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
 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.



FirstName LastNameTerrance Coyne                              Sincerely,
Comapany NameRoyalty Pharma plc
                                                              Division of 
Corporation Finance
August 8, 2023 Page 2                                         Office of Life 
Sciences
FirstName LastName