SecProbe.io

March 12, 2020
Pablo Legorreta
Chief Executive Officer
Royalty Pharma plc
110 East 59th Street
New York, New York 10022
Re:Royalty Pharma plc
Draft Registration Statement on Form S-1
Submitted February 13, 2020
CIK No. 0001802768
Dear Mr. Legorreta:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted February 13, 2020
Our Portfolio, page 4
1.For each of the commercial products and product candidates shown in your table, please
expand the table to include a brief indication of how you have invested in these products
or product candidates.  In this regard, we note your disclosure under "Acquisition of
royalties" on page 101 of the classifications of the various structures through which you
acquire the rights to royalties.  Please advise us if those classifications would be the most
useful way to present the requested information to investors in this section.
2.Please revise the table to remove the estimated "Total End Market Sales" figures for each
third-party drug or explain why you believe it is appropriate to highlight prominently
these figures in the table.  Also, tell us your basis for highlighting a single year of royalty

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receipts by discussing whether this information provides investors with an adequate basis
to assess the significance of each royalty right.
3.For each product, disclose the expected duration of the royalty obligations to which you
are entitled, including, where appropriate, by disclosing the expiration dates of the
underlying patents or projected expiration dates for any patents that may issue from
pending applications.  If patent cliffs will materially impact your royalty receipts in the
next few years, then please revise the table to prominently disclose this information and
discuss such cliffs in other sections of the prospectus, where appropriate.
Our portfolio is highly diversified across products, therapeutic areas and marketers, page 5
4.We refer to your risk factor disclosure on page 25 concerning your reliance on a limited
number of products.  Please balance your prospectus summary disclosure concerning your
high degree of product diversification by also addressing your reliance on a limited
number of products.
The Manager, page 9
5.Please revise to identify the Manager and discuss the relationship between the Manager
and your officers and directors.  Also, briefly indicate the formula for determining how
the fixed fee payable to the Manager on Adjusted Cash Receipts, and the fixed fee payable
to the Manager on "certain assets," will be determined.  Similarly, briefly indicate the
formula for determining how the quarterly dividends payable to Equity Performance
Award Holdings, an affiliate of the Manager, will be determined.
The Reoganization Transactions, page 9
6.Please revise your diagram on page 10 and on page 53 to show that the Manager will be
entitled to Operating and Personnel Payments, to Equity Performance Awards and to
dividends through its ownership interests of RPI GP 2019, LP.
7.Given the information in your diagram on page 10 that you will be entitled to 82% of the
Existing Royalties and 100% of the New Royalties, please make it more clear in your
disclosure that investors in your offering will be making an investment decision based on
a royalty stream that is more heavily weighted towards New Royalties as compared to
your legacy investors.  Please also tell us if these arrangements present any additional risk
factors, or conflicts of interests, that should be disclosed to investors in your offering.

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Summary of the Offering Structure, page 11
8.We note your disclosure that your offering is being conducted through an "Up-C"
structure.  Please tell us whether you are entering into any tax receivable agreements as
part of the reorganization.
Risk Factors, page 12
9.With reference to your disclosures on pages 47 and 169, please revise the summary to
highlight your anticipated PFIC status and risks to U.S. holders if they do not file timely a
QEF election and/or fail to file annual information returns on IRS Form 8621.
Risk Factors, page 21
10.Although we note your disclosure in the seventh bullet point under "Risk Factors" on page
12, we see limited risk factors addressing actual and potential conflicts of interest with the
Manager and its affiliates.  In this regard, we note your disclosure under "Conflicts of
Interest" on page 144 regarding Mr. Legorreta's involvement with BioPharma Credit PLC
and the potential for conflicts of interest described in that section.  Please ensure that your
risk factors address all material actual and potential conflicts of interest.
We have no employees and will be entirely dependent upon the Manager for all the services we
require, page 23
11.We note from your disclosure under "The Manager" on page 134 that you will retain the
right to remove the Manager in "certain circumstances."  If your ability to remove the
Manager is limited, please expand this risk factor as appropriate.
We make assumptions regarding the royalty duration for terms that are not contractually fixed...,
page 25
12.Please revise to clarify the risk by indicating whether a shortened royalty term has
caused a permanent impairment in recent years.
The success of our business depends upon key members of the Manager's senior advisory
team..., page 35
13.We note your disclosure on page 144 that Mr. Legorreta is a co-founder of, and has
significant influence over, Pharmakon Advisors.  Given this position, please expand your
risk factor disclosure, if appropriate, to discuss any material constraints on the time that
Mr. Legorreta has to devote to you and/or the Manager.
If our Class A ordinary shares are not eligible for deposit and clearing within the facilities of
DTC..., page 45
14.Please tell us, and revise as applicable to clarify, whether this risk applies to all publicly
traded companies or whether the risk is more pronounced for public companies

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incorporated in the U.K.  Also, clarify whether your shares could continue to be listed on
the NYSE or Nasdaq in the event that DTC ceased to act as a depositary and clearing
agency for your ordinary shares.
We expect to be treated as a PFIC for U.S. federal income tax purposes..., page 47
15.We note your disclosure that you "expect to provide information to all electing
shareholders needed to comply with the QEF election, including with respect to any of
[y]our subsidiaries that may be classified as a PFIC" and that "no assurance can be given
that [you] will be able to provide information necessary to make QEF elections with
respect to any subsidiary that is a PFIC and that you will not control."  Please disclose any
material adverse consequences to your shareholders if you are not able to provide the
information necessary for them to make QEF elections with respect to any subsidiary that
is a PFIC and that you do not control.
Unaudited Pro Forma Financial Information, page 62
16.Please note that once you have included complete pro forma financial information in your
Form S-1, we will need sufficient time to review such information and may have
additional comments based on your compliance with Article 11 of Regulation S-X.  We
also encourage you to present your pro forma adjustments in separate columns to more
clearly illustrate the impacts of the various transactions (e.g., Exchange Offer
Transactions, Reorganization Transactions, sale of Class A ordinary shares in IPO, etc. )
to which you are giving effect.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
80
17.Please describe material known trends or uncertainties that have had, or that you
reasonably expect will have, a material favorable or unfavorable impact on total income
and revenues or results of operations.  For example, if the Operating and Personnel
Payments under the new Management Agreement or other aspects of the Exchange Offer
Transactions and Reorganization Transactions will materially impact your general and
administrative expenses or your total operating expenses, or impact your operating
income, please include appropriate disclosure.  Please also disclose any known funding
commitments that would be material to an understanding of your operating results and
financial condition.
Understanding Our Results of Operations, page 84
18.Please quantify the term "de minimis" in paragraph 4 and tell us why it would not be
appropriate to reflect this interest in your organizational diagram on pages 10 and 53.

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Income from royalty assets, page 89
19.You provide an overview of your royalty portfolio on page 83 which disaggregates both
your growth and mature product royalties by product and quantifies the royalties received
from each.  Please consider providing a similar presentation for your income from royalty
assets in order to more clearly illustrate the underlying changes in this income from period
to period.  In this regard, consider disaggregating your royalty income by product for each
period along with the corresponding yield for that period.
Income from royalty assets — Years ended December 31, 2018 and 2017, page 90
20.Please quantify the increases and the offsets for the product categories described in the
second sentence of the first paragraph of this section.
Provision for changes in expected cash flows from royalty assets, page 91
21.Please revise your discussion of changes in your provision to address the credits recorded
to the provision related to your cystic fibrosis franchise in both 2018 and 2017 as well as
for Letairis in 2018.
Non-GAAP Financial Results, page 93
22.So that you do not give undue prominence to your discussion of non-GAAP measures,
please revise your discussion of your Results of Operations beginning on page 89 to
incorporate your discussion on pages 95-97 regarding each of your products to the extent
that this information also impacts the amount of royalty income and revenues recognized
in your financial statements for each period.
Commitments, Contingencies and Guarantees, page 102
23.Please revise footnote 3 to your table in this section to clarify, if true, that the table
excludes the Operating and Personnel Payments payable under the new Management
Agreement.  If Operating and Personnel Payments will be payable under the New
Management Agreement, as described in footnote 3, during the "2022-2023" and
"Thereafter" periods, please revise the table to indicate the potential for such payments
rather than indicating "N/A" in the table for those periods.
Credit and Counterparty Risk, page 106
24.Although we note your reference to the Company Overview within your MD&A for a
discussion of your concentration of receivables balances with select marketers, we do not
see this disclosure in your filing at this time.  Please advise.
Financial Covenants, page 107
25.We note your disclosure in the first paragraph of this section that the Credit Agreement
contains financial covenants that require you to maintain compliance with specified

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financial ratios.  Although we note your disclosure regarding Adjusted EBITDA and your
Secured Leverage ratio in the next paragraph, please revise future amendments to disclose
clearly whether you are and have been in compliance with the financial covenants
specified in the first paragraph of this section.
Senior Secured Credit Facilities, page 107
26.Although we note your disclosure that the maturity dates and interest rates applicable to
certain tranches of term loans under the Credit Agreement are described in "Long-term
Debt," we do not see this disclosure in your filing at this time.  Please advise.  Also please
advise whether you will update the "Borrowings" presentation included on page 101 to
add the terms of the new Credit Agreement, and any balances as of March 31, 2020.
Development-Stage Product Candidates, page 130
27.Please revise the disclosure in this section to provide royalty rate disclosures applicable to
the development-stage product candidates.
U.S. Investment Company Act Status, page 135
28.Please note we will continue to assess the disclosure in this section and in the risk factor
on pages 34-35 and may have further comment.
Management, page 137
29.We note your disclosure in the last risk factor on page 23 that your success will be largely
dependent upon the expertise and services of others, including the investment committee.
Accordingly, please disclose who is serving or will be serving on the investment
committee.
Directors (who are not Executive Officers), page 138
30.Refer to Regulation S-K Item 401(e)(1) and ensure that you have described the business
experience during the past five years of each director and each person's principal
occupations and employment during the past five years.  As examples, please disclose: (i)
when Dr. De Souza become the Executive Chairman of Bionomics Ltd.; (ii) whether Mr.
Norden's position as Chief Financial Officer of Wyeth ended within the last five years;
(iii) Mr. Giuliani's principal business occupations and employment during the past five
years; and (iv) whether Mr. Riggs continues to serve on the Investment Committee.
Executive Officer Compensation, page 142
31.With reference to your disclosure at the bottom of page F-28, please provide us an
analysis explaining why you do not include Regulation S-K, Item 402 disclosure for fiscal
2019.  Please also provide us with additional analysis to support your position that Item
402 disclosure will not be required for future periods given your newly adopted structure.

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Certain Relationships and Related Party Transactions, page 144
32.Please file the agreements related to the Equity Performance Awards and the Director
Appointment Agreement as exhibits to your filing.
Operating and Personnel Payment, page 145
33.With respect to the 0.25% fee payable on the GAAP value of security investments at the
end of the quarter, it appears that the Manager would be entitled to this fee based on the
mark-to-market value of those securities at the end of every quarter even though you
might not actually realize any gains in those securities when sold.  If that is the case,
please make that clear.  If this fee structure presents a conflict of interest, please include
appropriate disclosure, including risk factor disc