Royalty Pharma Manager LLC

Item 5. Fees and Compensation

      A.    Our firm, or an affiliate of our firm, typically receives compensation directly or
            indirectly from our Client in the form of an operating and personnel expense fee.

            Operating and Personnel Expense Fee

            The terms of our operating and personnel expense fees are disclosed in the
            governing agreements of our Client. Such governing documents are referred to
            herein as “Governing Documents”. The operating and personnel expense fees are
            paid as either a flat fee or determined on a cost-plus basis based on a Client’s costs
            recognized as expenses under United States generally accepted accounting
            principles, whether paid or unpaid, and whether operating or non-operating in
            nature.

            Performance Compensation

            The firm and an entity controlled by our CEO receives performance-based
            compensation from our Client. The terms of our performance-based compensation
            are disclosed in the Governing Documents.

            Our fees are not negotiable.

      B.    We generally deduct the management fees and operating and personnel expense
            fees from our Client’s accounts directly or indirectly quarterly in advance.
            Performance-based compensation is paid to an affiliate of our firm concurrently
            with or shortly after distributions to the Investors in our Client, provided that the
            conditions for payment of such performance-based compensation are met as
            described in our Client’s Governing Documents.

            It is critical that Investors refer to their respective Governing Documents for a
            complete understanding of how we are compensated for our advisory services. The
            information contained herein is a summary only and is qualified in its entirety by
            the relevant Governing Documents.

      C.    The Client generally bears its own organizational expenses, investment and trading
            expenses, accounting and administrative expenses and other operating expenses, to
            the extent permitted under its Governing Documents, including, without limitation,
            its direct or indirect portion of:

                  expenses incurred in connection with the offering of interests;

                  administrative and operating expenses;

                  independent valuation expenses;

   expenses incurred in providing any reporting to Investors or regulatory
    reporting, printing and mailing costs;

   third party research costs and expenses;

   administrative expenses (including any fee payable to an administrator, if
    appointed), government fees, taxes (if any);

   expenses incurred in connection with any meeting of Investors, including,
    without limitation, travel, meal and lodging expenses and ancillary
    activities related thereto;

   fees and expenses related to regulatory compliance burdens of certain of our
    Client or any investment;

   any registration or filing fees relating to certain of our Client;

   out-of-pocket costs and expenses incurred in analyzing, conducting due
    diligence, holding, developing, negotiating, structuring, acquiring and
    disposing of investments and prospective investments;

   expenses incurred in connection with investigating investment
    opportunities, developing business opportunities, developing business
    opportunities and monitoring portfolio investments (including attending
    medical and industry conferences);

   interest on and fees and expenses arising out of borrowings;

   costs of any litigation, directors & officers liability or other insurance and
    indemnification or extraordinary expense or liability relating to the affairs
    of our Client or the entities in which they invest;

   expenses of liquidating our Client or the entities in which they invest;

   any taxes, fees or other governmental charges levied against our Client or
    the entities in which it invests and all expenses incurred in connection with
    any tax audit, investigation, settlement or review of our Client or the entities
    in which it invests; and

   legal and accounting fees and expenses and other expenses incurred by us
    or our affiliates on behalf of our Client in connection with the preparation
    for, and conduct and closing, of any offering of additional interests.

     The nature of our investment strategy does not result in brokerage transactions and
     associated costs. However, for more information on our policies regarding
     brokerage transactions and costs, please see Item 9: Brokerage Practices.

     As the firm is a wholly owned subsidiary of the Client, substantially all costs of the
     firm are ultimately borne by the Investors. In certain circumstances, the firm
     reimburses Royalty Pharma, LLC (“RP LLC”), an affiliated service company, for
     the cost of its services performed in connection with the management of the firm’s
     business providing investment management services to its Client, including
     research, business development, treasury, finance, accounting, reporting, capital
     markets, audit, tax, legal, regulatory, compliance, administrative, corporate,
     investment relations, marketing, communications, strategy, analytics, data,
     information technology, software, systems management, data and cyber security,
     intellectual property, facilities management, general business operations and
     management, procurement, vendor management and recordkeeping services.
     Additional information about RP LLC can be found in Item 10.

     Additionally, in consideration of RPSM making available for use by the firm
     RPSM’s fixed assets (including but not limited to real property leases, information
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