0001232524-21-000031 | 10-Q | XBRL Viewer

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Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2021	Apr. 27, 2021
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2021
Document Transition Report	false
Entity File Number	001-33500
Entity Registrant Name	Jazz Pharmaceuticals plc
Entity Incorporation, State or Country Code	L2
Entity Tax Identification Number	98-1032470
Entity Address, Address Line One	Fifth Floor, Waterloo Exchange,
Entity Address, Address Line Two	Waterloo Road
Entity Address, City or Town	Dublin 4
Entity Address, Country	IE
Entity Address, Postal Zip Code	D04 E5W7
Country Region	353
City Area Code	1
Local Phone Number	634-7800
Title of 12(b) Security	Ordinary shares, nominal value $0.0001 per share
Trading Symbol	JAZZ
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Smaller Reporting Company	false
Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		56,895,944
Amendment Flag	false
Document Fiscal Year Focus	2021
Document Fiscal period Focus	Q1
Entity Central Index Key	0001232524
Current Fiscal Year End Date	--12-31

CONDENSENED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 2,097,533	$ 1,057,769
Investments	335,000	1,075,000
Accounts receivable, net of allowances	413,976	396,490
Inventories	115,475	95,396
Prepaid expenses	57,185	62,422
Other current assets	147,727	152,491
Total current assets	3,166,896	2,839,568
Property, plant and equipment, net	123,863	127,935
Operating lease assets	125,738	129,169
Intangible assets, net	2,108,046	2,195,051
Goodwill	938,398	958,303
Deferred tax assets, net	258,454	254,916
Deferred financing costs	4,724	5,238
Other non-current assets	30,351	25,721
Total assets	6,756,470	6,535,901
Current liabilities:
Accounts payable	77,738	26,945
Accrued liabilities	374,035	352,732
Current portion of long-term debt	248,613	246,322
Income taxes payable	49,334	25,200
Deferred revenue	2,373	2,546
Total current liabilities	752,093	653,745
Deferred revenue, non-current	1,852	2,315
Long-term debt, less current portion	1,853,033	1,848,516
Operating lease liabilities, less current portion	136,020	140,035
Deferred tax liabilities, net	109,915	130,397
Other non-current liabilities	105,868	101,148
Commitments and contingencies
Shareholders’ equity:
Ordinary shares	6	6
Non-voting euro deferred shares	55	55
Capital redemption reserve	472	472
Additional paid-in capital	2,694,858	2,633,670
Accumulated other comprehensive loss	(179,428)	(134,352)
Retained earnings	1,281,726	1,159,894
Total shareholders’ equity	3,797,689	3,659,745
Total liabilities and shareholders’ equity	$ 6,756,470	$ 6,535,901

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Revenues:
Total revenues	$ 607,581	$ 534,726
Operating expenses:
Cost of product sales (excluding amortization of acquired developed technologies)	40,189	28,657
Selling, general and administrative	260,508	208,400
Research and development	76,573	86,107
Intangible asset amortization	68,192	62,847
Acquired in-process research and development	0	202,250
Impairment charge	0	136,139
Total operating expenses	445,462	724,400
Income (loss) from operations	162,119	(189,674)
Interest expense, net	(27,376)	(18,496)
Foreign exchange gain (loss)	943	(1,132)
Income (loss) before income tax provision (benefit) and equity in gain of investees	135,686	(209,302)
Income tax provision (benefit)	18,019	(51,287)
Equity in gain of investees	(4,165)	(182)
Net income (loss)	$ 121,832	$ (157,833)
Net income (loss) per ordinary share:
Basic (in dollars per share)	$ 2.16	$ (2.82)
Diluted (in dollars per share)	$ 2.09	$ (2.82)
Weighted-average ordinary shares used in per share calculations - basic (in shares)	56,468	55,956
Weighted-average ordinary shares used in per share calculations - diluted (in shares)	58,393	55,956
Product sales, net
Revenues:
Total revenues	$ 603,531	$ 530,205
Royalties and contract revenues
Revenues:
Total revenues	$ 4,050	$ 4,521

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 121,832	$ (157,833)
Other comprehensive loss:
Foreign currency translation adjustments	(46,220)	(29,990)
Unrealized gain (loss) on hedging activities, net of income tax provision (benefit) of $163 and ($579), respectively	1,144	(4,053)
Other comprehensive loss	(45,076)	(34,043)
Total comprehensive income (loss)	$ 76,756	$ (191,876)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Statement of Comprehensive Income [Abstract]
Tax provision (benefit) effect on hedging activities	$ 163	$ (579)

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	Ordinary Shares	Non-voting Euro Deferred	Capital Redemption Reserve	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Retained Earnings
Beginning balance (in shares) at Dec. 31, 2019		56,140	4,000
Beginning balance at Dec. 31, 2019	$ 3,110,981	$ 6	$ 55	$ 472	$ 2,266,026	$ (223,393)	$ 1,067,815
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Issuance of ordinary shares in conjunction with exercise of share options (in shares)		145
Issuance of ordinary shares in conjunction with exercise of share options	13,264				13,264
Issuance of ordinary shares in conjunction with vesting of restricted stock units (in shares)		214
Shares withheld for payment of employee's withholding tax liability	(13,547)				(13,547)
Share-based compensation	28,731				28,731
Shares repurchased (in shares)		(1,131)
Shares repurchased	(139,053)						(139,053)
Other comprehensive loss	(34,043)					(34,043)
Net income (loss)	(157,833)						(157,833)
Ending balance (in shares) at Mar. 31, 2020		55,368	4,000
Ending balance at Mar. 31, 2020	2,808,500	$ 6	$ 55	472	2,294,474	(257,436)	770,929
Beginning balance (in shares) at Dec. 31, 2020		56,171	4,000
Beginning balance at Dec. 31, 2020	3,659,745	$ 6	$ 55	472	2,633,670	(134,352)	1,159,894
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Issuance of ordinary shares in conjunction with exercise of share options (in shares)		408
Issuance of ordinary shares in conjunction with exercise of share options	50,407				50,407
Issuance of ordinary shares in conjunction with vesting of restricted stock units (in shares)		294
Shares withheld for payment of employee's withholding tax liability	(23,784)				(23,784)
Share-based compensation	34,565				34,565
Other comprehensive loss	(45,076)					(45,076)
Net income (loss)	121,832						121,832
Ending balance (in shares) at Mar. 31, 2021		56,873	4,000
Ending balance at Mar. 31, 2021	$ 3,797,689	$ 6	$ 55	$ 472	$ 2,694,858	$ (179,428)	$ 1,281,726

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Operating activities
Net income (loss)	$ 121,832	$ (157,833)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Intangible asset amortization	68,192	62,847
Share-based compensation	34,485	28,654
Impairment charge	0	136,139
Depreciation	4,779	4,527
Acquired in-process research and development	0	202,250
Deferred tax benefit	(19,110)	(63,976)
Provision for losses on accounts receivable and inventory	1,083	2,620
Amortization of debt discount and deferred financing costs	15,688	12,000
Other non-cash transactions	7,766	1,793
Changes in assets and liabilities:
Accounts receivable	(18,245)	37,861
Inventories	(22,014)	(10,235)
Prepaid expenses and other current assets	(2,897)	(17,843)
Other non-current assets	157	505
Operating lease assets	3,690	3,195
Accounts payable	51,292	19,604
Accrued liabilities	13,719	(12,198)
Income taxes payable	24,625	20,829
Deferred revenue	(637)	(1,180)
Other non-current liabilities	4,774	7,316
Operating lease liabilities, less current portion	(4,182)	(3,906)
Net cash provided by operating activities	284,997	272,969
Investing activities
Proceeds from maturity of investments	760,000	345,000
Purchases of property, plant and equipment	(2,168)	(4,830)
Acquired in-process research and development	0	(202,250)
Acquisition of intangible assets	0	(13,000)
Acquisition of investments	(20,700)	(185,000)
Net cash provided by (used in) investing activities	737,132	(60,080)
Financing activities
Proceeds from employee equity incentive and purchase plans	50,407	13,264
Payment of employee withholding taxes related to share-based awards	(23,784)	(13,547)
Repayments of long-term debt	(8,347)	(8,347)
Share repurchases	0	(139,053)
Net cash provided by (used in) financing activities	18,276	(147,683)
Effect of exchange rates on cash and cash equivalents	(641)	(948)
Net increase in cash and cash equivalents	1,039,764	64,258
Cash and cash equivalents, at beginning of period	1,057,769	637,344
Cash and cash equivalents, at end of period	$ 2,097,533	$ 701,602

The Company and Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
The Company and Summary of Significant Accounting Policies	The Company and Summary of Significant Accounting Policies Jazz Pharmaceuticals plc is a global biopharmaceutical company dedicated to developing and commercializing life-changing medicines that transform the lives of patients with serious diseases – often with limited or no options. We have a diverse portfolio of marketed medicines and novel product candidates, from early- to late-stage development, in key therapeutic areas. Our focus is in neuroscience, including sleep medicine and movement disorders, and in oncology, including hematologic malignancies and solid tumors. We actively explore new options for patients including novel compounds, small molecules, biologics and innovative delivery technologies. Our lead marketed products are: •Xyrem® (sodium oxybate) oral solution, a 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 narcolepsy patients seven years of age and older; •Xywav™ (calcium, magnesium, potassium, and sodium oxybates) oral solution, a product that contains 92% less sodium than Xyrem, approved by FDA and launched in the U.S. in November 2020 for the treatment of cataplexy or EDS in narcolepsy patients seven years of age and older; •Sunosi® (solriamfetol), a product approved by FDA and marketed in the U.S. and in Europe to improve wakefulness in adult patients with EDS associated with narcolepsy or obstructive sleep apnea; •Zepzelca™ (lurbinectedin), a product approved by FDA in June 2020 and launched in the U.S. in July 2020 for the treatment of adult patients with metastatic small cell lung cancer, or SCLC, with disease progression on or after platinum-based chemotherapy; •Vyxeos® (daunorubicin and cytarabine) liposome for injection, a product approved in the U.S. and in Europe (where it is marketed as Vyxeos® liposomal 44 mg/100 mg powder for concentrate for solution for infusion) for the treatment of adults with newly-diagnosed therapy-related acute myeloid leukemia, or AML, or AML with myelodysplasia-related changes; •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, 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 •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. Throughout this report, unless otherwise indicated or the context otherwise requires, all references to “Jazz Pharmaceuticals,” “the registrant,” “we,” “us,” and “our” refer to Jazz Pharmaceuticals plc and its consolidated subsidiaries. Throughout this report, all references to “ordinary shares” refer to Jazz Pharmaceuticals plc’s ordinary shares. Basis of Presentation These unaudited condensed consolidated financial statements have been prepared following the requirements of the U.S. Securities and Exchange Commission for interim reporting. As permitted under those rules, certain footnotes and other financial information that are normally required by U.S. generally accepted accounting principles, or U.S. GAAP, can be condensed or omitted. The information included in this Quarterly Report on Form 10‑Q should be read in conjunction with our annual consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2020. In the opinion of management, these condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments, considered necessary for the fair presentation of our financial position and operating results. The results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021, for any other interim period or for any future period. Our significant accounting policies have not changed substantially from those previously described in our Annual Report on Form 10-K for the year ended December 31, 2020. These condensed consolidated financial statements include the accounts of Jazz Pharmaceuticals plc and our subsidiaries, and intercompany transactions and balances have been eliminated. Our operating segment is reported in a manner consistent with the internal reporting provided to the chief operating decision maker, or CODM. Our CODM has been identified as our chief executive officer. We have determined that we operate in one business segment, which is the identification, development and commercialization of meaningful pharmaceutical products that address unmet medical needs. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures in the condensed consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Actual results could differ materially from those estimates. Adoption of New Accounting Standards In December 2019, the Financial Accounting Standards Board, or FASB, issued ASU No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes", which simplifies the accounting for income taxes by removing certain exceptions to the general principles in the existing guidance for income taxes and making other minor improvements. We adopted this standard on January 1, 2021 and adoption did not have a material impact on our consolidated financial statements. Variable Interest Entity In the three months ended March 31, 2021, we invested in a cell of a protected cell company, or the protected cell, as part of our directors’ and officers’ liability risk financing strategy. Based on our control and the structure of the protected cell, we concluded that Jazz is the primary beneficiary of the protected cell and is required to consolidate the protected cell. The insurance premium payable to the protected cell for the three months ended March 31, 2021 and the protected cell’s assets and liabilities as of March 31, 2021 were immaterial. Significant Risks and Uncertainties With the global impact of the COVID-19 pandemic, we have developed a comprehensive response strategy including establishing cross-functional response teams and implementing business continuity plans to manage the impact of the COVID-19 pandemic on our employees, patients and our business. Since the second quarter of 2020, we have been experiencing financial and other impacts of the pandemic, and given the global economic slowdown, the overall disruption of global healthcare systems and the other risks and uncertainties associated with the pandemic, we expect that our business, financial condition, results of operations and growth prospects will continue to be adversely affected in future quarters. With respect to our commercialization activities, the evolving effects of the COVID-19 pandemic continue to have a negative impact on demand, new patient starts and treatments for our products, primarily due to the inherent limitations of telemedicine and a reprioritization of healthcare resources toward COVID-19. The extent of the impact on our ability to generate sales of and revenues from our approved products, execute on new product launches, our clinical development and regulatory efforts, our corporate development objectives and the value of and market for our ordinary shares, will depend on future developments that are highly uncertain and cannot be predicted with confidence at this time, such as the ultimate duration and severity of the pandemic, governmental “stay-at-home” orders and travel restrictions, quarantines, social distancing and business closure requirements in the U.S., Ireland and other countries, and the effectiveness of vaccination programs and other actions taken globally to contain and treat the disease. Our business has been substantially dependent on Xyrem and while we expect that our business will continue to be substantially dependent on oxybate product sales from both Xyrem and Xywav, there is no guarantee that we can maintain oxybate sales at or near historical levels, or that oxybate sales will continue to grow. Our ability to maintain or increase oxybate sales is subject to a number of risks and uncertainties including, without limitation, those related to the introduction of authorized generic and generic versions of sodium oxybate and/or new products for treatment of cataplexy and/or EDS in narcolepsy in the U.S. market, the current and potential impacts of the ongoing COVID-19 pandemic, including the current and expected future negative impact on demand for our products and the uncertainty with respect to our ability to meet commercial demand in the future, increased pricing pressure from, changes in policies by, or restrictions on reimbursement imposed by, third party payers, including our ability to obtain and maintain adequate coverage and reimbursement for Xywav, challenges to our intellectual property around Xyrem and Xywav, and continued acceptance of Xyrem by physicians and patients and acceptance of Xywav by payers, physicians and patients. In addition to risks related specifically to Xyrem and Xywav, we are subject to other challenges and risks related to successfully commercializing a portfolio of oncology products and other neuroscience products, including Sunosi, Defitelio, Erwinaze, Vyxeos and Zepzelca, and other risks specific to our business and our ability to execute on our strategy, as well as risks and uncertainties common to companies in the pharmaceutical industry with development and commercial operations, including, without limitation, risks and uncertainties associated with: obtaining regulatory approval of our late-stage product candidates; effectively commercializing our recently approved products such as Sunosi, Zepzelca and Xywav; obtaining and maintaining adequate coverage and reimbursement for our products; increasing scrutiny of pharmaceutical product pricing and resulting changes in healthcare laws and policy; market acceptance; delays or problems in the supply of our products, loss of single source suppliers or failure to comply with manufacturing regulations; identifying, acquiring or in-licensing additional products or product candidates; pharmaceutical product development and the inherent uncertainty of clinical success; the challenges of protecting and enhancing our intellectual property rights; complying with applicable regulatory requirements; and possible restrictions on our ability and flexibility to pursue certain future opportunities as a result of our substantial outstanding debt obligations. In addition, the pending acquisition of GW Pharmaceuticals plc, or GW, may not be completed on the currently contemplated timeline or terms, or at all, and even if consummated, the anticipated benefits of the pending acquisition to us may not be realized fully within the expected timeframe or at all or may take longer to realize or cost more than expected, which could materially and adversely affect our business, financial condition, results of operations and growth prospects. Moreover, to the extent the COVID-19 pandemic continues to adversely affect our business and results of operations, it may also have the effect of heightening many of the other risks and uncertainties discussed above. We discuss many of these risks, uncertainties and other risk factors in greater detail under Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2020. Concentrations of Risk Financial instruments that potentially subject us to concentrations of credit risk consist of cash, cash equivalents, investments and derivative contracts. Our investment policy permits investments in U.S. federal government and federal agency securities, corporate bonds or commercial paper issued by U.S. corporations, money market instruments, certain qualifying money market mutual funds, certain repurchase agreements, and tax-exempt obligations of U.S. states, agencies and municipalities and places restrictions on credit ratings, maturities, and concentration by type and issuer. We are exposed to credit risk in the event of a default by the financial institutions holding our cash, cash equivalents and investments to the extent recorded on the balance sheet. We manage our foreign currency transaction risk and interest rate risk within specified guidelines through the use of derivatives. All of our derivative instruments are utilized for risk management purposes, and we do not use derivatives for speculative trading purposes. As of March 31, 2021, we had foreign exchange forward contracts with notional amounts totaling $425.1 million. As of March 31, 2021, the outstanding foreign exchange forward contracts had a net liability fair value of $10.7 million. As of March 31, 2021, we had interest rate swap contracts with notional amounts totaling $300.0 million. These outstanding interest rate swap contracts had a net liability fair value of $1.5 million as of March 31, 2021. The counterparties to these contracts are large multinational commercial banks, and we believe the risk of nonperformance is not significant. We are also subject to credit risk from our accounts receivable related to our product sales. We monitor our exposure within accounts receivable and record a reserve against uncollectible accounts receivable as necessary. We extend credit to pharmaceutical wholesale distributors and specialty pharmaceutical distribution companies, primarily in the U.S., and to other international distributors and hospitals. Customer creditworthiness is monitored and collateral is not required. We monitor deteriorating economic conditions in certain European countries which may result in variability of the timing of cash receipts and an increase in the average length of time that it takes to collect accounts receivable outstanding. Historically, we have not experienced significant credit losses on our accounts receivable and as of March 31, 2021 and December 31, 2020, allowances on receivables were not material. As of March 31, 2021, two customers accounted for 81% of gross accounts receivable, Express Scripts Specialty Distribution Services, Inc. and its affiliates, or ESSDS, which accounted for 67% of gross accounts receivable, and McKesson Corporation and affiliates, or McKesson, which accounted for 14% of gross accounts receivable. As of December 31, 2020, two customers accounted for 80% of gross accounts receivable, ESSDS, which accounted for 68% of gross accounts receivable, and McKesson, which accounted for 12% of gross accounts receivable. We depend on single source suppliers for most of our products, product candidates and their active pharmaceutical ingredients, or APIs. With respect to Xyrem, the API is manufactured for us by a single source supplier and the finished product is manufactured both by us in our facility in Athlone, Ireland and by our U.S.-based Xyrem supplier. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, which simplifies the accounting for convertible instruments by eliminating the requirement to separate embedded conversion features from the host contract when the conversion features are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. By removing the separation model, a convertible debt instrument will be reported as a single liability instrument with no separate accounting for embedded conversion features. This new standard also removes certain settlement conditions that are required for contracts to qualify for equity classification and eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. This new standard will be effective for us for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than the fiscal year beginning after December 15, 2020. We may elect to apply the amendments on a retrospective or modified retrospective basis. We are currently evaluating the timing, method of adoption and overall impact of this standard on our consolidated financial statements.

Acquisition Agreement	3 Months Ended
Acquisition Agreement	Mar. 31, 2021
Business Combinations [Abstract]
Acquisition Agreement	Acquisition Agreement GW Transaction Agreement On February 3, 2021, we announced that we have entered into a definitive transaction agreement, or the GW Transaction Agreement, with GW under which a wholly-owned subsidiary of ours, Jazz Pharmaceuticals UK Holdings Limited, or Acquisition Sub, agreed to acquire GW. The GW Transaction Agreement provides, among other things, that subject to the satisfaction or waiver of the conditions set forth in the GW Transaction Agreement, Acquisition Sub will acquire the entire issued share capital of GW pursuant to a scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006, or Scheme of Arrangement, which we refer to as the GW Acquisition. Under the GW Transaction Agreement, at the effective time of the Scheme of Arrangement, all GW ordinary shares issued and outstanding will be transferred to Acquisition Sub, and the holders of GW ordinary shares will have the right to receive, for each such share, (a) $16.662⁄3 in cash and (b) an amount of our ordinary shares determined based on the exchange ratio, which exchange ratio will be determined as follows: •If the volume-weighted weighted average sales price of our ordinary shares, as determined in accordance with the GW Transaction Agreement, or the Defined VWAP, is greater than $139.72 but less than $170.76, the exchange ratio will be an amount equal to the quotient obtained by dividing (x) $1.662⁄3 by (y) the Defined VWAP; •If the Defined VWAP is equal to or less than $139.72, the exchange ratio will be 0.011929; or •If the Defined VWAP is an amount equal to or greater than $170.76, the exchange ratio will be 0.009760. Because each American Depositary Share in GW, or GW ADSs, represents a beneficial interest in 12 GW ordinary shares, holders of GW ADSs will be entitled to receive 12 times the foregoing cash and share amounts, or (1) $200.00 in cash and (2) $20.00 in the form of our ordinary shares with the actual number of our ordinary shares being determined based on the exchange ratio set out above. The total consideration to be paid by us for the entire issued share capital of GW is approximately $7.2 billion. The GW Transaction Agreement contains customary representations and warranties given by GW and us, covenants regarding the conduct of GW’s business prior to the consummation of the GW Acquisition, termination rights and other customary provisions. The GW Acquisition is expected to close in the first half of May 2021, subject to the satisfaction or waiver of the conditions set forth in the GW Transaction Agreement.

Cash and Available-for-Sale Securities

3 Months Ended

Mar. 31, 2021

Investments, Debt and Equity Securities [Abstract]

Cash and Available-for-Sale Securities

Cash, cash equivalents and investments consisted of the following (in thousands):


	March 31, 2021
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Cash and Cash Equivalents		Investments
Cash	$	851,856	$	—	$	—	$	851,856	$	851,856	$	—
Time deposits	1,295,000		—		—		1,295,000		960,000		335,000
Money market funds	285,677		—		—		285,677		285,677		—
Totals	$	2,432,533	$	—	$	—	$	2,432,533	$	2,097,533	$	335,000


	December 31, 2020
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Cash and Cash Equivalents		Investments
Cash	$	517,117	$	—	$	—	$	517,117	$	517,117	$	—
Time deposits	1,360,000		—		—		1,360,000		285,000		1,075,000
Money market funds	255,652		—		—		255,652		255,652		—
Totals	$	2,132,769	$	—	$	—	$	2,132,769	$	1,057,769	$	1,075,000

Cash equivalents and investments are considered available-for-sale securities. We use the specific-identification method for calculating realized gains and losses on securities sold and include them in interest expense, net in the condensed consolidated statements of income (loss). Our investment balances represent time deposits with original maturities of greater than three months and less than one year. Interest income from available-for-sale securities was $1.2 million and $4.4 million in the three months ended March 31, 2021 and 2020, respectively.

Fair Value Measurement

3 Months Ended

Mar. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurement

The following table summarizes, by major security type, our available-for-sale securities and derivative contracts as of March 31, 2021 and December 31, 2020 that were measured at fair value on a recurring basis and were categorized using the fair value hierarchy (in thousands):


	March 31, 2021				December 31, 2020
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Total Estimated Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Total Estimated Fair Value
Assets:
Available-for-sale securities:
Time deposits	$	—	$	1,295,000	$	1,295,000	$	—	$	1,360,000	$	1,360,000
Money market funds	285,677		—		285,677		255,652		—		255,652

Foreign exchange forward contracts	—		488		488		—		11,907		11,907
Totals	$	285,677	$	1,295,488	$	1,581,165	$	255,652	$	1,371,907	$	1,627,559
Liabilities:
Interest rate contracts	$	—	$	1,527	$	1,527	$	—	$	2,835	$	2,835
Foreign exchange forward contracts	—		11,149		11,149		—		790		790
Totals	$	—	$	12,676	$	12,676	$	—	$	3,625	$	3,625

As of March 31, 2021, our available-for-sale securities included time deposits and money market funds and their carrying values were approximately equal to their fair values. Time deposits were measured at fair value using Level 2 inputs and money market funds were measured using quoted prices in active markets, which represent Level 1 inputs. Level 2 inputs, obtained from various third party data providers, represent quoted prices for similar assets in active markets, or these inputs were derived from observable market data, or if not directly observable, were derived from or corroborated by other observable market data.

Our derivative assets and liabilities include interest rate and foreign exchange derivatives that are measured at fair value using observable market inputs such as forward rates, interest rates, our own credit risk as well as an evaluation of our counterparties’ credit risks. Based on these inputs, the derivative assets and liabilities are classified within Level 2 of the fair value hierarchy.

There were no transfers between the different levels of the fair value hierarchy in 2021 or 2020.

As of March 31, 2021, the carrying amount of investments measured using the measurement alternative for equity investments without a readily determinable fair value was $4.5 million. The carrying amount, which is recorded within other non-current assets, represents the purchase price paid in 2018.

As of March 31, 2021, the estimated fair values of our 1.875% exchangeable senior notes due 2021, or the 2021 Notes, our 1.50% exchangeable senior notes due 2024, or the 2024 Notes, and our 2.00% exchangeable senior notes due 2026, or the 2026 Notes, were approximately $224 million, $625 million and $1.3 billion, respectively. The fair values of the 2021 Notes, the 2024 Notes and the 2026 Notes, which we refer to collectively as the Exchangeable Senior Notes, were estimated using quoted market prices obtained from brokers (Level 2). The estimated fair value of our borrowing under our term loan was approximately equal to its book value based on the borrowing rates currently available for variable rate loans (Level 2).

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Derivative Instruments and Hedging Activities

3 Months Ended

Mar. 31, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities

We are exposed to certain risks arising from operating internationally, including fluctuations in interest rates on our outstanding term loan borrowings and fluctuations in foreign exchange rates primarily related to the translation of euro-denominated net monetary liabilities, including intercompany balances, held by subsidiaries with a U.S. dollar functional currency. We manage these exposures within specified guidelines through the use of derivatives. All of our derivative instruments are utilized for risk management purposes, and we do not use derivatives for speculative trading purposes.

To achieve a desired mix of floating and fixed interest rates on our variable rate debt, we entered into interest rate swap agreements in March 2017 which are effective until July 2021. These agreements hedge contractual term loan interest rates. As of March 31, 2021 and December 31, 2020, the interest rate swap agreements had a notional amount of $300.0 million. As a result of these agreements, the interest rate on a portion of our term loan borrowings was fixed at 1.895%, plus the borrowing spread, until July 12, 2021.

The effective portion of changes in the fair value of derivatives designated as, and that qualify as, cash flow hedges is recorded in accumulated other comprehensive loss and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The impact on accumulated other comprehensive income (loss) and earnings from derivative instruments that qualified as cash flow hedges for the three months ended March 31, 2021 and 2020 was as follows (in thousands):


	Three Months Ended March 31,
Interest Rate Contracts:	2021		2020
Loss recognized in accumulated other comprehensive loss, net of tax	$	(16)	$	(4,200)
Loss reclassified from accumulated other comprehensive loss to interest expense, net of tax	1,160		147

Assuming no change in London Inter-Bank Offered Rate, or LIBOR, based interest rates from market rates as of March 31, 2021, $1.3 million of losses, net of tax, recognized in accumulated other comprehensive loss will be reclassified to earnings over the next 12 months.

We enter into foreign exchange forward contracts, with durations of up to 12 months, designed to limit the exposure to fluctuations in foreign exchange rates related to the translation of certain non-U.S. dollar denominated liabilities, including intercompany balances. Hedge accounting is not applied to these derivative instruments as gains and losses on these hedge transactions are designed to offset gains and losses on underlying balance sheet exposures. As of March 31, 2021 and December 31, 2020, the notional amount of foreign exchange contracts where hedge accounting is not applied was $425.1 million and $357.4 million, respectively.

The foreign exchange gain (loss) in our condensed consolidated statements of income (loss) included the following losses associated with foreign exchange contracts not designated as hedging instruments (in thousands):


	Three Months Ended March 31,
Foreign Exchange Forward Contracts:	2021		2020
Loss recognized in foreign exchange gain (loss)	$	(13,050)	$	(6,139)

The cash flow effects of our derivative contracts for the three months ended March 31, 2021 and 2020 are included within net cash provided by operating activities in the condensed consolidated statements of cash flows.

The following tables summarize the fair value of outstanding derivatives (in thousands):

March 31, 2021

Asset Derivatives

Liability Derivatives

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Derivatives designated as hedging instruments:

Interest rate contracts

Other current assets

—

Accrued liabilities

1,527

Derivatives not designated as hedging instruments:

Foreign exchange forward contracts

Other current assets

488

Accrued liabilities

11,149

Total fair value of derivative instruments

488

12,676

December 31, 2020

Asset Derivatives

Liability Derivatives

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Derivatives designated as hedging instruments:

Interest rate contracts

Other current assets

—

Accrued liabilities

2,835

Derivatives not designated as hedging instruments:

Foreign exchange forward contracts

Other current assets

11,907

Accrued liabilities

790

Total fair value of derivative instruments

11,907

3,625

Although we do not offset derivative assets and liabilities within our condensed consolidated balance sheets, our International Swap and Derivatives Association agreements provide for net settlement of transactions that are due to or from the same counterparty upon early termination of the agreement due to an event of default or other termination event. The following tables summarize the potential effect on our condensed consolidated balance sheets of offsetting our interest rate contracts and foreign exchange forward contracts subject to such provisions (in thousands):


	March 31, 2021
	Gross Amounts of Recognized Assets/ Liabilities		Gross Amounts Offset in the Consolidated Balance Sheet		Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet		Gross Amounts Not Offset in the Consolidated Balance Sheet
Description							Derivative Financial Instruments		Cash Collateral Received (Pledged)		Net Amount
Derivative assets	$	488	$	—	$	488	$	(488)	$	—	$	—
Derivative liabilities	(12,676)		—		(12,676)		488		—		(12,188)


	December 31, 2020
	Gross Amounts of Recognized Assets/ Liabilities		Gross Amounts Offset in the Consolidated Balance Sheet		Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet		Gross Amounts Not Offset in the Consolidated Balance Sheet
Description							Derivative Financial Instruments		Cash Collateral Received (Pledged)		Net Amount
Derivative assets	$	11,907	$	—	$	11,907	$	(2,207)	$	—	$	9,700
Derivative liabilities	(3,625)		—		(3,625)		2,207		—		(1,418)

Inventories

3 Months Ended

Mar. 31, 2021

Inventory Disclosure [Abstract]

Inventories

Inventories consisted of the following (in thousands):


	March 31, 2021		December 31, 2020
Raw materials	$	23,415	$	16,003
Work in process	52,117		45,758
Finished goods	39,943		33,635
Total inventories	$	115,475	$	95,396

Goodwill and Intangible Assets

3 Months Ended

Mar. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

The gross carrying amount of goodwill was as follows (in thousands):


Balance at December 31, 2020	$	958,303

Foreign exchange	(19,905)
Balance at March 31, 2021	$	938,398

The gross carrying amounts and net book values of our intangible assets were as follows (in thousands):


	March 31, 2021							December 31, 2020
	Remaining Weighted- Average Useful Life (In years)	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value
Acquired developed technologies	12.5	$	3,326,448	$	(1,218,402)	$	2,108,046	$	3,379,162	$	(1,184,111)	$	2,195,051
Manufacturing contracts	—	12,551		(12,551)		—		13,135		(13,135)		—
Trademarks	—	2,903		(2,903)		—		2,917		(2,917)		—


Total intangible assets		$	3,341,902	$	(1,233,856)	$	2,108,046	$	3,395,214	$	(1,200,163)	$	2,195,051

The decrease in the gross carrying amount of intangible assets as of March 31, 2021 compared to December 31, 2020 reflects the negative impact of foreign currency translation adjustments due to the weakening of the euro against the U.S. dollar.

The assumptions and estimates used to determine future cash flows and remaining useful lives of our intangible and other long-lived assets are complex and subjective. They can be affected by various factors, including external factors, such as industry and economic trends, and internal factors such as changes in our business strategy and our forecasts for specific product lines.

Based on finite-lived intangible assets recorded as of March 31, 2021, and assuming the underlying assets will not be impaired and that we will not change the expected lives of the assets, future amortization expenses were estimated as follows (in thousands):


Year Ending December 31,	Estimated Amortization Expense
2021 (remainder)	$	152,570
2022	172,486
2023	172,486
2024	172,486
2025	172,486
Thereafter	1,265,532
Total	$	2,108,046

Certain Balance Sheet Items

3 Months Ended

Mar. 31, 2021

Certain Balance Sheet Items [Abstract]

Certain Balance Sheet Items

Property, plant and equipment consisted of the following (in thousands):


	March 31, 2021		December 31, 2020
Leasehold improvements	$	54,155	$	54,113
Land and buildings	47,440		47,555
Manufacturing equipment and machinery	33,096		33,465
Computer software	24,479		22,781
Computer equipment	16,785		18,749
Furniture and fixtures	11,641		11,598
Construction-in-progress	6,256		7,262

Subtotal	193,852		195,523
Less accumulated depreciation and amortization	(69,989)		(67,588)
Property, plant and equipment, net	$	123,863	$	127,935

Accrued liabilities consisted of the following (in thousands):


	March 31, 2021		December 31, 2020
Rebates and other sales deductions	$	137,337	$	127,534
Employee compensation and benefits	81,155		102,601
Sales returns reserve	20,278		18,368
Royalties	17,824		15,230
Consulting and professional services	14,201		6,660
Current portion of operating lease liabilities	14,048		14,457
Derivative instrument liabilities	12,676		3,625
Inventory-related accruals	11,199		9,809
Clinical trial accruals	10,722		9,108
Accrued interest	7,539		5,722
Selling and marketing accruals	7,304		6,742
Accrued collaboration expenses	4,918		444
Accrued construction-in-progress	835		1,119



Other	33,999		31,313
Total accrued liabilities	$	374,035	$	352,732

Debt

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Debt

The following table summarizes the carrying amount of our indebtedness (in thousands):


	March 31, 2021		December 31, 2020
2021 Notes	$	218,812	$	218,812
Unamortized discount and debt issuance costs on 2021 Notes	(3,592)		(5,883)
2021 Notes, net	215,220		212,929

2024 Notes	575,000		575,000
Unamortized discount and debt issuance costs on 2024 Notes	(89,519)		(95,275)
2024 Notes, net	485,481		479,725

2026 Notes	1,000,000		1,000,000
Unamortized discount and debt issuance costs on 2026 Notes	(172,678)		(179,518)
2026 Notes, net	827,322		820,482

Term loan	573,623		581,702


Total debt	2,101,646		2,094,838
Less current portion	248,613		246,322
Total long-term debt	$	1,853,033	$	1,848,516

Exchangeable Senior Notes

The Exchangeable Senior Notes were issued by Jazz Investments I Limited, or the Issuer, a 100%-owned finance subsidiary of Jazz Pharmaceuticals plc. The Exchangeable Senior Notes are senior unsecured obligations of the Issuer and are fully and unconditionally guaranteed on a senior unsecured basis by Jazz Pharmaceuticals plc. No subsidiary of Jazz Pharmaceuticals plc guaranteed the Exchangeable Senior Notes. Subject to certain local law restrictions on payment of dividends, among other things, and potential negative tax consequences, we are not aware of any significant restrictions on the ability of Jazz Pharmaceuticals plc to obtain funds from the Issuer or Jazz Pharmaceuticals plc’s other subsidiaries by dividend or loan, or any legal or economic restrictions on the ability of the Issuer or Jazz Pharmaceuticals plc’s other subsidiaries to transfer funds to Jazz Pharmaceuticals plc in the form of cash dividends, loans or advances. There is no assurance that in the future such restrictions will not be adopted.

As of March 31, 2021, the carrying values of the equity component of the 2021 Notes, 2024 Notes and the 2026 Notes, net of equity issuance costs, were $114.4 million, $149.8 million and $176.3 million, respectively.

Maturities

Scheduled maturities with respect to our long-term debt principal balances outstanding as of March 31, 2021 were as follows (in thousands):


Year Ending December 31,	Scheduled Long-Term Debt Maturities
2021 (remainder)	$	243,852
2022	33,387
2023	517,494
2024	575,000
2025	—
Thereafter	1,000,000
Total	$	2,369,733

Leases

3 Months Ended

Mar. 31, 2021

Leases [Abstract]

Leases

The components of the lease expense for the three months ended March 31, 2021 and 2020 were as follows (in thousands):


	Three Months Ended March 31,
Lease Cost	2021		2020
Operating lease cost	$	5,546	$	5,290
Short-term lease cost	1,375		870
Variable lease cost	1		1
Sublease income	—		(157)
Net lease cost	$	6,922	$	6,004

Supplemental balance sheet information related to operating leases was as follows (in thousands):


Leases	Classification	March 31, 2021		December 31, 2020
Assets
Operating lease assets	Operating lease assets	$	125,738	$	129,169

Liabilities
Current
Operating lease liabilities	Accrued liabilities	14,048		14,457
Non-current
Operating lease liabilities	Operating lease liabilities, less current portion	136,020		140,035
Total operating lease liabilities		$	150,068	$	154,492


Lease Term and Discount Rate	March 31, 2021		December 31, 2020
Weighted-average remaining lease term - operating leases (years)	8.6		8.7
Weighted-average discount rate - operating leases	5.3	%	5.3	%

Supplemental cash flow information related to operating leases was as follows (in thousands):


	Three Months Ended March 31,
	2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	6,293	$	6,215
Non-cash operating activities:
Operating lease assets obtained in exchange for new operating lease liabilities	$	375	$	201

Maturities of operating lease liabilities were as follows (in thousands):


Year Ending December 31,	Operating Leases
2021 (remainder)	$	16,009
2022	22,265
2023	22,352
2024	24,192
2025	18,405

Thereafter	86,495
Total lease payments	189,718
Less imputed interest	(39,650)
Present value of lease liabilities	$	150,068

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Indemnification In the normal course of business, we enter into agreements that contain a variety of representations and warranties and provide for general indemnification, including indemnification associated with product liability or infringement of intellectual property rights. Our exposure under these agreements is unknown because it involves future claims that may be made but have not yet been made against us. To date, we have not paid any claims or been required to defend any action related to these indemnification obligations. We have agreed to indemnify our executive officers, directors and certain other employees for losses and costs incurred in connection with certain events or occurrences, including advancing money to cover certain costs, subject to certain limitations. The maximum potential amount of future payments we could be required to make under the indemnification obligations is unlimited; however, we maintain insurance policies that may limit our exposure and may enable us to recover a portion of any future amounts paid. Assuming the applicability of coverage, the willingness of the insurer to assume coverage, and subject to certain retention, loss limits and other policy provisions, we believe the fair value of these indemnification obligations is not significant. Accordingly, we did not recognize any liabilities relating to these obligations as of March 31, 2021 and December 31, 2020. No assurances can be given that the covering insurers will not attempt to dispute the validity, applicability, or amount of coverage without expensive litigation against these insurers, in which case we may incur substantial liabilities as a result of these indemnification obligations. Other Commitments As of March 31, 2021, we had $88.8 million of noncancelable purchase commitments due within one year, primarily related to agreements with third party manufacturers and marketing campaigns. Legal Proceedings From June 2020 to March 2021, a number of class action lawsuits were filed on behalf of purported direct and indirect Xyrem purchasers, alleging that the patent litigation settlement agreements we entered with Hikma and other ANDA filers violate state and federal antitrust and consumer protection laws, as follows: On June 17, 2020, a class action lawsuit was filed in the United States District Court for the Northern District of Illinois by Blue Cross and Blue Shield Association, or BCBS, against Jazz Pharmaceuticals plc, Jazz Pharmaceuticals, Inc., and Jazz Pharmaceuticals Ireland Limited, or, collectively, the Company Defendants (hereinafter referred to as the BCBS Lawsuit). The BCBS Lawsuit also names Roxane Laboratories, Inc., Hikma Pharmaceuticals USA Inc., Eurohealth (USA), Inc., Hikma Pharmaceuticals plc, Amneal Pharmaceuticals LLC, Par Pharmaceuticals, Inc., Lupin Ltd., Lupin Pharmaceuticals Inc., and Lupin Inc., or, collectively, the BCBS Defendants. On June 18 and June 23, 2020, respectively, two additional class action lawsuits were filed against the Company Defendants and the BCBS Defendants: one by the New York State Teamsters Council Health and Hospital Fund in the United States District Court for the Northern District of California, and another by the Government Employees Health Association Inc. in the United States District Court for the Northern District of Illinois (hereinafter referred to as the GEHA Lawsuit). On June 18, 2020, a class action lawsuit was filed in the United States District Court for the Northern District of California by the City of Providence, Rhode Island, on behalf of itself and all others similarly situated, against Jazz Pharmaceuticals plc, and Roxane Laboratories, Inc., West-Ward Pharmaceuticals Corp., Hikma Labs Inc., Hikma Pharmaceuticals USA Inc., and Hikma Pharmaceuticals plc, or, collectively, the City of Providence Defendants. On June 30, 2020, a class action lawsuit was filed in the United States District Court for the Northern District of Illinois by UFCW Local 1500 Welfare Fund on behalf of itself and all others similarly situated, against Jazz Pharmaceuticals Ireland Ltd., Jazz Pharmaceuticals, Inc., Roxane Laboratories, Inc., Hikma Pharmaceuticals plc, Eurohealth (USA), Inc. and West-Ward Pharmaceuticals Corp., or collectively the UFCW Defendants (hereinafter referred to as the UFCW Lawsuit). On July 13, 2020, the plaintiffs in the BCBS Lawsuit and the GEHA Lawsuit dismissed their complaints in the United States District Court for the Northern District of Illinois, and refiled their respective lawsuits in the United States District Court for the Northern District of California. On July 14, 2020, the plaintiffs in the UFCW Lawsuit dismissed their complaint in the United States District Court for the Northern District of Illinois and on July 15, 2020, refiled their lawsuit in the United States District Court for the Northern District of California. On July 31, 2020, a class action lawsuit was filed in the United States District Court for the Southern District of New York by the A.F. of L.-A.G.C Building Trades Welfare Plan on behalf of itself and all others similarly situated, against Jazz Pharmaceuticals plc (hereinafter referred to as the AFL Plan Lawsuit). The AFL Plan Lawsuit also names Roxane Laboratories Inc., West-Ward Pharmaceuticals Corp., Hikma Labs Inc., Hikma Pharmaceuticals plc, Amneal Pharmaceuticals LLC, Par Pharmaceuticals Inc., Lupin Ltd., Lupin Pharmaceuticals, Inc., and Lupin Inc. On August 14, 2020, an additional class action lawsuit was filed in the United States District Court for the Southern District of New York by the Self-Insured Schools of California on behalf of itself and all others similarly situated, against the Company Defendants, as well as Hikma Pharmaceuticals plc, Eurohealth (USA) Inc., Hikma Pharmaceuticals USA, Inc., West-Ward Pharmaceuticals Corp., Roxane Laboratories, Inc., Amneal Pharmaceuticals LLC, Endo International, plc, Endo Pharmaceuticals LLC, Par Pharmaceutical, Inc., Lupin Ltd., Lupin Pharmaceuticals Inc., Lupin Inc., Sun Pharmaceutical Industries Ltd., Sun Pharmaceutical Holdings USA, Inc., Sun Pharmaceutical Industries, Inc., Ranbaxy Laboratories Ltd., Teva Pharmaceutical Industries Ltd., Watson Laboratories, Inc., Wockhardt Ltd., Morton Grove Pharmaceuticals, Inc., Wockhardt USA LLC, Mallinckrodt plc, and Mallinckrodt LLC (hereinafter the Self-Insured Schools Lawsuit). On September 16, 2020, an additional class action lawsuit was filed in the United States District Court for the Northern District of California, by Ruth Hollman on behalf of herself and all others similarly situated, against the same defendants named in the Self-Insured Schools Lawsuit. The plaintiffs in certain of these lawsuits are seeking to represent a class of direct purchasers of Xyrem, and the plaintiffs in the remaining lawsuits are seeking to represent a class of indirect purchasers of Xyrem. Each of the lawsuits generally alleges violations of U.S. federal and state antitrust, consumer protection, and unfair competition laws in connection with the Company Defendants’ conduct related to Xyrem, including actions leading up to, and entering into, patent litigation settlement agreements with each of the other named defendants. Each of the lawsuits seeks monetary damages, exemplary damages, equitable relief against the alleged unlawful conduct, including disgorgement of profits and restitution, and injunctive relief. It is possible that additional lawsuits will be filed against the Company Defendants making similar or related allegations. If the plaintiffs were to be successful in their claims, they may be entitled to injunctive relief or we may be required to pay significant monetary damages, which could have a material adverse effect on our business, financial condition, results of operations and growth prospects. In December 2020, these cases were centralized and transferred to the United States District Court for the Northern District of California, where the multidistrict litigation will proceed for the purpose of discovery and pre-trial proceedings. In January 2021, the Court issued a Case Management Order that schedules this case for trial in February 2023. On March 18, 2021, United Healthcare Services, Inc. filed a lawsuit in the United States District Court for the District of Minnesota against the Company Defendants, Hikma Pharmaceuticals plc, Roxane Laboratories, Inc., Hikma Pharmaceuticals USA Inc., Eurohealth (USA) Inc., Amneal Pharmaceuticals LLC, Par Pharmaceutical Inc., Lupin Ltd., and Lupin Pharmaceuticals, Inc., raising similar allegations, or the UHS Lawsuit. On March 24, 2021, the U.S. Judicial Panel on Multidistrict Litigation conditionally transferred the UHS Lawsuit to the United States District Court for the Northern District of California, where it was consolidated for discovery and pre-trial proceedings with the other cases. On March 15, 2021, GW filed a definitive proxy statement, or Proxy Statement, with the Securities and Exchange Commission in connection with the GW Acquisition. Since the filing of the Proxy Statement, Jazz Pharmaceuticals plc has been named in two lawsuits filed in state and federal courts in New York on March 17, 2021 by purported GW shareholders in connection with the GW Acquisition, the first was filed in the United States District Court for the Southern District New York by James Farrell, referred to as the Farrell Lawsuit, and an additional suit was filed in New York state court by Brian Levy, or the Levy Lawsuit. In addition to Jazz Pharmaceuticals plc, Jazz Pharmaceuticals UK Holdings Ltd., GW Pharmaceuticals plc, and the GW Board of Directors are named as defendants in the Farrell Lawsuit. In the Levy Lawsuit, GW Pharmaceuticals plc, the GW Board of Directors, Centerview Partners LLC, and Goldman Sachs & Co. LLC are named as defendants. In addition to the Farrell Lawsuit and the Levy Lawsuit, ten additional suits have been filed in New York, California, and Pennsylvania federal courts by purported GW shareholders against GW Pharmaceuticals plc and its Board of Directors, but which do not name any Jazz Pharmaceuticals parties, referred to as the GW Litigation, and collectively with the Farrell Lawsuit and the Levy Lawsuit, as the Transaction Litigation. In the Transaction Litigation, the plaintiffs allege that the Proxy Statement omitted material information and contained misrepresentations, and that the individual members of the GW Board of Directors breached their fiduciary duties, in violation of state and federal laws, including the Securities Exchange Act of 1934. The plaintiffs in the Transaction Litigation sought various remedies, including injunctive relief to prevent the consummation of the GW Acquisition unless certain allegedly material information was disclosed, or in the alternative, rescission or damages. On April 14, 2021, GW filed a Form 8-K containing supplemental disclosures related to the GW Acquisition. Pursuant to a memorandum of understanding between the parties, the Levy Lawsuit was dismissed on April 14, 2021. Jazz does not believe any of GW’s supplemental disclosures were material or required by law, and further believes that the claims in the Transaction Litigation are meritless. Jazz will continue to defend itself in the remaining Transaction Litigation. From time to time we are involved in legal proceedings arising in the ordinary course of business. We believe there is no other litigation pending that could have, individually or in the aggregate, a material adverse effect on our results of operations or financial condition.

Shareholders' Equity

3 Months Ended

Mar. 31, 2021

Stockholders' Equity Note [Abstract]

Shareholders' Equity

Shareholders’ Equity

Share Repurchase Program

In November 2016, our board of directors authorized a share repurchase program and as of March 31, 2021 had authorized the repurchase of ordinary shares having an aggregate purchase price of up to $1.5 billion, exclusive of any brokerage commissions. Under this program, which has no expiration date, we may repurchase ordinary shares from time to time on the open market. 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 the amended credit agreement, corporate and regulatory requirements and market conditions. The share repurchase program may be modified, suspended or discontinued at any time without prior notice. During the three months ended March 31, 2021, we did not repurchase any of our ordinary shares. As of March 31, 2021, the remaining amount authorized under the share repurchase program was $431.2 million.

Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss) as of March 31, 2021 and December 31, 2020 were as follows (in thousands):


	Net Unrealized Loss From Hedging Activities		Foreign Currency Translation Adjustments		Total Accumulated Other Comprehensive Loss
Balance at December 31, 2020	$	(2,467)	$	(131,885)	$	(134,352)


Other comprehensive loss before reclassifications	(16)		(46,220)		(46,236)
Amounts reclassified from accumulated other comprehensive loss	1,160		—		1,160
Other comprehensive income (loss), net	1,144		(46,220)		(45,076)
Balance at March 31, 2021	$	(1,323)	$	(178,105)	$	(179,428)

During the three months ended March 31, 2021, other comprehensive loss reflects foreign currency translation adjustments, primarily due to the weakening of the euro against the U.S. dollar.

Net Income (Loss) per Ordinary Share

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Net Income (Loss) per Ordinary Share

Basic net income (loss) per ordinary share is based on the weighted-average number of ordinary shares outstanding. Diluted net income (loss) per ordinary share is based on the weighted-average number of ordinary shares outstanding and potentially dilutive ordinary shares outstanding.

Basic and diluted net income (loss) per ordinary share were computed as follows (in thousands, except per share amounts):


	Three Months Ended March 31,
	2021		2020
Numerator:


Net income (loss)	$	121,832	$	(157,833)
Denominator:
Weighted-average ordinary shares used in per share calculations - basic	56,468		55,956
Dilutive effect of employee equity incentive and purchase plans	1,584		—
Dilutive effect of Exchangeable Senior Notes	341		—
Weighted-average ordinary shares used in per share calculations - diluted	58,393		55,956

Net income (loss) per ordinary share:



Basic	$	2.16	$	(2.82)



Diluted	$	2.09	$	(2.82)

Potentially dilutive ordinary shares from our employee equity incentive and purchase plans and the Exchangeable Senior Notes are determined by applying the treasury stock method to the assumed exercise of share options, the assumed vesting of outstanding restricted stock units, or RSUs, the assumed issuance of ordinary shares under our employee stock purchase plan, or ESPP, and the assumed issuance of ordinary shares upon exchange of the Exchangeable Senior Notes. The potential issue of ordinary shares issuable upon exchange of the Exchangeable Senior Notes had no effect on diluted net income (loss) per ordinary share for the three months ended March 31, 2020 because the average price of our ordinary shares for the three months ended March 31, 2020 did not exceed the effective exchange prices per ordinary share of the Exchangeable Senior Notes.

The following table represents the weighted-average ordinary shares that were excluded from the calculation of diluted net income (loss) per ordinary share for the periods presented because including them would have an anti-dilutive effect (in thousands):


	Three Months Ended March 31,
	2021	2020
Exchangeable Senior Notes	9,798	5,504
Options, RSUs and ESPP	1,671	5,611

Revenues

3 Months Ended

Mar. 31, 2021

Revenue from Contract with Customer [Abstract]

Revenues

The following table presents a summary of total revenues (in thousands):


	Three Months Ended March 31,
	2021		2020
Xyrem	$	335,550	$	407,875
Xywav	75,416		—
Total Oxybate	410,966		407,875
Sunosi	11,606		1,924
Total Neuroscience	422,572		409,799
Zepzelca	54,334		—
Vyxeos	33,155		32,720
Defitelio/defibrotide	49,619		47,432
Erwinaze/Erwinase	41,068		37,732
Total Oncology	178,176		117,884
Other	2,783		2,522
Product sales, net	603,531		530,205
Royalties and contract revenues	4,050		4,521
Total revenues	$	607,581	$	534,726

The following table presents a summary of total revenues attributed to geographic sources (in thousands):


	Three Months Ended March 31,
	2021		2020
United States	$	548,292	$	477,789
Europe	47,233		41,556
All other	12,056		15,381
Total revenues	$	607,581	$	534,726

The following table presents a summary of the percentage of total revenues from customers that represented more than 10% of our total revenues:


	Three Months Ended March 31,
	2021		2020
ESSDS	67	%	76	%
McKesson	14	%	13	%

Financing and payment

Our payment terms vary by the type and location of our customer but payment is generally required in a term ranging from 30 to 45 days.

Contract Liabilities - Deferred Revenue

The deferred revenue balance as of March 31, 2021 primarily related to deferred upfront fees received from Nippon Shinyaku Co., Ltd., or Nippon Shinyaku, in connection with two license, development and commercialization agreements granting Nippon Shinyaku exclusive rights to develop and commercialize each of Defitelio and Vyxeos in Japan. We recognized contract revenues of $0.6 million during the three months ended March 31, 2021, relating to these upfront payments. The deferred revenue balances are being recognized over an average of four years representing the period over which we expect to perform our research and developments obligations under each agreement.

The following table presents a reconciliation of our beginning and ending balances in contract liabilities from contracts with customers for the three months ended March 31, 2021 (in thousands):


	Contract Liabilities
Balance as of December 31, 2020	$	4,861

Amount recognized within royalties and contract revenues	(636)
Balance as of March 31, 2021	$	4,225

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

+ Details

Share-Based Compensation

3 Months Ended

Mar. 31, 2021

Share-based Payment Arrangement [Abstract]

Share-Based Compensation

Share-based compensation expense related to share options, RSUs and grants under our ESPP was as follows (in thousands):


	Three Months Ended March 31,
	2021		2020
Selling, general and administrative	$	23,846	$	20,596
Research and development	8,643		6,385
Cost of product sales	1,996		1,673
Total share-based compensation expense, pre-tax	34,485		28,654
Income tax benefit from share-based compensation expense	(6,587)		(3,121)
Total share-based compensation expense, net of tax	$	27,898	$	25,533

Share Options

The table below shows the number of shares underlying options granted to purchase our ordinary shares, the weighted-average assumptions used in the Black-Scholes option pricing model and the resulting weighted-average grant date fair value of share options granted:


	Three Months Ended March 31,
	2021			2020
Shares underlying options granted (in thousands)	95			565
Grant date fair value	$	51.33		$	33.65
Black-Scholes option pricing model assumption information:
Volatility	37		%	32		%
Expected term (years)	4.5			4.6
Range of risk-free rates	0.4-0.8%			0.8-1.6%
Expected dividend yield	—		%	—		%

Restricted Stock Units

The table below shows the number of RSUs granted covering an equal number of our ordinary shares and the weighted-average grant date fair value of RSUs granted:


	Three Months Ended March 31,
	2021		2020
RSUs granted (in thousands)	1,201		959
Grant date fair value	$	169.87	$	114.19

The fair value of RSUs is determined on the date of grant based on the market price of our ordinary shares on that date. The fair value of RSUs is expensed ratably over the vesting period, generally over four years.

As of March 31, 2021, compensation cost not yet recognized related to unvested share options and RSUs was $52.0 million and $275.1 million, respectively, which is expected to be recognized over a weighted-average period of 2.2 years and 3.2 years, respectively.

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes Our income tax provision was $18.0 million in the three months ended March 31, 2021, compared to an income tax benefit of $51.3 million for the same period in 2020. The effective tax rate was 13.3% in the three months ended March 31, 2021 compared to 24.5% for the same period in 2020. The decrease in the effective tax rate for the three months ended March 31, 2021 compared to the same period in 2020 was primarily due to the impact of the defibrotide acquired in-process research and development, or IPR&D, asset impairment charge and the acquired IPR&D expense relating to the $200.0 million upfront payment to Pharma Mar, S.A., or PharmaMar, for the exclusive U.S. commercialization and development rights to Zepzelca in 2020, and changes in income mix among the various jurisdictions in which we operate. The effective tax rate for the three months ended March 31, 2021 was higher than the Irish statutory rate of 12.5% primarily due to the impact of various expenses not deductible for tax purposes, income taxable at a rate higher than the Irish statutory rate and uncertain tax positions, partially offset by deductions available in respect of subsidiary equity and originating tax credits. We do not provide for Irish income taxes on undistributed earnings of our foreign operations that are intended to be indefinitely reinvested in our foreign subsidiaries. Our net deferred tax asset is comprised primarily of U.S. federal and state tax credits, U.S. federal and state and foreign net operating loss carryforwards and other temporary differences, and is net of deferred tax liabilities related to acquired intangible assets. We maintain a valuation allowance against certain foreign and U.S. deferred tax assets. Each reporting period, we evaluate the need for a valuation allowance on our deferred tax assets by jurisdiction and adjust our estimates as more information becomes available. We are required to recognize the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. As a result, we have recorded an unrecognized tax benefit for certain tax benefits which we judge may not be sustained upon examination. Our most significant tax jurisdictions are Ireland and the U.S. (both at the federal level and in various state jurisdictions). For Ireland we are no longer subject to income tax audits by taxing authorities for the years prior to 2016. The U.S. jurisdictions generally have statute of limitations three to four years from the later of the return due date or the date when the return was filed. However, in the U.S. (at the federal level and in most states), carryforwards that were generated in 2016 and earlier may still be adjusted upon examination by the tax authorities. During the three months ended March 31, 2021, certain of our subsidiaries were under examination by the French tax authorities for the years ended December 31, 2012, 2013 and 2015 through 2019. Due to the subjective nature of the transfer pricing issues involved, the Company reached an agreement with the French tax authorities to settle the audits for all open years. The settlement agreement in respect of 2012 and 2013 has been finalized and the Company paid incremental taxes, interest and penalties of $18.6 million during the three months ended March 31, 2021 to close the audit of those periods. Settlements in respect of 2015 through 2019 are also expected to be finalized and paid in 2021, and $1.1 million has been accrued in this respect. Certain of our Italian subsidiaries are currently under examination by the Italian tax authorities for the year ended December 31, 2017. Certain of our Luxembourg subsidiaries are currently under examination by the Luxembourg tax authorities for the years ended December 31, 2017 and 2018. Our German subsidiary is currently under examination by the German tax authorities for the years ended December 31, 2017, 2018 and 2019.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Subsequent Event	3 Months Ended
Subsequent Event	Mar. 31, 2021
Subsequent Events [Abstract]
Subsequent Event	Subsequent Event Pending GW Acquisition The respective obligations of GW and us to consummate the GW Acquisition are subject to the satisfaction or waiver of a number of customary conditions, including obtaining certain regulatory approvals and obtaining sanction of the Scheme of Arrangement by the High Court of Justice of England and Wales. Certain conditions have been satisfied, including expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the approval by GW’s shareholders of the Scheme of Arrangement. The GW Acquisition is not subject to approval by our shareholders, nor is the GW Acquisition subject to a financing contingency. The GW Acquisition is expected to close in the first half of May 2021, subject to the satisfaction or waiver of the conditions set forth in the GW Transaction Agreement. On February 3, 2021, in connection with the execution of the GW Transaction Agreement, we entered into a commitment letter with BofA Securities, Inc., Bank of America, N.A. and JPMorgan Chase Bank, N.A. pursuant to which these commitment parties have committed to provide us with a senior secured revolving credit facility in an aggregate principal amount of up to $500.0 million, a senior secured term loan B facility in an aggregate principal amount of up to $3.15 billion and a senior secured bridge loan facility in an aggregate principal amount of up to $2.2 billion to, among other things, finance our obligations in respect of the GW Acquisition. The effectiveness of such credit facilities is subject to the occurrence of customary closing conditions, including the consummation of the GW Acquisition. On April 20, 2021, we and certain of our wholly-owned subsidiaries, entered into Amendment No. 3 to our Credit Agreement, dated as of June 18, 2015, or the Existing Credit Agreement, with the lenders party thereto and Bank of America, N.A., as administrative agent, collateral agent, letter of credit issuer and swing line lender. The Amendment No. 3 amended the Existing Credit Agreement to permit the issuance of senior secured notes and made certain related changes as set forth therein. On April 29, 2021, our wholly-owned subsidiary, Jazz Securities Designated Activity Company, issued $1.5 billion in aggregate principal amount of 4.375% senior secured notes due 2029. Concurrently with the closing of the GW Acquisition, we expect to enter into new senior secured credit facilities, which is expected to consist of a $500.0 million revolving credit facility and a term loan B facility in an aggregate amount of approximately $3.85 billion. We expect to use term loan B borrowings under new senior secured credit facilities and the net proceeds from the senior secured notes, together with cash on hand to fund the cash consideration payable in connection with the GW Acquisition. The senior secured notes have a mandatory redemption clause that will be triggered under certain circumstances, including failure to complete the GW Acquisition within the time period outlined in the GW Transaction Agreement or the termination of the GW Acquisition.

The Company and Summary of Significant Accounting Policies - (Policies)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation These unaudited condensed consolidated financial statements have been prepared following the requirements of the U.S. Securities and Exchange Commission for interim reporting. As permitted under those rules, certain footnotes and other financial information that are normally required by U.S. generally accepted accounting principles, or U.S. GAAP, can be condensed or omitted. The information included in this Quarterly Report on Form 10‑Q should be read in conjunction with our annual consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2020. In the opinion of management, these condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments, considered necessary for the fair presentation of our financial position and operating results. The results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021, for any other interim period or for any future period. Our significant accounting policies have not changed substantially from those previously described in our Annual Report on Form 10-K for the year ended December 31, 2020. These condensed consolidated financial statements include the accounts of Jazz Pharmaceuticals plc and our subsidiaries, and intercompany transactions and balances have been eliminated. Our operating segment is reported in a manner consistent with the internal reporting provided to the chief operating decision maker, or CODM. Our CODM has been identified as our chief executive officer. We have determined that we operate in one business segment, which is the identification, development and commercialization of meaningful pharmaceutical products that address unmet medical needs.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures in the condensed consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Actual results could differ materially from those estimates.
Adoption of New Accounting Standards and Recent Accounting Pronouncements	Adoption of New Accounting Standards In December 2019, the Financial Accounting Standards Board, or FASB, issued ASU No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes", which simplifies the accounting for income taxes by removing certain exceptions to the general principles in the existing guidance for income taxes and making other minor improvements. We adopted this standard on January 1, 2021 and adoption did not have a material impact on our consolidated financial statements. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, which simplifies the accounting for convertible instruments by eliminating the requirement to separate embedded conversion features from the host contract when the conversion features are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. By removing the separation model, a convertible debt instrument will be reported as a single liability instrument with no separate accounting for embedded conversion features. This new standard also removes certain settlement conditions that are required for contracts to qualify for equity classification and eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. This new standard will be effective for us for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than the fiscal year beginning after December 15, 2020. We may elect to apply the amendments on a retrospective or modified retrospective basis. We are currently evaluating the timing, method of adoption and overall impact of this standard on our consolidated financial statements.
Variable Interest Entity	Variable Interest Entity In the three months ended March 31, 2021, we invested in a cell of a protected cell company, or the protected cell, as part of our directors’ and officers’ liability risk financing strategy. Based on our control and the structure of the protected cell, we concluded that Jazz is the primary beneficiary of the protected cell and is required to consolidate the protected cell. The insurance premium payable to the protected cell for the three months ended March 31, 2021 and the protected cell’s assets and liabilities as of March 31, 2021 were immaterial.
Significant Risks and Uncertainties	Significant Risks and Uncertainties With the global impact of the COVID-19 pandemic, we have developed a comprehensive response strategy including establishing cross-functional response teams and implementing business continuity plans to manage the impact of the COVID-19 pandemic on our employees, patients and our business. Since the second quarter of 2020, we have been experiencing financial and other impacts of the pandemic, and given the global economic slowdown, the overall disruption of global healthcare systems and the other risks and uncertainties associated with the pandemic, we expect that our business, financial condition, results of operations and growth prospects will continue to be adversely affected in future quarters. With respect to our commercialization activities, the evolving effects of the COVID-19 pandemic continue to have a negative impact on demand, new patient starts and treatments for our products, primarily due to the inherent limitations of telemedicine and a reprioritization of healthcare resources toward COVID-19. The extent of the impact on our ability to generate sales of and revenues from our approved products, execute on new product launches, our clinical development and regulatory efforts, our corporate development objectives and the value of and market for our ordinary shares, will depend on future developments that are highly uncertain and cannot be predicted with confidence at this time, such as the ultimate duration and severity of the pandemic, governmental “stay-at-home” orders and travel restrictions, quarantines, social distancing and business closure requirements in the U.S., Ireland and other countries, and the effectiveness of vaccination programs and other actions taken globally to contain and treat the disease. Our business has been substantially dependent on Xyrem and while we expect that our business will continue to be substantially dependent on oxybate product sales from both Xyrem and Xywav, there is no guarantee that we can maintain oxybate sales at or near historical levels, or that oxybate sales will continue to grow. Our ability to maintain or increase oxybate sales is subject to a number of risks and uncertainties including, without limitation, those related to the introduction of authorized generic and generic versions of sodium oxybate and/or new products for treatment of cataplexy and/or EDS in narcolepsy in the U.S. market, the current and potential impacts of the ongoing COVID-19 pandemic, including the current and expected future negative impact on demand for our products and the uncertainty with respect to our ability to meet commercial demand in the future, increased pricing pressure from, changes in policies by, or restrictions on reimbursement imposed by, third party payers, including our ability to obtain and maintain adequate coverage and reimbursement for Xywav, challenges to our intellectual property around Xyrem and Xywav, and continued acceptance of Xyrem by physicians and patients and acceptance of Xywav by payers, physicians and patients. In addition to risks related specifically to Xyrem and Xywav, we are subject to other challenges and risks related to successfully commercializing a portfolio of oncology products and other neuroscience products, including Sunosi, Defitelio, Erwinaze, Vyxeos and Zepzelca, and other risks specific to our business and our ability to execute on our strategy, as well as risks and uncertainties common to companies in the pharmaceutical industry with development and commercial operations, including, without limitation, risks and uncertainties associated with: obtaining regulatory approval of our late-stage product candidates; effectively commercializing our recently approved products such as Sunosi, Zepzelca and Xywav; obtaining and maintaining adequate coverage and reimbursement for our products; increasing scrutiny of pharmaceutical product pricing and resulting changes in healthcare laws and policy; market acceptance; delays or problems in the supply of our products, loss of single source suppliers or failure to comply with manufacturing regulations; identifying, acquiring or in-licensing additional products or product candidates; pharmaceutical product development and the inherent uncertainty of clinical success; the challenges of protecting and enhancing our intellectual property rights; complying with applicable regulatory requirements; and possible restrictions on our ability and flexibility to pursue certain future opportunities as a result of our substantial outstanding debt obligations. In addition, the pending acquisition of GW Pharmaceuticals plc, or GW, may not be completed on the currently contemplated timeline or terms, or at all, and even if consummated, the anticipated benefits of the pending acquisition to us may not be realized fully within the expected timeframe or at all or may take longer to realize or cost more than expected, which could materially and adversely affect our business, financial condition, results of operations and growth prospects. Moreover, to the extent the COVID-19 pandemic continues to adversely affect our business and results of operations, it may also have the effect of heightening many of the other risks and uncertainties discussed above. We discuss many of these risks, uncertainties and other risk factors in greater detail under Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2020.
Concentrations of Risk	Concentrations of Risk Financial instruments that potentially subject us to concentrations of credit risk consist of cash, cash equivalents, investments and derivative contracts. Our investment policy permits investments in U.S. federal government and federal agency securities, corporate bonds or commercial paper issued by U.S. corporations, money market instruments, certain qualifying money market mutual funds, certain repurchase agreements, and tax-exempt obligations of U.S. states, agencies and municipalities and places restrictions on credit ratings, maturities, and concentration by type and issuer. We are exposed to credit risk in the event of a default by the financial institutions holding our cash, cash equivalents and investments to the extent recorded on the balance sheet. We manage our foreign currency transaction risk and interest rate risk within specified guidelines through the use of derivatives. All of our derivative instruments are utilized for risk management purposes, and we do not use derivatives for speculative trading purposes. As of March 31, 2021, we had foreign exchange forward contracts with notional amounts totaling $425.1 million. As of March 31, 2021, the outstanding foreign exchange forward contracts had a net liability fair value of $10.7 million. As of March 31, 2021, we had interest rate swap contracts with notional amounts totaling $300.0 million. These outstanding interest rate swap contracts had a net liability fair value of $1.5 million as of March 31, 2021. The counterparties to these contracts are large multinational commercial banks, and we believe the risk of nonperformance is not significant. We are also subject to credit risk from our accounts receivable related to our product sales. We monitor our exposure within accounts receivable and record a reserve against uncollectible accounts receivable as necessary. We extend credit to pharmaceutical wholesale distributors and specialty pharmaceutical distribution companies, primarily in the U.S., and to other international distributors and hospitals. Customer creditworthiness is monitored and collateral is not required. We monitor deteriorating economic conditions in certain European countries which may result in variability of the timing of cash receipts and an increase in the average length of time that it takes to collect accounts receivable outstanding. Historically, we have not experienced significant credit losses on our accounts receivable and as of March 31, 2021 and December 31, 2020, allowances on receivables were not material. As of March 31, 2021, two customers accounted for 81% of gross accounts receivable, Express Scripts Specialty Distribution Services, Inc. and its affiliates, or ESSDS, which accounted for 67% of gross accounts receivable, and McKesson Corporation and affiliates, or McKesson, which accounted for 14% of gross accounts receivable. As of December 31, 2020, two customers accounted for 80% of gross accounts receivable, ESSDS, which accounted for 68% of gross accounts receivable, and McKesson, which accounted for 12% of gross accounts receivable. We depend on single source suppliers for most of our products, product candidates and their active pharmaceutical ingredients, or APIs. With respect to Xyrem, the API is manufactured for us by a single source supplier and the finished product is manufactured both by us in our facility in Athlone, Ireland and by our U.S.-based Xyrem supplier.

Cash and Available-for-Sale Securities - (Tables)

3 Months Ended

Mar. 31, 2021

Investments, Debt and Equity Securities [Abstract]

Schedule of Cash and Cash Equivalents and Investments

Cash, cash equivalents and investments consisted of the following (in thousands):


	March 31, 2021
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Cash and Cash Equivalents		Investments
Cash	$	851,856	$	—	$	—	$	851,856	$	851,856	$	—
Time deposits	1,295,000		—		—		1,295,000		960,000		335,000
Money market funds	285,677		—		—		285,677		285,677		—
Totals	$	2,432,533	$	—	$	—	$	2,432,533	$	2,097,533	$	335,000


	December 31, 2020
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Cash and Cash Equivalents		Investments
Cash	$	517,117	$	—	$	—	$	517,117	$	517,117	$	—
Time deposits	1,360,000		—		—		1,360,000		285,000		1,075,000
Money market funds	255,652		—		—		255,652		255,652		—
Totals	$	2,132,769	$	—	$	—	$	2,132,769	$	1,057,769	$	1,075,000

Fair Value Measurement - (Tables)

3 Months Ended

Mar. 31, 2021

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis


	March 31, 2021				December 31, 2020
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Total Estimated Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Total Estimated Fair Value
Assets:
Available-for-sale securities:
Time deposits	$	—	$	1,295,000	$	1,295,000	$	—	$	1,360,000	$	1,360,000
Money market funds	285,677		—		285,677		255,652		—		255,652

Foreign exchange forward contracts	—		488		488		—		11,907		11,907
Totals	$	285,677	$	1,295,488	$	1,581,165	$	255,652	$	1,371,907	$	1,627,559
Liabilities:
Interest rate contracts	$	—	$	1,527	$	1,527	$	—	$	2,835	$	2,835
Foreign exchange forward contracts	—		11,149		11,149		—		790		790
Totals	$	—	$	12,676	$	12,676	$	—	$	3,625	$	3,625

Derivative Instruments and Hedging Activities - (Tables)

3 Months Ended

Mar. 31, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Gains (Losses) on Derivative Instruments

The impact on accumulated other comprehensive income (loss) and earnings from derivative instruments that qualified as cash flow hedges for the three months ended March 31, 2021 and 2020 was as follows (in thousands):


	Three Months Ended March 31,
Interest Rate Contracts:	2021		2020
Loss recognized in accumulated other comprehensive loss, net of tax	$	(16)	$	(4,200)
Loss reclassified from accumulated other comprehensive loss to interest expense, net of tax	1,160		147

Schedule of Foreign Exchange Gain (Loss) of Outstanding Derivatives


	Three Months Ended March 31,
Foreign Exchange Forward Contracts:	2021		2020
Loss recognized in foreign exchange gain (loss)	$	(13,050)	$	(6,139)

Schedule of the Fair Value of Outstanding Derivatives

The following tables summarize the fair value of outstanding derivatives (in thousands):

March 31, 2021

Asset Derivatives

Liability Derivatives

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Derivatives designated as hedging instruments:

Interest rate contracts

Other current assets

—

Accrued liabilities

1,527

Derivatives not designated as hedging instruments:

Foreign exchange forward contracts

Other current assets

488

Accrued liabilities

11,149

Total fair value of derivative instruments

488

12,676

December 31, 2020

Asset Derivatives

Liability Derivatives

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Derivatives designated as hedging instruments:

Interest rate contracts

Other current assets

—

Accrued liabilities

2,835

Derivatives not designated as hedging instruments:

Foreign exchange forward contracts

Other current assets

11,907

Accrued liabilities

790

Total fair value of derivative instruments

11,907

3,625

Schedule of Offsetting Assets

The following tables summarize the potential effect on our condensed consolidated balance sheets of offsetting our interest rate contracts and foreign exchange forward contracts subject to such provisions (in thousands):


	March 31, 2021
	Gross Amounts of Recognized Assets/ Liabilities		Gross Amounts Offset in the Consolidated Balance Sheet		Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet		Gross Amounts Not Offset in the Consolidated Balance Sheet
Description							Derivative Financial Instruments		Cash Collateral Received (Pledged)		Net Amount
Derivative assets	$	488	$	—	$	488	$	(488)	$	—	$	—
Derivative liabilities	(12,676)		—		(12,676)		488		—		(12,188)


	December 31, 2020
	Gross Amounts of Recognized Assets/ Liabilities		Gross Amounts Offset in the Consolidated Balance Sheet		Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet		Gross Amounts Not Offset in the Consolidated Balance Sheet
Description							Derivative Financial Instruments		Cash Collateral Received (Pledged)		Net Amount
Derivative assets	$	11,907	$	—	$	11,907	$	(2,207)	$	—	$	9,700
Derivative liabilities	(3,625)		—		(3,625)		2,207		—		(1,418)

Schedule of Offsetting Liabilities


	March 31, 2021
	Gross Amounts of Recognized Assets/ Liabilities		Gross Amounts Offset in the Consolidated Balance Sheet		Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet		Gross Amounts Not Offset in the Consolidated Balance Sheet
Description							Derivative Financial Instruments		Cash Collateral Received (Pledged)		Net Amount
Derivative assets	$	488	$	—	$	488	$	(488)	$	—	$	—
Derivative liabilities	(12,676)		—		(12,676)		488		—		(12,188)


	December 31, 2020
	Gross Amounts of Recognized Assets/ Liabilities		Gross Amounts Offset in the Consolidated Balance Sheet		Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet		Gross Amounts Not Offset in the Consolidated Balance Sheet
Description							Derivative Financial Instruments		Cash Collateral Received (Pledged)		Net Amount
Derivative assets	$	11,907	$	—	$	11,907	$	(2,207)	$	—	$	9,700
Derivative liabilities	(3,625)		—		(3,625)		2,207		—		(1,418)

Inventories - (Tables)

3 Months Ended

Mar. 31, 2021

Inventory Disclosure [Abstract]

Components of Inventories

Inventories consisted of the following (in thousands):


	March 31, 2021		December 31, 2020
Raw materials	$	23,415	$	16,003
Work in process	52,117		45,758
Finished goods	39,943		33,635
Total inventories	$	115,475	$	95,396

Goodwill and Intangible Assets - (Tables)

3 Months Ended

Mar. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Gross Carrying Amount of Goodwill

The gross carrying amount of goodwill was as follows (in thousands):


Balance at December 31, 2020	$	958,303

Foreign exchange	(19,905)
Balance at March 31, 2021	$	938,398

Schedule of Gross Carrying Amounts and Net Book Values of Intangible Assets

The gross carrying amounts and net book values of our intangible assets were as follows (in thousands):


	March 31, 2021							December 31, 2020
	Remaining Weighted- Average Useful Life (In years)	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value
Acquired developed technologies	12.5	$	3,326,448	$	(1,218,402)	$	2,108,046	$	3,379,162	$	(1,184,111)	$	2,195,051
Manufacturing contracts	—	12,551		(12,551)		—		13,135		(13,135)		—
Trademarks	—	2,903		(2,903)		—		2,917		(2,917)		—


Total intangible assets		$	3,341,902	$	(1,233,856)	$	2,108,046	$	3,395,214	$	(1,200,163)	$	2,195,051

Schedule of Estimated Future Amortization Costs


Year Ending December 31,	Estimated Amortization Expense
2021 (remainder)	$	152,570
2022	172,486
2023	172,486
2024	172,486
2025	172,486
Thereafter	1,265,532
Total	$	2,108,046

Certain Balance Sheet Items - (Tables)

3 Months Ended

Mar. 31, 2021

Certain Balance Sheet Items [Abstract]

Schedule of Property and Equipment

Property, plant and equipment consisted of the following (in thousands):


	March 31, 2021		December 31, 2020
Leasehold improvements	$	54,155	$	54,113
Land and buildings	47,440		47,555
Manufacturing equipment and machinery	33,096		33,465
Computer software	24,479		22,781
Computer equipment	16,785		18,749
Furniture and fixtures	11,641		11,598
Construction-in-progress	6,256		7,262

Subtotal	193,852		195,523
Less accumulated depreciation and amortization	(69,989)		(67,588)
Property, plant and equipment, net	$	123,863	$	127,935

Schedule of Accrued Liabilities

Accrued liabilities consisted of the following (in thousands):


	March 31, 2021		December 31, 2020
Rebates and other sales deductions	$	137,337	$	127,534
Employee compensation and benefits	81,155		102,601
Sales returns reserve	20,278		18,368
Royalties	17,824		15,230
Consulting and professional services	14,201		6,660
Current portion of operating lease liabilities	14,048		14,457
Derivative instrument liabilities	12,676		3,625
Inventory-related accruals	11,199		9,809
Clinical trial accruals	10,722		9,108
Accrued interest	7,539		5,722
Selling and marketing accruals	7,304		6,742
Accrued collaboration expenses	4,918		444
Accrued construction-in-progress	835		1,119



Other	33,999		31,313
Total accrued liabilities	$	374,035	$	352,732

Debt - (Tables)

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Schedule of Long-term Debt

The following table summarizes the carrying amount of our indebtedness (in thousands):


	March 31, 2021		December 31, 2020
2021 Notes	$	218,812	$	218,812
Unamortized discount and debt issuance costs on 2021 Notes	(3,592)		(5,883)
2021 Notes, net	215,220		212,929

2024 Notes	575,000		575,000
Unamortized discount and debt issuance costs on 2024 Notes	(89,519)		(95,275)
2024 Notes, net	485,481		479,725

2026 Notes	1,000,000		1,000,000
Unamortized discount and debt issuance costs on 2026 Notes	(172,678)		(179,518)
2026 Notes, net	827,322		820,482

Term loan	573,623		581,702


Total debt	2,101,646		2,094,838
Less current portion	248,613		246,322
Total long-term debt	$	1,853,033	$	1,848,516

Schedule of Maturities of Long-term Debt

Scheduled maturities with respect to our long-term debt principal balances outstanding as of March 31, 2021 were as follows (in thousands):


Year Ending December 31,	Scheduled Long-Term Debt Maturities
2021 (remainder)	$	243,852
2022	33,387
2023	517,494
2024	575,000
2025	—
Thereafter	1,000,000
Total	$	2,369,733

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Leases - (Tables)

3 Months Ended

Mar. 31, 2021

Leases [Abstract]

Schedule of Lease Cost and Supplemental Cash Flow Information

The components of the lease expense for the three months ended March 31, 2021 and 2020 were as follows (in thousands):


	Three Months Ended March 31,
Lease Cost	2021		2020
Operating lease cost	$	5,546	$	5,290
Short-term lease cost	1,375		870
Variable lease cost	1		1
Sublease income	—		(157)
Net lease cost	$	6,922	$	6,004


Lease Term and Discount Rate	March 31, 2021		December 31, 2020
Weighted-average remaining lease term - operating leases (years)	8.6		8.7
Weighted-average discount rate - operating leases	5.3	%	5.3	%

Supplemental cash flow information related to operating leases was as follows (in thousands):


	Three Months Ended March 31,
	2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	6,293	$	6,215
Non-cash operating activities:
Operating lease assets obtained in exchange for new operating lease liabilities	$	375	$	201

Schedule of Lease Supplemental Balance Sheet Information

Supplemental balance sheet information related to operating leases was as follows (in thousands):


Leases	Classification	March 31, 2021		December 31, 2020
Assets
Operating lease assets	Operating lease assets	$	125,738	$	129,169

Liabilities
Current
Operating lease liabilities	Accrued liabilities	14,048		14,457
Non-current
Operating lease liabilities	Operating lease liabilities, less current portion	136,020		140,035
Total operating lease liabilities		$	150,068	$	154,492

Schedule of Operating Lease Liability Maturities

Maturities of operating lease liabilities were as follows (in thousands):


Year Ending December 31,	Operating Leases
2021 (remainder)	$	16,009
2022	22,265
2023	22,352
2024	24,192
2025	18,405

Thereafter	86,495
Total lease payments	189,718
Less imputed interest	(39,650)
Present value of lease liabilities	$	150,068

Shareholders' Equity - (Tables)

3 Months Ended

Mar. 31, 2021

Stockholders' Equity Note [Abstract]

Components of Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive income (loss) as of March 31, 2021 and December 31, 2020 were as follows (in thousands):


	Net Unrealized Loss From Hedging Activities		Foreign Currency Translation Adjustments		Total Accumulated Other Comprehensive Loss
Balance at December 31, 2020	$	(2,467)	$	(131,885)	$	(134,352)


Other comprehensive loss before reclassifications	(16)		(46,220)		(46,236)
Amounts reclassified from accumulated other comprehensive loss	1,160		—		1,160
Other comprehensive income (loss), net	1,144		(46,220)		(45,076)
Balance at March 31, 2021	$	(1,323)	$	(178,105)	$	(179,428)

Net Income (Loss) per Ordinary Share - (Tables)

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net Income per Ordinary Share Computation

Basic and diluted net income (loss) per ordinary share were computed as follows (in thousands, except per share amounts):


	Three Months Ended March 31,
	2021		2020
Numerator:


Net income (loss)	$	121,832	$	(157,833)
Denominator:
Weighted-average ordinary shares used in per share calculations - basic	56,468		55,956
Dilutive effect of employee equity incentive and purchase plans	1,584		—
Dilutive effect of Exchangeable Senior Notes	341		—
Weighted-average ordinary shares used in per share calculations - diluted	58,393		55,956

Net income (loss) per ordinary share:



Basic	$	2.16	$	(2.82)



Diluted	$	2.09	$	(2.82)

Schedule of Weighted-Average Ordinary Shares Excluded from Computation of Diluted Net Income per Share


	Three Months Ended March 31,
	2021	2020
Exchangeable Senior Notes	9,798	5,504
Options, RSUs and ESPP	1,671	5,611

Revenues - (Tables)

3 Months Ended

Mar. 31, 2021

Revenue from Contract with Customer [Abstract]

Summary of Disaggregation of Revenue

The following table presents a summary of total revenues (in thousands):


	Three Months Ended March 31,
	2021		2020
Xyrem	$	335,550	$	407,875
Xywav	75,416		—
Total Oxybate	410,966		407,875
Sunosi	11,606		1,924
Total Neuroscience	422,572		409,799
Zepzelca	54,334		—
Vyxeos	33,155		32,720
Defitelio/defibrotide	49,619		47,432
Erwinaze/Erwinase	41,068		37,732
Total Oncology	178,176		117,884
Other	2,783		2,522
Product sales, net	603,531		530,205
Royalties and contract revenues	4,050		4,521
Total revenues	$	607,581	$	534,726

The following table presents a summary of total revenues attributed to geographic sources (in thousands):


	Three Months Ended March 31,
	2021		2020
United States	$	548,292	$	477,789
Europe	47,233		41,556
All other	12,056		15,381
Total revenues	$	607,581	$	534,726

Summary of Revenues from Customers Representing More Than 10% of Total Revenues

The following table presents a summary of the percentage of total revenues from customers that represented more than 10% of our total revenues:


	Three Months Ended March 31,
	2021		2020
ESSDS	67	%	76	%
McKesson	14	%	13	%

Summary of a Reconciliation in Contract Liabilities from Contracts with Customer

The following table presents a reconciliation of our beginning and ending balances in contract liabilities from contracts with customers for the three months ended March 31, 2021 (in thousands):


	Contract Liabilities
Balance as of December 31, 2020	$	4,861

Amount recognized within royalties and contract revenues	(636)
Balance as of March 31, 2021	$	4,225

Share-Based Compensation - (Tables)

3 Months Ended

Mar. 31, 2021

Share-based Payment Arrangement [Abstract]

Schedule of Share-Based Compensation Expense Related to Share Options, RSUs and Grants Under ESPP

Share-based compensation expense related to share options, RSUs and grants under our ESPP was as follows (in thousands):


	Three Months Ended March 31,
	2021		2020
Selling, general and administrative	$	23,846	$	20,596
Research and development	8,643		6,385
Cost of product sales	1,996		1,673
Total share-based compensation expense, pre-tax	34,485		28,654
Income tax benefit from share-based compensation expense	(6,587)		(3,121)
Total share-based compensation expense, net of tax	$	27,898	$	25,533

Schedule of Weighted-Average Assumptions Used in Black-Scholes Option Pricing Model which was Used to Estimate Grant Date Fair Value per Share


	Three Months Ended March 31,
	2021			2020
Shares underlying options granted (in thousands)	95			565
Grant date fair value	$	51.33		$	33.65
Black-Scholes option pricing model assumption information:
Volatility	37		%	32		%
Expected term (years)	4.5			4.6
Range of risk-free rates	0.4-0.8%			0.8-1.6%
Expected dividend yield	—		%	—		%

Schedule of Restricted Stock Unit activity

The table below shows the number of RSUs granted covering an equal number of our ordinary shares and the weighted-average grant date fair value of RSUs granted:


	Three Months Ended March 31,
	2021		2020
RSUs granted (in thousands)	1,201		959
Grant date fair value	$	169.87	$	114.19

The Company and Summary of Significant Accounting Policies - Basis of Presentation Narrative (Details)	3 Months Ended
	Mar. 31, 2021 segment
Accounting Policies [Abstract]
Number of operating business segments	1

The Company and Summary of Significant Accounting Policies - Concentrations of Risk Narrative (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Customer concentration risk \| Gross accounts receivable
Concentration Risk [Line Items]
Percentage of gross accounts receivable (as a percent)	81.00%	80.00%
Customer concentration risk \| Gross accounts receivable \| Express Scripts
Concentration Risk [Line Items]
Percentage of gross accounts receivable (as a percent)	67.00%	68.00%
Customer concentration risk \| Gross accounts receivable \| McKesson
Concentration Risk [Line Items]
Percentage of gross accounts receivable (as a percent)	14.00%	12.00%
Foreign exchange forward contracts \| Derivatives not designated as hedging instruments
Concentration Risk [Line Items]
Notional amount	$ 425,100,000	$ 357,400,000
Net liability fair value	10,700,000
Interest rate contracts \| Derivatives designated as hedging instruments
Concentration Risk [Line Items]
Notional amount	300,000,000.0	$ 300,000,000.0
Net liability fair value	$ 1,500,000

Acquisition Agreement - Narrative (Details)	Feb. 03, 2021 USD ($) $ / shares shares
Business Acquisition [Line Items]
Price per share to be paid to former shareholders, cash (in dollars per share)	$ 16.66
Exchange ratio, middle threshold, numerator \| $	1.66
Exchange ratio, lower threshold	0.011929
Exchange ratio, upper threshold	0.009760
Number of shares per GW American Depository Share (in shares) \| shares	12
Proceeds multiplier for cash and share amounts	12
Tender offer, per share amount offered, cash (in dollars per share)	$ 200.00
Tender offer, per share amount offered, stock (in dollars per share)	$ 20.00
Tender offer, payment to acquire business, gross \| $	$ 7,200,000,000
Minimum
Business Acquisition [Line Items]
Volume-weighted average sales price, ordinary shares, used to determine exchange ratio (in dollars per share)	$ 139.72
Maximum
Business Acquisition [Line Items]
Volume-weighted average sales price, ordinary shares, used to determine exchange ratio (in dollars per share)	$ 170.76

Cash and Available-for-Sale Securities - Summary of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	$ 2,432,533	$ 2,132,769
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Estimated Fair Value	2,432,533	2,132,769
Cash and Cash Equivalents	2,097,533	1,057,769
Investments	335,000	1,075,000
Cash
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	851,856	517,117
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Estimated Fair Value	851,856	517,117
Cash and Cash Equivalents	851,856	517,117
Investments	0	0
Time deposits
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	1,295,000	1,360,000
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Estimated Fair Value	1,295,000	1,360,000
Cash and Cash Equivalents	960,000	285,000
Investments	335,000	1,075,000
Money market funds
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	285,677	255,652
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Estimated Fair Value	285,677	255,652
Cash and Cash Equivalents	285,677	255,652
Investments	$ 0	$ 0

Cash and Available-for-Sale Securities - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Investments, Debt and Equity Securities [Abstract]
Interest income from available-for-sale securities	$ 1.2	$ 4.4

Fair Value Measurement - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Available-for-sale securities:
Available-for-sale securities	$ 2,432,533	$ 2,132,769
Time deposits
Available-for-sale securities:
Available-for-sale securities	1,295,000	1,360,000
Money market funds
Available-for-sale securities:
Available-for-sale securities	285,677	255,652
Recurring
Available-for-sale securities:
Totals	1,581,165	1,627,559
Liabilities:
Totals	12,676	3,625
Recurring \| Time deposits
Available-for-sale securities:
Available-for-sale securities	1,295,000	1,360,000
Recurring \| Money market funds
Available-for-sale securities:
Available-for-sale securities	285,677	255,652
Recurring \| Interest rate contracts
Liabilities:
Derivative liabilities	1,527	2,835
Recurring \| Foreign exchange forward contracts
Available-for-sale securities:
Derivative asset	488	11,907
Liabilities:
Derivative liabilities	11,149	790
Recurring \| Quoted Prices in Active Markets for Identical Assets (Level 1)
Available-for-sale securities:
Totals	285,677	255,652
Liabilities:
Totals	0	0
Recurring \| Quoted Prices in Active Markets for Identical Assets (Level 1) \| Time deposits
Available-for-sale securities:
Available-for-sale securities	0	0
Recurring \| Quoted Prices in Active Markets for Identical Assets (Level 1) \| Money market funds
Available-for-sale securities:
Available-for-sale securities	285,677	255,652
Recurring \| Quoted Prices in Active Markets for Identical Assets (Level 1) \| Interest rate contracts
Liabilities:
Derivative liabilities	0	0
Recurring \| Quoted Prices in Active Markets for Identical Assets (Level 1) \| Foreign exchange forward contracts
Available-for-sale securities:
Derivative asset	0	0
Liabilities:
Derivative liabilities	0	0
Recurring \| Significant Other Observable Inputs (Level 2)
Available-for-sale securities:
Totals	1,295,488	1,371,907
Liabilities:
Totals	12,676	3,625
Recurring \| Significant Other Observable Inputs (Level 2) \| Time deposits
Available-for-sale securities:
Available-for-sale securities	1,295,000	1,360,000
Recurring \| Significant Other Observable Inputs (Level 2) \| Money market funds
Available-for-sale securities:
Available-for-sale securities	0	0
Recurring \| Significant Other Observable Inputs (Level 2) \| Interest rate contracts
Liabilities:
Derivative liabilities	1,527	2,835
Recurring \| Significant Other Observable Inputs (Level 2) \| Foreign exchange forward contracts
Available-for-sale securities:
Derivative asset	488	11,907
Liabilities:
Derivative liabilities	$ 11,149	$ 790

Fair Value Measurement - Narrative (Details) - USD ($) $ in Millions	Mar. 31, 2021	Jun. 30, 2020	Feb. 15, 2018	Feb. 15, 2015
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Equity securities without readily determinable fair value	$ 4.5
2021 Notes \| Convertible Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate (as a percent)				1.875%
2024 Notes \| Convertible Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate (as a percent)			1.50%
2026 Notes \| Convertible Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate (as a percent)		2.00%
Significant Other Observable Inputs (Level 2) \| 2021 Notes \| Convertible Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of exchangeable senior notes	224.0
Significant Other Observable Inputs (Level 2) \| 2024 Notes \| Convertible Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of exchangeable senior notes	625.0
Significant Other Observable Inputs (Level 2) \| 2026 Notes \| Convertible Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of exchangeable senior notes	$ 1,300.0

Derivative Instruments and Hedging Activities - Narrative (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Interest rate contracts
Derivative [Line Items]
Losses recognized in AOCI to be reclassified over the next 12 months	$ 1,300,000
Interest rate contracts \| Derivatives designated as hedging instruments
Derivative [Line Items]
Notional amount	$ 300,000,000.0	$ 300,000,000.0
Interest rate contracts \| Derivatives not designated as hedging instruments
Derivative [Line Items]
Fixed interest rate	1.895%
Foreign exchange forward contracts \| Derivatives not designated as hedging instruments
Derivative [Line Items]
Notional amount	$ 425,100,000	$ 357,400,000
Foreign exchange forward contracts \| Derivatives not designated as hedging instruments \| Maximum
Derivative [Line Items]
Contract term	12 months

Derivative Instruments and Hedging Activities - Loss on Derivative Instruments (Details) - Interest rate contracts - Cash Flow Hedges - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Derivative Instruments, Gain (Loss) [Line Items]
Loss recognized in accumulated other comprehensive loss, net of tax	$ (16)	$ (4,200)
Loss reclassified from accumulated other comprehensive loss to interest expense, net of tax	$ 1,160	$ 147

Derivative Instruments and Hedging Activities - Foreign Exchange Gain (Loss) Derivative Instruments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Derivatives not designated as hedging instruments \| Foreign exchange forward contracts
Derivative [Line Items]
Loss recognized in foreign exchange gain (loss)	$ (13,050)	$ (6,139)

Derivative Instruments and Hedging Activities - Fair Value of Outstanding Derivatives (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Derivatives, Fair Value [Line Items]
Asset Derivatives	$ 488	$ 11,907
Liability Derivatives	12,676	3,625
Derivatives designated as hedging instruments \| Interest rate contracts \| Other current assets
Derivatives, Fair Value [Line Items]
Asset Derivatives	0	0
Derivatives designated as hedging instruments \| Interest rate contracts \| Accrued liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives	1,527	2,835
Derivatives not designated as hedging instruments \| Foreign exchange forward contracts \| Other current assets
Derivatives, Fair Value [Line Items]
Asset Derivatives	488	11,907
Derivatives not designated as hedging instruments \| Foreign exchange forward contracts \| Accrued liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives	$ 11,149	$ 790

Derivative Instruments and Hedging Activities - Offsetting Assets and Liabilities (Details) - Pro Forma - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Derivative assets
Gross Amounts of Recognized Assets/ Liabilities	$ 488	$ 11,907
Gross Amounts Offset in the Consolidated Balance Sheet	0	0
Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet	488	11,907
Gross Amounts Not Offset in the Consolidated Balance Sheet
Derivative Financial Instruments	(488)	(2,207)
Cash Collateral Received (Pledged)	0	0
Net Amount	0	9,700
Derivative liabilities
Gross Amounts of Recognized Assets/ Liabilities	(12,676)	(3,625)
Gross Amounts Offset in the Consolidated Balance Sheet	0	0
Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet	(12,676)	(3,625)
Gross Amounts Not Offset in the Consolidated Balance Sheet
Derivative Financial Instruments	488	2,207
Cash Collateral Received (Pledged)	0	0
Net Amount	$ (12,188)	$ (1,418)

Inventories - Components of Inventories (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Raw materials	$ 23,415	$ 16,003
Work in process	52,117	45,758
Finished goods	39,943	33,635
Total inventories	$ 115,475	$ 95,396

Goodwill and Intangible Assets - Goodwill Activity (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning of period	$ 958,303
Foreign exchange	(19,905)
Goodwill, end of period	$ 938,398

Goodwill and Intangible Assets - Gross Carrying Amounts and Net Book Values of Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 3,341,902	$ 3,395,214
Accumulated Amortization	(1,233,856)	(1,200,163)
Total	$ 2,108,046	2,195,051
Acquired developed technologies
Finite-Lived Intangible Assets [Line Items]
Remaining Weighted- Average Useful Life (In years)	12 years 6 months
Gross Carrying Amount	$ 3,326,448	3,379,162
Accumulated Amortization	(1,218,402)	(1,184,111)
Total	$ 2,108,046	2,195,051
Manufacturing contracts
Finite-Lived Intangible Assets [Line Items]
Remaining Weighted- Average Useful Life (In years)	0 years
Gross Carrying Amount	$ 12,551	13,135
Accumulated Amortization	(12,551)	(13,135)
Total	$ 0	0
Trademarks
Finite-Lived Intangible Assets [Line Items]
Remaining Weighted- Average Useful Life (In years)	0 years
Gross Carrying Amount	$ 2,903	2,917
Accumulated Amortization	(2,903)	(2,917)
Total	$ 0	$ 0

Goodwill and Intangible Assets - Estimated Future Amortization Costs (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
2021 (remainder)	$ 152,570
2022	172,486
2023	172,486
2024	172,486
2025	172,486
Thereafter	1,265,532
Total	$ 2,108,046	$ 2,195,051

Certain Balance Sheet Items - Property and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 193,852	$ 195,523
Less accumulated depreciation and amortization	(69,989)	(67,588)
Property, plant and equipment, net	123,863	127,935
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	54,155	54,113
Land and buildings
Property, Plant and Equipment [Line Items]
Property and equipment, gross	47,440	47,555
Manufacturing equipment and machinery
Property, Plant and Equipment [Line Items]
Property and equipment, gross	33,096	33,465
Computer software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	24,479	22,781
Computer equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	16,785	18,749
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	11,641	11,598
Construction-in-progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 6,256	$ 7,262

Certain Balance Sheet Items - Accrued Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Certain Balance Sheet Items [Abstract]
Rebates and other sales deductions	$ 137,337	$ 127,534
Employee compensation and benefits	81,155	102,601
Sales returns reserve	20,278	18,368
Royalties	17,824	15,230
Consulting and professional services	14,201	6,660
Current portion of operating lease liabilities	14,048	14,457
Derivative instrument liabilities	12,676	3,625
Inventory-related accruals	11,199	9,809
Clinical trial accruals	10,722	9,108
Accrued interest	7,539	5,722
Selling and marketing accruals	7,304	6,742
Accrued collaboration expenses	4,918	444
Accrued construction-in-progress	835	1,119
Other	33,999	31,313
Total accrued liabilities	$ 374,035	$ 352,732

Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Long term debt outstanding	$ 2,369,733
Total debt	2,101,646	$ 2,094,838
Less current portion	248,613	246,322
Total long-term debt	1,853,033	1,848,516
Convertible Debt \| 2021 Notes
Debt Instrument [Line Items]
Long term debt outstanding	218,812	218,812
Unamortized discount and debt issuance costs	(3,592)	(5,883)
Total debt	215,220	212,929
Convertible Debt \| 2024 Notes
Debt Instrument [Line Items]
Long term debt outstanding	575,000	575,000
Unamortized discount and debt issuance costs	(89,519)	(95,275)
Total debt	485,481	479,725
Convertible Debt \| 2026 Notes
Debt Instrument [Line Items]
Long term debt outstanding	1,000,000	1,000,000
Unamortized discount and debt issuance costs	(172,678)	(179,518)
Total debt	827,322	820,482
Term Loan
Debt Instrument [Line Items]
Total debt	$ 573,623	$ 581,702

Debt - Narrative (Details) $ in Millions	Mar. 31, 2021 USD ($)
Convertible Debt \| 2021 Notes
Debt Instrument [Line Items]
Carrying value of the equity component	$ 114.4
Convertible Debt \| 2024 Notes
Debt Instrument [Line Items]
Carrying value of the equity component	149.8
Convertible Debt \| 2026 Notes
Debt Instrument [Line Items]
Carrying value of the equity component	$ 176.3
Jazz Investments I Limited
Debt Instrument [Line Items]
Percentage of ownership (as a percent)	100.00%

Debt - Schedule of Maturities of Long-term Debt (Details) $ in Thousands	Mar. 31, 2021 USD ($)
Debt Disclosure [Abstract]
2021 (remainder)	$ 243,852
2022	33,387
2023	517,494
2024	575,000
2025	0
Thereafter	1,000,000
Total	$ 2,369,733

Leases - Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended
Leases - Lease Cost (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Mar. 31, 2020
Leases [Abstract]
Operating lease cost	$ 5,546	$ 5,290
Short-term lease cost	1,375	870
Variable lease cost	1	1
Sublease income	0	(157)
Net lease cost	$ 6,922	$ 6,004

Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Assets:
Operating lease assets	$ 125,738	$ 129,169
Liabilities
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	us-gaap:AccruedLiabilitiesCurrent	us-gaap:AccruedLiabilitiesCurrent
Current portion of operating lease liabilities	$ 14,048	$ 14,457
Operating lease liabilities, less current portion	136,020	140,035
Total operating lease liabilities	$ 150,068	$ 154,492

Leases - Weighted Average Terms and Discount Rates (Details)	Mar. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Weighted-average remaining lease term - operating leases (years)	8 years 7 months 6 days	8 years 8 months 12 days
Weighted-average discount rate - operating leases	5.30%	5.30%

Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$ 6,293	$ 6,215
Non-cash operating activities:
Right-of-use assets obtained in exchange for new operating lease liabilities	$ 375	$ 201

Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Leases [Abstract]
2021 (remainder)	$ 16,009
2022	22,265
2023	22,352
2024	24,192
2025	18,405
Thereafter	86,495
Total lease payments	189,718
Less imputed interest	(39,650)
Present value of lease liabilities	$ 150,068	$ 154,492

Commitments and Contingencies - Narrative (Details) $ in Millions	Mar. 17, 2021 litigationCase	Jun. 23, 2020 litigationCase	Mar. 31, 2021 USD ($)
Loss Contingencies [Line Items]
Noncancelable purchase commitments due within one year \| $			$ 88.8
Teamsters and GEHA Lawsuits
Loss Contingencies [Line Items]
Class action lawsuits filed		2
Farrell Lawsuit And Levy Lawsuit
Loss Contingencies [Line Items]
Class action lawsuits filed	2
GW Litigation
Loss Contingencies [Line Items]
Class action lawsuits filed	10

Shareholders' Equity - Share Repurchase Programs (Details) - Ordinary Options - November 2016 Share Repurchase Program	3 Months Ended
	Mar. 31, 2021 USD ($)
Stock Activity [Line Items]
Total amount authorized for repurchase of shares under share repurchase program	$ 1,500,000,000
Shares repurchased	0
Remaining amount authorized for repurchase of shares	$ 431,200,000

Shareholders' Equity - Component of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	$ 3,659,745	$ 3,110,981
Other comprehensive loss before reclassifications	(46,236)
Amounts reclassified from accumulated other comprehensive loss	1,160
Other comprehensive loss	(45,076)	(34,043)
Ending balance	3,797,689	2,808,500
Net Unrealized Loss From Hedging Activities
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	(2,467)
Other comprehensive loss before reclassifications	(16)
Amounts reclassified from accumulated other comprehensive loss	1,160
Other comprehensive loss	1,144
Ending balance	(1,323)
Foreign Currency Translation Adjustments
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	(131,885)
Other comprehensive loss before reclassifications	(46,220)
Amounts reclassified from accumulated other comprehensive loss	0
Other comprehensive loss	(46,220)
Ending balance	(178,105)
Total Accumulated Other Comprehensive Loss
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	(134,352)	(223,393)
Other comprehensive loss	(45,076)	(34,043)
Ending balance	$ (179,428)	$ (257,436)

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References + Details

Net Income (Loss) per Ordinary Share - Basic and Diluted Net Income per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Numerator:
Net income (loss)	$ 121,832	$ (157,833)
Denominator:
Weighted-average ordinary shares used in per share calculation - basic (in shares)	56,468	55,956
Dilutive effect of employee equity incentive and purchase plans (in shares)	1,584	0
Dilutive effect of Exchangeable Senior Notes (in shares)	341	0
Weighted-average ordinary shares used in per share calculation - diluted (in shares)	58,393	55,956
Net income (loss) per ordinary share:
Basic (in dollars per share)	$ 2.16	$ (2.82)
Diluted (in dollars per share)	$ 2.09	$ (2.82)

Net Income (Loss) per Ordinary Share - Weighted-Average Ordinary Shares Excluded from Computation of Diluted Net Income per Share (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Exchangeable Senior Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Ordinary shares (in shares)	9,798	5,504
Options, RSUs and ESPP
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Ordinary shares (in shares)	1,671	5,611

Revenues - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Disaggregation of Revenue [Line Items]
Total revenues	$ 607,581	$ 534,726
United States
Disaggregation of Revenue [Line Items]
Total revenues	548,292	477,789
Europe
Disaggregation of Revenue [Line Items]
Total revenues	47,233	41,556
All other
Disaggregation of Revenue [Line Items]
Total revenues	12,056	15,381
Product sales, net
Disaggregation of Revenue [Line Items]
Total revenues	603,531	530,205
Total Oncology
Disaggregation of Revenue [Line Items]
Total revenues	178,176	117,884
Total Oxybate
Disaggregation of Revenue [Line Items]
Total revenues	410,966	407,875
Xyrem
Disaggregation of Revenue [Line Items]
Total revenues	335,550	407,875
Xywav
Disaggregation of Revenue [Line Items]
Total revenues	75,416	0
Total Neuroscience
Disaggregation of Revenue [Line Items]
Total revenues	422,572	409,799
Sunosi
Disaggregation of Revenue [Line Items]
Total revenues	11,606	1,924
Zepzelca
Disaggregation of Revenue [Line Items]
Total revenues	54,334	0
Vyxeos
Disaggregation of Revenue [Line Items]
Total revenues	33,155	32,720
Defitelio/defibrotide
Disaggregation of Revenue [Line Items]
Total revenues	49,619	47,432
Erwinaze/Erwinase
Disaggregation of Revenue [Line Items]
Total revenues	41,068	37,732
Other
Disaggregation of Revenue [Line Items]
Total revenues	2,783	2,522
Royalties and contract revenues
Disaggregation of Revenue [Line Items]
Total revenues	$ 4,050	$ 4,521

Revenues - Summary of the Percentage of Total Revenues from Customers (Details) - Total Revenues - Customer concentration risk	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Express Scripts
Concentration Risk [Line Items]
Percentage of total revenues (as a percent)	67.00%	76.00%
McKesson
Concentration Risk [Line Items]
Percentage of total revenues (as a percent)	14.00%	13.00%

Revenues - Narrative (Details) $ in Thousands	3 Months Ended
Revenues - Narrative (Details) $ in Thousands	Mar. 31, 2021 USD ($) agreement
Financing and Payment [Line Items]
Contract revenue recognized	$ 636
Nippon Shinyaku
Financing and Payment [Line Items]
Number of license, development and commercialization agreements \| agreement	2
Contract revenue recognized	$ 600
Revenue, performance obligation, description of timing	The deferred revenue balances are being recognized over an average of four years representing the period over which we expect to perform our research and developments obligations under each agreement.
Minimum
Financing and Payment [Line Items]
Payment terms, range	30 days
Maximum
Financing and Payment [Line Items]
Payment terms, range	45 days

Revenues - Summary of Contract Liabilities (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($)
Change In Contract With Customer, Liability [Roll Forward]
Beginning balance	$ 4,861
Amount recognized within royalties and contract revenues	(636)
Ending balance	$ 4,225

Share-Based Compensation - Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total share-based compensation expense, pre-tax	$ 34,485	$ 28,654
Income tax benefit from share-based compensation expense	(6,587)	(3,121)
Total share-based compensation expense, net of tax	27,898	25,533
Selling, general and administrative
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total share-based compensation expense, pre-tax	23,846	20,596
Research and development
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total share-based compensation expense, pre-tax	8,643	6,385
Cost of product sales
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total share-based compensation expense, pre-tax	$ 1,996	$ 1,673

Share-Based Compensation - Weighted-Average Assumptions and Resulting Grant Date Fair Value (Details) - Employee Stock Option - $ / shares shares in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Schedule of Weighted Average Assumptions for Fair Values of Stock Options[Line Items]
Shares underlying options granted (in shares)	95	565
Weighted-average grant date fair value (in dollars per share)	$ 51.33	$ 33.65
Weighted-average volatility (as a percent)	37.00%	32.00%
Weighted-average expected term	4 years 6 months	4 years 7 months 6 days
Range of risk-free rates, minimum (as a percent)	0.40%	0.80%
Range of risk-free rates, maximum (as a percent)	0.80%	1.60%
Expected dividend yield (as a percent)	0.00%	0.00%

Share-Based Compensation - Restricted Units (Details) - Restricted Stock Units (RSUs) - $ / shares shares in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSUs granted (in shares)	1,201	959
Grant date fair value (in dollars per share)	$ 169.87	$ 114.19

Share-Based Compensation - Narrative (Details) $ in Millions	3 Months Ended
	Mar. 31, 2021 USD ($)
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years
Unrecognized compensation cost related to unvested stock option and RSUs	$ 275.1
Weighted-average period expected to be recognized	3 years 2 months 12 days
Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost related to unvested stock option and RSUs	$ 52.0
Weighted-average period expected to be recognized	2 years 2 months 12 days

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Mar. 31, 2020
Income Taxes [Line Items]
Income tax provision (benefit)	$ 18,019	$ (51,287)
Effective income tax rate (as a percent)	13.30%	24.50%
Acquired in-process research and development	$ 0	$ 202,250
Income tax examination, tax, penalties and interest accrued	1,100
Income tax examination, penalties and interest paid	$ 18,600
Pharma Mar, S.A. \| Upfront Payments
Income Taxes [Line Items]
Acquired in-process research and development		$ 200,000
Ireland
Income Taxes [Line Items]
Ireland statutory income tax rate (as a percent)	12.50%

Subsequent Event - Narrative (Details) - USD ($) $ in Millions	May 31, 2021	Apr. 29, 2021	Feb. 03, 2021
Line of Credit \| New Revolving Credit Facility \| Revolving Credit Facility
Subsequent Event [Line Items]
Line of credit facility, maximum borrowing capacity			$ 500.0
Line of Credit \| New Revolving Credit Facility \| Revolving Credit Facility \| Forecast
Subsequent Event [Line Items]
Line of credit facility, maximum borrowing capacity	$ 500.0
Term Loan \| Senior Secured Term Loan B Facility \| Senior Secured Facility
Subsequent Event [Line Items]
Line of credit facility, maximum borrowing capacity			3,150.0
Term Loan \| Term Loan B Senior Secured Credit Facility \| Forecast
Subsequent Event [Line Items]
Debt instrument, face amount	$ 3,850.0
Bridge Loan \| Senior Secured Bridge Loan Facility \| Senior Secured Facility
Subsequent Event [Line Items]
Line of credit facility, maximum borrowing capacity			$ 2,200.0
Subsequent Event \| Senior Secured Debt \| Senior Secured Notes Due 2029 \| Jazz Securities Designated Activity Company
Subsequent Event [Line Items]
Debt instrument, face amount		$ 1,500.0
Interest rate (as a percent)		4.375%