[FORM OF REVERSE OF NOTE]
1. Indenture. This Note is one of a duly authorized issue of securities of the Company designated as its % Senior Notes due 20 (herein called the Notes), issued under a Second Supplemental Indenture, dated as of July 26, 2021 (the Second Supplemental Indenture), to an indenture, dated as of September 2, 2020 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the Base Indenture and herein with the Second Supplemental Indenture, collectively, the Indenture), among the Company, Royalty Pharma Holdings Ltd. and Wilmington Trust, National Association, as Trustee (herein called the Trustee, which term includes any successor trustee under the Indenture), to which reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The aggregate principal amount of the Initial Notes Outstanding of this series at any time may not exceed $ in aggregate principal amount, except for, or in lieu of, other Notes of the series pursuant to Sections 304, 305, 306, 905 or 1107 of the Base Indenture and except for any Notes which, pursuant to Section 303 of the Base Indenture, are deemed never to have been authenticated and delivered. The Second Supplemental Indenture pursuant to which this Note is issued provides that Additional Notes of this series may be issued thereunder.
All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. In the event of a conflict or inconsistency between this Note and the Indenture, the provisions of the Indenture shall govern.
2. Optional Redemption. Prior to , the Company may at its option redeem all or a part of the Notes upon not more than 60 days nor less than 10 days prior notice, at any time and from time to time, at a Redemption Price in cash equal to the greater of (i) 100% of the aggregate principal amount of any Notes being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on any Notes being redeemed (exclusive of interest accrued to the date of redemption) from the date of redemption to , in each case discounted to the Redemption Date on a semi- annual basis (assuming a 360-day year of twelve 30-day months) at the Treasury Rate plus  basis points, plus in each case accrued and unpaid interest thereon to, but excluding, the date of redemption.
The Company shall give the Trustee and the Holders notice of the Redemption Price with respect to any redemption pursuant to the preceding paragraph as soon as practicable after the calculation thereof and the Trustee shall have no responsibility for such calculation.
On or after , the Company may at its option redeem all or a part of the Notes upon not more than 60 days nor less than 10 days prior notice, at a Redemption Price in cash equal to 100% of the aggregate principal amount of any Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption. Any notice of any redemption may, at the Companys discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a securities offering or other corporate transaction.