X0306 4 2020-06-18 0 0001802768 Royalty Pharma plc RPRX 0001165408 ADAGE CAPITAL PARTNERS GP, L.L.C. 200 CLARENDON STREET, 52ND FLOOR BOSTON MA 02116 0 0 1 0 0001163846 Adage Capital Partners, L.P. 200 CLARENDON STREET, 52ND FLOOR BOSTON MA 02116 0 0 1 0 0001403403 Adage Capital Advisors, L.L.C. 200 CLARENDON STREET 52ND FLOOR BOSTON MA 02116 0 0 1 0 0001403404 Atchinson Robert 200 CLARENDON STREET 52ND FLOOR BOSTON MA 02116 0 0 1 0 0001403413 Gross Phillip 200 CLARENDON STREET 52ND FLOOR BOSTON MA 02116 0 0 1 0 Class A Ordinary Shares 2020-06-18 4 C 0 43015330 0 A 43015330 I See footnote Class A Ordinary Shares 2020-06-18 4 P 0 3000000 28 A 46015330 I See footnote LP interests in RPI International Holdings 2019, LP 0 2020-06-18 4 C 0 4637046 0 D Class A Ordinary Shares 43015330 335513 I See footnote Class A Ordinary Shares, par value $0.0001 per share, of the Issuer (the "Class A Ordinary Shares"). These Class A Ordinary Shares were received by the Reporting Person in exchange for limited partnership interests in RPI International Holdings 2019, LP ("RPI Intl. LP"). Each limited partnership interest in RPI Intl. LP ("RPI Intl. LP Interest") was exchanged for ten Class B Interests in Royalty Pharma Holdings Ltd, ("Holdings"). Each Class B Interest in Holdings so distributed was exchanged for one Class A Ordinary Share of the Issuer. This exchange was made pursuant to the terms of the Exchange Agreement dated June 16, 2020, among the Company, Royalty Pharma Holdings Limited, RPI US Partners 2019, LP, RPI Intl. LP, RPI International Partners 2019, LP and RPI EPA Holdings, LP (the "Exchange Agreement"). No additional value was paid by the Reporting Person in connection with the exchange. This exchange was effected by the General Partner of RPI Intl. LP in accordance with a provision of the Limited Partnership Agreement of RPI Intl. LP applicable in the event of the public offering of the Issuer's Class A Ordinary Shares. The exchange applied to all holders of RPI Intl. LP Interests that did not opt out of participation. The securities to which this filing relates are held directly by Adage Capital Partners, L.P., a Delaware limited partnership (the "Fund"). Adage Capital Partners GP, L.L.C., a Delaware limited liability company ("ACPGP"), serves as the general partner of the Fund and as such has discretion over the portfolio securities beneficially owned by the Fund. Adage Capital Advisors, L.L.C., a Delaware limited liability company ("ACA"), is the managing member of ACPGP and directs ACPGP's operations. Robert Atchinson and Phillip Gross are the managing members of ACPGP and ACA and general partners of the Fund. Each of the reporting persons disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except as to such extent of such reporting person's pecuniary interest in the securities. Each RPI Intl. LP Interest represents a right to receive a distribution of ten Class B Interests in Holdings at any time and for no additional value, and shall not expire until so converted. Each Class B Interest in Holdings so distributed will be exchanged upon such distribution for one Class A Ordinary Share of the Issuer for no additional value. All of these interests are subject to forfeiture if and when the Class A Ordinary Shares attain a 20-trading day volume weighted average price of $32.30 or more after December 15, 2020 and on or before December 15, 2023. The amount of this forfeiture scales linearly from 0% at $20.51 per share to 100% at $32.30 per share. /s/ Robert Atchinson 2020-06-22 /s/ Adage Capital Partners, L.P.; By its general partner Adage Capital Partners GP, L.L.C.; By its managing member Adage Capital Advisors, L.L.C.; By its managing member Robert Atchinson 2020-06-22 /s/ Adage Capital Partners GP, L.L.C.; By its managing member Adage Capital Advisors, L.L.C.; By its managing member Robert Atchinson 2020-06-22 /s/ Adage Capital Advisors, L.L.C.; By its managing member Robert Atchinson 2020-06-22 /s/ Phillip Gross 2020-06-22