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 April 9, 2025

Terrance Coyne
Chief Financial Officer
Royalty Pharma plc
110 East 59th Street
New York, NY 10022

 Re: Royalty Pharma plc
 Form 10-K for the year ended December 31, 2024
 Filed February 12, 2025
 File No. 001-39329
Dear Terrance Coyne:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 April 4, 2025
 VIA EDGAR Ms. Sasha Parikh and
Mr. Kevin Vaughn U.S. Securities and Exchange Commission
 Division of Corporation Finance Office of Life Sciences
 100 F Street, N.E. Washington, D.C. 20549

 Re:
 Royalty Pharma plc
 Form 10-K for the period ended December 31, 2024
 Filed February 12, 2025
 File No. 001-39329 Dear Ms. Parikh
and Mr. Vaughn, This letter responds to the comments of the staff of the U.S. Securities and Exchange Commission’s Division of
Corporation Finance (the “Staff”) contained in the Staff’s letter to Terrance Coyne, Chief Financial Officer of Royalty Pharma plc (the “Company”), dated March 28, 2025, regarding the above-referenced filing. For your
convenience, we have reproduced the Staff’s comment in bold immediately preceding the Company’s response. Form 10-K for the period ended December 31, 2024 Management’s Discussion and Analysis
 Critical Accounting Policies and Use of Estimates, page 71

 1.
 You disclose on page 99 that in 2024 you refined your methodology to value your financial royalty assets.
Please address the following regarding this change in methodology, with a view to revising your disclosures in future filings:

 •

 Identify and to the extent possible quantify how this change impacted your valuation of financial royalty
assets in 2024 and in subsequent periods compared to your previously used methodology. Refer to Item 303(b)(3).

 •

 You disclose that your decision to begin using the Monte Carlo model “given the growing complexity of the
portfolio.” Explain how your use of the model impacts the valuation outcomes for your traditional royalty assets compared to your synthetic royalty assets.

 •

 As part of your response, please provide your proposed disclosure changes to be made in future filings
 In response to the Staff’s comment in the first bullet of Comment 1 regarding the impact due to the change in the valuation
methodology and reference to Item 303(b)(3), the Company respectfully advises the Staff that the disclosure of fair value on page 99 of its Form 10-K does not impact the Company’s financial condition or
results of operations. The Company accounts for its financial royalty assets under ASC 310 and measures them at amortized cost using the prospective effective interest method described in ASC 835. The Company only discloses the fair value for such
assets following the rules prescribed by ASC 825-10-50-10 through 50-15. Because financial royalty assets

 Ms. Sasha Parikh and Mr. Kevin Vaughn
 U.S. Securities and Exchange Commission Division of Corporation
Finance Office of Life Sciences

are not accounted for at fair value, the requirements in Item 303(b)(3) are not directly applicable to the disclosure of the fair value of such assets, nor the impact of the 2024 methodology
change from a discounted cash flow to a Monte-Carlo model to derive the fair value disclosed. The Company respectfully advises the Staff that the adoption of the Monte-Carlo model in 2024 did not have a material impact in the determination of fair
value, which resulted in an increase to the disclosed fair value of approximately 6% compared to the Company’s legacy discounted cash flow approach for 2024.
 In response to the Staff’s comment in the second bullet of Comment 1 regarding the Monte-Carlo model’s impact to the valuation outcomes for
traditional versus synthetic royalty assets, the Company respectively advises the Staff that the reference to traditional or synthetic royalty assets only relates to the origin of a royalty asset and not to its economic features or complexity. A
traditional royalty asset refers to the acquisition of an existing contractual right to a payment based on a percentage of top-line sales from a licensee’s use of a product, technology or intellectual
property. These may also be generated through other forms of legal contracts other than license agreements, such as collaboration arrangements, asset acquisitions, or legal settlements. A synthetic royalty asset is a newly created contractual right
to a percentage of top-line sales payable by the developer or marketer of a therapy to a royalty investor in exchange for funding. The unique attributes of a royalty asset’s economic terms, which may
include royalty tiers, milestone payments, caps and floors, are more impactful to the valuation under a Monte-Carlo framework as opposed to its characterization as a traditional vs. synthetic royalty asset. As royalty monetization transactions
continue to gain acceptance in the biopharma sector and the Company’s portfolio grows to include more complex financial royalty assets, the Company believes the Monte-Carlo Approach captures the significant uncertainty and variability
associated with these option-like features. To improve the clarity of the fair value disclosure for financial royalty assets, we plan to expand the fair
value disclosure going forward starting in our Form 10-Q for the quarter ended March 31, 2025, as follows:
 Fair Value Disclosure of Financial Assets Not Measured at Fair Value
 Financial royalty assets are not measured at fair value. Instead, they are measured and carried at amortized cost using the effective interest method on the
condensed consolidated balance sheets. Financial royalty assets do not include our entire portfolio of investments, and specifically exclude the following:

 •

 development-stage product candidates where the funding was (i) expensed as upfront R&D
upon acquisition (e.g., Trodelvy and Nurtec ODT), (ii) expensed as ongoing R&D (e.g., our funding arrangement for litifilimab with Biogen) or (iii) treated as a derivative instrument (e.g.,
 CK-586); and

 •

 contractual funding arrangements (e.g., the MorphoSys Development Funding Bonds and the Cytokinetics Funding
Arrangements), which are accounted for as available for sale debt securities.
 2

 Ms. Sasha Parikh and Mr. Kevin Vaughn
 U.S. Securities and Exchange Commission Division of Corporation
Finance Office of Life Sciences
 We used a Monte Carlo simulation under the option pricing framework to calculate the fair value of our
portfolio of financial royalty assets for disclosure as of March 31, 2025 and December 31, 2024. In 2024, we refined our methodology to calculate the fair value given the growing complexity of our royalty investments, which may include
features such as milestone payments, royalty tiers, caps, and floors that could alter the cash flows based on future commercial, clinical, or regulatory outcomes.
 The Monte Carlo model allows us to simulate a range of different outcomes based on various inputs, primarily the underlying projected product sales of each
royalty bearing product, to project the cash flows, including royalty receipts and milestone payments, based on each of the simulated sales scenarios. The Monte Carlo methodology also takes volatility at the sales level into consideration. The fair
value of financial royalty assets disclosed herein is classified as Level 3 within the fair value hierarchy since it is determined based on inputs that are both significant and unobservable.
 *   *   *
 Please do not hesitate to contact me by telephone at (212) 883-2276 or via e-mail at tcoyne@royaltypharma.com with any questions regarding this correspondence.

 Very truly yours,

 /s/ Terrance Coyne

 Terrance Coyne

 Executive Vice President and Chief Financial Officer

 3

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<TEXT>
 March 28, 2025

Terrance Coyne
Chief Financial Officer
Royalty Pharma plc
110 East 59th Street
New York, NY 10022

 Re: Royalty Pharma plc
 Form 10-K for the year ended December 31, 2024
 Filed February 12, 2025
 File No. 001-39329
Dear Terrance Coyne:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the year ended December 31, 2024
Management's Discussion and Analysis
Critical Accounting Policies and Use of Estimates, page 71

1. You disclose on page 99 that in 2024 you refined your methodology to
value your
 financial royalty assets. Please address the following regarding this
change in
 methodology, with a view to revising your disclosures in future filings:
 Identify and to the extent possible quantify how this change
impacted your
 valuation of financial royalty assets in 2024 and in subsequent
periods compared
 to your previously used methodology. Refer to Item 303(b)(3).
 You disclose that your decision to begin using the Monte Carlo model
"given the
 growing complexity of the portfolio." Explain how your use of the
model impacts
 the valuation outcomes for your traditional royalty assets compared
to your
 synthetic royalty assets.
 As part of your response, please provide your proposed disclosure
changes to be
 made in future filings.
 March 28, 2025
Page 2

 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Sasha Parikh at 202-551-3627 or Kevin Vaughn at
202-551-3494 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
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United States securities and exchange commission logo
January 30, 2024
Terrance Coyne
Chief Financial Officer
Royalty Pharma plc
110 East 59th Street
New York, NY 10022
Re:Royalty Pharma plc
Form 10-K for the period ended December 31, 2022
Filed February 15, 2023
File No. 001-39329
Dear Terrance Coyne:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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CORRESP

 January 24, 2024

VIA EDGAR

 Ms. Sasha Parikh and
Mr. Kevin Vaughn

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Royalty Pharma plc

Form 10-K for the period ended December 31, 2022

Filed February 15, 2023

File No. 001-39329

 Dear Ms. Parikh
and Mr. Vaughn,

 We are providing this letter following discussions with the staff of the U.S. Securities and Exchange Commission (the
“Staff”) on December 18, 2023 and January 5, 2024 related to Question 3 contained in the letter to Terrance Coyne, Chief Financial Officer of Royalty Pharma plc (the “Company”), dated November 27, 2023, regarding
the above-referenced filing. As noted in prior correspondence with the Staff dated December 11, 2023 related to Question 3, the Company will no longer report the non-GAAP measure Adjusted Cash Flow. In
addition:

•

 the Company will not report the proposed non-GAAP measure Portfolio Cash
Flow After Capital Deployment, and

•

 the Company will report the non-GAAP measure Portfolio Cash Flow, which
is contained within a covenant in the Company’s credit agreement. Because this covenant is a material term of its credit agreement, disclosure of Portfolio Cash Flow is material to an investor’s understanding of the Company’s
liquidity. In accordance with Question 102.09 of the Compliance & Disclosure Interpretations regarding Non-GAAP Financial Measures, the Company will report Portfolio Cash Flow using the same
terminology used in the Company’s credit agreement and as calculated in the credit agreement.

 *  *
  *

 Please do not hesitate to contact me by telephone at (212) 883-2276 or via e-mail at tcoyne@royaltypharma.com with any questions regarding this correspondence.

Very truly yours,

 /s/ Terrance Coyne

Terrance Coyne

Executive Vice President and Chief Financial Officer

cc:
 Via E-mail

Pablo Legorreta, Founder and Chief Executive Officer

 George
Lloyd, Executive Vice President, Investments and Chief Legal Counsel

 Richard D. Truesdell, Jr., Davis Polk & Wardwell LLP

CORRESP
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CORRESP

 December 11, 2023

VIA EDGAR

 Ms. Sasha Parikh and
Mr. Kevin Vaughn

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Royalty Pharma plc

Form 10-K for the period ended December 31, 2022

Filed February 15, 2023

File No. 001-39329

 Dear Ms. Parikh
and Mr. Vaughn,

 This letter responds to the comments of the staff of the U.S. Securities and Exchange Commission’s Division of
Corporation Finance (the “Staff”) contained in the Staff’s letter to Terrance Coyne, Chief Financial Officer of Royalty Pharma plc (the “Company”), dated November 27, 2023, regarding the above-referenced filing. For
your convenience, we have reproduced each of the Staff’s comments in bold immediately preceding the Company’s response.

 Form 10-K for the period ended December 31, 2022

 Non-GAAP
Financial Results, page 68

1.
 We continue to have concerns about your current presentation of Adjusted EBITDA. With regards to compliance
with your credit agreement, you may disclose Adjusted EBITDA based on the calculation provided in your response to comment one in your letter dated September 19, 2023, which uses the same terminology used in the credit agreement and is
calculated to reflect its definition in the credit agreement. Refer to question 102.09 of the non-GAAP Compliance and Disclosure Interpretations.

Response:

 The Company
respectfully acknowledges the Staff’s comment and advises the Staff that it will revise its disclosure in future filings, including its Annual Report on Form 10-K for the year ended December 31, 2023
(the “2023 10-K”), to present Adjusted EBITDA using the same terminology used in the Company’s credit agreement and calculated to reflect its definition in the credit agreement. The Company
further assures the Staff that any such disclosure will include the material terms of the Company’s credit agreement, the amount or limit required for compliance with the financial covenants that use Adjusted EBITDA and the actual or reasonably
likely effects of compliance or non-compliance with the financial covenants that use Adjusted EBITDA on the Company’s financial condition and liquidity in accordance with Question 102.09 of the
Compliance & Disclosure Interpretations regarding Non-GAAP Financial Measures.

2.
 As noted in prior comment two, your presentation of Adjusted Cash Receipts as a non-GAAP measure appears to include certain adjustments that are prohibited by Item 10(e)(1)(ii)(A) of Regulation S-K. Please revise to remove your disclosure of Adjusted Cash
Receipts as a non-GAAP measure.

 Response:

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it will revise its disclosure in its future filings,
including its 2023 10-K, to remove its disclosure of Adjusted Cash Receipts as a non-GAAP measure. Management has concluded that it will refer to what was formerly known
as “Adjusted Cash Receipts” as “Portfolio Receipts.” Portfolio receipts is a metric defined as the sum of (i) royalty receipts, which includes variable payments based on sales of products and (ii) milestones and other
contractual receipts, which include sales-based or regulatory milestones payments and other fixed contractual receipts, in each case net of contractual payments to the legacy non-controlling interests.
Management believes that Portfolio Receipts is a key performance metric because it represents the Company’s ability to generate cash from its portfolio investments, the primary source of capital that the Company can deploy to make new portfolio
investments.

 The table below reflects the new presentation of Portfolio Receipts that the Company will adopt in its 2023 10-K.

(in 000s)

Year Ended December 31,

Change

2022

2021

$

%

 Cystic fibrosis franchise

$
 690,007

$
 582,378

107,629

18.5

 Tysabri

304,794

304,264

530

0.2

 Imbruvica

257,729

290,880

(33,151
)

(11.4
)

 Xtandi

153,884

130,313

23,571

18.1

 Promacta

149,707

143,104

6,603

4.6

 Tremfya

97,307

35,718

61,589

172.4

 Trelegy

89,915

—

—

—

 Cabometyx/Cometriq

55,426

33,722

21,704

64.4

 Evrysdi

40,645

16,098

24,547

152.5

 Prevymis

37,126

37,505

(379
)

(1.0
)

 Farxiga/Onglyza

36,134

29,984

6,150

20.5

 Orladeyo

21,801

6,740

15,061

223.5

 Trodelvy

20,448

11,041

9,407

85.2

 Erleada

17,620

11,726

5,894

50.3

 Crysvita

16,816

13,798

3,018

21.9

 Emgality

15,522

12,760

2,762

21.6

 Nurtec ODT

14,984

6,553

8,431

128.7

 Other Product Royalties (1)

223,554

341,721

(118,167
)

(34.6
)

 Royalty Receipts

2,243,419

2,008,305

235,114

11.7

 Milestones and Other Contractual Receipts (2)

545,874

120,633

425,241

352.5

 Portfolio Receipts

$
2,789,293

$
2,128,938

660,355

31.0

(1)
 Other Product Royalties primarily include royalties on sales of the following products: Cimzia, Entyvio, HIV
Franchise, IDHIFA, Januvia, Janumet, Other DPP-IVs, Letairis, Lexiscan, Mircera, Myozyme, Nesina, Soliqua and Tazverik.

(2)
 Milestones and Other Contractual Receipts include receipts related to Bosulif (a product co-developed by our joint venture investee, Avillion) and distributions from the Legacy SLP Interest, both of which are presented as Distributions from equity method investees on the Statements of Cash Flows).
Milestones and Other Contractual Receipts also include quarterly redemption payments of $12.9 million related to the Series A Biohaven Preferred Shares. The 2022 amount also includes accelerated redemption payments of $457.6 million
for all outstanding Series A and Series B Biohaven Preferred Shares following Pfizer’s acquisition of Biohaven in October 2022. The 2021 amount also includes a one-time milestone payment of
$37.1 million that we received in respect of Soliqua.

 2

 The Company’s disclosures of this key performance metric will comply with the
disclosure requirements in SEC Release No. 33-10751, including to disclose that Portfolio Receipts is a summation of the following line items from the Company’s Statement of Cash Flows :

•

 Cash collections from financial royalty assets;

•

 Cash collections from intangible royalty assets;

•

 Other royalty cash collections;

•

 Proceeds from available for sale debt securities; and

•

 Distributions from equity method investees,

less

 Distributions to
legacy non-controlling interests.

 Portfolio Receipts does not include proceeds from equity
securities or proceeds from purchases and sales of marketable securities, both of which the Company believes are not fundamental to its business strategy.

3.
 We have reviewed your response to prior comment two regarding the
non-GAAP measure Adjusted Cash Flow. As the basis used to determine what amounts are included in and excluded from Adjusted Cash Flow remains unclear, please provide us with additional information explaining
the manner in which this measure is calculated. In addition, further explain why this measure provides useful information to investors, including as compared to other disclosed amounts such as Net Cash Provided by Operating Activities.

 Response:

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it will no longer report the non-GAAP measure Adjusted Cash Flow starting with the Company’s 2023 10-K. The Company respectfully advises the Staff that the Company intends to disclose two new non-GAAP measures, Portfolio Cash Flow and Portfolio Cash Flow After Capital Deployment.1

As noted in prior correspondence with the Staff, the Company believes its investors and research analysts rely on the cash fundamentals of its
business — specifically, the Company’s ability to generate cash from portfolio investments and use that cash to make future portfolio investments or to engage in other capital transactions such as dividends, share repurchases and debt
service — when assessing the business. Portfolio Cash Flow will present cash generated from portfolio investments after cash payments for operating and professional costs and interest, and Portfolio Cash Flow After Capital Deployment will
present cash generated from portfolio investments after cash payments for operating and professional costs and interest, and all investments in royalties, milestones and other contractual receipts. We will supplementally present the detail of
capital deployment by category as they appear on the Company’s GAAP financial statements. Capital Deployment represents the total outflows that will drive future Portfolio Receipts as outlined in the above Question 2 response. Capital
Deployment does not include investments in equity securities or marketable securities for the reasons noted in the above Question 2 response.

1
 For clarity, the Company will comply with Item 10(e)(1(ii)(A) of Regulation
S-K when disclosing Portfolio Cash Flow and Portfolio Cash Flow After Capital Deployment. Portfolio Cash Flow will exclude cash settled charges in the form of development-stage funding payments, however,
Portfolio Cash Flow (and Portfolio Cash Flow After Capital Deployment) will not be included in periodic reports filed with the Commission, including the Company’s Annual Reports on Form 10-K.

 3

 These two new measures, Portfolio Cash Flow and Portfolio Cash Flow After Capital
Deployment, will simplify the presentation of the Company’s cash fundamentals to investors. Portfolio Cash Flow will include all cash generated by portfolio investments less cash payments for operating and professional costs and
interest. Similarly, Portfolio Cash Flow After Capital Deployment will account for all cash used in the Company’s business of making portfolio investments that will generate future Portfolio Receipts, regardless of how such
investment is classified in the Company’s Statement of Cash Flows2.

 Portfolio
Cash Flow will provide investors with a single measure of the cash generated by the Company’s fundamental investment business each period, after cash expenses that are necessary to operate the business, and that is, therefore, available to fund
future portfolio investments (i.e., generate future Portfolio Receipts) or engage in capital transactions. Portfolio Cash Flow After Capital Deployment will provide investors with a single measure of the cash generated or expended by the business
each period after capital deployment for portfolio investments during a period.

 The Company will reconcile Portfolio Cash
Flow and Portfolio Cash Flow After Capital Deployment to Net cash provided by operating activities. While not a replacement for GAAP, the Company believes this supplemental information is useful to investors because under GAAP, cash generated
by (used in) the Company’s portfolio investments is presented in various line items of its Statement of Cash Flows in a manner that makes it difficult to easily understand the cash fundamentals of its business. Management has concluded that
Portfolio Cash Flow and Portfolio Cash Flow After Capital Deployment provide valuable information to investors about the net cash inflows of the business before and after capital deployment for portfolio investments.

*        *        *

We hope that the foregoing has been responsive to the Staff’s comments. Please do not hesitate to contact me by telephone at (212) 883-2276 or via e-mail at tcoyne@royaltypharma.com with any questions or comments regarding this correspondence.

Very truly yours,

 /s/ Terrance Coyne

Terrance Coyne

Executive Vice President and Chief Financial Officer

cc:
 Via E-mail

Pablo Legorreta, Founder and Chief Executive Officer

 George
Lloyd, Executive Vice President, Investments and Chief Legal Counsel

 Richard D. Truesdell, Jr., Davis Polk & Wardwell LLP

2
 Capital Deployment includes portfolio investments that are classified as an acquisition of a royalty asset, a
development stage funding payment, an investment in an equity method investee or the purchase of an available for sale debt security.

 4

United States securities and exchange commission logo
November 27, 2023
Terrance Coyne
Chief Financial Officer
Royalty Pharma plc
110 East 59th Street
New York, NY 10022
Re:Royalty Pharma plc
Form 10-K for the period ended December 31, 2022
Filed February 15, 2023
File No. 001-39329
Dear Terrance Coyne:
            We have reviewed your filing and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the period ended December 31, 2022
Non-GAAP Financial Results, page 68
1.We continue to have concerns about your current presentation of Adjusted EBITDA. With
regards to compliance with your credit agreement, you may disclose Adjusted EBITDA
based on the calculation provided in your response to comment one in your letter dated
September 19, 2023, which uses the same terminology used in the credit agreement and is
calculated to reflect its definition in the credit agreement. Refer to question 102.09 of the
non-GAAP Compliance and Disclosure Interpretations.
2.As noted in prior comment two, your presentation of Adjusted Cash Receipts as a non-
GAAP measure appears to include certain adjustments that are prohibited by Item
10(e)(1)(ii)(A) of Regulation S-K. Please revise to remove your disclosure of Adjusted
Cash Receipts as a non-GAAP measure.
3.We have reviewed your response to prior comment two regarding the non-GAAP measure
Adjusted Cash Flow. As the basis used to determine what amounts are included in and
excluded from Adjusted Cash Flow remains unclear, please provide us with additional

 FirstName LastNameTerrance  Coyne
 Comapany NameRoyalty Pharma plc
 November 27, 2023 Page 2
 FirstName LastName
Terrance  Coyne
Royalty Pharma plc
November 27, 2023
Page 2
information explaining the manner in which this measure is calculated. In addition, further
explain why this measure provides useful information to investors, including as compared
to other disclosed amounts such as Net Cash Provided by Operating Activities.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Sasha Parikh at 202-551-3627 or Kevin Vaughn at 202-551-3494 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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CORRESP

 September 19, 2023

VIA EDGAR

 Ms. Sasha Parikh and
Mr. Kevin Vaughn

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Royalty Pharma plc

Form 10-K for the period ended December 31, 2022

Filed February 15, 2023

File No. 001-39329

 Dear Ms. Parikh
and Mr. Vaughn,

 This letter responds to the comments of the staff of the U.S. Securities and Exchange Commission’s Division of
Corporation Finance (the “Staff”) contained in the Staff’s letter to Terrance Coyne, Chief Financial Officer of Royalty Pharma plc (the “Company”), dated August 8, 2023, regarding the above-referenced filing. For your
convenience, we have reproduced the Staff’s comment in bold immediately preceding the Company’s response.

 Form 10-K for the period ended December 31, 2022

 Non-GAAP
Financial Results, page 68

1.
 We note your response to comment one of our letter dated June 28, 2023 includes language from your
Credit Agreement regarding Consolidated EBITDA. We also note the disclosure on pages 68-69 of your Form 10-K regarding the definition of Adjusted EBITDA under your
Credit Agreement. For each of the most recent two years and subsequent interim period, please provide us with a tabular breakdown of the calculation of your Adjusted EBITDA measure as it is defined in the Credit Agreement, separately quantifying
each of the individual components identified in such definition.

 Ms. Sasha Parikh and Mr. Kevin Vaughn

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Life Sciences

 Response:

As requested in the Staff’s Comment 1, below is a tabular breakdown of the Company’s calculation of Adjusted EBITDA, defined in the Company’s
Credit Agreement as Consolidated EBITDA, with each individual component in such definition quantified. In response to the Staff’s prior comment letter dated June 28, 2023, the Company respectfully advises the Staff that it has stated on
page 43 of its Form 10-Q for the period ended June 30, 2023, the definition of Adjusted EBITDA is the same as the definition of Consolidated EBITDA in the Credit Agreement. The amounts presented below for
Consolidated EBITDA are the same as the amounts presented as Adjusted EBITDA on pages 72 and 74 of the Forms 10-K for periods ended December 31, 2021 and 2022, respectively, and pages 42 and 44 of the
Forms 10-Q for the three-month periods ended March 31 and June 30, 2023, respectively.

(in millions)

FY 2021

FY 2022

Q1 2023

Q2 2023

 Total Consolidated Cash Royalty Receipts and Milestone Payment Receipts in respect of Royalty
Assets

(i)

$
2,608.5

$
3,231.3

$
1,223.0

$
637.1

 Plus: Any other payments received in respect of Royalty Assets

(ii)

— 

— 

— 

— 

 Plus: Any payments received in respect of strategic alliances, life sciences research agreements
or other similar arrangements

(iii)

— 

— 

— 

— 

 Plus: Net cash amount of any payments received and made in such period in respect of Swap
Agreements entered into for the purpose of hedging foreign exchange risk

(iv)

— 

— 

— 

— 

 Less: Total consolidated cash operating payments

(v)

(184.5
)

(223.0
)

(86.8
)

(47.0
)

 Less: Amounts included in the preceding clauses (i), (ii), (iii), or (iv) paid or distributed
to non-controlling interests

(vi)

(479.6
)

(442.0
)

(91.9
)

(92.5
)

 Consolidated EBITDA for the Period

$
1,944.4

$
2,566.3

$
1,044.2

$
497.6

2.
 Please address the following regarding your response to comment two of our letter dated June 28, 2023:

•

 Your response to prior comment two acknowledges that the reconciliations from Net cash from operating
activities to Adjusted EBITDA and Adjusted Cash Receipts add back certain “charges or liabilities that required, or will require, cash settlement” which is prohibited by Item 10(e)(1)(ii)(A) of Regulation
S-K. Please further explain to us how you determined that your current presentation depicting such adjustments is appropriate. As part of your response, tell us how you considered the response to Question
102.09 of the non-GAAP Compliance and Disclosure Interpretations which states that when a Credit Agreement contains a material covenant regarding a non-GAAP measure,
“the Company may be required to disclose the measure as calculated by the debt covenant as part of its MD&A.”

•

 Your response to prior comment two further states that your Adjusted Cash Flow measure provides meaningful
information about your ability to successfully operate your business and generate cash flow. Please explain in detail how the adjustments made to calculate the Adjusted Cash Flow measure result in a measure that meets this stated purpose. As part of
your response, specifically address the apparent inconsistencies in that certain cash outflows are excluded from the measure when the corresponding cash inflows are included in the measure, as noted in our prior comment.

 2

 Ms. Sasha Parikh and Mr. Kevin Vaughn

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Life Sciences

 Response:

Background

 The Company
respectfully acknowledges the Staff’s comment and would like to offer the Staff additional background on the Company’s unique business model, which the Company believes is important for understanding its
non-GAAP metrics and their materiality to investors.

 As the Company noted in response to the
Staff’s June 28, 2023 letter, the Company’s business model is different from that of traditional operating companies in the biopharmaceutical industry. In summary, the Company acquires existing royalty interests from the original
innovators (academic institutions, research hospitals, foundations, inventors and life sciences companies) for a cash payment in exchange for future cash royalty payments made by the marketers of the products. In addition, the Company collaborates
with life sciences companies to fund late-stage human clinical trials in exchange for future royalty payments if the products ultimately receive regulatory approval and generate commercial sales. The Company’s business and performance is
dependent on its ability to deploy capital to acquire new royalties and the future cash inflows it receives from those royalty investments. Unlike conventional biopharma companies, the Company does not engage in the discovery, development,
manufacturing or marketing of biopharmaceutical products. As a result, the Company believes that its investors and research analysts rely on the cash fundamentals of its business – specifically, the Company’s ability to generate cash from
investments and use that cash to make future investments or to engage in other capital transactions such as dividends, share repurchases and debt service – when assessing the business.

Each quarter, the Company collects cash receipts from royalty investments, pays cash expenses, makes debt service payments, returns capital to
shareholders in the form of dividends and share repurchases, and then reinvests the overwhelming majority of the cash it generates to make new royalty investments with the goal of growing, diversifying and extending the duration of the
Company’s royalty portfolio while generating an attractive rate of return on the capital it deploys. Because the Company’s most significant use of cash receipts from royalty investments is making new royalty investments, the Company
believes its investors and research analysts are keenly focused on changes in the Company’s capacity to make new investments based upon (a) cash generated by the Company on its existing royalty investments and (b) projected future
cash returns on its existing royalty investments.

 3

 Ms. Sasha Parikh and Mr. Kevin Vaughn

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Life Sciences

 As disclosed in the Company’s Form 10-K, most of
the Company’s royalties are classified as financial assets that are measured at amortized cost using the effective interest method. As a result, the Company’s GAAP results of operations can be volatile and unpredictable.1 In addition, the Company believes there is no direct correlation between income from its royalties and cash royalty receipts due to the effective interest method. As discussed with the Staff during
the September 5, 2023 teleconference with the Company, a number of Wall Street research analysts have highlighted the challenges of evaluating the quarterly cash generated by the Company’s royalty portfolio based on the Company’s GAAP
income statement. These comments are highlighted on slides 3 and 4 of the slide deck that was provided via separate email (the “Analyst Slide Deck”).

The Company recognizes the challenge faced by investors and research analysts in interpreting its income statement and in an effort to
compensate for this issue, the Company uses the direct method to prepare its Statements of Cash Flows and prioritizes transparent disclosure of its cash royalty receipts, including Adjusted Cash Receipts, to provide a more comprehensive presentation
of the Company’s sources of capital for future investment. As also discussed during the September 5 teleconference and shown on slide 5 of the Analyst Slide Deck, six of the seven Wall Street research analysts who currently follow the
Company and publish research reports do not include a GAAP income statement forecast in their published research reports, while all seven of these research analysts provide detailed forecasts for Adjusted Cash Receipts, Adjusted EBITDA and Adjusted
Cash Flow. The Company respectfully advises the Staff that it believes that this supports its view that the Company’s shareholders are attracted to the cash fundamentals of the Company’s business.

As a result of the challenges investors and research analysts face in interpreting its GAAP income statement, the Company uses non-GAAP financial measures to supplement investors’ understandings of the Company’s ability to generate cash that can be used to make future investments or to engage in other capital transactions. The
basis for each of these non-GAAP financial measures is discussed in greater detail below.

Adjusted EBITDA

 In
response to the Staff’s comment in the first bullet of Comment 2 with respect to Adjusted EBITDA, the Company respectfully advises the Staff that it believes its presentation of Adjusted EBITDA, including adjustments to add back certain
“charges or liabilities that required, or will require, cash settlement,” is appropriate and follows the guidance set forth in Question 102.09 of the Compliance and Disclosure Interpretations regarding
Non-GAAP Financial Measures (“Question 102.09”).

1
 As discussed on page 53 of the Company’s Form 10-K, declines in
sell-side equity research analysts’ consensus sales forecasts over a long time horizon 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, the Company acquired a royalty on the cystic fibrosis franchise and shortly after, declines in near-term sales forecasts of sell-side equity research analysts resulted
in recognition of non-cash provision expense in its consolidated income statements. Over the course of 10 quarters, the Company continued to recognize non-cash provision
expense due to changes in sales forecasts, ultimately reaching a peak cumulative allowance of $1.30 billion in 2017. Following the approval of the Vertex triple combination therapy, Trikafta, in October 2019, sell-side equity research
analysts’ consensus sales forecasts increased to reflect the larger addressable market and the extension of the expected duration of the Trikafta royalty, resulting in the reversal of the remaining $1.10 billion cumulative allowance. The
recognition of the associated non-cash provision income of $1.10 billion in 2019 was not tied to royalty receipts, but rather to the increase in sales forecasts. This example illustrates the volatility
caused by the Company’s accounting model in its consolidated income statements.

 4

 Ms. Sasha Parikh and Mr. Kevin Vaughn

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Life Sciences

 The Company’s calculation of Adjusted EBITDA is in strict compliance with the Credit
Agreement’s definition of Consolidated EBITDA. The Company’s calculation of Adjusted EBITDA does add back cash settled charges related to interest and development-stage funding payments, but that is what is required by the Credit
Agreement’s definition of Consolidated EBITDA.

 The Company considered the requirement under Question 102.09 to “disclose the
measure as calculated by the debt covenant as part of its MD&A” by disclosing the components of Adjusted EBITDA (which is defined in the Company’s Credit Agreement as Consolidated EBITDA).

The Company notes that on page 43 of its Form 10-Q for the period ended June 30, 2023, it
disclosed that the definition of Adjusted EBITDA is the same as the definition of Consolidated EBITDA in the Credit Agreement, and that the covenants in the Credit Agreement related to Consolidated EBITDA are material terms of the Credit Agreement
and material to an investor’s understanding of the Company’s liquidity. As further contemplated by Question 102.09, on page 119 of the Company’s Form 10-K, the Company disclosed the material
terms of the Consolidated EBITDA-related covenants, the amounts required for compliance with the Consolidated EBITDA-related covenants, and the effects of non-compliance with the covenants in the Credit
Agreement.

 Adjusted Cash Receipts

In response to the Staff’s comment in the first bullet of Comment 2 with respect to Adjusted Cash Receipts, the Company respectfully
advises the Staff that it believes that its presentation of Adjusted Cash Receipts follows the guidance set forth Question 102.09 for two reasons:

1.
 Adjusted Cash Receipts is a key input for the calculation of Adjusted EBITDA.

•

 As noted above in response to Comment 1, Adjusted EBITDA is total cash royalty receipts less total distributions
to legacy non-controlling interests and total operating payments.

•

 As disclosed in the Company’s Form 10-K, “legacy non-controlling interests” holders are entitled to a contractual percentage of the Company’s cash royalty receipts. Adjusted Cash Receipts is equal to total cash royalty receipts less the cash flow
attributable to these legacy non-controlling interests. Adjusted Cash Receipts, therefore, represents the cash royalty receipts owned by the Company and its continuing investors.

•

 Adjusted Cash Receipts is also a key input for calculating the largest component of total operating payments,
which is the management fee payable to the Company’s external manager (the largest component of which is 6.5% of Adjusted Cash Receipts).

•

 The Company, therefore, believes that reporting Adjusted Cash Receipts is critical to enable investors and
research analysts to calculate Adjusted EBITDA.

2.
 The Company believes that Adjusted Cash Receipts are material to investors’ and research analysts’
understanding of the cash inflows from its royalty portfolio that enable the Company to make future investments. As discussed during the September 5 teleconference and as highlighted on slides 7-9 of the
Analyst Slide Deck, all of the eight independent research analysts who currently follow the Company track and forecast Adjusted Cash Receipts. These independent research analysts (a) use Adjusted Cash Receipts as a measure of the cash inflows
of the Company during a period and (b)

 5

 Ms. Sasha Parikh and Mr. Kevin Vaughn

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Life Sciences

forecast Adjusted Cash Receipts (applying disclosed royalty rates to product sales forecasts) as a measure of the Company’s capacity to make

United States securities and exchange commission logo
August 8, 2023
Terrance Coyne
Chief Financial Officer
Royalty Pharma plc
110 East 59th Street
New York, NY 10022
Re:Royalty Pharma plc
Form 10-K for the period ended December 31, 2022
Filed February 15, 2023
File No. 001-39329
Dear Terrance Coyne:
            We have reviewed your July 13, 2023 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
June 28, 2023 letter.
Form 10-K for the period ended December 31, 2022
Non-GAAP Financial Results, page 68
1.We note your response to comment one of our letter dated June 28, 2023 includes
language from your Credit Agreement regarding Consolidated EBITDA.  We also note the
disclosure on pages 68-69 of your Form 10-K regarding the definition of Adjusted
EBITDA under your Credit Agreement.  For each of the most recent two years and
subsequent interim period, please provide us with a tabular breakdown of the calculation
of your Adjusted EBITDA measure as it is defined in the credit agreement, separately
quantifying each of the individual components identified in such definition.
2.Please address the following regarding your response to comment two of our letter dated
June 28, 2023:
•Your response to prior comment two acknowledges that the reconciliations from Net

 FirstName LastNameTerrance  Coyne
 Comapany NameRoyalty Pharma plc
 August 8, 2023 Page 2
 FirstName LastName
Terrance  Coyne
Royalty Pharma plc
August 8, 2023
Page 2
cash from operating activities to Adjusted EBITDA and Adjusted Cash Receipts add
back certain “charges or liabilities that required, or will require, cash settlement”
which is prohibited by Item 10(e)(1)(ii)(A) of Regulation S-K.  Please further explain
to us how you determined that your current presentation depicting such
adjustments is appropriate. As part of your response, tell us how you considered the
response to Question 102.09 of the non-GAAP Compliance and Disclosure
Interpretations which states that when a credit agreement contains a material
covenant regarding a non-GAAP measure, "the company may be required to disclose
the measure as calculated by the debt covenant as part of its MD&A."
•Your response to prior comment two further states that your Adjusted Cash Flow
measure provides meaningful information about your ability to successfully operate
your business and generate cash flow.  Please explain in detail how the adjustments
made to calculate the Adjusted Cash Flow measure result in a measure that meets this
stated purpose.  As part of your response, specifically address the apparent
inconsistencies in that certain cash outflows are excluded from the measure when the
corresponding cash inflows are included in the measure, as noted in our prior
comment.
            You may contact Sasha Parikh at 202-551-3627 or Kevin Vaughn at 202-551-3494 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

CORRESP

 July 13, 2023

VIA EDGAR

 Ms. Sasha Parikh and
Mr. Kevin Vaughn

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Royalty Pharma plc

Form 10-K for the period ended December 31, 2022

Filed February 15, 2023

File No. 001-39329

 Dear Ms. Parikh
and Mr. Vaughn,

 This letter responds to the comments of the staff of the U.S. Securities and Exchange Commission’s Division of
Corporation Finance (the “Staff”) contained in the Staff’s letter to Terrance Coyne, Chief Financial Officer of Royalty Pharma plc (the “Company”), dated June 28, 2023, regarding the above-referenced filing. For your
convenience, we have reproduced the Staff’s comment in bold immediately preceding the Company’s response.

 Form 10-K for the period ended December 31, 2022

 Non-GAAP
Financial Results, page 68

1.
 In order to get a better understanding of your non-GAAP measures and
presentation, please address the following in your response and in proposed revised disclosure as applicable:

•

 As Total royalty receipts does not appear to be the most directly comparable GAAP basis measure for your non-GAAP measures, please tell us how your presentation complies with Item 10(e)(1)(i)(B) of Regulation S-K.

•

 On page 53, you state that Adjusted EBITDA, which is derived from Adjusted Cash Receipts, is used by your
lenders to assess your ability to meet your financial covenants. You also note on page 73 that Adjusted EBITDA is critical to the assessment of the company’s liquidity. In this regard in future filings,

•

 relocate your presentations of Adjusted EBITDA to your Liquidity and Capital Resources section, and

•

 revise the presentation for the calculation of Adjusted EBITDA to more strictly reflect its definition as
found in the credit agreement.

 Refer to Question 102.09 of the Compliance & Disclosure Interpretations
regarding Non-GAAP Financial Measures.

 Ms. Sasha Parikh and Mr. Kevin Vaughn

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Life Sciences

 Response:

In response to the Staff’s comment in the first bullet of Comment 1 regarding the most directly comparable GAAP basis measure for the
Company’s non-GAAP measures, the Company respectfully advises the Staff that, as disclosed in the second sentence of the penultimate paragraph on page 53 and in the last sentence of the last paragraph on
page 68 of its Form 10-K, the Company believes that Net cash provided by operating activities serves as the most directly comparable GAAP basis measure for each of its
non-GAAP measures. The Company reconciles its non-GAAP financial measures to Net cash provided by operating activities in accordance with Item 10(e)(1)(i)(B) of
Regulation S-K on page 74 of its Form 10-K (which will be moved as provided in next paragraph). In response to the Staff’s comment, the Company will also move the
table showing total royalty receipts, which appears on page 70 of its Form 10-K, to follow such non-GAAP reconciliations.

In response to the Staff’s comment in the first sub-bullet under the second bullet of Comment 1
regarding the use of Adjusted EBITDA, the Company respectfully advises the Staff that, in future filings, the Company will relocate the disclosure in the Non-GAAP Financial Results section found on pages 68-75 of its Form 10-K to the Sources of Capital subsection of the Liquidity and Capital Resources section.

In response to the Staff’s comment in the second sub-bullet under the second bullet of Comment 1
regarding the calculation of Adjusted EBITDA, the Company respectfully advises the Staff that it believes that the calculation of Adjusted EBITDA strictly follows the definition of Consolidated EBITDA in the Credit Agreement (please see Exhibit A
for the definition of Consolidated EBITDA in the Credit Agreement). In future filings, the Company will also update its disclosures to clarify that the definition of Adjusted EBITDA used by the Company is the same as the definition of Consolidated
EBITDA in the Credit Agreement.

 The Company acknowledges the Staff’s comment in the last sentence of Comment 1 regarding Question
102.09 of the Compliance & Disclosure Interpretations regarding Non-GAAP Financial Measures (“Question 102.09”) and respectfully advises the Staff that the Company believes the covenants in
the Credit Agreement related to Consolidated EBITDA are material terms of the Credit Agreement and information about these covenants related to Consolidated EBITDA in the Credit Agreement is material to an investor’s understanding of the
Company’s liquidity. The Company also notes that, consistent with the considerations discussed in Question 102.09, it has disclosed the material terms of the Credit Agreement, the covenant ratios and the impact of noncompliance on pages 73 and
119 of the Company’s Form 10-K.

2.
 With regards to each of your reconciliations provided on page 74, please address the following:

•

 Explain the apparent inconsistencies with regards to certain reconciling items in your non-GAAP measures. For example, we note that you present proceeds from available for sale debt securities as a reconciling item however you do not include purchases of available for sale debt securities in the
reconciliation.

•

 In addition, certain adjustments to these non-GAAP liquidity measures
appear to be inconsistent with Item 10(e)(1)(ii)(A) of Regulation S-K. Please advise.

•

 With regards to your non-GAAP measure, Adjusted Cash Flow, please more
clearly explain what this measure represents and how you determined its presentation complies with Item 10(e)(1)(i)(C) of Regulation S-K.

 2

 Ms. Sasha Parikh and Mr. Kevin Vaughn

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Life Sciences

 Response:

In response to the Staff’s comment in the first bullet of Comment 2 regarding certain reconciling items in its non-GAAP measures, the Company respectfully advises the Staff that the definition of Consolidated EBITDA in the Credit Agreement1 includes all cash receipts from
Royalty Assets in the Company’s Consolidated Statements of Cash Flows, whether classified as operating or investing activities, which includes proceeds from available for sale debt securities (please see Exhibit A for the definition of Royalty
Assets in the Credit Agreement). Consistent with the Credit Agreement, the Company includes an adjustment to reflect the addition of proceeds from available for sale debt securities when reconciling Net cash flows from operating activities to
Adjusted EBITDA. The Company does not include outflows related to the purchases of available for sale debt securities as these amounts are not included in the definition of Consolidated EBITDA in its Credit Agreement. In addition, this
reconciling adjustment, which the Company makes in all of its non-GAAP measures, does not include “charges or liabilities that required, or will require, cash settlement…” and, as such, the
Company respectfully advises the Staff that it believes this adjustment complies with Item 10(e)(1)(ii)(A).

 The Company’s
business model is different from that of traditional operating companies in the biopharmaceutical industry. The Company uses the cash generated by its existing royalty streams to fund investments in new royalty streams and believes that showing the
sources of cash that are described in its non-GAAP measures are critical for investors to understand its ability to execute on its strategy. Adjusted Cash Receipts enables investors to better analyze the Company’s liquidity and long-term growth
prospects by providing a more granular presentation of the underlying cash generation of its royalty investments. Adjusted Cash Flow, which reflects cash receipts less cash charges, allows investors to understand the cash available to the Company to
make new royalty investments or for other discretionary purposes. The Company does not include outflows associated with purchases of available for sale debt securities in its non-GAAP measures because these
are uses of capital, rather than sources of capital. Relocating non-GAAP measures into the Sources of Capital subsection of the Liquidity and Capital Resources section as discussed in response to Comment 1
will make it clearer to investors that its non-GAAP measures reflect the Company’s ability to successfully operate its business by generating capital to fund investments in royalty-generating assets, debt repayments, dividends and other
discretionary investments.

 In response to the Staff’s comment in the second bullet of Comment 2 regarding certain adjustments in its non-GAAP liquidity measures, the Company acknowledges that the reconciliation from Net cash from operating activities to Adjusted EBITDA, including its calculation of Adjusted Cash Receipts to arrive at
Adjusted EBITDA, adds back certain “charges or liabilities that required, or will require, cash settlement. …” However, such reconciling adjustments are required under the definition of Consolidated EBITDA2 in the Credit Agreement. Further, Payments for operating and professional costs, a component of Consolidated EBITDA, is calculated primarily as a fixed percentage of the Company’s
Adjusted Cash Receipts under the terms of the Company’s management agreement with its external manager. Information about how to calculate Consolidated EBITDA, as well as the Company’s calculation of Adjusted Cash Receipts, are material to
an investor’s understanding of the Company’s liquidity. Therefore, the Company respectfully advises the Staff that it believes that the presentation of these adjustments is consistent with the guidance provided in Question 102.09.

1
 As noted above, the Company’s calculation of Adjusted EBITDA strictly follows the definition of
Consolidated EBITDA in the Credit Agreement (please see Exhibit A for the definition of Consolidated EBITDA in the Credit Agreement).

2
 See footnote 1.

 3

 Ms. Sasha Parikh and Mr. Kevin Vaughn

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Life Sciences

 In further response to the Staff’s comment in the second bullet of Comment 2 regarding
certain adjustments in its non-GAAP liquidity measures, the Company respectfully advises the Staff that the Company also does not exclude any “charges or liabilities that required, or will require, cash
settlement” in Adjusted Cash Flow.

 In response to the Staff’s comment in the third bullet of Comment 2 regarding the
Company’s presentation of Adjusted Cash Flow and how such presentation complies with Item 10(e)(1)(i)(C) of Regulation S-K, the Company respectfully advises the Staff that Adjusted Cash Flow is one of the
key attributes that attracts potential investors to its business. In response to the Staff’s comment, the Company will enhance its disclosure in future filings to more clearly explain that Adjusted Cash Flow reflects cash generated from the
Company’s core business strategy of acquiring royalty-generating assets that generate cash flow that is available for reinvestment and for discretionary purposes. More specifically, in future filings, the Company will revise its disclosure on
pages 69 and 72 of its Form 10-K as follows: “Our operating performance is a function of our liquidity. Adjusted Cash Flow provides meaningful information about our operating performance because one of
our core business strategies is to generate consistent cash flows that can be redeployed into new royalty investments. Adjusted Cash Flow is defined as core cash collections less cash charges, including net interest paid, and reflects
management’s ability to successfully operate the business and generate cash flow. Tracking Adjusted Cash Flow over time helps to identify underlying trends in the business and permits management and investors to better understand our
performance. Management uses Adjusted Cash Flow for decision-making purposes related to the funding of investments in royalty-generating assets, debt repayments, dividends and other discretionary investments.”

If you have any additional questions or comments, please do not hesitate to contact me at tcoyne@royaltypharma.com or (212) 883-2276.

 Very truly yours,

 /s/ Terrance Coyne

 Executive Vice President and Chief Financial Officer

cc:
 Via E-mail

Pablo Legorreta, Founder and Chief Executive Officer

 George
Lloyd, Executive Vice President, Investments and Chief Legal Counsel

 Richard D. Truesdell, Jr., Davis Polk & Wardwell LLP

 4

 Ms. Sasha Parikh and Mr. Kevin Vaughn

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Life Sciences

 Exhibit A – Definitions in the Credit Agreement

“Consolidated EBITDA” is defined in the credit agreement as “(i) total consolidated cash royalty receipts and milestone payment receipts in
respect of Royalty Assets, plus (ii) any other payments received in respect of Royalty Assets (other than asset sale proceeds), plus (iii) any payments received in respect of strategic alliances, life sciences research agreements or other
similar agreements or arrangements, plus (iv) the net cash amount of any payments received and made in such period in respect of Swap Agreements entered into for the purpose of hedging foreign exchange risk … minus (v) total
consolidated cash operating payments … (before interest payments and tax payments…), minus (vi) amounts included in the preceding clauses (i), (ii), (iii) or (iv) paid or distributed by a Subsidiary of the Borrower to non-controlling interests. …”

 “Royalty Assets” is defined in the credit agreement as “(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.”

 The Company collectively
refers to clauses (i), (ii), (iii) and (iv) in the definition of Consolidated EBITDA as “total royalty receipts” and clauses (i), (ii), (iii), (iv) and (vi) in the definition of Consolidated EBITDA as “Adjusted Cash
Receipts.”

 5

United States securities and exchange commission logo
June 28, 2023
Terrance Coyne
Chief Financial Officer
Royalty Pharma plc
110 East 59th Street
New York, NY 10022
Re:Royalty Pharma plc
Form 10-K for the period ended December 31, 2022
Filed February 15, 2023
File No. 001-39329
Dear Terrance Coyne:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the period ended December 31, 2022
Non-GAAP Financial Results, page 68
1.In order to get a better understanding of your non-GAAP measures and presentation,
please address the following in your response and in proposed revised disclosure as
applicable:
•As Total royalty receipts does not appear to be the most directly comparable GAAP-
basis measure for your non-GAAP measures, please tell us how your presentation
complies with Item 10(e)(1)(i)(B) of Regulation S-K.
•On page 53, you state that Adjusted EBITDA, which is derived from Adjusted Cash
Receipts, is used by your lenders to assess your ability to meet your financial
covenants. You also note on page 73 that Adjusted EBITDA is critical to the
assessment of the company's liquidity. In this regard in future filings, orelocate your presentations of Adjusted EBITDA to your Liquidity and Capital
Resources section, and

 FirstName LastNameTerrance  Coyne
 Comapany NameRoyalty Pharma plc
 June 28, 2023 Page 2
 FirstName LastName
Terrance  Coyne
Royalty Pharma plc
June 28, 2023
Page 2
orevise the presentation for the calculation of Adjusted EBITDA to more strictly
reflect its definition as found in the credit agreement.
Refer to Question 102.09 of the Compliance & Disclosure Interpretations regarding Non-
GAAP Financial Measures.

2.With regards to each of your reconciliations provided on page 74, please address the
following:
•Explain the apparent inconsistencies with regards to certain reconciling items in your
non-GAAP measures. For example, we note that you present proceeds from available
for sale debt securities as a reconciling item however you do not include purchases of
available for sale debt securities in the reconciliation.
•In addition, certain adjustments to these non-GAAP liquidity measures appear to be
inconsistent with Item 10(e)(1)(ii)(A) of Regulation S-K. Please advise.
•With regards to your non-GAAP measure, Adjusted Cash Flow, please more clearly
explain what this measure represents and how you determined its presentation
complies with Item 10(e)(1)(i)(C) of Regulation S-K.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Sasha Parikh at 202-551-3627 or Kevin Vaughn at 202-551-3494 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

CORRESP

 Royalty Pharma plc

110 East 59th Street

 New
York, New York 10022

 July 1, 2021

VIA EDGAR

 U.S. Securities and Exchange Commission

Division of Corporate Finance

 100 F Street, N.E.

Washington, DC 20549

Re:
   Royalty Pharma plc

  Registration Statement on Form S-4

  File No. 333-257188

  Acceleration Request

 Ladies
and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Royalty Pharma plc (the
“Company”), along with co-registrant, Royalty Pharma Holdings Ltd., hereby respectfully request that the effective date of the above referenced Registration Statement on Form S-4, filed by the Company on June 17, 2021 and amended on July 1, 2021, be accelerated to 9:00 a.m. (EDT) on July 7, 2021, or as soon thereafter as practicable.

Please call Richard D. Truesdell, Jr. of Davis Polk & Wardwell LLP at (212) 450-4674 with any
questions.

Very truly yours,

ROYALTY PHARMA PLC

By:

 /s/ Pablo Legorreta

Name:

Pablo Legorreta

Title:

Chief Executive Officer

cc:
 Richard D. Truesdell, Jr.

Davis Polk & Wardwell LLP

United States securities and exchange commission logo
June 25, 2021
Pablo Legorreta
Chief Executive Officer
Royalty Pharma plc
110 East 59th Street
New York, New York 10022
Re:Royalty Pharma plc
Registration Statement on Form S-4
Filed June 21, 2021
File No. 333-257188
Dear Mr. Legorreta:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Margaret Schwartz at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Richard D. Truesdell, Jr., Esq.

CORRESP
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CORRESP

 October 13, 2020

VIA EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
 Mr. Alan Campbell

Re:
 Royalty Pharma plc

Registration Statement on Form S-1

Acceleration Request

Requested Date: October 15, 2020

Requested Time: 4:00 PM, Eastern Daylight Time

Ladies and Gentlemen:

 In accordance with Rule 461 under the
Securities Act of 1933, as amended (the “Act”), J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., as representatives of
the several underwriters, hereby join Royalty Pharma plc in requesting that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-249454) (the “Registration Statement”) to become effective on October 15, 2020, at 4:00 PM, Eastern Daylight Time, or as soon as practicable thereafter.

Pursuant to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary
prospectus, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.

 We
have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.

[Signature Page Follows]

 Very truly yours,

 J.P. MORGAN SECURITIES
LLC

 By:

 /s/ Alejandra Fernandez

 Name:

 Alejandra Fernandez

 Title:

 Executive Director

 MORGAN STANLEY & CO.
LLC

 By:

 /s/ Kalli Dircks

 Name:

 Kalli Dircks

 Title:

 Executive Director

 BOFA SECURITIES,
INC.

 By:

 /s/ Greg Butz

 Name:

 Greg Butz

 Title:

 Managing Director

 GOLDMAN SACHS & CO.
LLC

 By:

 /s/ Elizabeth Reed

 Name:

 Elizabeth Reed

 Title:

 Managing Director

 CITIGROUP GLOBAL MARKETS
INC.

 By:

 /s/ James Nicholson

 Name:

 James Nicholson

 Title:

 Director

cc:
 Pablo Legorreta, Royalty Phama plc

Arthur R. McGivern, Goodwin Procter LLP

Edwin M. O’Connor, Goodwin Procter LLP

Benjamin K. Marsh, Goodwin Procter LLP

Richard D. Truesdell, Jr., Davis Polk & Wardwell LLP

Marcel Fausten, Davis Polk & Wardwell LLP

[Signature Page to Acceleration Request]

CORRESP
1
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CORRESP

 Royalty Pharma plc

110 East 59th Street Suite 3300

New York, New York 10022

 VIA EDGAR
TRANSMISSION

 October 13, 2020

 U.S. Securities and
Exchange Commission

 Office of Life Sciences

 Division of
Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Mr. Campbell

 RE: Royalty Pharma plc
Registration Statement on Form S-1, as amended (File No. 333-249454) Request for Acceleration of Effective Date

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:00 p.m. Eastern Daylight Time
on October 15, 2020, or as soon thereafter as is practicable. By separate letter, the underwriters of the issuance of the securities being registered join in this request for acceleration.

Please contact Richard D. Truesdell, Jr. of Davis Polk & Wardwell LLP at (212) 450-4674 as
soon as the Registration Statement has been declared effective or with any questions or comments with respect to this letter.

[Signature Page Follows]

 Sincerely,

ROYALTY PHARMA PLC

 By:

 /s/ Pablo Legorreta

Name:  Pablo Legorreta

Title:    Chief Executive Officer

 CC: Richard D. Truesdell, Jr., Davis Polk & Wardwell LLP

United States securities and exchange commission logo
September 30, 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 September 29, 2020
File No. 377-03605
Dear Mr. Legorreta:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Richard D. Truesdell, Jr., Esq.

CORRESP
1
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CORRESP

 New York

Northern California

 Washington DC

São Paulo

 London

 Paris

 Madrid

Tokyo

 Beijing

Hong Kong

 Richard D. Truesdell, Jr.

 Davis Polk & Wardwell LLP

450 Lexington Avenue

 New York, NY 10017

 212 450 4674 tel

 212 701 5674 fax

richard.truesdell@davispolk.com

 June 11, 2020

Re:

 Royalty Pharma plc

 Confidential
Submission of Amendment No. 3 to the Registration Statement on Form S-1

 Submitted June 11,
2020

 CIK No. 0001802768

 Mr. Tim Buchmiller

 Office
of Life Sciences

 Division of Corporation Finance

 U.S.
Securities and Exchange Commission

 100 F Street, N.E.

Washington, DC 20549-3628

 Dear Mr. Buchmiller,

On behalf of our client, Royalty Pharma plc, an English public limited company incorporated under the laws of England and Wales (the
“Company”), we are responding to the comments from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to the Company’s Registration Statement on Form S-1 (the “Registration Statement”) contained in the Staff’s letter dated June 9, 2020 (the “Comment Letter”). In response to the comments set forth in the Comment Letter,
the Company has revised the Registration Statement and is submitting Amendment No. 3 of the Registration Statement (“Amendment No. 3”) together with this response letter. Amendment No. 3 contains certain
additional updates and revisions.

 Set forth below are the Company’s responses to the Staff’s comments. For convenience, the
Staff’s comments are repeated below in italics, followed by the Company’s response to the Staff’s comments as well as a summary of the responsive actions taken. We have included page numbers to refer to the location in Amendment
No. 3 where the revisions addressing a particular comment appears.

 Amendment No. 2 to Registration Statement on Form S-1

 Our Portfolio, page 4

1.
 Please revise your graphic to clarify the meaning of “2019A” end market sales. For example, please
clarify if the “A” is intended to mean actual, approximate or something else. If these are estimated figures, or assumptions underlie the calculations, please discuss. In an appropriate location of your prospectus, indicate how these
figures are useful to investors in understanding your royalty receipts and also how management uses them.

Response: The Company respectfully acknowledges the Staff’s comment, and, in response to the Staff’s comment, the Company has
revised the graphic on page 4 and the disclosure on pages 4 and 131 of Amendment No. 3.

 Mr. Tim Buchmiller

 Division of Corporation
Finance

 Office of Life Sciences

 U.S. Securities and Exchange
Commission

 2

June 11, 2020

2.
 Please revise the prospectus to ensure that the disclosure of 2019A End Market sales in the graphics on page 4
reconcile to your disclosure regarding end market sales under “Our Portfolio” beginning on page 149, or advise. For example, we note your disclosure on page 151 indicates that total global end market sales for DPP-IV inhibitors during 2019 were approximately $10.7 billion whereas your disclosure on page 4 regarding Januvia, Janumet and other DPP-IV products indicates 2019A End
Market Sales of $9.4 billion. Similarly, for Xtandi, your disclosure on page 149 indicates that total global end market sales for Xtandi during 2019 were approximately $4.3 billion whereas your disclosure on page 4 for Xtandi indicates
2019A End Market Sales of $3.5 billion.

 Response: The Company respectfully acknowledges the Staff’s
comment, and, in response to the Staff’s comment, the Company has revised the disclosure regarding end market sales on pages 151 and 152 Amendment No. 3.

Summary of the Offering Structure, page 11

3.
 Please tell us how your disclosure that your Class B shares will not entitle holders of those shares to
receive distributions upon a liquidation, dissolution or winding up of the company reconciles to your disclosure under “Rights upon liquidation” on page 181 that 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, or revise your disclosure as appropriate.

Response: The Company respectfully acknowledges the Staff’s comment, and, in response to the Staff’s comment, the Company has
revised the disclosure on page 11 of Amendment No. 3.

 Footnotes to the Unaudited Pro Forma Consolidated Balance Sheet

Footnote G, page 71

4.
 You disclose on page 9 that pursuant to agreements with the Continuing Investors Partnerships, that certain of
the Continuing Investors have agreed to exchange interests in the Continuing Investor Partnerships into an aggregate of 290,833,447 Class A ordinary shares shortly before or upon consummation of this offering. This exchange, however, is not
discussed in the notes to your Unaudited Pro Forma Consolidated Balance Sheet or in your Capitalization discussion on an as-adjusted basis on page 63. Please revise your disclosures in these sections to
reflect the fact that your pro forma Class A ordinary shares as of March 31, 2020 include amounts issued in this exchange.

Response: The Company respectfully acknowledges the Staff’s comment, and, in response to the Staff’s comment, the Company has
revised the disclosure on pages 64, 72 and 75 Amendment No. 3.

 Notes to the Condensed Consolidated Financial Statements

2. Summary of Significant Accounting Policies

 Recently
adopted and issued accounting standards, page F-9

5.
 You disclose that you recorded a cumulative adjustment to Retained earnings of $192.7 million to recognize
an allowance for credit losses on your financial royalty assets as a result of the adoption of ASU 2016-13. Please revise to disclose the key changes to your allowance methodology as a result of this new
guidance and how this adjustment was calculated. Please also update your accounting policy disclosure accordingly.

 Mr. Tim Buchmiller

 Division of Corporation
Finance

 Office of Life Sciences

 U.S. Securities and Exchange
Commission

 3

June 11, 2020

Response: The Company respectfully acknowledges the Staff’s comment, and, in response to the Staff’s comment, the Company has
revised the disclosure on page F-9 of Amendment No. 3.

 Exhibits

6.
 The Exhibit 5.1 legality opinion should not assume conclusions of law that are necessary for the ultimate
opinion. Please tell us why assumptions (8) and (9) on Schedule 2 of the legality opinion are appropriate or file a revised opinion.

Response: The Company respectfully acknowledges the Staff’s comment, and, in response to the Staff’s comment, a revised
Exhibit 5.1 legality opinion has been filed.

7.
 Based on the list of documents examined by counsel in Schedule 1 of the Exhibit 5.1 opinion, it does not appear
that counsel reviewed the shareholder resolutions referred to on page 183 of the prospectus or any resolutions of the directors of the company authorizing the issuance of the New Shares. Please file a revised opinion or advise us as appropriate.

 Response: Under the UK Companies Act 2006, a resolution of shareholders of a public limited company (such as
Royalty Pharma plc) cannot be passed as a written resolution, but must instead be passed at a meeting of shareholders. A meeting of the shareholders of Royalty Pharma plc is due to take place on Saturday, June, 13, at which the resolutions
(currently in draft form and included in the documents reviewed by counsel) to authorize the directors of the company to issues shares in connection with the company’s IPO are expected to be passed. Amendment No. 3 refers to the
resolutions concerned and the expectation they will be passed before closing of the offering, and the IPO would not proceed unless such authorities were in place by then.

8.
 Please have tax counsel revise its Exhibit 8.1 opinion to state clearly that the prospectus disclosure in these
two sections are the opinion of named counsel. Also, revise the prospectus to reflect the same. Refer to Section III of Staff Legal Bulletin No. 19. In addition, please have tax counsel revise their 8.1 opinion to expressly consent to the
reference to their firm under the caption “Legal Matters” in the prospectus, consistent with Section IV of Staff Legal Bulletin No. 19.

Response: The Company respectfully acknowledges the Staff’s comment, and, in response to the Staff’s comment, tax counsel has
revised the Exhibit 8.1 opinion and page 200 of Amendment No. 3.

 Please do not hesitate to contact me at (212) 450-4674 or richard.truesdell@davispolk.com if you have any questions regarding the foregoing or if I can provide any additional information.

Very truly yours,

 /s/ Richard D. Truesdell, Jr.

cc:     Via E-mail

Pablo Legorreta, Chief Executive Officer

 George Lloyd, RP
Management’s General Counsel

 Arthur R. McGivern, Esq.

Edwin M. O’Connor, Esq.

 Benjamin K. Marsh, Esq.

CORRESP
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Company Acceleration Request

 Royalty Pharma plc

110 East 59th Street Suite 3300

New York, New York 10022

 VIA EDGAR TRANSMISSION

June 11, 2020

 U.S. Securities and Exchange Commission

Office of Life Sciences

 Division of Corporate Finance

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Mr. Buchmiller

RE:
 Royalty Pharma plc Registration Statement on Form S-1, as amended (File
No. 333-238632) Request for Acceleration of Effective Date

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the effective date for the
Registration Statement referred to above be accelerated so that it will be declared effective at 4:00 p.m. Eastern Daylight Time on June 15, 2020, or as soon thereafter as is practicable. By separate letter, the underwriters of the issuance of the
securities being registered join in this request for acceleration.

 Please contact Richard D. Truesdell, Jr. of Davis Polk &
Wardwell LLP at (212) 450-4674 as soon as the Registration Statement has been declared effective or with any questions or comments with respect to this letter.

[Signature Page Follows]

 Sincerely,

 ROYALTY PHARMA PLC

By:

 /s/ Pablo Legorreta

 Name: Pablo Legorreta

 Title:   Chief Executive Officer

 CC: Richard D. Truesdell, Jr., Davis Polk & Wardwell LLP

CORRESP
1
filename1.htm

Underwriters Acceleration Request

 June 11, 2020

VIA EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
 Mr. Tim Buchmiller

Re:
 Royalty Pharma plc

Registration Statement on Form S-1

Registration No. 333-238632

Acceleration Request

Requested Date: June 15, 2020

Requested Time: 4:00 PM, Eastern Daylight Time

Ladies and Gentlemen:

 In accordance with Rule 461 under the
Securities Act of 1933, as amended (the “Act”), J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC, Citigroup Global Markets Inc. and UBS Securities LLC, as
representatives of the several underwriters, hereby join Royalty Pharma plc in requesting that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-238632) (the “Registration Statement”) to become effective on June 15, 2020, at 4:00 PM, Eastern Daylight Time, or as soon
as practicable thereafter.

 Pursuant to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate
distribution of the preliminary prospectus, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.

We have been informed by the participating underwriters that they will comply with the requirements of Rule
15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.

[Signature Page Follows]

 Very truly yours,

 J.P. MORGAN SECURITIES LLC

By:

 /s/ Alejandra Fernandez

 Name:

 Alejandra Fernandez

 Title:

 Executive Director

 MORGAN STANLEY & CO. LLC

By:

 /s/ Kalli Dircks

 Name:

 Kalli Dircks

 Title:

 Executive Director

 BOFA SECURITIES, INC.

By:

 /s/ Greg Butz

 Name:

 Greg Butz

 Title:

 Managing Director

 GOLDMAN SACHS & CO. LLC

By:

 /s/ Naomi Leslie

 Name:

 Naomi Leslie

 Title:

 Managing Director

 CITIGROUP GLOBAL MARKETS INC.

By:

 /s/ Jennifer Fox

 Name:

 Jennifer Fox

 Title:

 Managing Director

 UBS SECURITIES LLC

By:

 /s/ James Stahlke

 Name:

 James Stahlke

 Title:

 Associate Director

By:

 /s/ Jonathan Waksman

 Name:

 Jonathan Waksman

 Title:

 Associate Director

cc:
 Pablo Legorreta, Royalty Pharma plc

Arthur R. McGivern, Goodwin Procter LLP

Edwin M. O’Connor, Goodwin Procter LLP

Benjamin K. Marsh, Goodwin Procter LLP

Richard D. Truesdell, Jr., Davis Polk & Wardwell LLP

Marcel Fausten, Davis Polk & Wardwell LLP

United States securities and exchange commission logo
June 9, 2020
Pablo Legorreta
Chief Executive Officer
Royalty Pharma plc
110 East 59th Street
New York, New York 10022
Re:Royalty Pharma plc
Amendment No. 2 to Registration Statement on Form S-1
Filed June 8, 2020
File No. 333-238632
Dear Mr. Legorreta:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 7, 2020 letter.
Amendment No. 2 to Registration Statement on Form S-1
Our Portfolio, page 4
1.Please revise your graphic to clarify the meaning of “2019A” end market sales.  For
example, please clarify if the “A” is intended to mean actual, approximate or something
else.  If these are estimated figures, or assumptions underlie the calculations, please
discuss.  In an appropriate location of your prospectus, indicate how these figures are
useful to investors in understanding your royalty receipts and also how management uses
them.
2.Please revise the prospectus to ensure that the disclosure of 2019A End Market sales in
the graphics on page 4 reconcile to your disclosure regarding end market sales under “Our
Portfolio” beginning on page 149, or advise.  For example, we note your disclosure on

 FirstName LastNamePablo Legorreta
 Comapany NameRoyalty Pharma plc
 June 9, 2020 Page 2
 FirstName LastNamePablo Legorreta
Royalty Pharma plc
June 9, 2020
Page 2
page 151 indicates that total global end market sales for DPP-IV inhibitors during 2019
were approximately $10.7 billion whereas your disclosure on page 4 regarding Januvia,
Janumet and other DPP-IV products indicates 2019A End Market Sales of $9.4 billion.
Similarly, for Xtandi, your disclosure on page 149 indicates that total global end market
sales for Xtandi during 2019 were approximately $4.3 billion whereas your disclosure on
page 4 for Xtandi indicates 2019A End Market Sales of $3.5 billion.
Summary of the Offering Structure, page 11
3.Please tell us how your disclosure that your Class B shares will not entitle holders of those
shares to receive distributions upon a liquidation, dissolution or winding up of the
company reconciles to your disclosure under "Rights upon liquidation" on page 181 that
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, or revise your disclosure as
appropriate.
Footnotes to the Unaudited Pro Forma Consolidated Balance Sheet
Footnote G, page 71
4.You disclose on page 9 that pursuant to agreements with the Continuing Investors
Partnerships, that certain of the Continuing Investors have agreed to exchange interests in
the Continuing Investor Partnerships into an aggregate of 290,833,447 Class A ordinary
shares shortly before or upon consummation of this offering.  This exchange, however, is
not discussed in the notes to your Unaudited Pro Forma Consolidated Balance Sheet or in
your Capitalization discussion on an as-adjusted basis on page 63.  Please revise your
disclosures in these sections to reflect the fact that your pro forma Class A ordinary shares
as of March 31, 2020 include amounts issued in this exchange.
Notes to the Condensed Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Recently adopted and issued accounting standards, page F-9
5.You disclose that you recorded a cumulative adjustment to Retained earnings of $192.7
million to recognize an allowance for credit losses on your financial royalty assets as a
result of the adoption of ASU 2016-13.  Please revise to disclose the key changes to your
allowance methodology as a result of this new guidance and how this adjustment was
calculated.  Please also update your accounting policy disclosure accordingly.
Exhibits
6.The Exhibit 5.1 legality opinion should not assume conclusions of law that are necessary
for the ultimate opinion.  Please tell us why assumptions (8) and (9) on Schedule 2 of the

 FirstName LastNamePablo Legorreta
 Comapany NameRoyalty Pharma plc
 June 9, 2020 Page 3
 FirstName LastName
Pablo Legorreta
Royalty Pharma plc
June 9, 2020
Page 3
of the legality opinion are appropriate or file a revised opinion.
7.Based on the list of documents examined by counsel in Schedule 1 of the Exhibit 5.1
opinion, it does not appear that counsel reviewed the shareholder resolutions referred to
on page 183 of the prospectus or any resolutions of the directors of the company
authorizing the issuance of the New Shares.  Please file a revised opinion or advise us as
appropriate.
8.Please have tax counsel revise its Exhibit 8.1 opinion to state clearly that the prospectus
disclosure in these two sections are the opinion of named counsel.  Also, revise the
prospectus to reflect the same.  Refer to Section III of Staff Legal Bulletin No. 19.  In
addition, please have tax counsel revise their 8.1 opinion to expressly consent to the
reference to their firm under the caption “Legal Matters” in the prospectus, consistent with
Section IV of Staff Legal Bulletin No. 19.
            You may contact Christine Torney at (202) 551-3652 or Angela Connell at (202) 551-
3426 if you have questions regarding comments on the financial statements and related matters.
Please contact Tim Buchmiller at (202) 551-3635 or Joseph McCann at (202) 551-6262 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jeffrey S. Ramsay, Esq.

United States securities and exchange commission logo
May 7, 2020
Pablo Legorreta
Chief Executive Officer
Royalty Pharma plc
110 East 59th Street
New York, New York 10022
Re:Royalty Pharma plc
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted April 23, 2020
CIK No. 0001802768
Dear Mr. Legorreta:
            We have reviewed your amended 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.
Amendment No. 2 to Draft Registration Statement on Form S-1
Ibrance, page 137
1.Your response to prior comment 3 indicates that disclosing royalty ranges for Ibrance and
PT027 is not required because presentation of ranges for such immaterial assets would not
be meaningful to investors in interpreting results or in assessing performance.  Given your
disclosure in the second paragraph of this section that global end market sales of Ibrance
are expected to grow to approximately $9.4 billion in 2024, it is unclear from your current
disclosure how investors would understand that royalties on Ibrance are immaterial to
your business.  Accordingly, please revise your disclosure to clarify the significance of
the Ibrance assets. In addition, revise your presentation on page 4 so that you are not
giving undue prominence to your Ibrance and PT027 assets by highlighting them in your

 FirstName LastNamePablo Legorreta
 Comapany NameRoyalty Pharma plc
 May 7, 2020 Page 2
 FirstName LastName
Pablo Legorreta
Royalty Pharma plc
May 7, 2020
Page 2
Summary.
Capital Structure, page 166
2.Please disclose the substance of your response to prior comment 6.
            You may contact Christine Torney at (202) 551-3652 or Angela Connell at (202) 551-
3426 if you have questions regarding comments on the financial statements and related matters.
Please contact Tim Buchmiller at (202) 551-3635 or Joseph McCann at (202) 551-6262 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Marcel Fausten, Esq.

April 10, 2020
Pablo Legorreta
Chief Executive Officer
Royalty Pharma plc
110 East 59th Street
New York, New York 10022
Re:Royalty Pharma plc
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted March 27, 2020
CIK No. 0001802768
Dear Mr. Legorreta:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our [Month day, year] letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
If we were determined to be an investment company under the U.S. Investment Company Act of
1940, page 34
1.With reference to prior comment 28, please provide us with a legal analysis of the impact
of the company’s intent to be treated as a PFIC on the company’s status under the
Investment Company Act.

 FirstName LastNamePablo Legorreta
 Comapany NameRoyalty Pharma plc
 April 10, 2020 Page 2
 FirstName LastName
Pablo Legorreta
Royalty Pharma plc
April 10, 2020
Page 2
2.We refer to your disclosure in the last sentence on page 34 indicating that your
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 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.  In order to conform with the staff's position, please revise this statement to
clarify that “according to certain SEC staff interpretations," this provision "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.  Please make any additional changes
that would be required in order to conform to this characterization of the staff’s position.
Ibrance, page 138
3.Please further revise your disclosure in response to prior comment 27 to disclose a royalty
rate range for Ibrance and for PT027.
Director and Executive Compensation, page 152
4.Although we note you have disclosed on page 152 the Operating and Personnel Payments
incurred during the year ended December 31, 2019, our prior comment 31 requested
analysis explaining why you do not include Regulation S-K Item 402 disclosure for fiscal
2019.  This would include an analysis of whether all plan and non-plan compensation
awarded to, earned by, or paid to the named executive officers designated under paragraph
(a)(3) of Item 402, and directors covered by paragraph (k) of Item 402, by any person for
all services rendered in all capacities to the registrant and its subsidiaries, unless otherwise
specifically excluded from disclosure in Item 402, should be disclosed.  Please update us
with your analysis in that regard and update your disclosure as appropriate.  Please also
provide us with additional analysis on your position as to whether such Item 402
disclosure would be required in filings for future periods.
Security Ownership of Certain Beneficial Owners and Management, page 161
5.Please revise to identify the natural persons with voting and/or dispositive control of the
shares held by all entities listed in your tables on page 162.
Capital Structure, page 164
6.Please disclose the purpose of the Class R redeemable shares and disclose whether those
shares will be redeemable at nominal value or otherwise.
Signatures, page II-4
7.Please refer to Instruction 1 to Signatures to Form S-1 and include the signature of your
authorized representative in the United States, or advise.

 FirstName LastNamePablo Legorreta
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Pablo Legorreta
Royalty Pharma plc
April 10, 2020
Page 3
            You may contact Christine Torney at (202) 551-3652 or Angela Connell at (202) 551-
3426 if you have questions regarding comments on the financial statements and related matters.
Please contact Tim Buchmiller at (202) 551-3635 or Joseph McCann at (202) 551-6262 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Marcel Fausten, Esq.

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