7 unchanged sentences
Based on this assessment, our management has concluded that our internal control over financial reporting was effective as of December 31, 2022 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP .
−Removed: Our independent registered public accounting firm, Ernst & Young, has issued an audit report on our internal control over financial reporting as of December 31, 2021 .
+Added: Our independent registered public accounting firm, Ernst & Young LLP, has issued an audit report on our internal control over financial reporting as of December 31, 2022 .
Their report is included in Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
−Removed: There were no changes in our internal controls over financial reporting identified in management ’ s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the three months ended December 31, 2021 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: There were no changes in our internal controls over financial reporting identified in management ’ s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the fourth quarter of 2022 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
4 unchanged sentences
Not applicable.
+Added: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
+Added: Not applicable.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
9 unchanged sentences
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
−Removed: The following exhibits are filed as a part of this Annual Report on Form 10-K:
+Added: 15(a)(1) Financial Statements.
+Added: The following documents are filed as part of this Form 10-K:
+Added: • Reports of Independent Registered Public Accounting Firm
+Added: • Consolidated Balance Sheets as of December 31, 2022 and 2021
+Added: • Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020
+Added: • Consolidated Statements of Comprehensive Income for the years ended December 31, 2022, 2021 and 2020
+Added: • Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2022, 2021 and 2020
+Added: • Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020
+Added: • Notes to the Consolidated Financial Statements
+Added: 15(a)(2) Financial Statement Schedules.
+Added: Schedules are omitted because they are not required or because the information is provided elsewhere in the financial statements.
+Added: 15(a)(3) Exhibits.
Incorporated by Reference
10 unchanged sentences
4.2 Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934
−Removed: 10.1 Management and Services Agreement dated June 15, 2020, among the Company and RP Management, LLC
−Removed: 8-K 10.2 6/19/2020
+Added: 10.1 Amended and Restated Management and Services Agreement dated October 3, 2022, among the Company and RP Management, LLC
+Added: 10-Q 10.1 11/08/2022
10.2 Exchange Agreement dated June 16, 2020, among the Company, Royalty Pharma Holdings Ltd, RPI US Partners 2019, LP, RPI International Holdings 2019, LP, RPI International Partners 2019, LP and RPI EPA Holdings, LP
8-K 10.1 6/19/2020
−Removed: 10.3 Registration Rights Agreement dated June 18, 2020, among the Company and the Persons listed on Schedule A and Schedule B theret o
+Added: 10.3 Registration Rights Agreement dated June 18, 2020, among the Company and the Persons listed on Schedule A and Schedule B thereto
8-K 10.4 6/19/2020
9 unchanged sentences
S-1/A 10.8 6/2/2020
−Removed: 10.8# Research, Development and Commercialization Agreement, dated May 24, 2004, between the Cystic Fibrosis Foundation Therapeutics Incorporated and Vertex Pharmaceuticals Inc., as amended
+Added: 10.8# Research, Development and Commercialization Agreement, dated May 24, 2004, between the Cystic Fibrosis Foundation Therapeutics Incorporated and Vertex Pharmaceuticals Incorporated, as amended
S-1 10.9 5/22/2020
11 unchanged sentences
S-1 10.13 5/22/2020
−Removed: 10.13 Amended and Restated Management and Services Agreement dated June 11, 2020, among Royalty Pharma Investments 2019 ICAV and RP Management, LLC
−Removed: 8-K 10.3 6/19/2020
+Added: 10.13 Amended and Restated Management and Services Agreement dated October 3 , 202 2 , among Royalty Pharma Holdings L td and RP Management, LLC
+Added: 10-Q 10.2 11/08/2022
+Added: 10.14 Second Amended and Restated Management and Services Agreement dated October 3, 2022, among Royalty Pharma Investments 2019 ICAV and RP Management, LLC
+Added: 10-Q 10.3 11/08/2022
10.15† Form of Independent Director Equity Incentive Plan
2 unchanged sentences
8-K 4.1 9/2/2020
−Removed: 10.16 First Supplemental Indenture, dated as of September 2, 2020, among Royalty Pharma plc, Royalty Pharma Holdings Ltd.
−Removed: and Wilmington Trust, National Association, as Trustee
+Added: 10.17 First Supplemental Indenture, dated as of September 2, 2020, among Royalty Pharma plc, Royalty Pharma Holdings Ltd and Wilmington Trust, National Association, as Trustee
8-K 4.2 9/2/2020
5 unchanged sentences
8-K 10.1 11/5/2020
−Removed: 10.19 Second Supplemental Indenture, dated as of July 26, 2021, Royalty Pharma plc, Royalty Pharma Holdings Ltd.
−Removed: and Wilmington Trust, National Association, as Trustee.
+Added: 10.20 Second Supplemental Indenture, dated as of July 26, 2021, Royalty Pharma plc, Royalty Pharma Holdings Ltd and Wilmington Trust, National Association, as Trustee.
8-K 4.2 7/26/2021
−Removed: 21.1 List of subsidiaries
−Removed: S-1 21.1 5/22/2020
−Removed: 23.1 Consent of Ernst & Young, Independent Registered Public Accounting Firm
+Added: 21.1 Subsidiaries of the Registrant
+Added: 23.1 Consent of Independent Registered Public Accounting Firm
24.1 Power of Attorney (reference is made to the signature page hereto) x
−Removed: 31.1 Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
−Removed: 31.2 Certification of Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
+Added: 31.1 Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: 31.2 Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32* Certifications of Chief Executive Office and Chief Financial Officer pursuant to 18 U.S.C.
39 unchanged sentences
Henry Fernandez
−Removed: /s/ William Ford Director February 15, 2022
Germano Giuliani Director February 15, 2023
Germano Giuliani
+Added: /s/ David Hodgson Director February 15, 2023
+Added: David Hodgson
/s/ Ted Love Director February 15, 2023
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.