MANAGEMENT AGREEMENT Dated as of , 2020Management Agreement • May 22nd, 2020 • Royalty Pharma PLC • Pharmaceutical preparations • New York
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).
AMENDED AND RESTATED MANAGEMENT AGREEMENT Dated as of , 2020Management Agreement • May 22nd, 2020 • Royalty Pharma PLC • Pharmaceutical preparations • New York
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).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. RESEARCH, DEVELOPMENT AND...Development and Commecialization Agreement • May 22nd, 2020 • Royalty Pharma PLC • Pharmaceutical preparations • Massachusetts
This Agreement is a modification and continuation of a relationship originally set forth in an earlier Cystic Fibrosis Research Alliance and Commercialization Agreement dated as of May 19, 2000 (the “Original Agreement”), between the Cystic Fibrosis Foundation, which is an Affiliate of CFFT, and Aurora Biosciences Corporation, which was acquired by Vertex in 2001. Except as specifically provided herein, this Agreement supercedes in its entirety the Original Agreement which shall be of no further force and effect.
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 • May 22nd, 2020 • Royalty Pharma PLC • Pharmaceutical preparations
Whereas, Cystic Fibrosis Foundation Therapeutics Incorporated, a Delaware corporation (“CFFT”), and Vertex Pharmaceuticals Incorporated, a Massachusetts corporation (“Vertex”), are parties to that certain Research, Development and Commercialization Agreement dated May 24, 2004, as previously amended by Amendment No. 1 thereto dated January 6, 2006, Amendment No. 2 thereto dated as of January 1, 2006, Amendment No. 3 thereto dated November 20, 2006, Amendment No. 4 thereto dated August 20, 2007, Amendment No. 5 thereto dated as of April 1, 2011, and Amendment No. 6 thereto dated March 29, 2012 (collectively, the “Agreement”). Capitalized terms used herein without specific definition shall have the meanings set forth in the Agreement.
AMENDMENT NO. 2 to RESEARCH, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT, DATED MAY 24, 2004, by and between VERTEX PHARMACEUTICALS INCORPORATED and CYSTIC FIBROSIS FOUNDATION THERAPEUTICS INCORPORATEDResearch, Development and Commercialization Agreement • May 22nd, 2020 • Royalty Pharma PLC • Pharmaceutical preparations
This Amendment No. 2 (the “Second Amendment”) is made as of January 1, 2006 (the “Effective Date”) by and between Vertex Pharmaceuticals Incorporated, a Massachusetts corporation with its principal offices at 130 Waverly Street, Cambridge, Massachusetts 02139-4242 (“Vertex”), and Cystic Fibrosis Foundation Therapeutics Incorporated, a Delaware corporation with its principal offices at 6931 Arlington Road, Bethesda, Maryland 20814 (“CFFT”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. AMENDMENT NO. 1 TO RESEARCH,...Development And • May 22nd, 2020 • Royalty Pharma PLC • Pharmaceutical preparations
This Amendment No. 1 (the “Amendment”) is made this 6th day of January, 2006 (the “Effective Date”) between Vertex, a Massachusetts corporation with principal offices at 130 Waverly Street, Cambridge, MA 02139-4242 and CFFT, a Delaware corporation with principal offices at 6931 Arlington Road, Bethesda, Maryland 20814. Vertex and CFFT are referred to hereinafter collectively as the Parties.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. AMENDMENT NO. 5 to RESEARCH,...Development and Commercialization Agreement • May 22nd, 2020 • Royalty Pharma PLC • Pharmaceutical preparations
This Amendment No. 5 (the “Fifth Amendment”) is made effective as of April 1, 2011 (the “Effective Date”) by and between Vertex Pharmaceuticals Incorporated, a Massachusetts corporation with its principal offices at 130 Waverly Street, Cambridge, Massachusetts 02139-4242 (“Vertex”), and Cystic Fibrosis Foundation Therapeutics Incorporated, a Delaware corporation with its principal offices at 6931 Arlington Road, Bethesda, Maryland 20814 (“CFFT”).
6,040,000,000 CREDIT AGREEMENT dated as of February 11, 2020 among RPI 2019 INTERMEDIATE FINANCE TRUST, THE LENDERS FROM TIME TO TIME PARTY HERETO, BANK OF AMERICA, N.A., as Administrative Agent, CITIBANK, N.A., GOLDMAN SACHS BANK USA, JPMORGAN CHASE...Credit Agreement • May 22nd, 2020 • Royalty Pharma PLC • Pharmaceutical preparations
Credit Agreement (this “Agreement”) dated as of February 11, 2020 among RPI 2019 INTERMEDIATE FINANCE TRUST, a Delaware statutory trust (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, CITIBANK, N.A., GOLDMAN SACHS BANK USA, JPMORGAN CHASE BANK USA and MORGAN STANLEY SENIOR FUNDING, INC., as Co-Syndication Agents, and BANK OF MONTREAL, THE BANK OF NOVA SCOTIA, BBVA USA, DNB CAPITAL LLC, PNC BANK, NATIONAL ASSOCIATION, TD BANK, N.A., TRUIST BANK and UBS AG, STAMFORD BRANCH as Co-Documentation Agents.
