REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 13th, 2020 • Royalty Pharma PLC • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT dated September 2, 2020 (this “Agreement”) is entered into by and among Royalty Pharma plc, an English public limited company incorporated in England and Wales (the “Company”), the guarantor listed in Schedule 1 hereto (the “Initial Guarantor”), and BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co LLC (collectively, the “Representatives”) of the initial purchasers listed in Schedule I to the Purchase Agreement (as defined below) (the “Initial Purchasers”).
UNDERWRITING AGREEMENT ROYALTY PHARMA PLC [●] Class A Ordinary Shares Underwriting AgreementUnderwriting Agreement • October 13th, 2020 • Royalty Pharma PLC • Pharmaceutical preparations • New York
Certain shareholders named in Schedule 2 hereto (the “Selling Shareholders”) of Royalty Pharma plc, an English public limited company incorporated under the laws of England and Wales (the “Company”) propose to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [●] Class A Ordinary Shares (collectively, the “Underwritten Shares”), par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”). In addition, the Selling Shareholders propose to sell, at the option of the Underwriters, up to an additional [●] Class A Ordinary Shares of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The Class A Ordinary Shares to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
INDENTURE Dated as of September 2, 2020 Among ROYALTY PHARMA PLC, ROYALTY PHARMA HOLDINGS LTD. and WILMINGTON TRUST, NATIONAL ASSOCIATION, as TrusteeIndenture • October 13th, 2020 • Royalty Pharma PLC • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT by and among the Persons listed on Schedule A and Schedule B hereto and ROYALTY PHARMA PLC Dated as of June 18, 2020Registration Rights Agreement • October 13th, 2020 • Royalty Pharma PLC • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of June 18, 2020 (as it may be amended supplemented or otherwise modified from time to time, this “Agreement”), is made among Royalty Pharma plc, an English public limited company incorporated under the laws of England and Wales (the “Company”); the persons listed on Schedule A hereto and any transferee of Registrable Securities to whom any person listed on Schedule A hereto shall Assign any rights hereunder in accordance with Section 4.6 (each such Person, a “Holder”); and the persons listed on Schedule B hereto and any transferee of Registrable Securities to whom any persons listed on Schedule B hereto shall Assign any rights hereunder in accordance with Section 4.6 (each such Person, a “Specified Holder”). Capitalized terms used in this Agreement without definition have the meaning set forth in Section 1.
MANAGEMENT AGREEMENT Dated as of June 15, 2020Management Agreement • October 13th, 2020 • Royalty Pharma PLC • Pharmaceutical preparations • New York
This MANAGEMENT AND SERVICES AGREEMENT (this “Agreement”) is effective as of the 15th day of June, 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 11 June, 2020Management Agreement • October 13th, 2020 • Royalty Pharma PLC • Pharmaceutical preparations • New York
This AMENDED AND RESTATED MANAGEMENT AND SERVICES AGREEMENT (this “Agreement”) is effective as of the 11th day of June, 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).
DEED OF INDEMNITYDeed of Indemnity • October 13th, 2020 • Royalty Pharma PLC • Pharmaceutical preparations • England and Wales
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. AMENDED AND RESTATED...Purchase and Sale Agreement • October 13th, 2020 • Royalty Pharma PLC • Pharmaceutical preparations • New York
This AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this “Purchase and Sale Agreement”) dated as of November 14, 2014 is between Cystic Fibrosis Foundation Therapeutics, Inc., a Maryland corporation and the Person defined as “CFFT” in the Counterparty Agreement (the “Seller”), and RPI Finance Trust, a Delaware statutory trust (the “Purchaser”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. RESEARCH, DEVELOPMENT AND...Research, Development and Commercialization Agreement • October 13th, 2020 • Royalty Pharma PLC • Pharmaceutical preparations • Massachusetts
This Agreement is a modification and continuation of a relationship originally set forth in an earlier Cystic Fibrosis Research Alliance and Commercialization Agreement dated as of May 19, 2000 (the “Original Agreement”), between the Cystic Fibrosis Foundation, which is an Affiliate of CFFT, and Aurora Biosciences Corporation, which was acquired by Vertex in 2001. Except as specifically provided herein, this Agreement supercedes in its entirety the Original Agreement which shall be of no further force and effect.
EXCHANGE AGREEMENTExchange Agreement • October 13th, 2020 • Royalty Pharma PLC • Pharmaceutical preparations • England and Wales
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. Amendment No. 7 Research,...Research, Development and Commercialization Agreement • October 13th, 2020 • Royalty Pharma PLC • Pharmaceutical preparations
Whereas, Cystic Fibrosis Foundation Therapeutics Incorporated, a Delaware corporation (“CFFT”), and Vertex Pharmaceuticals Incorporated, a Massachusetts corporation (“Vertex”), are parties to that certain Research, Development and Commercialization Agreement dated May 24, 2004, as previously amended by Amendment No. 1 thereto dated January 6, 2006, Amendment No. 2 thereto dated as of January 1, 2006, Amendment No. 3 thereto dated November 20, 2006, Amendment No. 4 thereto dated August 20, 2007, Amendment No. 5 thereto dated as of April 1, 2011, and Amendment No. 6 thereto dated March 29, 2012 (collectively, the “Agreement”). Capitalized terms used herein without specific definition shall have the meanings set forth in the Agreement.
AMENDMENT NO. 2 to RESEARCH, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT, DATED MAY 24, 2004, by and between VERTEX PHARMACEUTICALS INCORPORATED and CYSTIC FIBROSIS FOUNDATION THERAPEUTICS INCORPORATEDResearch, Development and Commercialization Agreement • October 13th, 2020 • Royalty Pharma PLC • Pharmaceutical preparations
This Amendment No. 2 (the “Second Amendment”) is made as of January 1, 2006 (the “Effective Date”) by and between Vertex Pharmaceuticals Incorporated, a Massachusetts corporation with its principal offices at 130 Waverly Street, Cambridge, Massachusetts 02139-4242 (“Vertex”), and Cystic Fibrosis Foundation Therapeutics Incorporated, a Delaware corporation with its principal offices at 6931 Arlington Road, Bethesda, Maryland 20814 (“CFFT”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. AMENDMENT NO. 1 TO RESEARCH,...Research, Development and Commercialization Agreement • October 13th, 2020 • Royalty Pharma PLC • Pharmaceutical preparations
This Amendment No. 1 (the “Amendment”) is made this 6th day of January, 2006 (the “Effective Date”) between Vertex, a Massachusetts corporation with principal offices at 130 Waverly Street, Cambridge, MA 02139-4242 and CFFT, a Delaware corporation with principal offices at 6931 Arlington Road, Bethesda, Maryland 20814. Vertex and CFFT are referred to hereinafter collectively as the Parties.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. AMENDMENT NO. 5 to RESEARCH,...Research, Development and Commercialization Agreement • October 13th, 2020 • Royalty Pharma PLC • Pharmaceutical preparations
This Amendment No. 5 (the “Fifth Amendment”) is made effective as of April 1, 2011 (the “Effective Date”) by and between Vertex Pharmaceuticals Incorporated, a Massachusetts corporation with its principal offices at 130 Waverly Street, Cambridge, Massachusetts 02139-4242 (“Vertex”), and Cystic Fibrosis Foundation Therapeutics Incorporated, a Delaware corporation with its principal offices at 6931 Arlington Road, Bethesda, Maryland 20814 (“CFFT”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. Amendment No. 1 to the...Amendment No. 1 to the Amended and Restated Purchase and Sale Agreement • October 13th, 2020 • Royalty Pharma PLC • Pharmaceutical preparations
This Amendment No. 1 (“Amendment”) to the Amended and Restated Purchase and Sale Agreement dated November 24, 2014 (“Purchase and Sale Agreement”) is entered into by and between Cystic Fibrosis Foundation Therapeutics, Inc. (“Seller”) and RPI Finance Trust (“Purchaser”) on this 13th day of October 2016 (“Amendment Effective Date”). Unless otherwise specified, the capitalized terms used in this Amendment shall have the same meaning as in the Purchase and Sale Agreement.
