term replacement for that position by a majority of the independent directors of the Board of Directors of RP PLC, the Manager, in consultation with the Compensation Committee of the Board of Directors of RP PLC, will immediately retain an executive recruiting firm to begin a search process for a permanent replacement for the position in question. The search for a permanent successor may include current members of senior management of the Manager, whether or not named in the proposed in the temporary succession plan. The appointment of any permanent successor to the CEO shall be subject to the consent of a majority of the independent directors of the Board of Directors of RP PLC.


Exhibit B – Approved Actions

 

   

Pablo Legorreta acting as a trustee, executor, administrator, manager, investment advisor, consultant or in any other similar capacity solely for, on behalf of, with respect to or in connection with any Legorreta Family Trust or Legorreta Family Entity. For purposes of the foregoing, (a) a “Legorreta Family Trust” shall mean (i) any trust established at any time by any Legorreta Family Member for the primary benefit of one or more Legorreta Family Members and/or (ii) the estate of any deceased Legorreta Family Member; (b) a “Legorreta Family Entity” shall mean a corporation, partnership limited liability company or similar entity the sole shareholders, members or partners of which are one or more Legorreta Family Members; (c) a “Legorreta Family Member” shall mean: (i) Pablo Legorreta, (ii) a spouse or former spouse of Pablo Legorreta, (iii) a descendant of Pablo Legorreta, (iv) a grandparent of Pablo Legorreta or of any spouse or former spouse of Pablo Legorreta, (v) a descendant of such a grandparent, and/or (vi) a spouse or former spouse of any descendant described in (iii) and (v); and (d) the word “descendant” shall include any individual adopted prior to the age of 18 years and any descendant of such an individual.

 

   

Pablo Legorreta is a co-founder of and has significant influence over Pharmakon Advisors, LP (“Pharmakon”). Mr. Legorreta owns a 33% economic interest in Pharmakon.

 

   

The Manager is affiliated and shares physical premises with ITB-Med AB (“ITBMed”), which is a biopharmaceutical company. ITB-Med leases office space under a lease from the Manager. Pablo Legorreta is also a substantial equity holder of ITB-Med’s parent entity and has the right to appoint a portion of the board members of such parent entity.

 

   

Pablo Legorreta serving as a member of the board of directors of New York Academy of Sciences, Rockefeller University, Brown University, the Hospital for Special Surgery, Pasteur Foundation (the U.S. affiliate of the French Institute Pasteur), Open Medical Institute, Park Avenue Armory, Epizyme, Inc., ITB-Med Pharmaceuticals, Nefro Health and ProKidney, LLC

 

   

Pablo Legorreta is Honorary Chairman of Alianza Médica para la Salud.

 

   

Christopher Hite serving as a member of the advisory board of FasterCures.


Exhibit C

Model Contract Clauses (Controller to Processor)

BETWEEN

(1) the ICAV, which shall be the “data exporter”;

AND

(2) the Manager, which shall be the “data importer”;

each a “party” and together, the “parties”,

HAVE AGREED on the following Standard Contractual Clauses (the “Clauses”) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.

 

1

Definitions

For the purposes of the Clauses:

personal data”, “special categories of data”, “process/processing”, “controller”, “processor”, “data subject” and “supervisory authority” shall have the same meaning as in Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (the “GDPR”) on the protection of individuals with regard to the processing of personal data and on the free movement of such data;

the data exporter” means the controller who transfers the personal data;

the data importer” means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 45 of the GDPR;

the subprocessor” means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;

the applicable data protection law” means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;


technical and organizational security measures” means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

 

2

Details of the Transfer

 

2.1

The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.

 

3

Third-Party Beneficiary Clause

 

3.1

The data subject can enforce against the data exporter this Clause, Clause 4.2 to 4.9, Clause 5.1 to 5.5, and 5.7 to 5.10, Clause 6.1 and 6.2, Clause 7, Clause 8.2, and Clauses 9 to 12 as third-party beneficiary.

 

3.2

The data subject can enforce against the data importer this Clause, Clause 5.1 to 5.5 and 5.7, Clause 6, Clause 7, Clause 8.2, and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.

 

3.3

The data subject can enforce against the subprocessor this Clause, Clause 5.1 to 5.5 and 5.7, Clause 6, Clause 7, Clause 8.2, and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.

 

3.4

The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.

 

4

Obligations of the Data Exporter

The data exporter agrees and warrants:

 

  4.1

that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;

 

  4.2

that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the Clauses;


  4.3

that the data importer will provide sufficient guarantees in respect of the technical and organizational security measures specified in Appendix 2 to this Schedule;

 

  4.4

that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;

 

  4.5

that it will ensure compliance with the security measures;

 

  4.6

that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of the GDPR;

 

  4.7

to forward any notification received from the data importer or any subprocessor pursuant to Clause 5.2 and Clause 8.3 to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;

 

  4.8

to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;

 

  4.9

that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and

 

  4.10

that it will ensure compliance with Clause 4.1 to 4.9.

 

5

Obligations of the Data Importer

The Data Importer agrees and warrants:

 

  5.1

to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and / or terminate this Agreement;


  5.2

that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under this Agreement and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and / or terminate this Agreement;

 

  5.3

that it has implemented the technical and organizational security measures specified in Appendix 2 before processing the personal data transferred;

 

  5.4

that it will promptly notify the data exporter about:

 

  5.4.1

any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation;

 

  5.4.2

any accidental or unauthorized access; and

 

  5.4.3

any request received directly from the data subjects without responding to that request, unless it has been otherwise authorized to do so;

 

  5.5

to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;

 

  5.6

at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;

 

  5.7

to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;

 

  5.8

that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;

 

  5.9

that the processing services by the subprocessor will be carried out in accordance with Clause 11;


  5.10

to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.

 

6

Liability

 

6.1

The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the damage suffered.

 

6.2

If a data subject is not able to bring a claim for compensation in accordance with Clause 6.1 against the data exporter, arising out of a breach by the data importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.

 

6.3

The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.

 

6.4

If a data subject is not able to bring a claim against the data exporter or the data importer referred to in Clauses 6.1 and 6.2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own processing operations under the Clauses.

 

7

Mediation and Jurisdiction

 

7.1

The data importer agrees that if the data subject invokes against it third-party beneficiary rights and / or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:

 

  7.1.1

to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;

 

  7.1.2

to refer the dispute to the courts in the Member State in which the data exporter is established.

 

7.2

The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.


8

Cooperation with Supervisory Authorities

 

8.1

The data exporter agrees to deposit a copy of this Agreement with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.

 

8.2

The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.

 

8.3

The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to Clause 8.2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5.2.

 

9

Governing Law

 

9.1

The Clauses shall be governed by the law of the Member State in which the data exporter is established, namely Ireland.

 

10

Variation of the Contract

 

10.1

The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.

 

11

Status of the Manager.

 

11.1

The Manager shall, for all purposes hereof, be an independent contractor and not an employee of the ICAV and nothing in this Agreement shall be construed as making the ICAV a partner or co-venturer with the Manager or any of its Affiliates or Other Accounts. The Manager shall not have authority to act for, represent, bind or obligate the ICAV, except as specifically provided in this Agreement.

 

12

Succession Plan.

 

12.1

The Manager has established the succession plan attached hereto as Exhibit A.

 

13

Subprocessing

 

13.1

The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses. Where the subprocessor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor’s obligations under such agreement.


13.2

The prior written contract between the data importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in Clause 6.1 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.

 

13.3

The provisions relating to data protection aspects for subprocessing of the contract referred to in Clause 11.1 shall be governed by the law of the Member State in which the data exporter is established, namely Ireland.

 

13.4

The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5.10, which shall be updated at least once a year. The list shall be available to the data exporter’s data protection supervisory authority.

 

14

Obligation after the Termination of Personal Data Processing Services

 

14.1

The parties agree that on the termination of the provision of data processing services, the data importer and the subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.

 

14.2

The data importer and the subprocessor warrant that upon request of the data exporter and / or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in Clause 12.1.


On behalf of the data exporter:
Name (written out in full):
                                                                                                                                                       
Position:
                                                                                                                                                                                                                     
Address:
                                                                                                                                                                                                                     
Signature                                                                                                                                                                                                     
On behalf of the data importer:
Name (written out in full):
                                                                                                                                                       
Position:
                                                                                                                                                                                                                     
Address:
                                                                                                                                                                                                                     
Signature                                                                                                                                                                                                     


Appendix 1

This Appendix forms part of the Clauses and must be completed and signed by the parties.

The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix.

Data exporter

The data exporter is the ICAV.

Data importer

The data importer is the Manager.

Data subjects

The personal data transferred concern the data subjects as described in clause 15.2 of the Agreement.

Categories of data:

The categories of personal data transferred are as described in clause 15.2 of the Agreement.

Special categories of data (if appropriate):

N/A

 

Data Exporter      
Name:   

 

  
Authorized Signature:   

 

  
Data Importer      
Name:   

 

  
Authorized Signature:   

 

  


Appendix 2

This Appendix forms part of the Controller to Processor Clauses and must be completed and signed by the parties.

Description of the technical and organizational security measures implemented by the data importer in accordance with Clauses 4.4 and 5.3 of the Clauses:

The following information provides an overview of the security measures designed and implemented by the data importer to protect its systems, including the physical security, logical access and security, technical security and organizational security and training, that govern access and use of the data importer’s systems:

 

  (i)

the pseudonymisation and encryption of Relevant Data;

 

  (ii)

the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;

 

  (iii)

the ability to restore the availability and access to Relevant Data in a timely manner in the event of a physical or technical incident; and

 

  (iv)

a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing.

 

Data Exporter    
Name:  

 

 
Authorized Signature:  

 

 
Data Importer    
Name:  

 

 
Authorized Signature:  

 

 
EX-21.1 11 d862976dex211.htm EX-21.1 EX-21.1

Exhibit 21.1

Subsidiaries of Royalty Pharma plc

 

Legal Name of Subsidiary

  

Jurisdiction of Organization

Royalty Pharma Holdings Ltd.    England and Wales
Royalty Pharma Investments 2019 ICAV    Ireland
RPI 2019 Intermediate Finance Trust    Delaware
Royalty Pharma Investments    Ireland
RPI Acquisitions (Ireland) Limited    Ireland
RPI Finance Trust    Delaware
Royalty Pharma Collection Trust    Delaware
RP IP HoldCo (Ireland) Limited    Ireland
RP Delano, LLC    Delaware
Royalty Pharma Investments ICAV    Ireland
EX-23.1 12 d862976dex231.htm EX-23.1 EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated March 26, 2020 with respect to the consolidated financial statements of Royalty Pharma Investments and subsidiaries, in the Registration Statement (Form S-1) and related Prospectus of Royalty Pharma plc for the registration of shares of its common stock.

/s/ Ernst & Young

Dublin, Ireland

May 22, 2020

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