As filed with the Securities and Exchange Commission on February 28, 2017

Registration No. 333-

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

JAZZ PHARMACEUTICALS PUBLIC LIMITED

COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

Ireland		98-1032470
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Fourth Floor, Connaught House, One Burlington Road Dublin 4, Ireland

011-353-1-634-7800

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Jazz Pharmaceuticals plc 2011 Equity Incentive Plan

(Full title of the plan)

 

 

Bruce C. Cozadd

Chairman and Chief Executive Officer

Jazz Pharmaceuticals plc

c/o Jazz Pharmaceuticals, Inc.

3180 Porter Drive Palo Alto, CA 94304 (650) 496-3777

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copy to:

Chadwick L. Mills, Cooley LLP

101 California Street, 5th Floor

San Francisco, CA 94111-5800

(415) 693-2000

 

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐  (Do not check if a smaller reporting company)		Smaller reporting company		☐

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities to be Registered		Amount to be Registered(1)		Proposed Maximum Offering Price Per Share(3)		Proposed Maximum Aggregate Offering Price(3)		Amount of Registration Fee
Ordinary shares, nominal value $0.0001 per share – 2011 Equity Incentive Plan		2,692,247(2)		$135.14		$363,830,259.58		$42,167.93

(1)

Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional ordinary shares of the Registrant, nominal value $0.0001 per share (“Ordinary Shares”), that become issuable under the plan set forth herein by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of outstanding Ordinary Shares.

(2)

Represents Ordinary Shares reserved as of January 1, 2017 for issuance under the Registrant’s Amended and Restated 2011 Equity Incentive Plan (the “2011 Equity Incentive Plan”). Ordinary Shares issuable under the 2011 Equity Incentive Plan were previously registered on registration statements on Form S-8 filed by the Registrant with the U.S. Securities and Exchange Commission (the “Commission”) on January 18, 2012 (File No. 333-179075), February 27, 2013 (File No. 333-186886), February 26, 2014 (File No. 333-194131), February 24, 2015 (File No. 333-202269) and February 26, 2016 (File No. 333-209767).

(3)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) promulgated under the Securities Act. The offering price per share and the aggregate offering price are based upon the average of the high and low prices of the Ordinary Shares as reported on The NASDAQ Global Select Market on February 22, 2017.

 

 

 

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EXPLANATORY NOTE

This Registration Statement on Form S-8 (the “Registration Statement”) is being filed by Jazz Pharmaceuticals plc (the “Registrant”) for the purpose of registering an additional 2,692,247 ordinary shares of the Registrant, nominal value $0.0001 per share (“Ordinary Shares”), to be issued pursuant to the Registrant’s Amended and Restated 2011 Equity Incentive Plan pursuant to an annual increase provision in that plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the U.S. Securities and Exchange Commission (the “Commission”) are incorporated by reference into this Registration Statement:

 

•

The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the Commission on February 28, 2017;

 

•

The Registrant’s Current Report on Form 8-K, filed with the Commission on January 18, 2017; and

 

•

The Registrant’s Current Report on Form 8-K filed with the Commission on January 18, 2012 (which evidences the registration of the Registrant’s ordinary shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and includes therein a description of the Registrant’s ordinary shares).

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, other than specific sections of such documents as set forth therein, Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all of the Registrant’s ordinary shares offered have been sold or which deregisters all of such ordinary shares then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents.

For purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Pursuant to the Registrant’s memorandum and articles of association, as amended, subject to the provisions of, and so far as may be permitted by the Irish Companies Act 2014, any director or secretary of the Registrant may be indemnified by the Registrant against all costs, charges, losses, expenses and liabilities incurred by him or her in the execution and discharge of his or her duties or in relation thereto, including any liability incurred by him or her in defending civil or criminal proceedings which relate to anything done or omitted or alleged to have been done or omitted by him or her as a director, secretary, executive or employee of the Registrant and in which judgment is given in his or her favor (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part) or in which he or she is acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted to him or her by the court. Pursuant to the Registrant’s memorandum and articles of association, as amended, subject to the provisions of, and so far as may be permitted by the Irish Companies Act 2014, the Registrant shall indemnify any current or former executive officer of the Registrant (excluding any directors or secretary) against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Registrant, to which she or he was, is, or is threatened to be made a party by reason of the fact that she or he is or was such an executive, provided that the indemnity shall not extend to any matter which would render it void pursuant to the Irish Companies Act 2014. Under the Registrant’s memorandum and articles of association, as amended, the Registrant’s current or former executive officers, however, will not be entitled to indemnification by the Registrant if they have been adjudged to be liable for their own fraud or dishonesty in the performance of duties to the Registrant.

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The Registrant has entered into indemnity agreements with each of its directors, its secretary and persons designated as executive officers that require it to indemnify such persons against any and all expenses (including attorneys’ fees), witness fees, judgments, fines, penalties, settlements and other amounts incurred (including expenses of a derivative action) in connection with any action, suit or proceeding or alternative dispute resolution mechanism, inquiry, hearing or investigation, whether threatened, pending or completed and whether conducted by the Registrant or any other party, to which any such person may be made a party by reason of the fact that such person is or was a director, officer, employee, consultant, agent or fiduciary of the Registrant or any of its subsidiaries or other affiliated enterprises, provided that such person’s conduct did not constitute a breach of his or her duty of loyalty or other fiduciary duty to the Registrant or its shareholders, and was not an act or omission not in good faith or which involved intentional misconduct or a knowing violation of laws. The indemnity agreements also set forth certain procedures that will apply in the event of a claim for indemnification thereunder. The indemnity agreements with certain of the Registrant’s directors further provide that, with respect to a director that is serving on the Registrant’s board of directors at the direction of a venture or other investment fund or entity, with respect to such indemnitee’s service as a director, officer, employee, agent and/or fiduciary of the Registrant, the Registrant’s obligations under the indemnity agreement are the primary source of indemnification and advancement, the Registrant is required to make all expense advances, and the Registrant is liable for all of such indemnitee’s expenses, to the extent required by the indemnity agreement and the Registrant’s memorandum and articles of association, without regard to any rights the indemnitee may have against the applicable venture or other investment fund or entity, and the Registrant irrevocably waives, relinquishes and releases any and all claims against the applicable venture or other investment fund or entity for contribution, subrogation or any other recovery of any kind in connection with the Registrant’s obligations under the indemnity agreement.

The Registrant maintains directors’ and officers’ liability insurance. The policy insures the Registrant’s directors, secretary and executives against unindemnified losses arising from certain wrongful acts in their capacities as directors, secretary and executives, and reimburses the Registrant for those losses for which the Registrant has lawfully indemnified the directors, secretary and executives. The policy contains various exclusions, none of which will apply to any offerings pursuant to this registration statement.

The Registrant is a party to various investor rights and registration rights agreements that provide for cross-indemnification in connection with registration of the Registrant’s ordinary shares on behalf of parties to such agreements, including selling shareholders that may be named in one or more supplements to the prospectus included in any such registration statement.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

 

Exhibit Number		Description of Document
3.1		Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated herein by reference to Exhibit 3.1 in the Registrant’s Quarterly Report on Form 10-Q (File No. 001-33500), as filed with the Commission on August 9, 2016).
4.1		Reference is made to Exhibit 3.1.
4.2		Indenture, dated as of August 13, 2014, by and among Jazz Pharmaceuticals plc, Jazz Investments I Limited and U.S. Bank National Association (incorporated herein by reference to Exhibit 4.1 in the Registrant’s Current Report on Form 8-K (File No. 001-33500), as filed with the Commission on August 13, 2014).
4.3		Form of 1.875% Exchangeable Senior Note due 2021 (incorporated herein by reference to Exhibit 4.2 in the Registrant’s Current Report on Form 8-K (File No. 001-33500), as filed with the Commission on August 13, 2014).
5.1		Opinion of Arthur Cox.
23.1		Consent of Arthur Cox (included in Exhibit 5.1).
23.2		Consent of Independent Registered Public Accounting Firm.
24.1		Power of Attorney (included in the signature page hereto).
99.1		Amended and Restated 2011 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.2 in the Registrant’s Quarterly Report on Form 10-Q (File No. 001-33500), as filed with the Commission on November 8, 2016).

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Item 9. Undertakings.

1. The undersigned Registrant hereby undertakes:

 

(a)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference herein.

 

(b)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

2. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto, State of California on February 28, 2017.

 

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Bruce C. Cozadd, Matthew P. Young, Suzanne Sawochka Hooper and Karen J. Wilson, and each or any of them, as his or her true and lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, and generally to do all such things in his or her name and behalf in their capacities as officers and directors to enable Jazz Pharmaceuticals plc to comply with the provisions of the Securities Act of 1933 and all requirements of the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

 

Signatures		Title		Date
/s/     Bruce C. Cozadd          Bruce C. Cozadd		Chairman, Chief Executive Officer and Director (Principal Executive Officer and Authorized Representative in the United States)		February 28, 2017
/s/    Matthew P. Young          Matthew P. Young		Executive Vice President and Chief Financial Officer (Principal Financial Officer)		February 28, 2017
/s/    Karen J. Wilson         Karen J. Wilson		Senior Vice President, Finance (Principal Accounting Officer)		February 28, 2017
/s/    Paul L. Berns          Paul L. Berns		Director		February 28, 2017
/s/    Patrick G. Enright         Patrick G. Enright		Director		February 28, 2017
/s/    Peter Gray         Peter Gray		Director		February 28, 2017
/s/    Heather Ann McSharry         Heather Ann McSharry		Director		February 28, 2017
/s/    Seamus C. Mulligan          Seamus C. Mulligan		Director		February 28, 2017
/s/    Kenneth W. O’Keefe          Kenneth W. O’Keefe		Director		February 28, 2017

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/s/    Norbert G. Riedel, Ph.D.         Norbert G. Riedel, Ph.D.		Director		February 28, 2017
/s/    Elmar Schnee         Elmar Schnee		Director		February 28, 2017
/s/    Catherine A. Sohn          Catherine A. Sohn		Director		February 28, 2017
/s/    Rick E Winningham         Rick E Winningham		Director		February 28, 2017

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		EXHIBIT INDEX
Exhibit Number		Description of Document
3.1		Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated herein by reference to Exhibit 3.1 in the Registrant’s Quarterly Report on Form 10-Q (File No. 001-33500), as filed with the Commission on August 9, 2016).
4.1		Reference is made to Exhibit 3.1.
4.2		Indenture, dated as of August 13, 2014, by and among Jazz Pharmaceuticals plc, Jazz Investments I Limited and U.S. Bank National Association (incorporated herein by reference to Exhibit 4.1 in the Registrant’s Current Report on Form 8-K (File No. 001-33500), as filed with the Commission on August 13, 2014).
4.3		Form of 1.875% Exchangeable Senior Note due 2021 (incorporated herein by reference to Exhibit 4.2 in the Registrant’s Current Report on Form 8-K (File No. 001-33500), as filed with the Commission on August 13, 2014).
5.1		Opinion of Arthur Cox.
23.1		Consent of Arthur Cox (included in Exhibit 5.1).
23.2		Consent of Independent Registered Public Accounting Firm.
24.1		Power of Attorney (included in the signature page hereto).
99.1		Amended and Restated 2011 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.2 in the Registrant’s Quarterly Report on Form 10-Q (File No. 001-33500), as filed with the Commission on November 8, 2016).

Exhibit 5.1

28 February, 2017

Board of Directors

Jazz Pharmaceuticals plc

4^th Floor

Connaught House

1 Burlington Road

Dublin 4

 

Re:	Jazz Pharmaceuticals plc Registration Statement on Form S-8 in relation to the Plan

Ladies and Gentlemen,

 

1.	Basis of Opinion

 

1.1

We are acting as Irish counsel to Jazz Pharmaceuticals plc, a public company limited by shares, incorporated under the laws of Ireland, with its registered office at 4th Floor, Connaught House, 1 Burlington Road, Dublin 4 (the “Company”), in connection with the filing by the Company of a registration statement on Form S-8 (the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) on or around the date hereof under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 2,692,247 ordinary shares with nominal value US$0.0001 of the Company (the “Shares”) that may be delivered pursuant to the Company’s Amended and Restated 2011 Equity Incentive Plan (the “Plan”).

 

1.2

This Opinion is confined to, given in all respects on the basis of, governed by and is to be construed in accordance with, the laws of Ireland (meaning Ireland exclusive of Northern Ireland) in force as at the date hereof as currently applied and interpreted by the courts of Ireland. We have made no investigation of and we express no opinion as to the laws of any other jurisdiction or the effect thereof.

 

1.3

This Opinion is also strictly confined to:

 

(a)

the matters expressly stated herein at paragraph 2 below and is not to be read as extending by implication or otherwise to any other matter;

 

(b)

the Documents (as defined in the Schedule); and

 

(c)

the searches listed at paragraph 1.5 below.

 

We express no opinion, and make no representation or warranty, as to any matter of fact or in respect of any documents which may exist in relation to the Plan other than the Documents.

 

1.4

For the purpose of giving this Opinion, we have examined copies sent to us by email in pdf or other electronic format of the Documents.

 

1.5

For the purpose of giving this Opinion, we have caused to be made the following legal searches against the Company on or about the date hereof:

 

(a)

on the file of the Company maintained by the Irish Registrar of Companies in Dublin for returns of allotments, special resolutions amending the Memorandum and Articles of Association of the Company and notice of the appointment of directors and secretary of the Company and for the appointment of any receiver, examiner or liquidator;

 

(b)

in the Judgments Office of the High Court of Ireland; and

 

(c)

in the Central Office of the High Court of Dublin for any proceedings or petitions filed.

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2.

Opinion

 

Subject to the assumptions and qualifications set out in this Opinion and to any matters not disclosed to us, we are of the opinion that:

 

2.1

the Company is a public company limited by shares, is duly incorporated and validly existing under the laws of Ireland and has the requisite corporate authority to issue the Shares; and

 

2.2

when the Shares have been issued and, if required, paid for pursuant to and in accordance with the terms and conditions referred to or summarized in the applicable resolutions and the Plan, the Shares will be validly issued, fully paid up and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such shares).

 

3.	Assumptions

 

For the purpose of giving this Opinion, we assume the following without any responsibility on our part if any assumption proves to have been untrue as we have not verified independently any assumption:

 

3.1

that the Company will receive consideration equal to the aggregate of the nominal value and any premium required to be paid up on the Shares issued pursuant to awards under the Plan and that such consideration will be in cash and/or otherwise provided in accordance with Irish law;

 

3.2

that the filing of the Registration Statement with the SEC has been authorized by all necessary actions under all applicable laws other than Irish law;

 

3.3

that the vesting of any awards granted under the Plan and the issue of the Shares upon vesting of such awards (and the issue of the Shares in connection with any other awards granted under the Plan) will be conducted in accordance with the terms and the procedures described in the Plan and the applicable award agreement;

 

3.4

that the exercise of any options granted under the Plan and the issue of the Shares upon exercise of such options (and the issue of the Shares in connection with any other awards granted under the Plan) will be conducted in accordance with the terms and the procedures described in the Plan and the applicable award or enrolment agreement, as the case may be;

 

3.5

with respect to grants or issuances of any awards under the Plan on or after August 4, 2021 (the date of expiry of the Company’s existing authority to issue Shares) which could result in the issuance of Shares, that the Company will have renewed its authority to issue the Shares in accordance with the terms and conditions set out in the Articles of Association of the Company and the Companies Act 2014 of Ireland for the remainder of the period that the Registration Statement will continue in effect;

 

3.6

that, at the time of grant or issue by the compensation committee of the board of directors of the Company (the “Committee”) of any award or Share under the Plan, the Committee has been duly constituted and remains a duly constituted committee of the board of directors of the Company having the necessary powers and authorities to issue awards and the Shares;

Authenticity and bona fides

 

3.7

the completeness and authenticity of all documents submitted to us as originals or copies of originals and (in the case of copies) conformity to the originals of copy documents and the genuineness of all signatories, stamps and seals thereon;

 

3.8

where incomplete Documents have been submitted to us or signature pages only have been supplied to us for the purposes of issuing this Opinion, that the originals of such Documents correspond in all respects with the last draft of the complete Documents submitted to us;

 

3.9

that the terms of the Documents will be observed and performed by the parties thereto;

 

3.10

that the copies produced to us of minutes of meetings and/or of resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record and that any meetings referred to in such copies were duly convened, duly quorate and held, that those present at any such meetings were entitled to attend and vote at the meeting, and acted bona fide throughout and that no further resolutions have been passed or other action taken which would or might alter the effectiveness thereof;

 

3.11

that the Memorandum and Articles of Association of the Company amended on August 4, 2016 are the current Memorandum and Articles of Association of the Company, are up to date and have not been amended or superseded and that there are no other terms governing the Shares other than those set out in the Memorandum and Articles of Association of the Company;

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Accuracy of searches and warranties

 

3.12

the accuracy and completeness of the information disclosed in the searches referred to in paragraph 1.5 above and that such information has not since the time of such search or enquiry been altered. It should be noted that searches at the Companies Registration Office, Dublin, do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for the winding-up of or the appointment of a receiver or an examiner to the Company;

 

3.13

the truth, completeness and accuracy of all representations and statements as to factual matters contained in the Documents; and

Commercial Benefit

 

3.14

that the Documents have been entered into for bona fide commercial purposes, on arm’s length terms and for the benefit of each party thereto and are in those parties’ respective commercial interest and for their respective corporate benefit.

 

4.	Disclosure

This Opinion is addressed to you in connection with the registration of the Shares with the SEC. We hereby consent to the filing of this Opinion as an exhibit to the Registration Statement to be filed with the SEC. In giving this consent, we do not thereby admit that we are in a category of person whose consent is required under Section 7 of the Securities Act.

 

Yours faithfully,

/s/ Arthur Cox

ARTHUR COX

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SCHEDULE

Documents

 

1.	A copy of the form of the Registration Statement to be filed by the Company with the SEC;

 

2.	A copy of the Plan;

 

3.	A copy of the resolutions of the board of directors of the Company regarding the adoption and assumption by the Company of the Plan dated 13 January 2012 and the amendment and restatement of the Plan dated 5 May 2016;

 

4.	A copy of the resolution of the shareholders of the Company dated 4 August 2016 approving the amendment and restatement of the Plan;

 

5.	A copy of the Memorandum and Articles of Association of the Company as amended by resolutions of the shareholders of the Company on 4 August 2016;

 

6.	A copy of the certificate from an authorised officer of the Company in relation to the share capital of the Company dated 28 February 2017;

 

7.	A copy of the Certificate of Incorporation of the Company dated and executed 16 March 2005; and

 

8.	Letter of Status from the Irish Companies Registration Office dated 27 February 2017.

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Jazz Pharmaceuticals plc

We consent to the incorporation by reference in the registration statement on Form S-8 of Jazz Pharmaceuticals plc of our reports dated February 28, 2017, with respect to the consolidated balance sheets of Jazz Pharmaceuticals plc as of December 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2016, and the related financial statement schedule, and the effectiveness of internal control over financial reporting as of December 31, 2016, which reports appear in the December 31, 2016 annual report on Form 10-K of Jazz Pharmaceuticals plc.

 

/S/ KPMG

Dublin, Ireland

February 28, 2017