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•	Growing sales of the existing products in our portfolio, including by identifying new growth opportunities;

•	Acquiring additional differentiated products that are on the market or product candidates that are in late-stage development; and

•	Pursuing focused development of a pipeline of post-discovery differentiated product candidates.

•	Xyrem® (sodium oxybate) oral solution, the only product approved by the United States Food and Drug Administration, or FDA, for the treatment of both cataplexy and excessive daytime sleepiness, or EDS, in patients with narcolepsy;

•	Erwinaze® (asparaginase Erwinia chrysanthemi), a treatment approved in the United States and in certain markets in Europe (where it is marketed as Erwinase®) for patients with acute lymphoblastic leukemia, or ALL, who have developed hypersensitivity to E. coli-derived asparaginase; and

•	Defitelio® (defibrotide), a product approved in Europe for the treatment of severe hepatic veno-occlusive disease, or VOD, in adults and children undergoing hematopoietic stem cell transplantation, or HSCT, therapy.

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JZP-110. JZP-110 is a late-stage investigational compound being developed for potential treatment of EDS in patients with narcolepsy and EDS in patients with OSA. Based on feedback from the FDA on our development plans for JZP-110, we expect to commence our planned Phase 3 clinical program in the second quarter of 2015, subject to the availability of clinical trial materials. We plan to conduct one Phase 3 clinical trial in patients with EDS associated with narcolepsy and two Phase 3 clinical trials in patients with EDS associated with OSA. Approximately

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JZP-386. JZP-386 is a deuterium-modified analog of sodium oxybate, the active pharmaceutical ingredient in Xyrem, which we licensed from Concert Pharmaceuticals, Inc., or Concert, in February 2013. We have conducted preclinical research and development work on JZP-386 for potential use in patients with narcolepsy. We submitted an investigational medicinal product dossier, or IMPD, for JZP-386 in Europe at the end of 2013 and received approval of the IMPD in January 2014. The first study of JZP-386 in humans to evaluate the safety, pharmacokinetics and pharmacodynamics of the compound was conducted in 2014, and we initiated a second Phase 1 study in the first quarter of 2015, with data expected in the second quarter of 2015.

•

Xyrem. While in many patients narcolepsy can begin during childhood and adolescence, there is limited information on the treatment of pediatric narcolepsy patients with Xyrem. We have worked with the FDA and several leading specialists to design a clinical trial to generate additional data on the treatment of pediatric narcolepsy patients with Xyrem. As a result, in the fourth quarter of 2014, we initiated a Phase 3 clinical trial to assess the safety and efficacy of Xyrem in children and adolescents aged seven to 17 who have narcolepsy with cataplexy.

•	Erwinaze. In the second quarter of 2014, we initiated a pharmacokinetics study in Phase 2 to further evaluate the use of Erwinaze in young adults age 18 to 39 with ALL who are hypersensitive to E. coli-derived asparaginase.

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JZP-416 (formerly known as Asparec). We completed a Phase 1 clinical trial in Europe of JZP-416 (pegcrisantaspase), a PEGylated recombinant Erwinia chrysanthemi L-asparaginase, being developed for the treatment of patients with ALL who are hypersensitive to E. coli-derived asparaginase. In June 2013, the FDA granted Fast Track designation to the investigation of JZP-416 for the treatment of ALL. We initiated our first study of JZP-416 in children in a pivotal Phase 2 clinical trial in North America in late 2014. In February 2015, we voluntarily suspended patient enrollment in this trial. Our decision to suspend enrollment and to discontinue treatment with JZP-416 for enrolled patients is based on the occurrence of hypersensitivity-like reactions following the administration of JZP-416 in some treated patients. We are in the process of collecting and evaluating the available data and plan to conduct additional research and analysis prior to determining whether to resume the study and determining next steps regarding the development of JZP-416. We license worldwide rights to develop and commercialize JZP-416 from Alizé Pharma II, or Alizé. Under our license agreement with Alizé, we are subject to contractual obligations to meet certain development milestones within certain timeframes.

•	Leukotac. We are conducting a Phase 3 clinical trial in Europe of Leukotac (inolimomab), an anti-CD25 monoclonal antibody for the treatment of steroid-refractory acute GvHD. We completed enrollment for this study in March 2014 and expect to receive preliminary data in mid-2015. We acquired the rights to Leukotac from Biotest AG.

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Xyrem. Xyrem is the only product approved for the treatment of both cataplexy and EDS in patients with narcolepsy. No product other than Xyrem is approved for the treatment of cataplexy. The only other products approved by the FDA for the treatment of EDS in patients with narcolepsy are Provigil® (modafinil) and Nuvigil® (armodafinil), which are marketed by Teva Pharmaceutical Industries Limited, or Teva, and the generic versions of Provigil. Provigil, its generic equivalents and Nuvigil are also approved for improving wakefulness in patients with EDS associated with treated OSA or shift work disorder. Xyrem is often used in conjunction with stimulants and wake-promoting drugs, which are administered during the day.

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Erwinaze / Erwinase. Erwinaze is a biologic product used in conjunction with chemotherapy and is indicated for patients with ALL who have developed hypersensitivity to E. coli-derived asparaginase. While there is currently no direct competition to Erwinaze to treat ALL patients with hypersensitivity to E. coli-derived asparaginase, other companies have developed or are developing new treatments for ALL, including new asparaginase treatments that could reduce the rate of hypersensitivity in patients with ALL and new treatment protocols for ALL that may not include asparaginase-containing regimens. Any of these potential new treatments could reduce the market for Erwinaze. As a biologic product, Erwinaze also faces potential competition from biosimilar products.

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Defitelio / defibrotide. Defitelio is the first approved treatment in the EU for the treatment of severe VOD in adults and children undergoing HSCT. Various anti-clotting strategies have been tried by researchers in patients with VOD with mixed results, including Activase (Alteplase), a recombinant tissue plasminogen activator, marketed by Genentech, Inc., generic heparin sodium injection, and Thrombate III (antithrombin III (human)), marketed by Grifols Therapeutics, Inc. While there is currently no direct competition to Defitelio to treat severe VOD, changes in the types of conditioning regimens used as part of HSCT may affect the incidence rate of VOD and demand for Defitelio.

•	the existence of competing or alternative products in the marketplace, including generic competition, and the relative price of those products;

•	the efficacy, safety and reliability of our products and product candidates compared to competing or alternative products;

•	product acceptance by physicians, other health care providers and patients;

•	our ability to comply with applicable laws, regulations and regulatory requirements with respect to the commercialization of our products, including any changes or increases to regulatory restrictions;

•	protection of our proprietary rights;

•	obtaining reimbursement for our products in approved indications;

•	our ability to complete clinical development and obtain regulatory approvals for our product candidates, and the timing and scope of regulatory approvals;

•	our ability to provide a reliable supply of commercial quantities of a product to the market; and

•	our ability to recruit, retain and develop skilled employees, including sales and marketing and clinical development employees.

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Xyrem. Xyrem is covered by 19 U.S. patents that expire at various times from December 2019 to March 2033, of which 14 are listed in the FDA’s publication “Approved Drug Products with Therapeutic Equivalence Evaluations,” or Orange Book. These patents relate to Xyrem’s stable and microbially resistant formulation, its manufacturing process, its method of use, including its restricted distribution system, and its method of administration. Of the patents listed in the Orange Book, four are formulation patents expiring between December 2019 and July 2020; seven are method of use patents covering the distribution of Xyrem expiring between December 2022 and June 2024; two are method of use patents covering Xyrem’s use in narcolepsy, both of which expire in December 2019; and one is a method of administration patent expiring in March 2033. An additional method of use patent covering Xyrem’s use in narcolepsy expiring December 2019 is expected to be listed in the Orange Book. Four patents are not listed in the Orange Book but also relate to Xyrem: two for methods for making the formulation expiring December 2019, one for a distribution system expiring June 2024 and one for method of administration expiring March 2033. A Xyrem

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Defitelio. The unique process of deriving defibrotide from porcine DNA is extensive and uses both chemical and biological processes that rely on complex characterization methods. We have a portfolio of U.S. and non-U.S. patents and patent applications relating to various compositions, methods of use and methods of characterization, which will expire at various times between April 2017 and June 2032.

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JZP-110. JZP-110 and its associated uses are claimed in multiple U.S. and non-U.S. patents and applications. We acquired rights to JZP-110 from Aerial in January 2014, including Aerial’s patent rights relating to JZP-110, other than in certain jurisdictions in Asia where SK retains rights. The U.S. composition of matter patents begin to expire in September 2015. Two U.S. method of use patents covering treatment of sleep related conditions will expire in June 2026 and August 2027, subject to any patent term extension.

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JZP-386. Two U.S. patents cover the composition of deuterated analogs of sodium oxybate, including JZP-386, and their methods for treating certain diseases and disorders, including narcolepsy. The first patent expires in July 2030 and the second patent expires in February 2032. A European patent that corresponds to the first U.S. patent expires in April 2030. Further, patent applications corresponding to the second U.S. patent were filed in the United States, Europe and Japan, and, if issued, would expire in February 2032. We were granted exclusive licenses to these patent rights by Concert.

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JZP-416. JZP-416 is not yet covered by any issued U.S. patents. We have rights to patent applications for JZP-416 pending in the United States and many other countries that, if issued, would expire in July 2030, subject to any patent term extension. In addition, JZP-416 was granted orphan drug designation for the treatment of ALL by the EMA and by the FDA subject to certain conditions. See “Business—Government Regulation—Orphan Drug and Other Exclusivities” in Part I, Item 1 of this Annual Report on Form 10-K for more details.

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Item 1A.	Risk Factors

•	the potential introduction of a generic version of Xyrem or an alternative sodium oxybate product for treating cataplexy and/or EDS in narcolepsy;

•	changed or increased regulatory restrictions, including changes to our risk management program and the terms of the final REMS documents for Xyrem, and the pressure to develop a single shared system REMS with potential generic competitors, or regulatory actions by the FDA, as discussed in more detail in the risk factors below;

•	our manufacturing partners’ ability to obtain sufficient quota from the DEA to satisfy our needs for Xyrem;

•	any supply, manufacturing or distribution problems arising with any of our manufacturing and distribution partners, all of whom are sole source providers for us;

•

any increase in restrictive conditions for reimbursement required by, and the availability of reimbursement from, third party payors, as discussed in more detail in the risk factor in Part I, Item 1A of this Annual Report on Form 10-K entitled “Price approvals and reimbursement may not be available for our products, which could diminish our sales or affect our ability to sell our products profitably;”

•	changes in healthcare laws and policy, including changes in requirements for rebates, reimbursement and coverage by federal healthcare programs;

•	continued acceptance of Xyrem as safe and effective by physicians and patients, even in the face of negative publicity that surfaces from time to time; and

•	changes to our label, including new safety warnings or changes to our boxed warning, that further restrict how we market and sell Xyrem.

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•	the increased complexity and costs inherent in managing international operations;

•	diverse regulatory, financial and legal requirements, and any future changes to such requirements, in one or more countries where we are located or do business;

•	country-specific tax, labor and employment laws and regulations;

•	applicable trade laws, tariffs, export quotas, custom duties or other trade restrictions and any changes to them;

•	challenges inherent in efficiently managing employees in diverse geographies, including the need to adapt systems, policies, benefits and compliance programs to differing labor and other regulations, as well as maintaining positive interactions with unionized employees in one of our international locations;

•	liabilities for activities of, or related to, our international operations, products or product candidates;

•	changes in currency rates; and

•	regulations relating to data security and the unauthorized use of, or access to, commercial and personal information.

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•	the clinical indications for which a product is approved, including any restrictions placed upon the product in connection with its approval, such as a REMS, patient registry or labeling restrictions;

•	the prevalence of the disease or condition for which the product is approved and the severity of side effects;

•	acceptance by physicians and patients of each product as a safe and effective treatment;

•	perceived advantages over alternative treatments;

•	relative convenience and ease of administration;

•	the cost of treatment in relation to alternative treatments, including generic products;

•	the extent to which the product is approved for inclusion on formularies of hospitals and managed care organizations; and

•	the conditions for reimbursement required by, and the availability of reimbursement from, third party payors.

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•	high acquisition costs;

•	the need to incur substantial debt or engage in dilutive issuances of equity securities to pay for acquisitions;

•	the potential disruption of our historical core business;

•	the strain on, and need to continue to expand, our existing operational, technical, financial and administrative infrastructure;

•	the difficulties in assimilating employees and corporate cultures;

•	the failure to retain key managers and other personnel;

•	the challenges in controlling additional costs and expenses in connection with and as a result of the acquisition;

•	the need to write down assets or recognize impairment charges;

•	the diversion of our management’s attention to integration of operations and corporate and administrative infrastructures; and

•	any unanticipated liabilities for activities of or related to the acquired business or its operations, products or product candidates.

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•	delays or failures in obtaining regulatory authorization to commence a trial because of safety concerns of regulators relating to our product candidates or similar product candidates of our competitors or failure to follow regulatory guidelines;

•	delays or failures in obtaining clinical materials and manufacturing sufficient quantities of the product candidate for use in trials;

•	delays or failures in reaching agreement on acceptable terms with prospective study sites;

•	delays or failures in obtaining approval of our clinical trial protocol from an institutional review board, also known as Ethics Committees in Europe, to conduct a clinical trial at a prospective study site;

•	delays or failures in recruiting patients to participate in a clinical trial;

•	failure of our clinical trials and clinical investigators to be in compliance with the FDA and other regulatory agencies’ good clinical practice guidelines;

•	unforeseen safety issues, including negative results from ongoing preclinical studies and clinical trials and adverse events associated with product candidates;

•	inability to monitor patients adequately during or after treatment;

•	difficulty monitoring multiple study sites;

•	failure of our third party clinical trial managers to satisfactorily perform their contractual duties, comply with regulations or meet expected deadlines; or

•	insufficient funds to complete the trials.

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•	others may be able to make products that are similar to our product candidates but that are not covered by the claims of our patents, or for which we are not licensed under our license agreements;

•	we or our licensors or partners might not have been the first to invent or file, as appropriate, subject matters covered by our issued patents or pending patent applications or the pending patent applications or issued patents of our licensors or partners;

•	others may independently develop similar or alternative products without infringing our intellectual property rights;

•	our pending patent applications may not result in issued patents;

•	our issued patents and the issued patents of our licensors or partners may not provide us with any competitive advantages, or may be held invalid or unenforceable as a result of legal challenges by third parties;

•	our issued patents may not cover our competitors’ products;

•	our issued patents and the issued patents of our licensors or partners may be vulnerable to legal challenges as a result of changes in applicable law;

•	we may not develop additional proprietary products that are patentable; or

•	the patents of others may have an adverse effect on our business.

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•	limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions or other general business purposes;

•	limit our ability to use our cash flow or obtain additional financing for future working capital, capital expenditures, acquisitions or other general business purposes;

•	require us to use a substantial portion of our cash flow from operations to make debt service payments;

•	limit our flexibility to plan for, or react to, changes in our business and industry;

•	result in dilution to our existing shareholders in the event exchanges of our 2021 Notes are settled in our ordinary shares;

•	place us at a competitive disadvantage compared to our less leveraged competitors; and

•	increase our vulnerability to the impact of adverse economic and industry conditions.

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•	incur or assume liens or additional debt or provide guarantees in respect of obligations of other persons;

•	issue redeemable preferred stock;

•	pay dividends or distributions or redeem or repurchase capital stock;

•	prepay, redeem or repurchase certain debt;

•	make loans, investments, acquisitions (including acquisitions of exclusive licenses) and capital expenditures;

•	enter into agreements that restrict distributions from our subsidiaries;

•	sell assets and capital stock of our subsidiaries;

•	enter into certain transactions with affiliates; and

•	consolidate or merge with or into, or sell substantially all of our assets to, another person.

•	the revenues from our commercial products, which may be affected by many factors, including the extent of generic competition for our products;

•	the costs of our commercial operations;

•	the costs of integration activities related to any future strategic transactions we may engage in;

•	the cost of acquiring and/or licensing any new products and product candidates;

•	the scope, rate of progress, results and costs of our development and clinical activities;

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•	the cost and timing of obtaining regulatory approvals and of compliance with laws and regulations;

•	the cost of preparing, filing, prosecuting, defending and enforcing patent claims and other intellectual property rights;

•	the cost of investigations, litigation and/or settlements related to regulatory oversight and third party claims; and

•	changes in laws and regulations, including, for example, healthcare reform legislation.

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•	impose advance notice requirements for shareholder proposals and nominations of directors to be considered at shareholder meetings;

•	stagger the terms of our board of directors into three classes;

•	require the approval of a supermajority of the voting power of the shares of our share capital entitled to vote generally at a meeting of shareholders to amend or repeal our articles of association; and

•	permit our board of directors to issue one or more series of preferred shares with rights and preferences, as our shareholders may determine by ordinary resolution.

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Item 1B.	Unresolved Staff Comments

Item 2.	Properties

Item 3.	Legal Proceedings

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Item 4.	Mine Safety Disclosures.

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Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

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(1)	This section is not “soliciting material”, is not deemed “filed” with the SEC and is not to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as

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(2)	Information used in the graph was obtained from Research Data Group, Inc.

(1)	This table does not include ordinary shares that we withheld in order to satisfy minimum tax withholding requirements in connection with the vesting of restricted stock units.

(2)	Average price paid per share includes brokerage commissions.

(3)	The ordinary shares reported in the table above were purchased pursuant to our publicly announced share repurchase program. On May 7, 2013, we announced that our board of directors authorized the use of up to $200 million to repurchase our ordinary shares. This authorization has no expiration date.

(4)

The dollar amount shown represents, as of the end of each period, the approximate dollar value of ordinary shares that may yet be purchased under our publicly announced share repurchase program, exclusive of any brokerage commissions. The timing and amount of repurchases will depend on a variety of factors, including the price of our ordinary shares, alternative investment opportunities, restrictions under our credit agreement, corporate and regulatory requirements and market conditions, and may be suspended or otherwise discontinued at any time without prior notice.

Item 6.	Selected Financial Data

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(1)

On January 23, 2014, pursuant to a tender offer, we became the indirect majority shareholder of Gentium S.p.A., or Gentium, acquiring control of Gentium on that date. In February 2014, we completed a subsequent offering period of the tender offer, resulting in total purchases pursuant to the tender offer of approximately 98% of the fully diluted voting securities of Gentium. As of December 31, 2014, we had acquired a further 1.8% interest in Gentium for cash consideration of $17.8 million, resulting in an aggregate acquisition cost to us of $994.1 million, comprising cash payments of $1,011.2 million offset by proceeds from the exercise of Gentium share options of $17.1 million. The results of operations of the acquired Gentium business, along with the estimated fair values of the assets acquired and liabilities assumed in the transaction, have been included in our consolidated financial statements since the completion of the acquisition of Gentium on January 23, 2014, which is referred to as the Gentium Acquisition in this report. We record noncontrolling interests in our consolidated financial statements which represent the ownership interest of minority shareholders in the equity of Gentium. In connection with the Gentium Acquisition, on January 23, 2014, we entered into a second amendment to our credit agreement. The credit agreement, as amended to date, provides for (i) a tranche of incremental term loans in the aggregate principal amount of $350.0 million, (ii) a tranche of term loans to refinance the $554.4 million aggregate principal amount of previously outstanding term loans and (iii) a $425.0 million revolving credit facility. We used the proceeds from the incremental term loans and $300.0 million of loans under the revolving credit facility together with cash on hand to finance the Gentium Acquisition. Refer to Note 3 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for more information on the Gentium Acquisition. In August 2014, we completed a private placement of $575.0 million aggregate principal amount of 1.875% exchangeable senior notes due 2021, or the 2021 Notes, resulting in net proceeds to us, after debt issuance costs, of $558.9 million. We used a portion of the net proceeds from the issuance of the 2021 Notes to repay all outstanding borrowings under the revolving credit facility provided for under our credit agreement.

(2)

On January 18, 2012, the businesses of Jazz Pharmaceuticals, Inc. and Azur Pharma were combined in the Azur Merger pursuant to which all outstanding shares of Jazz Pharmaceuticals, Inc.’s common stock were canceled and converted into the right to receive, on a one-for-one basis, our ordinary shares. Jazz Pharmaceuticals, Inc. was treated as the acquiring company in the Azur Merger for accounting purposes, and as a result, the historical consolidated financial statements of Jazz Pharmaceuticals, Inc. became our consolidated financial statements. On June 12, 2012, we completed our acquisition of EUSA Pharma Inc., or EUSA Pharma, which we refer to as the EUSA Acquisition. At the closing of the EUSA Acquisition, we paid $678.4 million in cash, and agreed to make an additional contingent payment of $50.0 million in cash if Erwinaze achieved net sales in the United States of $124.5 million or more in 2013. In 2013, net sales of Erwinaze in the United States exceeded $124.5 million and as a result, we made this payment in the first quarter of 2014. The results of operations of the acquired Azur Pharma and EUSA Pharma businesses, along with the estimated fair values of the assets acquired and liabilities assumed in each transaction, are included in our consolidated financial statements since the effective dates of the Azur Merger and the EUSA Acquisition, respectively. We financed the EUSA Acquisition, in part, by entering into our credit agreement, which at the time provided for $475.0 million principal amount of term loans and a $100.0 million revolving credit facility. We used all of the proceeds of those term loans, together with cash on hand, for the EUSA Acquisition.

(3)

All references to “ordinary shares” refer to Jazz Pharmaceuticals, Inc.’s common stock with respect to periods prior to the year ended December 31, 2012 and to our ordinary shares with respect to periods after and including the year ended December 31, 2012. Our earnings per share in the periods prior to the year ended December 31, 2012 were not impacted by the Azur Merger since each share of Jazz Pharmaceuticals, Inc. common stock issued and outstanding immediately prior to the effective time of the Azur Merger was canceled and converted into the right to receive one ordinary share upon the consummation of the Azur Merger.

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Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

•	Growing sales of the existing products in our portfolio, including by identifying new growth opportunities;

•	Acquiring additional differentiated products that are on the market or product candidates that are in late-stage development; and

•	Pursuing focused development of a pipeline of post-discovery differentiated product candidates.

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JZP-110. Based on feedback from the FDA on our development plans for JZP-110, we expect to commence our planned Phase 3 clinical program in the second quarter of 2015, subject to the availability of clinical trial materials. We plan to conduct one Phase 3 clinical trial in patients with EDS associated with narcolepsy and two Phase 3 clinical trials in patients with EDS associated with OSA. Approximately 900 patients are expected to be enrolled in these three trials in the aggregate. In addition, we plan to evaluate the long-term safety of JZP-110 in an open label extension trial and expect to enroll up to 450 patients from the three Phase 3 clinical trials in this extension trial.

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JZP-386. JZP-386 is a deuterium-modified analog of sodium oxybate, the active pharmaceutical ingredient in Xyrem, which we licensed from Concert Pharmaceuticals, Inc., or Concert, in February 2013. We have conducted preclinical research and development work on JZP-386 for potential use in patients with narcolepsy. We submitted an investigational medicinal product dossier, or IMPD, for JZP-386 in Europe at the end of 2013 and received approval of the IMPD in January 2014. The first study of JZP-386 in humans to evaluate the safety, pharmacokinetics and

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Xyrem. While in many patients narcolepsy can begin during childhood and adolescence, there is limited information on the treatment of pediatric narcolepsy patients with Xyrem. We have worked with the FDA and several leading specialists to design a clinical trial to generate additional data on the treatment of pediatric narcolepsy patients with Xyrem. As a result, in the fourth quarter of 2014, we initiated a Phase 3 clinical trial to assess the safety and efficacy of Xyrem in children and adolescents aged seven to 17 who have narcolepsy with cataplexy.

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Defibrotide. We are engaged in activities related to the potential approval of defibrotide in the United States. We initiated a rolling submission of an NDA to the FDA for defibrotide for the treatment of severe VOD in December 2014 and expect to complete the submission in mid-2015. We are also assessing the potential for approval of defibrotide in other countries and for development of defibrotide in indications in addition to the treatment of severe VOD.

•	Erwinaze. In the second quarter of 2014, we initiated a pharmacokinetics study in Phase 2 to further evaluate the use of Erwinaze in young adults age 18 to 39 with ALL who are hypersensitive to E. coli-derived asparaginase.

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JZP-416 (formerly known as Asparec). We completed a Phase 1 clinical trial in Europe of JZP-416 (pegcrisantaspase), a PEGylated recombinant Erwinia chrysanthemi L-asparaginase, being developed for the treatment of patients with ALL who are hypersensitive to E. coli-derived asparaginase. In addition, we initiated our first study of JZP-416 in children in a pivotal Phase 2 clinical trial in North America in late 2014. In February 2015, we voluntarily suspended patient enrollment in this trial. Our decision to suspend enrollment and to discontinue treatment with JZP-416 for enrolled patients is based on the occurrence of hypersensitivity-like reactions following the administration of JZP-416 in some treated patients. We are in the process of collecting and evaluating the available data and plan to conduct additional research and analysis prior to determining whether to resume the study and determining next steps regarding the development of JZP-416.

•	Leukotac. We are conducting a Phase 3 clinical trial in Europe of Leukotac (inolimomab), an anti-CD25 monoclonal antibody for the treatment of steroid-refractory acute GvHD. We completed enrollment for this study in March 2014 and expect to receive preliminary data in mid-2015.

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•	the challenges of protecting and enhancing our intellectual property rights;

•	delays or problems in the supply or manufacture of our products, particularly with respect to certain products as to which we maintain limited inventories, including products for which our supply demands are growing, and our dependence on single source suppliers to continue to meet our ongoing commercial demand or our requirements for clinical trial supplies;

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the need to obtain and maintain appropriate pricing and reimbursement for our products in an increasingly challenging environment due to, among other things, the attention being paid to healthcare cost containment and other austerity measures in the United States and worldwide, including the need to obtain and maintain reimbursement for Xyrem in the United States in an environment in which we are subject to increasingly restrictive conditions for reimbursement required by third party payors;

•	the challenges of compliance with the requirements of the FDA, the U.S. Drug Enforcement Administration, or DEA, and non-U.S. regulatory agencies, including with respect to product labeling, requirements for distribution, obtaining sufficient DEA quotas where needed, marketing and promotional activities, adverse event reporting and product recalls or withdrawals;

•	the challenges of achieving and maintaining commercial success of our products, such as obtaining sustained acceptance of our products by patients, physicians and payors;

•

the risks associated with business combination or product or product candidate acquisition transactions, such as the challenges inherent in the integration of acquired businesses with our historic business, the increase in geographic dispersion among our centers of operation, taking on the operation of a manufacturing plant as a result of the Gentium Acquisition and the risks that we may acquire unanticipated liabilities along with acquired businesses or otherwise fail to realize the anticipated benefits (commercial or otherwise) from such transactions;

•	the difficulty and uncertainty of pharmaceutical product development, including the timing thereof, and the uncertainty of clinical success, such as the risk that results from preclinical studies and/or early clinical trials may not be predictive of results obtained in later and larger clinical trials planned or anticipated to be conducted for our product candidates;

•	the inherent uncertainty associated with the regulatory approval process, especially as we continue to undertake increased activities and make growing investment in our product pipeline development projects;

•	our ability to identify and acquire, in-license or develop additional products or product candidates to grow our business; and

•	possible restrictions on our ability and flexibility to pursue certain future opportunities as a result of our substantial outstanding debt obligations, which increased significantly in 2014.

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(1)	Our financial results include the financial results of the historic Gentium business since the closing of the Gentium Acquisition on January 23, 2014.

(2)

Our financial results include the financial results of the historic Azur Pharma and EUSA Pharma businesses since the completion of the Azur Merger on January 18, 2012 and the EUSA Acquisition on June 12, 2012. The following discussions of our results of operations exclude the results related to the women’s health business sold in 2012 (see “Income from Discontinued Operations, Net of Taxes” below for more information). This business was segregated from continuing operations and reflected as a discontinued operation for the 2012 period.

(3)	Comparison to prior period is not meaningful.

(1)	Comparison to prior period is not meaningful.

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(1)	Tax adjustments to convert the income tax provision to the estimated amount of taxes payable in cash. In 2012, income tax adjustments included a valuation allowance reversal of $104.2 million against deferred tax assets, primarily in the United States.

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(2)	The noncontrolling interests’ share of the above adjustments, as applicable.

(3)	Non-GAAP adjusted net income and non-GAAP adjusted net income per diluted share attributable to Jazz Pharmaceuticals plc in the table above exclude the impact of discontinued operations.

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(1)

This table does not include potential future milestone payment or royalty obligations to third parties under asset purchase, product development, license and other agreements as the timing and likelihood of such milestone payments are not known, and, in the case of royalty obligations, as the amount of such obligations are not estimable. In 2014, we signed a definitive agreement with Aerial under which we acquired worldwide development, manufacturing and commercial rights to JZP-110 (other than in certain jurisdictions in Asia where SK retains rights). Under the agreement, Aerial received an upfront payment of $125.0 million and SK received a milestone payment of $2.0 million. Aerial and SK are eligible to receive additional milestone payments up to an aggregate of $270.0 million based on development, regulatory and sales milestones and tiered royalties from high single digits to mid-teens based on potential future sales of JZP-110. In 2014, we entered into a definitive agreement to acquire rights to defibrotide in the United States and all other countries in the Americas from Sigma-Tau. Pursuant to the agreement, upon the closing of the transaction in 2014, we paid Sigma-Tau an upfront payment of $75.0 million. Sigma-Tau is also eligible to receive milestone payments of $25.0 million upon the acceptance for filing by the FDA of the first NDA for defibrotide for VOD and up to an additional $150.0 million based on the timing of potential FDA approval of defibrotide for VOD. Potential future milestone payments to other third parties under other agreements could be up to an aggregate of $286.0 million, of

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(2)	The interest rate was 3.25% at December 31, 2014, which we used to estimate interest owed on the term loans outstanding as of December 31, 2014 until the final maturity date in June 2018.

(3)	We used the fixed interest rate of 1.875% to estimate interest owed on the 2021 Notes as of December 31, 2014 until the final maturity date in August 2021.

(4)	Our revolving credit facility has a commitment fee payable on the undrawn amount ranging from 0.25% to 0.50% per annum based upon our secured leverage ratio. In the table above, we used a rate of 0.375% and assumed undrawn amounts of $425.0 million to estimate commitment fees owed.

(5)	Consists primarily of non-cancelable commitments to third party manufacturers.

(6)	Includes the minimum lease payments for our office buildings, manufacturing plant and automobile lease payments for our sales force.

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•	estimating the timing of and expected costs to complete the in-process projects;

•	projecting regulatory approvals;

•	estimating future cash flows from product sales resulting from completed products and in-process projects; and

•	developing appropriate discount rates and probability rates by project.

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Item 7A.	Quantitative and Qualitative Disclosures About Market Risk

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Item 8.	Financial Statements and Supplementary Data

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Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A.	Controls and Procedures

1.	Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

2.

Our management used the Committee of Sponsoring Organizations of the Treadway Commission Internal Control - Integrated Framework (2013), or the COSO framework, to evaluate the effectiveness of internal control over financial reporting. Management believes that the COSO framework is a suitable framework for its evaluation of financial reporting because it is free from bias, permits reasonably consistent qualitative and quantitative measurements of our internal control over financial reporting, is sufficiently complete so that those relevant factors that would alter a conclusion about the effectiveness of our internal control over financial reporting are not omitted and is relevant to an evaluation of internal control over financial reporting.

3.	Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2014 and has concluded that such internal control over financial reporting was effective. There were no material weaknesses in internal control over financial reporting identified by management.

4.	KPMG, our independent registered public accounting firm, has audited the consolidated financial statements of Jazz Pharmaceuticals plc as of and for the year ended December 31, 2014, included herein, and has issued an audit report on our internal control over financial reporting, which is included below.

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Item 9B.	Other Information

Item 10.	Directors, Executive Officers and Corporate Governance

Item 11.	Executive Compensation

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13.	Certain Relationships and Related Transactions, and Director Independence

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Item 14.	Principal Accountant Fees and Services

Item 15.	Exhibits and Financial Statement Schedules

1.	Index to Financial Statements:

2.	Financial Statement Schedules:

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+	Indicates management contract or compensatory plan.

†	Confidential treatment has been granted for portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.

*	The certifications attached as Exhibit 32.1 accompany this Annual Report on Form 10-K pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

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•	Growing sales of the existing products in our portfolio, including by identifying new growth opportunities;

•	Acquiring additional differentiated products that are on the market or product candidates that are in late-stage development; and

•	Pursuing focused development of a pipeline of post-discovery differentiated product candidates.

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(1)	The estimated fair value of trade receivables acquired was $13.9 million and the gross contractual amount was $14.9 million, of which we expect that $1.0 million will be uncollectible.

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•	An increase in amortization expense related to the fair value of acquired identifiable intangible assets of $2.7 million in 2014 and $48.9 million in 2013.

•	The exclusion of acquisition-related expenses of $43.0 million in 2014 and $4.8 million in 2013.

•	An increase in interest expense of $1.3 million in 2014 and $22.5 million in 2013, incurred on additional borrowings made to fund the Gentium Acquisition as if the borrowings had occurred on January 1, 2013.

•	The exclusion of other non-recurring expenses of $40.7 million in 2014 and the inclusion of $18.6 million in 2013 primarily related to Gentium transaction bonus costs, the fair value step-up to acquired inventory, costs of change in control obligations and share-based compensation incurred from the acceleration of stock option vesting upon the closing date of the Gentium Acquisition.

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(1)	In December 2014, we entered into a definitive agreement to sell certain products and related assets. See Note 18 for information regarding assets held for sale.

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(1)	Long-lived assets consist of property and equipment.

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(1)	Gross margin excludes amortization of acquired developed technology of $30.3 million, $31.7 million, $29.6 million and $31.0 million in the first, second, third and fourth quarters of 2014, respectively, and $19.5 million, $19.3 million, $19.5 million and $20.5 million in the first, second, third and fourth quarters of 2013, respectively.

•	Upfront and milestone payments of $127.0 million, $75.0 million and $0.6 million in the first, third and fourth quarters of 2014, respectively, and $4.0 million and $1.0 million in the first and third quarters of 2013, respectively.

•

Impairment charges of $32.8 million and $6.6 million in the second and fourth quarters of 2014, respectively, associated with certain products and related assets acquired as part of the EUSA Acquisition.  We report sales of these products under “Other” products.  The second quarter impairment charge resulted from the reorganization of our operations in Europe to focus on our hematology/oncology therapeutic area following the Gentium Acquisition. The fourth quarter impairment charge represented the adjustment made to reduce the carrying value of the assets held for sale to fair value less cost to sell;

•

Revenues of $13.5 million, $22.4 million, $21.1 million and $21.2 million in the first, second, third and fourth quarters of 2014, respectively, resulting from the Gentium Acquisition as measured from the date of acquisition of January 24, 2014. The portion of gross margin and net income associated with the acquired Gentium business was not separately identifiable due to the integration with our operations.

•	Acquisition accounting inventory value step-up adjustments of $8.0 million and $2.5 million in the first and second quarters of 2014, respectively, and $1.5 million, $1.1 million, $0.5 million and $0.7 million in the first, second, third and fourth quarters of 2013, respectively;

•	Transaction costs of $17.1 million, $4.4 million, $0.7 million and $5.2 million in the first, second, third and fourth quarters of 2014, respectively, and $0.4 million and $4.4 million in the second and fourth quarters of 2013, respectively;

•

The change in fair value of the contingent consideration payable of $4.5 million, $3.4 million, $5.0 million and $2.3 million in the first, second, third and fourth quarters of 2013, respectively, for an additional contingent payment of $50.0 million in cash that we agreed to make as part of the EUSA Acquisition if Erwinaze achieved U.S. net sales of $124.5 million or greater in 2013. In 2013, Erwinaze U.S. net sales were greater than $124.5 million and as a result, we made the payment of $50.0 million in the first quarter of 2014; and

•	A loss on extinguishment and modification of debt of $3.7 million in the second quarter of 2013.

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(1)	Shown as a reduction of accounts receivable. Charges related to sales discounts and chargebacks are reflected as a reduction of revenue.

(2)	Additions to the deferred tax asset valuation allowance relate to movements on certain U.S. state and other foreign deferred tax assets where we continue to maintain a valuation allowance until sufficient positive evidence exists to support reversal.

(3)	Other additions to the deferred income tax asset valuation allowance resulted from the Azur Merger and the EUSA Acquisition.

(4)	Deductions to the deferred tax asset valuation allowance include movements relating to utilization of NOLs and tax credit carryforwards, release in valuation allowance and other movements including adjustments following finalization of tax returns.

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+	Indicates management contract or compensatory plan.

†	Confidential treatment has been granted for portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.

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*	The certifications attached as Exhibit 32.1 accompany this Annual Report on Form 10-K pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

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Re:	Lease between The Board of Trustees of the Leland Stanford Junior University (Landlord), and _________________________ (Tenant), for premises located at ___________, Palo Alto, California

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A.	Shell Components

1.	Structure

a)	The foundation and structural frame and all metal work

b)

The foundation and structural framing are to be designed to support a live load of 100 psf reducible; exit facilities and stairways designed to support a live load of 100 psf non-reducible. Any structural upgrades required for vibration sensitive equipment shall be a Tenant Modification. The design shall include fireproofing pursuant to Code Requirements. The slab to underside of steel structure height within the Premises shall accommodate a minimum 10'-0" finished ceiling height throughout with a minimum interstitial space of 24" predominately, with exception for occasional rainwater leaders or other critical utilities.

c)

Stairs shall meet Code Requirements; exit stairs will be concrete filled metal pan stairs; steel to be prime painted only. Floor finishes on stairs shall be Tenant Improvement Work. The Building’s handrails and guardrails during construction will be temporary; permanent handrails are part of Core Components. Any lobby stair, if applicable, and associated handrails shall be Tenant Improvement Work unless such stair is required to meet Code Requirements. Stairs will be located to provide egress to meet Code Requirements for a typical Tenant Modification.

d)	The Building’s Shell will be constructed to be water-tight.

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a)	Base design intent includes inoperable windows. Windows shall include dual glazing, low-e emissive, and/or tinted glass as may be required to meet Title 24 requirements for the Building’s envelope. Glazing materials may include, but not be limited to, ceramic frit, spandrel glass, or translucent glass. A storefront entry shall be provided.

b)	The exterior doors and hardware shall be configured with exiting hardware pursuant to Code Requirements. Hardware modifications and/or upgrades to be compatible with Tenant’s security system shall be a Tenant Modification or Tenant Improvement Work. Exterior doors shall include one main entrance (storefront) from street and two secondary entrance/egress doors for the Building.

a)	The roof membrane system shall consist of either a TPO roofing system or a 4-ply built-up roof (cap sheet plus 3-ply) and insulation on metal deck over rolled steel members. Membrane system will be constructed equal to a 15-year bondable product. Landlord will provide a 15-year manufacturer’s warranty.

b)	The roof supporting structural steel shall be designed to allow for structural modifications included in Core Components.

a)	The fire and life safety shall be designed in accordance with Code Requirements. A remote fire alarm panel which will monitor PIV flow shall include panel, PIV flow switch and tamper switch. In addition, one manual pull station and one bell will be provided. All other alarm system modifications shall be Tenant Improvement Work, unless otherwise specified as a Core Component below.

b)	The Shell Components shall include an overhead fire sprinkler system throughout the Building’s interior (ordinary hazard, group 2: 0.2 gpm over 1,500 square feet). Upright heads and plugged tees shall be provided in a standard grid pattern. The system shall be designed to NFPA 13.

a)	Garage will be constructed as part of the Shell Components to meet Code Requirements.

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B.	Common Area Improvements

1)	All soft and hard landscaping and irrigation shall be designed to meet Code Requirements and shall include bike racks and bike lockers pursuant to Code Requirements. All site furnishings that are not required by Code Requirements or are not of a permanent nature shall be part of the Tenant Improvement Work.

2)	Monument and up-lighting shall be provided for the Tenant-provided sign. Sign shall be Tenant Improvement Work.

3)	One roofed trash enclosure shall be provided to service the Building, which will house required dumpsters and recycling bins.

4)	One transformer pad; space for future Tenant-provided generator (size approximately 500 kW) will be provided adjacent to the electrical transformer. Concrete pad for generator, other equipment, and any enclosure of said transformer, generators or equipment shall be included in the Tenant Improvement Work.

5)

Water, sewer, and gas shall be provided and sized for standard office loads. The domestic water shall be terminated within the Building at the inside face of the exterior wall. A sewer gut line and related venting shall be provided at a depth to accept remote fixtures and terminated at each restroom core location. The natural gas meter and piping for Core heating equipment will be provided and sized only for standard office building heating requirements. Additional piping connections or upsized distribution of natural gas piping shall be a Tenant Modification. Extensions to the utilities and additional piping, conduit, wire and equipment are part of the Tenant Improvement Work.

6)

Electrical service shall be provided typical of an office building in the Silicon Valley. Office building load shall be designed to accommodate 8.9 watts/sf, based on: 0.9 watts/sf for lighting; 3.0 watts/sf for general receptacles; 5.0 watts/sf for HVAC. A 1600A, 277/480V, 3PH electrical service consisting of underground pull section, City of Palo Alto Electrical metering provisions, 80% rated main breaker (maximum amperage 1280A), and Core/Shell/tenant improvement distribution provisions. In addition, house panels and transformers for the Shell will be included with circuits for site lighting, landscape lighting, and irrigation controllers. Service conduits shall

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7)	Two 4” conduits shall be provided from existing telecommunications vault to the electrical room MPOE.

8)	A storm drain system shall be provided in compliance with Code Requirements.

9)	Roof drainage, excluding canopies, shall be piped to storm drainage system. Overflow drainage shall be piped to face of wall or provided in overflow scuppers in compliance with Code Requirements and the design intent of the Building.

10)	Parking lot and garage lighting in compliance with Code Requirements with time clock and photocell. All fixtures that occur adjacent to property lines to have proper cut-off of light spillover.

11)	Exterior lighting will be provided along entry/egress to/from the Building. Additional lighting shall be a Tenant Modification.

12)	An asphaltic concrete parking lot will be provided in compliance with Code Requirements.

13)	Exterior handrails will be provided in compliance with Code Requirements.

14)	Landlord to provide the greater of (a) six (6) or (b) the minimum number required by Code Requirements double headed charging stations for vehicles all of which will be located in the garage if allowed by City of Palo Alto.

15)	Exterior hose bibs with quick disconnects shall be provided at a rate of one per perimeter building face plus two in the courtyard.

16)	Exterior convenience power duplex outlets shall be provided at a rate of one per perimeter building face plus two in the courtyard.

17)	At grade receiving area will be provided. Landlord will coordinate with Tenant to design either overhead door or a pair of hollow metal doors.

C.	Core Components

a)	The Building will include one passenger elevator adjacent to the main entry of the Building. The elevator shall be designed to Code Requirements and have a 3,500 pound load capacity. The elevator cab height shall be 9’-6”, and it shall be large

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b)	Stairways between floors shall be provided to meet Code Requirements for office occupancy. Stair enclosures will be provided for stairways between garage and 1st floor. Finish will be Level 4 sheetrock and prime painted. Floor finishes on the stairs and paint on the risers shall be Tenant Improvement Work. A 2 ½ inch standard painted steel piperail shall be included in the Core.

a)	Core HVAC system shall be provided typical of a sustainable office building in the Silicon Valley. Core HVAC installed capacity shall include tenant contributions to the cooling load based on: 0.7 watts/sf for lighting; 1.5 watts/sf for general receptacles; 200 sf/person occupancy density; 0.15 CFM/sf outdoor ventilation air.

b)

The Core shall include two (2) AC units (Trane, Carrier, McQuay, or equivalent) to serve the Building, total installed cooling capacity of approximately 200 tons. The current conceptual plan includes two (2) units, however, a third unit may be utilized to serve the lobby as a separate zone. The AC units will have variable air volume capability including variable speed supply air fans and supply air temperature control, 100% outside air capability with integrated air-side economizers and power exhaust, and building static pressure control capability. The units shall comply with Code Requirements.

c)	Heating for the Building shall be either rooftop packaged gas-fired blower furnaces, or rooftop packaged gas-fired boilers, and shall be sized to provide the heating indoor design temperature of 70°F on a 30°F design heating day with design ventilation air supply.

d)	All necessary components in rooftop AC units shall be internally isolated on engineered 2-inch deflection seismic isolation systems.

e)	The Core HVAC systems will be equipped with pre-installed, pre-wired, self-contained factory controls. The Tenant Improvement Work shall include all necessary hardware and software interface components to fully integrate the pre-installed unit controls with the Building’s management system that is included in the Tenant Improvement Work.

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f)

Exhaust and make-up air systems shall be provided for each restroom core to meet Code Requirements. Exhaust systems shall be comprised of rooftop exhaust fans, exhaust ductwork and ceiling-mounted exhaust grilles. Make-up air systems shall be comprised of ceiling-mounted make-up air grilles and make-up air duct from the grilles to the perimeter of the restroom core for future connection to tenant improvement HVAC work.

g)

All medium and low pressure distribution ductwork, variable air volume terminal units, hot water reheat piping (if applicable), air distribution devices, zone temperature controls, duct and piping insulation, fire and fire/smoke dampers, air and water balancing, and other mechanical devices and services as necessary to provide complete, operable HVAC systems shall be Tenant Improvement Work. The Core Components shall include necessary roof ductwork and piping from HVAC units to roof penetrations, which will be points of connection for Tenant distribution duct and piping.

h)	Modification to the Shell structural steel to support HVAC equipment is included as a Core Component. Incremental loads and upgrade to structure to carry those loads beyond normal code-required roof live load shall be a Tenant Modification.

i)	Plumbing services provided as part of the Core construction shall include natural gas and condensate drain piping as required for Base Building rooftop HVAC systems.

a)	One electrical service shall be provided as part of Common Area Improvements (see Section B.6 in this Attachment 1A).

b)	House panels and transformers shall be provided for the Core with feeders for (2) 30-hp elevators and two (2) HVAC units. In addition, power will be extended to two (2) heaters; power and lighting to stairwells and restroom cores. All other distribution wiring, panels, and breakers shall be considered Tenant Improvement Work.

c)	Electrical Room shall accommodate telephone service entrance as part of the Shell construction (see Section B.7 in this Attachment 1A). All other telephone closets, conduit, cabling, and equipment shall be considered Tenant Improvement Work.

d)	Power for passenger and freight elevators.

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a)	Plumbing will be designed to accommodate the Core fixtures. The plumbing system gut line will be designed to accept a Tenant fixture at remote locations.

b)

The Building’s plumbing shall include plumbing fixtures for all Core facilities. Domestic water service shall be roughed-in and completed to all necessary plumbing fixtures to meet Code Requirements. In addition to the Core facilities, the domestic water service shall have a capacity sufficient to add supplemental tenant facilities within office environment standard loads (e.g. coffee pantries and lunchrooms).

c)

The Core Components shall include men's rooms, women’s rooms, shower facilities (located on the first floor and separated by gender), and janitor's sinks to meet Code Requirements. The base finishes shall consist of ceramic tile on the wet walls, a ceramic tile floor (American Olean or equivalent), granite, engineered stone or comparable countertops and backsplash, and plastic laminate or painted metal toilet partitions. Tenant shall be allowed to review the proposed restroom and shower finishes and provide suggestions for any changes; Landlord will consider changes but maintain the final determination of finishes. Any upgraded finishes shall be a Tenant Modification. The Core Components shall include water and sanitary sewer service plumbing roughed-in and fully finished to Core facilities including fixtures, floor drains, and hose bibs as required.

d)	Exhaust air shall be provided for the toilet core as per Section 2.f above. Tenant to tie-in the Building’s HVAC system to the supply air grilles constructed with the Core.

e)	Lighting shall consist of recessed downlights or other similar quality lighting for toilet core with wiring provided to a junction box in an adjacent space for future connection to the Tenant Improvement Work.

f)	Convenience outlets shall be provided pursuant to Code Requirements with wiring provided to a junction box in an adjacent space for future connection to the Tenant Improvement Work.

g)	All Core elements shall be provided in taped, textured and painted finish (Level 4) at the Core side of the wall. Tenant side of the wall will be provided with Level 4 finish and prime painted.

h)	Water pressure will be provided to meet Code Requirements and to meet the pressure requirements of equipment in the building or on the roof that would be typical of a standard office.

a)	All code-required graphics and signs installed in the Shell and Core will be a standard purchased sign.

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b)	The Core area fire and life safety fire sprinkler system shall include dropped tees with semi-recessed heads. Adjustments to head locations triggered by Tenant’s interior design shall be Tenant Improvement Work. All other drops and heads for concealed spaces and interior improvements shall be Tenant Improvement Work.

c)	Roof screen and roof screen supports shall be a Core Component. Roof screens will be sized to accommodate base HVAC system. Additional roof screen required by tenant shall be a Tenant Modification and will need to be coordinated with the aesthetic design of the Building.

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1.	Additional Equipment. Landlord and Tenant acknowledge and agree that during the Term of this Lease, Tenant shall be permitted to access, install, replace, remove, operate and maintain the following equipment (the “Additional Equipment”) subject to the provisions of this Schedule 9.8:

2.

Design Considerations. The Additional Equipment shall be properly screened from view for aesthetic reasons, and must not be visible from street level. Tenant, at Tenant's sole cost and expense, shall install and maintain such fencing and other protective equipment and/or visual screening on or about the Additional Equipment as Landlord may reasonably determine. The Additional Equipment shall be clearly marked to show the name, address, telephone number of the person to contact in case of emergency.

3.

Approval of Plans. Prior to the commencement of any work in relation to the Additional Equipment, Tenant shall, at its sole cost and expense, prepare and deliver to Landlord construction drawings and specifications, detailing the location and size of the Additional Equipment and specifically describing the proposed construction and work. No such work shall commence until Landlord has given its written consent to the applicable location, construction or installation drawings, which consent shall not be unreasonably withheld or delayed. In no event shall Landlord’s consent be deemed a representation that the Additional Equipment will not cause interference with other systems in the Building or that the work shown on Tenant’s drawings complies with Applicable Laws.

4.

Disturbance of Existing Surfaces. Tenant shall in no event cut, drill, or bore through any structural components of the Building, and shall patch, fill and cover with approved materials to match surrounding surfaces wherever Tenant has cut, drilled or bored in the Building or Common Area with Landlord’s prior written consent. Landlord reserves the right to require that Tenant use construction contractors of Landlord’s choice whenever Tenant cuts, drills or bores into the Building’s or Common Area’s existing surfaces, all at Tenant’s sole cost and expense.

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5.

Manner of Construction. Tenant agrees that installation and construction of the Additional Equipment shall be performed in accordance by licensed contractors approved by Landlord and otherwise in accordance with Article 10 of this Lease. Tenant shall ensure that the Additional Equipment is secured firmly to the Building or Common Area, where applicable, and engineered to withstand reasonably anticipated winds, storms and earth movements, as applicable. Tenant shall, at its sole cost and expense, repair or refinish any surface of the Building or Common Area that is damaged by or during the installation of the Additional Equipment. If Tenant fails to repair or refinish any such damage within ten (10) Business Days following notice from Landlord (or three (3) Business Days if such failure impacts other tenants of the Property), Landlord may, in its sole discretion, repair or refinish such damage and Tenant shall reimburse Landlord for all costs and expenses incurred in such repair or refinishing.

6.

Permits and Licenses. Tenant shall obtain, at its sole cost and expense, prior to construction and work, all permits, licenses, approvals, zoning variances and the like, as necessary to install and operate the Additional Equipment, including but not limited to approvals from the Federal Communications Commission, Federal Aviation Administration, and state and local entities having jurisdiction (“Governmental Approvals”). Copies of all Governmental Approvals shall be delivered to Landlord prior to commencement of construction and work. The Additional Equipment and Tenant’s use, operation and maintenance thereof shall comply with all Applicable Laws (including OSHA requirements, applicable building and fire codes and any required conditional use permit). Landlord makes no representation that any such Laws permit such installation and operation, and Tenant shall be solely responsible to determine the feasibility and legality of installing the Additional Equipment.

7.

No Interference. Tenant shall not during construction or otherwise, in Landlord’s sole judgment, in any way obstruct access to any portion of the Property by Landlord or other tenants or licensees of Landlord or any other occupant of the Property. If such conditions shall occur, Tenant shall take corrective action as promptly as feasible, but in no event more than twenty-four (24) hours following notice by Landlord of such conditions. Tenant shall not use the Additional Equipment in any way which interferes with the use of the Property by Landlord, or other tenants or licensees of Landlord. Such interference shall be deemed a material breach by the Tenant under this Lease, and Tenant shall, within five (5) days of written notice from Landlord, be responsible for terminating said interference. In the event any such interference does not cease within five (5) days of Landlord's written notice, Tenant acknowledges that continuing interference may cause irreparable injury and Tenant shall immediately cease all operation of the applicable Additional Equipment.

8.	Changes. Tenant may only amend the drawings and specifications approved by Landlord, or modify the Additional Equipment as installed, with Landlord’s prior written consent, which consent shall not unreasonably be conditioned, withheld or delayed. Following Landlord’s consent to such amendments, all terms and conditions of this Schedule 9.8 shall apply.

9.

Utilities. Landlord shall have no responsibility and shall not be obligated to provide any utilities, including, but not limited to, electricity or other power for the operation of the Additional Equipment. If Landlord elects not to provide such utilities, Tenant shall procure utility services to be used in connection with the Additional Equipment with the appropriate local utility companies, which arrangements, other than the cost and expense, shall be subject to the prior written approval of Landlord which approval shall not unreasonably be conditioned, withheld or delayed. Tenant shall pay for the cost of all utility services in connection with the Additional

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10.

Insurance; Maintenance. Tenant shall be responsible for insuring the Additional Equipment pursuant to Article 14 of this Lease and Landlord shall have no responsibility therefor. Tenant shall be solely responsible for and shall pay all costs, expenses and taxes incurred in connection with the ownership, installation, operation, maintenance, use and removal of the Additional Equipment and the appurtenant equipment located in or on the Building, including all installation or “hook-up” costs. Tenant shall keep and maintain the Additional Equipment in good condition and repair, promptly making all necessary repairs and replacements, whether ordinary or extraordinary, in accordance with the applicable provisions of Section 9.3 of this Lease, and to the reasonable satisfaction of Landlord including, but not limited to, repairing any damage (and replacing any property so damaged) caused by Tenant or any of Tenant's Agents. Tenant's repair responsibilities shall include the requirement that Tenant keep in full force and effect, during the Term of the Lease, a contract for preventative maintenance meeting, at a minimum, the manufacturer's recommended standards of service. Tenant shall promptly repair any damage to the Building or the Property caused by Tenant or the use, operation, repair, maintenance, or alteration of the Additional Equipment.

11.

Health Hazard. If Landlord, in its reasonable judgment, believes that any Additional Equipment poses a human health or environmental hazard that cannot be remediated or has not been remediated within ten (10) days after Tenant has been notified thereof, then Tenant shall immediately cease all operation of such Additional Equipment. To the best of Tenant's knowledge, Tenant represents to Landlord that the use of the Additional Equipment will not pose a human health or environmental hazard.

12.	Books and Records. Tenant shall maintain all reports, inventory and other records, test results, permits and all other data and information required under Applicable Laws for the installation, use and operation of the Additional Equipment, and upon request of Landlord, shall provide a copy of all such reports, records, test results and other information without cost or expense to Landlord.

13.

Removal. Upon termination of the Lease by expiration of time or otherwise, Tenant, at its sole cost and expense, shall remove the Additional Equipment and shall restore the Property to its condition existing prior to the installation of the Additional Equipment, ordinary wear and tear excepted. Tenant shall further repair, at its sole cost and expense, any damage or destruction caused by the removal of the Additional Equipment. Restoration and repair required to be performed by Tenant shall be completed under the supervision of a representative of Landlord at such time and in such manner that is reasonably satisfactory to Landlord. Landlord, at Landlord’s option, exercised by written notice given to Tenant, shall have the right to perform any repairs, removal and restoration required hereunder at Tenant’s sole cost and expense and such expense shall be reimbursed to Landlord promptly upon demand by Landlord. Notwithstanding anything contained herein, Tenant shall not remove, and shall not be reimbursed for the cost of, any Additional Equipment which is affixed to, embedded in or permanently attached in or to the Building, including, but not limited to, cables and other wiring, unless Landlord directs otherwise.

14.	Limitation of Liability; Indemnity. Neither Landlord nor the Landlord Parties shall be liable or responsible to Tenant for (a) any loss or damage to the Additional Equipment (b) interference

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15.	No Assignment. Tenant may not assign, lease, rent, sublet or otherwise transfer any of its interest in the Additional Equipment except together with the remainder of all of the Premises in accordance with Article 15 of this Lease.

16.	Termination of Lease. If this Lease terminates or expires for any reason, Tenant's rights with respect to the Additional Equipment shall also terminate concurrently therewith unless otherwise agreed in writing by Landlord in its sole and absolute discretion.

17.	Provisions Applicable to Generator Equipment:

a.

The Generator Equipment shall not cause excessive noise or unreasonably disturb other occupants of the Property and, in the event the Generator Equipment is unreasonably noisy or unreasonably disturbs other occupants of the Property, then such noise and/or disturbance shall be deemed an interference with Landlord’s use of the Property that must be eliminated within five (5) days after written notice from Landlord, as provided above.

b.	If requested by Landlord, Tenant shall obtain for the benefit of Landlord a separate policy of environmental insurance to provide coverage against any and all damage to property or injury or death to persons as a result of the Generator Equipment, and Tenant shall provide written evidence of such coverage within ten (10) days after request by Landlord.

18.	Provisions Applicable to Rooftop Equipment:

a.	The Rooftop Equipment shall be used and operated solely by Tenant.

b.

The Antenna may not protrude above a height equal to the highest point of the Building structure. The weight of the Rooftop Equipment shall not exceed the load limits of the Building. Use of a non-penetrating load frame mount with ballast will ordinarily be used for any Rooftop Equipment, although a penetrating mount may be approved by Landlord on a case-by-case basis. Tenant shall use only non-rusting hardware with respect to the installation of the Rooftop Equipment, such as stainless steel or hot-dipped galvanized bolts, nuts, washers and clamps.

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c.	Tenant, at Tenant's sole cost and expense, shall be responsible for any modifications to the rooftop, risers, utility areas or other facilities or portions of the Building which may be necessary to accommodate the Rooftop Equipment.

d.	It is expressly understood that Landlord retains the right to use the roof of the Building for any purpose whatsoever (including granting rights to third parties to utilize any portion of the roof not utilized by Tenant).

e.

Tenant covenants and agrees that the Rooftop Equipment (i) shall not cause or create any unreasonable interference with the operation or use by any occupant of the Property whatsoever, of other transmitting and receiving devices, antennae, televisions, radios and stereo equipment in place as of the date of installation of the Rooftop Equipment, (ii) shall comply with all non-interference rules of the Federal Communications Commission ("FCC") and (iii) shall not preclude the installation and operation by other tenants of the Property of similar equipment on their buildings or create any interference with the operation, access to, or the servicing of, the Building’s HVAC equipment. If in the future equipment is installed at the Property which interferes with the operation of the Rooftop Equipment, Tenant agrees to reasonably cooperate with such other user to resolve such interference in a mutually acceptable manner, subject to and in accordance with the rules of the FCC. If any testing, sampling or disclosures relating to the Rooftop Equipment are required to satisfy OSHA or other governmental agencies (including for radio frequency [RF] or electromagnetic field [EMF] emissions), Tenant shall pay the costs of any such required tests and studies (or its prorata share thereof if the cost is properly shared by other rooftop users). Landlord shall have no liability or responsibility for the maintenance or compliance with laws of any towers, antennas or structures, including, without limitation, compliance with Part 17 of the FCC Rules.

f.	Tenant shall promptly pay all taxes and license fees imposed by any federal, state or local governmental agency or authority in connection with the installation, operation and maintenance of the Rooftop Equipment.

g.

Tenant understands and agrees that the structural integrity of the load bearing capability of the roof of the Building, the moisture resistance of the Building membrane, and the ability of Landlord to use all parts of the Property are of critical importance to Landlord. Tenant, therefore, agrees that the specifications and drawings that it will provide shall be of sufficient specificity to ensure that these concerns are addressed, and Tenant further agrees and commits that the actual installation of the Rooftop Equipment shall be in accordance with those approved specifications and drawings. Tenant warrants that the installation of the Rooftop Equipment shall not impair, adversely affect, or void any roofing warranty benefiting the Building. No manner of construction will be approved if it has the effect of impairing the Building’s existing roof warranty.

h.

Tenant shall secure the approval of Landlord’s fire insurance underwriter prior to installation of any Rooftop Equipment, shall provide copies of the same to Landlord and shall comply with all requirements issued by said fire insurance underwriter. Landlord shall cooperate with Tenant in attempting to obtain the approval of Landlord's fire insurance underwriter and shall submit such documentation to the underwriter as Tenant

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i.

Landlord agrees that Tenant’s authorized representatives and contractors shall have reasonable access to the rooftop of the Building for the purposes of installing, maintaining, operating and repairing the Rooftop Equipment. Only authorized engineers, employees or properly authorized contractors, subcontractors, and agents of Tenant, other authorized regulatory inspectors, or persons under their direct supervision and control will be permitted to enter the Building, and only upon conditions set forth herein. In exercising its right of access to the roof, Tenant agrees to cooperate and comply with any reasonable security procedures, access requirements and rules and regulations utilized by Landlord for the Building and further agrees not to unduly disturb or interfere with the business or other activities of Landlord or of other tenants or occupants of the Property.

j.

Except in the event of an emergency, Tenant shall give at least twenty-four (24) hours’ notice to Landlord of its intent to enter the rooftop of the Building. At the time that such notice is given, Tenant shall inform Landlord of the identity of contractors who will be accessing the rooftop, the reasons for entry, and the expected duration of the work to be performed. In the event of an emergency, Tenant shall give to Landlord as much advance notice as reasonably possible of its intent to enter the rooftop and, within twenty-four (24) hours following such entry, shall provide to Landlord a written report detailing the nature of such emergency, the corrective actions taken, and other such information as may reasonably be requested by Landlord.

k.

Landlord shall have the right, at its option and from time to time, upon not less than thirty (30) days prior notice to Tenant, to relocate the Rooftop Equipment to another location in the Building adequate to afford equivalent service to Tenant. Landlord shall pay the costs of relocation reasonably incurred by Tenant in connection with such substituted location, subject to adequate substantiation of such costs.

l.

Landlord shall have the right to terminate Tenant’s rights with respect to the Rooftop Equipment and the Rooftop Equipment Area upon three (3) months prior written notice in the event Landlord determines that (i) Tenant's use unreasonably interferes with an essential Building system or function, which interference cannot be remedied; or (ii) the operation of the Rooftop Equipment unreasonably interferes with the equipment or operations of any of the existing tenants, licensees, or occupants of the Property with prior rights to use rooftop equipment. In connection with such termination, no amounts will be refunded or otherwise paid to Tenant and Tenant shall remain responsible for removing Tenant's Rooftop Equipment and restoring the Building in accordance with the terms hereof.

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•	List of reports for 3170 Porter Drive, dated from January 1988 through January 2014.

•	Remedial Investigation Report for 3170 Porter Drive dated May 1992

•	Addendum to Volume I of the Remedial Investigation Report dated July 1993

•	Feasibility Study, 3170 Porter Drive dated August 1992

•	Final Remedial Action Plan dated March 1994

•	Baseline Public Health and Environmental Evaluation for 3170 Porter Drive dated November 1992

•	Revised Public Health and Environmental Evaluation of Matadero Creek dated March 31, 1993

•	November 2010 Groundwater Monitoring Report and 2010 Five Year Review Report

•	May 2013 Combined Semi-Annual Status and Monitoring Report

•	Groundwater Monitoring Report and 2013 Annual Performance Evaluation Report, November 2013

•	Semi Annual Groundwater Monitoring Report and Project Status Report June 2013

•	November 2013 Groundwater Annual Report and 2013 Annual Performance Evaluation Report January 2014

•	No 1, dated January 26, 1994 for the LMSSC site located at 3170 Porter Drive

1.	Between the Board of Trustees and the Leland Stanford Junior University and LMSSC, dated December 14, 1992, for the following sites, 3170 Porter Drive, 3172-3174 Porter Drive, 3176 Porter Drive and 3277 Miranda Avenue (includes amendments).

2.	First Amendment between Stanford University and LMSSC, dated March 28, 1994.

3.	Environmental Access Agreements for Additional Activities between Stanford and Lockheed: April 2, 1993; July 14, 1994; August 1, 1994; November 11, 1994 and September 28, 1995.

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•	List of reports for HVP, dated from October 1987 through September 15, 2014

•	Remedial Investigation for HVP, by Brown and Caldwell, dated May 1994.

•	Feasibility Study for HVP, by Brown and Caldwell, dated February 1994.

•	November 2008 Groundwater Monitoring Report and 2008 Annual Performance Evaluation Report

•	2012 Consolidated Report for Hillview-Porter Region June 28, 2013

•	May 2013 Combined Semi-Annual Status and Monitoring Report

•	Semi Annual Groundwater Monitoring Report and Project Status (HVP/3170 Porter Drive) June 24, 2013

•	Semi Annual Groundwater Monitoring Report (Dec 2012 – May 2013) dated June 28, 2014

•	Combined Semi-Annual Status and Monitoring Report (Dec 2012 – May 2013) dated July 2013

•	2013 Consolidated Annual Report for Hillview-Porter dated September 15, 2014

•	No 19, dated April 2001 for the Hillview Porter Regional Program

•	Lockheed’s Facility Closure Report for hazardous materials and radiologic decommissioning

•	DTSC’s letter regarding redevelopment dated October 7, 2014.

•	Haley & Aldrich Technical Memo for redevelopment dated September 15, 2014

•	Groundwater Treatment System As-builts

1.	The reference to clause 1.6 in clauses 4.1, 4.4 and 4.5 shall be deleted and replaced with a reference to clause 1.5.

2.	Clauses 5.1 and 5.2 shall be deleted in their entirety and shall be replaced with the following wording: "Employee shall be eligible for certain Severance Benefits, the terms of which are set out at Schedule 3 of this Agreement".

3.	A new Schedule 3 shall be incorporated into your Employment Agreement the terms of which are set out as an annexure to this letter.

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1.	Covered Termination: The Executive will be eligible for the Severance Benefits in the event of a Covered Termination which is effective on or within twelve (12) months following a Change in Control, subject to the requirements set forth in this Schedule.

2.	Severance Benefits: The Severance Benefits will consist of cash severance payment and payments for continued health care insurance coverage, as follows:

a.

Cash Severance Benefits: A lump sum cash severance payment will be paid to the Executive in an amount equal to the sum of the following three components (the “Severance Payment”): (1) Executive’s annual basic salary in effect as of the effective date of the Executive’s Covered Termination (without giving effect to any reduction in base salary that would constitute grounds for Constructive Termination) (the “Severance Base”) multiplied by 150%; (2) the product of the Severance Base multiplied by the Bonus Percentage (defined below) multiplied by 150%; and (3) the product of the Severance Base multiplied by the Bonus Percentage multiplied by the Bonus Multiplier (defined below). Notwithstanding the foregoing, to the extent applicable, the Severance Payment shall be reduced by any amounts paid to Executive (i) during any period of garden leave immediately preceding the Covered Termination, (ii) qualifying as pay-in-lieu of notice, or (iii) any other severance benefits whether contractual or statutory (including but not limited to any statutory redundancy pay) or other similar benefits payable to the Executive in connection with the Executive’s termination of employment.

(1)	£100,000 x 150% (1.5) = £150,000

(2)	£100.000 x bonus percentage (.4) x 150% (1.5) = £60,000

(3)	£100,000 x bonus percentage (.4) x 6/12 = £20,000

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b.

Health Continuation Coverage Benefits: To the extent that Executive elects continued private health insurance coverage following the Covered Termination at a level equivalent to the private health insurance coverage available to Executive during his employment, the Employer shall pay the applicable premiums (inclusive of premiums for the Executive’s participating dependents, if any) for such plan coverage for a period of eighteen (18) months following the date of the Covered Termination (or such earlier date if the Executive dies, if Executive and/or his dependents are no longer eligible for coverage, or if Executive obtains new employment which includes eligibility for health plan coverage). The provision of these benefits is subject to health insurance coverage being obtained on normal terms and subject to medical and other underwriting requirements and other terms and conditions. The Executive shall be required to notify the Employer immediately if the Executive becomes covered by a health insurance plan of a subsequent employer or if the Executive or his participating dependents otherwise cease to be eligible for coverage during the period provided above. Upon the conclusion of such period of insurance premium payments made by the Employer, the Executive will be responsible for the entire payment of premiums.

3.	Certain Definitions:

a.	“Affiliate” means any “parent” or “subsidiary” of Employer as such terms are defined in Rule 405 of the United States Securities Act of 1933, as amended.

b.

“Bonus Percentage” means the greater of (i) any annual bonus, expressed as a percentage of annual base salary paid in the year of determination, paid to the Executive by the Company or an Affiliate in respect of either of the last two calendar years prior to the date of a Covered Termination or (ii) the Executive’s target bonus, expressed as a percentage of annual base salary, for the calendar year in which the Covered Termination occurs.

c.	“Bonus Multiplier” means the quotient obtained by dividing the number of full months that the Executive is employed by the Company or an Affiliate in the year of a Covered Termination by twelve (12).

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d.	“Change in Control” means “Change in Control” as defined in the Jazz Pharmaceuticals plc Amended and Restated Executive Change in Control and Severance Benefit Plan.

e.	“Cause” means the occurrence of any one or more of the following:

(i)	the Executive’s unauthorised use or disclosure of the confidential information or trade secrets of the Employer or its Affiliates which use or disclosure causes material harm to the Employer or an Affiliate;

(ii)	the Executive’s material breach of any agreement between the Executive and the Employer or an Affiliate which remains uncured for ten (10) days after receiving written notification of the breach from the Employer;

(iii)	the Executive’s material failure to comply with the written policies or rules of the Employer or an Affiliate which remains uncured for ten (10) days after receiving written notification of the breach from the Employer;

(iv)	the Executive’s conviction of, or plea of “guilty” or “no contest” to, any crime involving fraud, dishonesty, or moral turpitude under the laws of any United States, England and Wales, Federal, state, local, or foreign governmental authority;

(v)	the Executive’s gross misconduct;

(vi)	the Executive’s continuing failure to perform assigned duties after receiving written notification of the failure from the Employer;

(vii)	the Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Employer, its Affiliates, directors, officers, or employees, if the Employer has requested the Executive’s cooperation; or

(viii)	any action of Executive warranting summary dismissal or termination without prior notice under Executive’s employment agreement with the Employer as in effect on the Covered Termination (as applicable, the “Employment Agreement”) or under applicable employment laws.

f.

“Constructive Termination” means a resignation of employment by Executive after an action or event which constitutes Good Reason is undertaken by Employer or an Affiliate, or otherwise occurs, provided such action or event is not agreed to by Executive in writing; provided, however, that in order for Executive’s resignation to constitute a Constructive Termination, Executive must (i) provide written notice to Employer’s General Counsel within thirty (30) days after the first occurrence of the event giving rise to Good Reason setting forth the basis for such resignation, (ii) allow Employer at least thirty (30) days from receipt of such written notice to cure such event, and (iii) if such event is not reasonably cured within such period, resign from all positions Executive then holds with Employer and any Affiliate effective not later than ninety (90) days after the expiration of the cure period.

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g.	“Covered Termination” means either (i) an Involuntary Termination Without Cause, or (ii) a Constructive Termination. Termination of employment of Executive due to death or disability shall not constitute a Covered Termination unless a resignation of employment by Executive immediately prior to Executive’s death or disability would have qualified as a Constructive Termination.

h.	“Executive” means Iain McGill (referenced as the “Employee” in the Employment Agreement).

i.	“Good Reason” means the occurrence of any one or more of the following actions or events without Executive’s written consent:

i.	a reduction in Executive’s base salary by more than ten percent (10%) (other than a reduction in conjunction with (x) a Company-wide salary reduction, or (y) a salary reduction involving senior management of Employer which results in salary reductions for employees similarly-situated to Executive);

ii.	a relocation of Executive’s place of employment that increases Executive’s one-way commute by more than thirty-five (35) miles;

iii.

a substantial reduction in Executive’s duties or responsibilities (and not simply a change in reporting relationships) in effect immediately prior to the effective date of the Change in Control; provided, however, that it shall not constitute “Good Reason” if, following the effective date of the Change in Control, either (x) Employer is retained as a separate legal entity or business unit and Executive holds the same position in such legal entity or business unit as Executive held before such effective date, (y) Executive holds a position with duties and responsibilities comparable (although not necessarily identical, in view of the relative sizes of Employer and the entity involved in the Change in Control) to the duties and responsibilities of Executive prior to the effective date of the Change in Control; or

iv.	a reduction in the Executive’s title.

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j.	“Involuntary Termination Without Cause” means a termination by the Employer of the Executive’s employment relationship with the Employer or an Affiliate for any reason other than for Cause and other than as a result of death or disability.

4.	Additional Terms for Severance Benefits: The following additional terms shall apply:

a.

Release: In order to be eligible to receive, and prior to receipt of, any of the Severance Benefits, the Executive must execute a general waiver and release and return such release to Employer within the time period specified therein, but in no event more than forty-five (45) days following the date of the Covered Termination, and such release must become effective in accordance with its terms but in all cases not later than the sixtieth (60th) day following the Covered Termination. No release shall require the Executive to forego any unpaid salary, any accrued but unpaid vacation pay, or any vested or earned benefits payable pursuant to the Executive’s Employment Agreement or by law. The Employer, in its sole discretion, may modify the form of the required release to comply with applicable law and shall determine the form of the required release.

b.

Mitigation: The Executive shall not be required to mitigate damages as a condition of the Severance Benefits by seeking other employment or otherwise. Similarly, no amount of the Severance Benefits shall be reduced by any compensation earned by the Executive as a result of employment by another employer or any retirement benefits received by such Executive after the date of the Executive’s termination of employment with the Employer, except for Severance Benefits relating to payments for health continuation coverage provided above.

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c.

Tax Withholding, Contributions: All payments under this Schedule will be subject to all applicable deductions and withholding of the Employer, including, without limitation, all obligations to withhold or make deductions for federal, state and local income and employment taxes, as well as national contributions and any other required deductions or withholdings which are required pursuant to the terms of the Executive's employment or by law, or which are provided for in the Executive's Employment Agreement and/or this Schedule (including for the avoidance of doubt deductions for income tax and national insurance contributions required under English law).

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1.	Covered Termination: The Executive will be eligible for the Severance Benefits in the event of a Covered Termination which is effective on or within twelve (12) months following a Change in Control, subject to the requirements set forth in this Schedule.

2.	Severance Benefits: The Severance Benefits will consist of cash severance payment and payments for continued health care insurance coverage, as follows:

a.

Cash Severance Benefits: A lump sum cash severance payment will be paid to the Executive in an amount equal to the sum of the following three components (the “Severance Payment”): (1) Executive’s annual basic salary in effect as of the effective date of the Executive’s Covered Termination (without giving effect to any reduction in base salary that would constitute grounds for Constructive Termination) (the “Severance Base”) multiplied by 150%; (2) the product of the Severance Base multiplied by the Bonus Percentage (defined below) multiplied by 150%; and (3) the product of the Severance Base multiplied by the Bonus Percentage multiplied by the Bonus Multiplier (defined below). Notwithstanding the foregoing, to the extent applicable, the Severance Payment shall be reduced by any amounts paid to Executive (i) during any period of garden leave immediately preceding the Covered Termination, (ii) qualifying as pay-in-lieu of notice, or (iii) any other severance benefits whether contractual or statutory (including but not limited to any statutory redundancy pay) or other similar benefits payable to the Executive in connection with the Executive’s termination of employment.

b.

Health Continuation Coverage Benefits: To the extent that Executive elects continued private health insurance coverage following the Covered Termination at a level equivalent to the private health insurance coverage available to Executive during his employment, the Employer shall pay the applicable premiums (inclusive of premiums for the Executive’s participating dependents, if any) for such plan coverage for a period of eighteen (18) months following the date of the Covered Termination (or such earlier date if the Executive dies, if

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3.	Certain Definitions:

a.	“Affiliate” means any “parent” or “subsidiary” of Employer as such terms are defined in Rule 405 of the United States Securities Act of 1933, as amended.

b.

“Bonus Percentage” means the greater of (i) any annual bonus, expressed as a percentage of annual base salary paid in the year of determination, paid to the Executive by the Company or an Affiliate in respect of either of the last two calendar years prior to the date of a Covered Termination or (ii) the Executive’s target bonus, expressed as a percentage of annual base salary, for the calendar year in which the Covered Termination occurs.

c.	“Bonus Multiplier” means the quotient obtained by dividing the number of full months that the Executive is employed by the Company or an Affiliate in the year of a Covered Termination by twelve (12).

d.	“Change in Control” means “Change in Control” as defined in the Jazz Pharmaceuticals plc Amended and Restated Executive Change in Control and Severance Benefit Plan.

e.	“Cause” means the occurrence of any one or more of the following:

(i)	the Executive’s unauthorised use or disclosure of the confidential information or trade secrets of the Employer or its Affiliates which use or disclosure causes material harm to the Employer or an Affiliate;

(ii)	the Executive’s material breach of any agreement between the Executive and the Employer or an Affiliate which remains uncured for ten (10) days after receiving written notification of the breach from the Employer;

(iii)	the Executive’s material failure to comply with the written policies or rules of the Employer or an Affiliate which remains uncured for ten (10) days after receiving written notification of the breach from the Employer;

(iv)	the Executive’s conviction of, or plea of “guilty” or “no contest” to, any crime involving fraud, dishonesty, or moral turpitude under the laws of any United States or Irish Federal, state, local, or foreign governmental authority;

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(v)	the Executive’s gross misconduct;

(vi)	the Executive’s continuing failure to perform assigned duties after receiving written notification of the failure from the Employer;

(vii)	the Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Employer, its Affiliates, directors, officers, or employees, if the Employer has requested the Executive’s cooperation; or

(viii)	any action of Executive warranting summary dismissal or termination without prior notice under Executive’s Terms and Conditions of Employment dated 10 June 2014 or such other employment agreement with the Employer as in effect on the Covered Termination (as applicable, the “Employment Agreement”) or under applicable employment laws.

f.

“Constructive Termination” means a resignation of employment by Executive after an action or event which constitutes Good Reason is undertaken by Employer or an Affiliate, or otherwise occurs, provided such action or event is not agreed to by Executive in writing; provided, however, that in order for Executive’s resignation to constitute a Constructive Termination, Executive must (i) provide written notice to Employer’s General Counsel within thirty (30) days after the first occurrence of the event giving rise to Good Reason setting forth the basis for such resignation, (ii) allow Employer at least thirty (30) days from receipt of such written notice to cure such event, and (iii) if such event is not reasonably cured within such period, resign from all positions Executive then holds with Employer and any Affiliate effective not later than ninety (90) days after the expiration of the cure period.

g.	“Covered Termination” means either (i) an Involuntary Termination Without Cause, or (ii) a Constructive Termination. Termination of employment of Executive due to death or disability shall not constitute a Covered Termination unless a resignation of employment by Executive immediately prior to Executive’s death or disability would have qualified as a Constructive Termination.

h.	“Executive” means Paul Treacy.

i.	“Good Reason” means the occurrence of any one or more of the following actions or events without Executive’s written consent:

i.	a reduction in Executive’s base salary by more than ten percent (10%) (other than a reduction in conjunction with (x) a Company-wide salary reduction, or (y) a salary reduction involving senior management of Employer which results in salary reductions for employees similarly-situated to Executive);

ii.	a relocation of Executive’s place of employment that increases Executive’s one-way commute by more than thirty-five (35) miles;

iii.	a substantial reduction in Executive’s duties or responsibilities (and not simply a change in reporting relationships) in effect immediately prior to

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iv.	a reduction in the Executive’s title.

j.	“Involuntary Termination Without Cause” means a termination by the Employer of the Executive’s employment relationship with the Employer or an Affiliate for any reason other than for Cause and other than as a result of death or disability.

4.	Additional Terms for Severance Benefits: The following additional terms shall apply:

a.

Release: In order to be eligible to receive, and prior to receipt of, any of the Severance Benefits, the Executive must execute a general waiver and release and return such release to Employer within the time period specified therein, but in no event more than forty-five (45) days following the date of the Covered Termination, and such release must become effective in accordance with its terms but in all cases not later than the sixtieth (60th) day following the Covered Termination. No release shall require the Executive to forego any unpaid salary, any accrued but unpaid vacation pay, or any vested or earned benefits payable pursuant to the Executive’s Employment Agreement or by law. The Employer, in its sole discretion, may modify the form of the required release to comply with applicable law and shall determine the form of the required release.

b.

Mitigation: The Executive shall not be required to mitigate damages as a condition of the Severance Benefits by seeking other employment or otherwise. Similarly, no amount of the Severance Benefits shall be reduced by any compensation earned by the Executive as a result of employment by another employer or any retirement benefits received by such Executive after the date of the Executive’s termination of employment with the Employer, except for Severance Benefits relating to payments for health continuation coverage provided above.

c.	Tax Withholding, Contributions: All payments under this Schedule will be subject to all applicable deductions and withholdings of tax, PRSI, Universal Social Charge, and any other deductions which are required pursuant to the terms of the Executive's employment or by law, or which are provided for in the Executive's Employment Agreement and/or this Schedule.

1.	I have reviewed this Annual Report on Form 10-K of Jazz Pharmaceuticals Public Limited Company;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

1.	I have reviewed this Annual Report on Form 10-K of Jazz Pharmaceuticals Public Limited Company;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

1.	The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, to which this Certification is attached as Exhibit 32.1 (the “Periodic Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, and

2.	The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

(1)

This certification accompanies the Annual Report on Form 10-K to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Jazz Pharmaceuticals Public Limited Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing. A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Jazz Pharmaceuticals Public Limited Company and will be retained by Jazz Pharmaceuticals Public Limited Company and furnished to the Securities and Exchange Commission or its staff upon request.