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Item 1.	Financial Statements

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•	Xyrem® (sodium oxybate) oral solution, the only product approved by the U.S. Food and Drug Administration, or FDA, and marketed in the U.S. 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 U.S. 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;

•

Defitelio® (defibrotide sodium), a product approved in the U.S. for the treatment of adult and pediatric patients with hepatic veno-occlusive disease, or VOD, also known as sinusoidal obstruction syndrome, or SOS, with renal or pulmonary dysfunction following hematopoietic stem cell transplantation, or HSCT, and in Europe (where it is marketed as Defitelio® (defibrotide)) for the treatment of severe VOD in adults and children undergoing HSCT therapy; and

•	VyxeosTM (daunorubicin and cytarabine) liposome for injection, a product approved in the U.S. for the treatment of adults with newly-diagnosed therapy-related acute myeloid leukemia, or AML, or AML with myelodysplasia-related changes.

•	Growing sales of the existing products in our portfolio, including by identifying and investing in growth opportunities such as new treatment indications and new geographic markets;

•	Acquiring or licensing rights to clinically meaningful and differentiated products that are on the market or product candidates that are in late-stage development; and

•	Pursuing targeted development of post-discovery differentiated product candidates.

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

•	the challenges of achieving and maintaining commercial success of our products;

•

delays or problems in the supply or manufacture of our products and product candidates, particularly with respect to certain products as to which we maintain limited inventories, our dependence on single source suppliers for most of our products, product candidates and APIs, and the requirement that we and our product suppliers be qualified by the FDA to manufacture product and comply with applicable manufacturing regulations;

•

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 pharmaceutical pricing in the U.S. and worldwide, including the need to obtain and maintain reimbursement for Xyrem in the U.S. in an environment in which we are subject to increasingly restrictive conditions for reimbursement required by government programs and third party payors;

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

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

•	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;

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•	the inherent uncertainty associated with the regulatory approval process, especially as we continue to increase investment in our product pipeline development projects and undertake multiple planned regulatory submissions for our product candidates;

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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 historical business, the increase in geographic dispersion among our centers of operation 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; and

•	possible restrictions on our ability and flexibility to pursue certain future opportunities as a result of our substantial outstanding debt obligations.

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•	Xyrem® (sodium oxybate) oral solution, the only product approved by the U.S. Food and Drug Administration, or FDA, and marketed in the U.S. 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 U.S. 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;

•

Defitelio® (defibrotide sodium), a product approved in the U.S. for the treatment of adult and pediatric patients with hepatic veno-occlusive disease, or VOD, also known as sinusoidal obstruction syndrome, or SOS, with renal or pulmonary dysfunction following hematopoietic stem cell transplantation, or HSCT, and in Europe (where it is marketed as Defitelio® (defibrotide)) for the treatment of severe VOD in adults and children undergoing HSCT therapy; and

•	VyxeosTM (daunorubicin and cytarabine) liposome for injection, a product approved in the U.S. for the treatment of adults with newly-diagnosed therapy-related acute myeloid leukemia, or AML, or AML with myelodysplasia-related changes.

•	Growing sales of the existing products in our portfolio, including by identifying and investing in growth opportunities such as new treatment indications and new geographic markets;

•	Acquiring or licensing rights to clinically meaningful and differentiated products that are on the market or product candidates that are in late-stage development; and

•	Pursuing targeted development of post-discovery differentiated product candidates.

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•	JZP-110.

•	Xyrem.

•	JZP-507.

•	JZP-258.

•

Vyxeos. Vyxeos has received Orphan Drug Designation by both the FDA and the European Commission, or EC, for the treatment of AML. We submitted an MAA for Vyxeos to the EMA in the fourth quarter of 2017. The EMA has granted accelerated assessment of the MAA for Vyxeos; accelerated assessment is granted for products expected to be of major interest for public health and can potentially shorten the duration of the EMA’s review by up to six months.

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•	Defibrotide.

•	the potential U.S. introduction of a generic version of Xyrem before the entry dates specified in our settlements with certain companies that had filed abbreviated new drug applications, or ANDAs, with the FDA seeking approval to market a generic version of Xyrem or on terms that are different from those contemplated by the settlements, as further described below;

•	the potential U.S. introduction of an alternative product to Xyrem for treating cataplexy and/or EDS in narcolepsy;

•	changes to, increases in or uncertainties around regulatory restrictions, including, among other things, changes to our Xyrem risk evaluation and mitigation strategy, or REMS, particularly in light of the FDA’s waiver of the single shared systems REMS requirement for sodium oxybate and approval of a separate generic sodium oxybate REMS, as further described below;

•	any increase in pricing pressure from, or restrictions on reimbursement imposed by, third party payors;

•	changes in healthcare laws and policy, including changes in requirements for patient assistance programs, rebates, reimbursement and coverage by federal healthcare programs, and changes resulting from increased scrutiny on pharmaceutical pricing and REMS programs by government entities;

•	operational disruptions at the Xyrem central pharmacy or any failure to comply with our REMS obligations to the satisfaction of the FDA;

•	any supply or manufacturing problems, including any problems with our sole source provider of the active pharmaceutical ingredient, or API, for Xyrem;

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

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

•	our U.S.-based sodium oxybate and Xyrem suppliers’ ability to obtain sufficient quotas from the U.S. Drug Enforcement Administration, or DEA, to satisfy our needs for Xyrem.

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

•	the challenges of achieving and maintaining commercial success of our products;

•

delays or problems in the supply or manufacture of our products and product candidates, particularly with respect to certain products as to which we maintain limited inventories, our dependence on single source suppliers for most of our products, product candidates and APIs, and the requirement that we and our product suppliers be qualified by the FDA to manufacture product and comply with applicable manufacturing regulations;

•

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 pharmaceutical pricing in the U.S. and worldwide, including the need to obtain and maintain reimbursement for Xyrem in the U.S. in an environment in which we are subject to increasingly restrictive conditions for reimbursement required by government programs and third party payors;

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

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

•	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;

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•	the inherent uncertainty associated with the regulatory approval process, especially as we continue to increase investment in our product pipeline development projects and undertake multiple planned regulatory submissions for our product candidates;

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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 historical business, the increase in geographic dispersion among our centers of operation 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; and

•	possible restrictions on our ability and flexibility to pursue certain future opportunities as a result of our substantial outstanding debt obligations.

(1)	Comparison to prior period not meaningful.

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(1)	Comparison to prior period not meaningful.

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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). Aerial and SK are currently eligible to receive milestone payments up to an aggregate of $270 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 July 2016, we entered into an agreement with Pfenex that granted us worldwide rights to develop and commercialize multiple early-stage hematology product candidates. The agreement also includes an option for us to negotiate a license for a recombinant pegaspargase product candidate with Pfenex. Under the agreement, Pfenex received upfront, option and development milestone payments totaling $15.8 million and may be eligible to receive additional payments of up to $165 million based on the achievement of development, regulatory and sales milestones. Potential future milestone payments to other third parties under other agreements could be up to an aggregate of $273 million, of which up to $120 million will become due and payable to Perrigo Company plc (formerly Elan Pharmaceuticals, Inc.) in tiered

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(2)	Estimated interest for variable rate debt was calculated based on the interest rates in effect as of September 30, 2017. The interest rate for our term loan borrowing was 2.99% as of September 30, 2017. Interest that is fixed, associated with our interest rate swaps, is calculated based on the fixed interest swap rate as of September 30, 2017.

(3)	We used the fixed interest rates of 1.875% on the 2021 Notes and 1.50% on the 2024 Notes to estimate interest owed as of September 30, 2017 until the respective final maturity dates of these notes.

(4)	Our revolving credit facility has a commitment fee payable on the undrawn amount ranging from 0.25% to 0.35% per annum based upon our secured leverage ratio. In the table above, we used a rate of 0.30% and assumed undrawn amounts of $1.25 billion as of September 30, 2017 to estimate commitment fees owed.

(5)	Consists primarily of non-cancelable commitments to ImmunoGen, under our collaboration and option agreement, and to third party manufacturers.

(6)

Consists primarily of the minimum lease payments for our office buildings and automobile lease payments for our sales force. This includes a lease agreement we entered into in January 2015 to lease office space located in Palo Alto, California, which we began to occupy in October 2017, and a lease agreement we entered into in September 2017 to lease additional office space located in Palo Alto, California in a second building to be constructed by the same landlord, which we expect to occupy by the end of 2019. We are obligated to make lease payments totaling approximately $197 million over the initial term of these leases.  Not included in the table above are our estimated costs of approximately $19 million associated with the design, development and construction of tenant improvements under these lease agreements, which estimate does not include a tenant improvement allowance to be provided by the landlord. Operating expenses associated with our leased office buildings are also not included in table above.

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Item 3.	Quantitative and Qualitative Disclosures About Market Risk

Item 4.	Controls and Procedures

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Item 1.	Legal Proceedings

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Item 1A.	Risk Factors

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the potential U.S. introduction of a generic version of Xyrem before the entry dates specified in our settlements with certain companies that had filed abbreviated new drug application, or ANDAs, with the U.S. Food and Drug Administration, or FDA, seeking approval to market a generic version of Xyrem or on terms that are different from those contemplated by the settlements, as further described below;

•	the potential U.S. introduction of an alternative product to Xyrem for treating cataplexy and/or excessive daytime sleepiness, or EDS, in narcolepsy;

•	changes to, increases in or uncertainties around regulatory restrictions, including, among other things, changes to our Xyrem risk evaluation and mitigation strategy, or REMS, particularly in light of the FDA’s waiver of the single shared system REMS requirement for sodium oxybate and approval of a separate generic sodium oxybate REMS, as further described below;

•	any increase in pricing pressure from, or restrictions on reimbursement imposed by, third party payors;

•	changes in healthcare laws and policy, including changes in requirements for patient assistance programs, rebates, reimbursement and coverage by federal healthcare programs, and changes resulting from increased scrutiny on pharmaceutical pricing and REMS programs by government entities;

•	operational disruptions at the Xyrem central pharmacy or any failure to comply with our REMS obligations to the satisfaction of the FDA;

•	any supply or manufacturing problems, including any problems with our sole source provider of the active pharmaceutical ingredient, or API, for Xyrem;

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

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

•	our U.S.-based sodium oxybate and Xyrem suppliers’ ability to obtain sufficient quotas from the U.S. Drug Enforcement Administration, or DEA, to satisfy our needs for Xyrem.

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•	the continued acceptance of Defitelio in the U.S. by hospital pharmacy and therapeutics committees and the continued availability of adequate coverage and reimbursement by government programs and third party payors;

•	the limited experience of U.S. physicians in diagnosing and treating VOD, particularly in adults, and the possibility that physicians may not initiate or may delay initiation of treatment while waiting for VOD symptoms to improve, or terminate treatment before the end of the recommended dosing schedule;

•	our ability to successfully maintain or grow sales of Defitelio in Europe and other non-U.S. countries;

•	delays or problems in the supply or manufacture of the product;

•	the limited size of the population of VOD patients who are indicated for treatment with Defitelio (particularly if changes in HSCT treatment protocols reduce the incidence of VOD diagnosis);

•	our ability to meet the post-marketing commitments and requirements imposed by the FDA in connection with its approval of our NDA for Defitelio; and

•	our ability to obtain marketing approval in other countries and to develop the product for additional indications.

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•	our ability to differentiate Vyxeos from other liposomal chemotherapies and generically available chemotherapy combinations with which physicians and treatment centers are more familiar;

•	delays or problems in the supply or manufacture of the product, including the ability of the third parties upon which we rely to manufacture Vyxeos and its APIs to manufacture sufficient quantities in accordance with applicable specifications;

•	the need to establish pricing and reimbursement support for Vyxeos in the U.S. and in other countries;

•	the acceptance of Vyxeos in the U.S. and other countries by hospital pharmacy and therapeutics committees and the availability of adequate coverage and reimbursement by government programs and third party payors;

•	the approval and use of new and novel compounds in AML that are only approved for use in combination with other agents and that have not been tested in combination with Vyxeos; and

•	the limited size of the population of high-risk AML patients who may potentially be indicated for treatment with Vyxeos, particularly given the ongoing clinical trials by other companies with the same patient population.

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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.

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

•	the prevalence of the disease or condition for which the product is approved and its diagnosis;

•	the severity of side effects;

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

•	availability of sufficient product inventory to meet demand, particularly with respect to Erwinaze;

•	physicians’ decisions relating to treatment practices based on availability of product inventory, particularly with respect to Erwinaze;

•	perceived advantages over alternative treatments;

•	relative convenience and ease of administration;

•	with respect to Xyrem, physician and patient assessment of the burdens associated with obtaining or maintaining the certifications required under the Xyrem REMS;

•	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;

•	the conditions for reimbursement required by, and appropriate pricing and availability of reimbursement from, third party payors; and

•	the availability of financial or other assistance for patients who are uninsured or underinsured.

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•	we are unable to obtain and maintain adequate funding to complete the development of, obtain regulatory approval for and commercialize an acquired product candidate;

•	a product candidate proves not to be safe or effective in later clinical trials;

•	a product fails to reach its forecasted commercial potential as a result of pricing pressures or for any other reason;

•	we experience negative publicity regarding actual or potential future price increases for that product or otherwise; or

•	the integration of a product or product candidate gives rise to unforeseen difficulties and expenditures.

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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 any 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 an ethics committee 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’ requirements, commonly referred to as good clinical practices;

•	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;

•	difficulty identifying or enrolling eligible patients, in some cases based on the number of clinical trials with enrollment criteria targeting the same patient population;

•	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 independently develop similar or alternative products without infringing our intellectual property rights, such as products that are not covered by the claims of our patents, or for which we do not have adequate exclusive rights 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;

•	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 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 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 the Exchangeable Senior 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.

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•	the revenues from our commercial products, which may be affected by many factors, including the extent of generic or other competition for Xyrem or our other 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 in-licensing any new products and product candidates;

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

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

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

(3)	The ordinary shares reported in the table above were purchased pursuant to our publicly announced share repurchase program. In November 2016, we announced that our board of directors authorized the use of up to $300 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 modified, suspended or otherwise discontinued at any time without prior notice.

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Item 6.	Exhibits

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†	Confidential treatment has been granted for portions of this exhibit. Omitted portions have been filed separately with the SEC.

*	The certifications attached as Exhibit 32.1 accompany this Quarterly Report on Form 10-Q 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 Jazz Pharmaceuticals, Inc. (Tenant), for premises located at 3181 Porter Drive, 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’ finished ceiling height on the first floor and a minimum 9’ 6” finished ceiling height on the second floor, 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. A lobby stair is being provided with handrails. 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.

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.

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b)	The exterior doors and hardware shall be configured 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 two main entrance (storefront) from street and one secondary entrance/egress doors (also storefront) 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 building fire alarm panel which will monitor water flow shall include panel, PIV flow switch and tamper switch. In addition, one manual pull station and one bell as well as a phone line connection to a central station monitoring service will be included. 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 provided by Landlord with enclosure as required by city code, path and conduit to run power into the building electric room will be provided. One generator, ATS is being provided for code-required loads. Any additional emergency loads will require generator upgrade/replacement by Tenant. Generator, ATS, and wiring 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 98.9 watts/sf, based on 2013 CEC: 0.9 watts/sf for lighting; 3.0watts/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 panel for the Shell will be included with circuits for site lighting, landscape lighting, and irrigation controllers. Service conduits shall be run from City electric vaults to main electrical room for new service. Any additional conduit and/or wiring inside and outside the Building are part of Tenant Improvement Work.

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.

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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 as per Code Requirements. Site landscape, and monument sign lighting will also be provided. 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 where required.

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)	At grade receiving area will be provided with aluminum roll up door and single man door.

16)	Drive ways, required ramps as per ADA, pathways, shrubs, all painting including parking lots including signs disabled parking and outside of the building to be completed as part of base work

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 shall be large enough to accommodate a City-approved emergency gurney/stretcher. The base cab finish shall be from the standard selection of elevator company, including plastic laminate wall panels, lighting/ceiling, steel tubular ADA compliant handrail, protective blanket pads, and ADA compliant telephone. Passenger elevator flooring shall be stone or comparable. Upgraded finishes shall be a Tenant Modification. Elevator shall return to first floor upon power failure. Landlord will provide certification by the State for elevator operation. If feasible (in Landlord’s sole discretion), an additional freight elevator may be included as part of the Core, and if included, such elevator will be a Tenant Modification for the incremental cost of the elevator subcontract.

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 at interior stair will be Level 4 sheetrock and painted. Floor finishes on the interior

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c)	Exterior stairs shall be painted to match exterior design.

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: 1.2 watts/sf for lighting; 2.5 watts/sf for equipment and plug loads; 200 sf/person occupancy density; 0.15 CFM/sf outdoor ventilation air.

b)

The Core shall include two (2) AC units (Trane, Carrier, McQuay, Johnson Controls or equivalent) to serve the Building, total installed cooling capacity of approximately 240 tons. 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 the requirements of all current State and local Codes and ordinances. All necessary components in rooftop AC units shall be internally isolated on engineered 2-inch deflection seismic isolation systems.

c)	Heating for the Building shall be provided by a rooftop hydronic heating system including a high-efficiency boiler and pumps, 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)	The Core HVAC systems will be equipped with pre-installed, pre-wired, self-contained factory controls. A building management system will be provided and installed as part of Tenant’s Base Building Improvement Work and shall include all necessary hardware and software interface components and control wiring to fully integrate the pre-installed unit controls with the Building’s management system.

e)

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.

f)	The Core Components shall include necessary ductwork and piping above the roof from the HVAC systems, stubbed through the roof to serve the second floor, and installed down a duct shaft and stubbed into the first floor to provide points of connection for Tenant distribution ductwork and piping.

g)	All medium and low pressure distribution ductwork, variable air volume terminal units, hot water reheat piping, air distribution devices, zone temperature controls, duct and

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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 as required for the Core with feeders for (1) elevator and two (2) HVAC units, generator and building sump pits and water heaters. Electrical connections beyond stairwell lighting and restroom core power and lighting will be considered Tenant Improvement Work. All other distribution wiring panels, and breakers shall be considered Tenant Improvement Work.

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

a)	Plumbing will be designed to accommodate the Core fixtures. The plumbing system gutline 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, 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, toilets,

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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 2 finish.

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 as per Code Requirements.

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.

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

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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 Equipment, or shall reimburse Landlord for the cost of any such services that are not separately metered.

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

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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 with Tenant’s operations or any loss of business or profits or (c) any interference with Tenant’s operation of the Additional Equipment caused by Landlord’s repair, maintenance or replacement of any structural elements of the Building (including the roof), except in each case to the extent arising out of Landlord’s or Landlord’s Agents’ gross negligence or willful misconduct. Landlord shall be entitled to suspend operation of any Additional Equipment temporarily if such temporarily suspended operation is reasonably necessary for the performance of Landlord’s

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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:

18.	Provisions Applicable to Rooftop Equipment:

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5b)	Has there ever been an occasion in any existing facility in the past 5 years when a liquid or solid waste material or any fuel or other Hazardous Material was accidentally or intentionally spilled or released? YES ___ NO X

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5c)	Has your company ever received any notice or demand in kind from the EPA or any other governmental agency or third party to the effect that the company must contribute to the cost of any Hazardous Material investigation or remediation at or emanating from an existing facility?     YES ___ NO X

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•	2000-08__ Fact Sheet __ HillviewPorter

•	2004-09__ Fact Sheet __3215 Porter

•	2005-02__Fact Sheet __3165 Porter

•	3165 Porter Drive, Reports from 01-15-88 through 03-28-17

•	3215 Porter Drive, Reports from 02-26-87 through 06-08-17

•	Hillview-Porter Parties, Reports from 10-87 through 07-14-17

•	Access Agreements for 3165 Porter

•	1993-11-19__Enviro Access Agr (3165, 3181-3201, 3221 & 3215 Por)__Stanford-Teledyne

•	1993-11-19__Short Form Of Access Agr (3165, 3181-3201, 3221 & 3215 Por)__Stanford-Teledyne

•	1995-02-28__Enviro Access Agr & Work Plan__Stanford-Teledyne

•	1995-02-28__Memo Of Termination Of Temp Access Agr___Stanford - Teledyne

•	1995-02-28__Short Form Access Agr___Stanford – Teledyne

•	Access Agreements for 3215 Porter

•	1992-05-22__Access Agr (3200, 3333, 3350 3240 Hillview, 3215 Por, 1501 Pmr)

•	2006-12-20__Access Agr (3215 Por & Some 1501 Pmr)__Hp-Stanford

•	2009-10-08__Enviro Access Agr (3215 Por)__Hp-Stanford

•	2010-02-10__Assign Of Access Agr Of Trtmnt Plant & Pipeline (3215 Porter)__Hp-Stanford

•	2010-02-10__Remediation Access Agr__Hp-Stanford

•	2010-02-10__Short Form Access Agr 20606980 (Certified By First American Title)__Stanford-Hp

•	2010-02-10__Short Form Access Agr 20606980 (Recorded Copy)__Stanford-Hp

•	2016-05-31__1994-08-12 Access Agr Term Ltr As Of Sept 1 2016__Stanford-3300 Hillview Grp

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•	Access Agreements for Hillview Porter Region

•	1993-07-01__Access Agr (3215 Por)__Stanford-Hvp

•	1993-07-01__Access Agr For Treatment Plant & Pipeline (3215 Por)__Hp-Hvp

•	1993-07-01__Recorded Memo To Treatment Plant & Pipeline (3215 Por) 13208487__Hp(Grantor)-Hvp

•	1993-07-01__Recorded Memo To Treatment Plant & Pipeline (3215 Por)13208489__Su(Grantor)-Hvp

•	2016-08-03__Asbestos and Lead Survey for Planned Demo Project (ACC)

•	2016-11-03__Asbestos Materials Clearance Letter (ACC)

•	2017-03-28__Asbestos Materials Removal Letter (ACC)

•	2017-07-11__Stanford Porter Dr Asbestos Abatement Project Documentation (ACC)

•	2009-10-27__Asbestos Survey and Evaluation (ProTech)

•	2016-08-02__Asbestos Roofing Survey and Universal Waste Inspection (ACC)

•	2016-11-03__Asbestos Materials Clearance Letter (ACC)

•	2016-08-02__Asbestos and Lead Survey for the Planned Demo. Project (ACC)

•	2016-11-03__Asbestos Materials Removal PROGRESS Letter (ACC)

•	2017-03-28__Asbestos Materials Removal Letter (ACC)

•	2017-07-11__Stanford Porter Dr Asbestos Abatement Project Documentation (ACC)

•	2011-05-24__Proposal for Phase I and Phase II (AMEC Geomatrix) 2011-09-21__Phase I Environmental Site Assessment (AMEC Geomatrix)

•	2011-10-04__Hazmat Assessment (Bayview)

•	2011-12-23__Phase II Environ. Assessment (AMEC Geomatrix)

•	2005-04-19__Soil Vapor and Indoor Air Quality Assessment HP Bldg 15 (SECOR)

•	2008-02-22__Indoor Air Quality Assessment (CH2M Hill)

•	2009-11-09__Letter Report Summarizing Indoor Air Sample Results (AMEC)

•	1995-10-06__3221 Porter Drive Sump Removal (Syntex USA, Inc.)

•	1995-11-07__Report of Subsurface Investigation (Syntex USA, Inc.)

•	2011-09-21__Phase I Environmental Site Assessment (AMEC Geomatrix)

•	2011-12-23__Phase II Environmental Site Assessment (AMEC Geomatrix)

•	2012-01-26__Geophysical Survey (NORCAL Geophysical Consultants, Inc.)

•	2015-08-13__Technical Memorandum: Results of Additional Site Characterization (Haley&Aldrich)

•	2016-06-16__DTSC tentative approval for Pipeline & GWTS

•	2016-07-15__HP Plume Bioremediation Pilot WP Approval

•	2016-07-15__HP Plume GW Reconfiguration WP Approval

•	2016-09-20__DTSC Response to Methane Monitoring

•	2016-10-19__DTSC Comments on Vapor Intrusion Evaluation

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•	2016-10-31__Response to the Vapor Intrusion Evaluation Memo

•	2016-12-21__DTSC Memo on Vapor Intrusion Eval at Porter Redev

•	2017-02-23__Email to DTSC Re VIMS Drawings for Porter Redev

•	2016-06-21__Status of Pre-Devel. Investigation Activities

•	2016-07-29__Report on Soil and Soil Vapor Sampling

•	2016-08-02__Stanford Porter Redevelop. Sub-Slab Ventilation System Design

•	2016-08-03__Site Management Plan, Porter Drive Redevelopment

•	2016-08-29__Vapor Intrusion Evaluation, Porter Drive Redevelopment

•	2016-12-16__Addendum to 7_16 Report on Soil and Soil Vapor Sampling

•	2017-03-31__Workplan for Soil Removal for PCBs

•	2017-06-02__Removal of Soil Impacted with Polychlorinated Biphenyls

•	2017-06-09__Transmittal of VIMS Design Drawings

•	2017-07-26__Dieldrin Target Excavation Trucking Letter

•	2017-07-27__Soil Excavation Completion Documentation

•	For 3165 Porter: Teledyne

•	1993-01-27__Final Remedial Action Plan 1 (Harding Lawson)

•	1993-01-27__Final Remedial Action Plan 2 (Harding Lawson)

•	2014-02-13__4th Five-Year Effectiveness Evaluation Review- 12-2008 thru 11-2013 (Stantec)

•	2014-07-03__Rev. 4th Five-Year Effectiveness Evaluation Review - 12-2008 thru 11-2013 (Stantec)

•	2015-11-18__Vapor Intrusion Assessment Work Plan; Teledyne MEC Site (Stantec)

•	2016-05-27__Soil Vapor Assessment Report (Stantec)

•	For 3215 Porter: Hewlett-Packard

•	2007-03-15__Chromium Monitoring Results and Recommendations, Bldg 15 (SECOR)

•	2008-02-28__Chromium Assessment Report, HP Bldg 15 (SECOR)

•	2008-08-28__Chromium Mitigation Plan, HP Bldg 15 (Stantec)

•	2014-02-14__4th Five-Year Remedial Action Status and Effectiveness Eval. Report - Bldg. 15 & 28 (Stantec)

•	2014-07-02__High Resolution Source Area Study Report, Bldg 15 (Stantec)

•	2015-01-20__Rev. Enhanced Bioremediation Pilot Study Work Plan, Bldg. 15 (Stantec)

•	2016-04-07__Enhanced In Situ Bioremediation Pilot Study Report, Bldg15 Site (Stantec)

•	2016-06-06__Phase I Groundwater Remediation Facility Reconfiguration Workplan (Stantec)

•	2016-06-10__Enhanced In Situ Bioremediation and Zero Valent Iron Pilot Study Workplan, Bldg 15 Site, (Stantec)

•	2016-08-02__Addendum to Groundwater Remediation Facility Workplan

•	2016-09-06__Phase II Groundwater Remediation Facility Reconfiguration Workplan (Stantec)

•	2016-09-12__Methane Monitoring for EISB Pilot Testing at 3215 Porter (Stantec)

•	2016-10-31__Soil Vapor Extraction_ Air Injection System Decommissioning Report, Bldg 15 Site (Stantec)

•	2017-02-17__Rev. Extraction Well Installation and Hydraulic Assessment Report (Stantec)

•	2017-02-27__Enhanced Bioremediation & Chemical Reduction Pilot Study Implementation Report,

o	Bldg 15 (Stantec)

•	2016-29-06__Conveyance Line Re-Configuration Site Plan [Fig. 6]

1.	I have reviewed this Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q for the period ended September 30, 2017, 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 Exchange Act; 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 Quarterly Report on Form 10-Q 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-Q), 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.