0001232524-22-000012 | 10-K | XBRL Viewer

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CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 591,448	$ 1,057,769
Investments	0	1,075,000
Accounts receivable, net of allowances of $13,813 and $5,487 at December 31, 2021 and 2020, respectively	563,360	396,490
Inventories	1,072,721	95,396
Prepaid expenses	131,413	62,422
Other current assets	252,392	152,491
Total current assets	2,611,334	2,839,568
Property, plant and equipment and finance lease right-of-use asset, net	256,837	127,935
Operating lease assets	86,586	129,169
Intangible assets, net	7,152,328	2,195,051
Goodwill	1,827,609	958,303
Deferred tax assets, net	311,103	254,916
Deferred financing costs	12,029	5,238
Other non-current assets	40,813	25,721
Total assets	12,298,639	6,535,901
Current liabilities:
Accounts payable	100,298	26,945
Accrued liabilities	666,304	352,732
Current portion of long-term debt	31,000	246,322
Income taxes payable	9,608	25,200
Deferred revenue	2,093	2,546
Total current liabilities	809,303	653,745
Deferred revenue, non-current	463	2,315
Long-term debt, less current portion	6,018,943	1,848,516
Operating lease liabilities, less current portion	87,200	140,035
Deferred tax liabilities, net	1,300,541	130,397
Other non-current liabilities	116,998	101,148
Commitments and contingencies
Shareholders’ equity:
Ordinary shares, nominal value $0.0001 per share; 300,000 shares authorized; 61,633 and 56,171 shares issued and outstanding at December 31, 2021 and 2020, respectively	6	6
Non-voting euro deferred shares, €0.01 par value per share; 4,000 shares authorized, issued and outstanding at both December 31, 2021 and 2020	55	55
Capital redemption reserve	472	472
Additional paid-in capital	3,534,792	2,633,670
Accumulated other comprehensive loss	(400,360)	(134,352)
Retained earnings	830,226	1,159,894
Total shareholders’ equity	3,965,191	3,659,745
Total liabilities and shareholders’ equity	$ 12,298,639	$ 6,535,901

CONSOLIDATED BALANCE SHEETS (Parenthetical) shares in Thousands, $ in Thousands	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2021 € / shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2020 € / shares
Current assets:
Accounts receivable, allowances \| $	$ 13,813		$ 5,487
Shareholders’ equity:
Ordinary shares, nominal value (in dollars per share) \| $ / shares	$ 0.0001		$ 0.0001
Ordinary shares, authorized (in shares)	300,000		300,000
Ordinary shares, issued (in shares)	61,633		56,171
Ordinary shares, outstanding (in shares)	61,633		56,171
Nonvoting Euro Deferred shares, par value (in euros per share) \| € / shares		€ 0.01		€ 0.01
Nonvoting Euro Deferred shares, authorized (in shares)	4,000		4,000
Nonvoting Euro Deferred shares, issued (in shares)	4,000		4,000
Nonvoting Euro Deferred shares, outstanding (in shares)	4,000		4,000

CONSOLIDATED STATEMENTS OF INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Revenues:
Total revenues	$ 3,094,238	$ 2,363,567	$ 2,161,761
Operating expenses:
Cost of product sales (excluding amortization of acquired developed technologies)	440,760	148,917	127,930
Selling, general and administrative	1,451,683	854,233	736,942
Research and development	505,748	335,375	299,726
Intangible asset amortization	525,769	259,580	354,814
Impairment charge	0	136,139	0
Acquired in-process research and development	0	251,250	109,975
Total operating expenses	2,923,960	1,985,494	1,629,387
Income from operations	170,278	378,073	532,374
Interest expense, net	(278,766)	(99,707)	(72,261)
Foreign exchange loss	(4,350)	(3,271)	(5,811)
Income (loss) before income tax expense (benefit) and equity in loss of investees	(112,838)	275,095	454,302
Income tax expense (benefit)	216,116	33,517	(73,154)
Equity in loss of investees	714	2,962	4,089
Net income (loss)	$ (329,668)	$ 238,616	$ 523,367
Net income (loss) per ordinary share:
Basic (in dollars per share)	$ (5.52)	$ 4.28	$ 9.22
Diluted (in dollars per share)	$ (5.52)	$ 4.22	$ 9.09
Weighted-average ordinary shares used in per share calculations - basic (in shares)	59,694	55,712	56,749
Weighted-average ordinary shares used in per share calculations - diluted (in shares)	59,694	56,517	57,550
Product sales, net
Revenues:
Total revenues	$ 3,079,001	$ 2,346,660	$ 2,135,601
Royalties and contract revenues
Revenues:
Total revenues	$ 15,237	$ 16,907	$ 26,160

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ (329,668)	$ 238,616	$ 523,367
Other comprehensive income (loss):
Foreign currency translation adjustments	(268,347)	90,183	(20,720)
Unrealized gain (loss) on cash flow hedging activities, net of income tax expense (benefit) of $353, ($163) and ($697), respectively	2,468	(1,142)	(4,882)
Unrealized loss on fair value hedging activities, net of income tax benefit of $43, $— and $—, respectively	(129)	0	0
Other comprehensive income (loss)	(266,008)	89,041	(25,602)
Total comprehensive income (loss)	$ (595,676)	$ 327,657	$ 497,765

- 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

Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Statement of Comprehensive Income [Abstract]
Income tax provision (benefit) on unrealized gain (loss) on hedging activities	$ 353	$ (163)	$ (697)
Tax benefit effect on fair value hedging activities	$ 43	$ 0	$ 0

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	Share Options	Cumulative Effect, Period of Adoption, Adjustment	Ordinary Shares	Non-voting Euro Deferred	Capital Redemption Reserve	Additional Paid-in Capital	Additional Paid-in Capital Share Options	Accumulated Other Comprehensive Loss	Accumulated Other Comprehensive Loss Cumulative Effect, Period of Adoption, Adjustment	Retained Earnings	Retained Earnings Cumulative Effect, Period of Adoption, Adjustment
Beginning balance (in shares) at Dec. 31, 2018				57,504	4,000
Beginning balance at Dec. 31, 2018	$ 2,757,422		$ 4,848	$ 6	$ 55	$ 472	$ 2,113,630		$ (197,791)	$ 0	$ 841,050	$ 4,848
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Issuance of ordinary shares in conjunction with exercise of share options (in shares)				515
Issuance of ordinary shares in conjunction with exercise of share options	46,477						46,477
Issuance of ordinary shares under employee stock purchase plan (in shares)				106
Issuance of ordinary shares under employee stock purchase plan	11,354						11,354
Issuance of ordinary shares in conjunction with vesting of restricted stock units (in shares)				265
Shares withheld for payment of employee's withholding tax liability	(16,739)						(16,739)
Share-based compensation	111,304						111,304
Shares repurchased (in shares)				(2,250)
Shares repurchased	(301,450)										(301,450)
Other comprehensive (loss) income	(25,602)								(25,602)
Net income (loss)	523,367										523,367
Ending balance (in shares) at Dec. 31, 2019				56,140	4,000
Ending 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]
Stock issued under directors deferred compensation plan (in shares)				37
Issuance of Exchangeable Senior Notes, due 2026	176,260						176,260
Partial repurchase of Exchangeable Senior Notes, due 2021	(12,513)						(12,513)
Issuance of ordinary shares in conjunction with exercise of share options (in shares)				780
Issuance of ordinary shares in conjunction with exercise of share options	86,984						86,984
Issuance of ordinary shares under employee stock purchase plan (in shares)				125
Issuance of ordinary shares under employee stock purchase plan	12,697						12,697
Issuance of ordinary shares in conjunction with vesting of restricted stock units (in shares)				290
Shares withheld for payment of employee's withholding tax liability	(16,877)						(16,877)
Share-based compensation	121,093						121,093
Shares repurchased (in shares)				(1,201)
Shares repurchased	(146,537)										(146,537)
Other comprehensive (loss) income	89,041								89,041
Net income (loss)	238,616										238,616
Ending balance (in shares) at Dec. 31, 2020				56,171	4,000
Ending 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 arising from the acquisition of GW and share-based payment - pre-combination service (in shares)				3,798
Issuance of ordinary shares arising from the acquisition of GW and share-based payment - pre-combination service	$ 608,456	$ 3,555					608,456	$ 3,555
Issuance of ordinary shares in conjunction with exercise of share options (in shares)	1,041			1,042
Issuance of ordinary shares in conjunction with exercise of share options	$ 119,058						119,058
Issuance of ordinary shares under employee stock purchase plan (in shares)				157
Issuance of ordinary shares under employee stock purchase plan	16,203						16,203
Issuance of ordinary shares in conjunction with vesting of restricted stock units (in shares)				465
Shares withheld for payment of employee's withholding tax liability	(35,602)						(35,602)
Share-based compensation	189,452						189,452
Other comprehensive (loss) income	(266,008)								(266,008)
Net income (loss)	(329,668)										(329,668)
Ending balance (in shares) at Dec. 31, 2021				61,633	4,000
Ending balance at Dec. 31, 2021	$ 3,965,191			$ 6	$ 55	$ 472	$ 3,534,792		$ (400,360)		$ 830,226

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Operating activities
Net income (loss)	$ (329,668)	$ 238,616	$ 523,367
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Intangible asset amortization	525,769	259,580	354,814
Acquisition accounting inventory fair value step-up adjustment	223,085	0	0
Share-based compensation	189,006	120,998	110,563
Non-cash interest expense	92,655	61,748	46,396
Deferred tax expense (benefit)	69,198	(136,937)	(236,610)
Depreciation	26,714	18,673	15,342
Provision for losses on accounts receivable and inventory	19,668	15,000	6,668
Impairment charge	0	136,139	0
Acquired in-process research and development	0	251,250	109,975
Other non-cash transactions	10,032	14,580	59
Distributions from equity method investees	0	5,438	0
Changes in assets and liabilities:
Accounts receivable	(92,735)	(38,647)	(92,326)
Inventories	(48,861)	(30,537)	(32,790)
Prepaid expenses and other current assets	(83,320)	(98,042)	(25,650)
Operating lease assets	15,583	12,366	14,148
Other non-current assets	817	21,913	(18,919)
Accounts payable	57,021	(18,935)	4,770
Accrued liabilities	142,355	79,477	(5,565)
Income taxes payable	(15,524)	13,038	10,056
Deferred revenue	(2,305)	(4,720)	(5,414)
Operating lease liabilities, less current portion	(16,037)	(12,383)	(6,044)
Other non-current liabilities	(4,946)	(8,967)	3,561
Net cash provided by operating activities	778,507	899,648	776,401
Investing activities
Proceeds from maturity of investments	1,095,000	1,755,000	985,000
Purchases of property, plant and equipment	(27,641)	(15,004)	(40,135)
Acquisition of intangible assets	(17,891)	(113,000)	(80,500)
Acquisition of investments	(26,819)	(2,397,675)	(917,100)
Acquisition of a business, net of cash acquired	(6,234,792)	0	0
Acquired in-process research and development	0	(251,250)	(61,700)
Asset acquisition, net of cash acquired	0	0	(55,074)
Net proceeds from sale of assets	0	14,259	14,209
Net cash used in investing activities	(5,212,143)	(1,007,670)	(155,300)
Financing activities
Net proceeds from issuance of borrowings under credit agreement	3,719,930	0	0
Net proceeds from issuance of Senior Secured Notes, due 2029	1,471,533	0	0
Proceeds from employee equity incentive and purchase plans	135,261	99,681	57,831
Payment of employee withholding taxes related to share-based awards	(35,602)	(16,877)	(16,739)
Payments for repurchase of Exchangeable Senior Notes, due 2021	(218,812)	(356,188)	0
Repayments of long-term debt	(1,101,788)	(33,387)	(33,387)
Net proceeds from issuance of Exchangeable Senior Notes, due 2026	0	981,381	0
Net proceeds from revolving credit facility	0	500,000	0
Share repurchases	0	(146,537)	(301,450)
Repayments under revolving credit facility	0	(500,000)	0
Net cash provided by (used in) financing activities	3,970,522	528,073	(293,745)
Effect of exchange rates on cash and cash equivalents	(3,207)	374	366
Net increase (decrease) in cash and cash equivalents	(466,321)	420,425	327,722
Cash and cash equivalents, at beginning of period	1,057,769	637,344	309,622
Cash and cash equivalents, at end of period	591,448	1,057,769	637,344
Supplemental disclosure of cash flow information:
Cash paid for interest	138,271	42,470	43,002
Cash paid for income taxes, net of refunds	$ 271,217	$ 226,823	$ 183,610

Organization and Description of Business	12 Months Ended
Organization and Description of Business	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	Organization and Description of Business Jazz Pharmaceuticals plc is a global biopharmaceutical company whose purpose is to innovate to transform the lives of patients and their families. We are dedicated to developing life-changing medicines for people with serious diseases - often with limited or no therapeutic options. We have a diverse portfolio of marketed medicines and novel product candidates, from early- to late-stage development, in neuroscience and oncology. Within these therapeutic areas, we strive to identify new options for patients by actively exploring small molecules and biologics, and through innovative delivery technologies and cannabinoid science. Our lead marketed products are: Neuroscience •Xywav® (calcium, magnesium, potassium, and sodium oxybates) oral solution, a product approved by the U.S. Food and Drug Administration, or FDA, in July 2020 and launched in the U.S. in November 2020 for the treatment of cataplexy or excessive daytime sleepiness, or EDS, in patients with narcolepsy aged seven years of age and older, and also approved by FDA in August 2021 for the treatment of idiopathic hypersomnia, or IH, in adults and launched in the U.S. in November 2021. Xywav contains 92% less sodium than Xyrem®; •Xyrem (sodium oxybate) oral solution, a product approved by FDA and distributed in the U.S. for the treatment of both cataplexy and EDS in patients seven years of age and older with narcolepsy; Jazz also markets Xyrem in Canada for the treatment of cataplexy in patients with narcolepsy. Xyrem is also approved and distributed in Europe, Great Britain and other markets through a licensing agreement; •Epidiolex® (cannabidiol) oral solution, a product approved by FDA and launched in the U.S. in 2018 by GW Pharmaceuticals plc, or GW, and currently indicated for the treatment of seizures associated with Lennox-Gastaut syndrome, Dravet syndrome, or tuberous sclerosis complex in patients one year of age or older; in Europe (where it is marketed as Epidyolex®) and other markets, it is approved for adjunctive treatment of seizures associated with Lennox-Gastaut syndrome or Dravet syndrome, in conjunction with clobazam (EU and Great Britain only), in patients 2 years of age and older and for adjunctive treatment of seizures associated with tuberous sclerosis complex in patients 2 years of age and older; •Sunosi® (solriamfetol), a product approved by FDA and marketed in the U.S., Canada, Europe and Great Britain to improve wakefulness in adult patients with EDS associated with narcolepsy or obstructive sleep apnea; and •Sativex® (nabiximols) oral solution, a product approved and marketed in the U.K., Canada and other markets as treatment for symptom improvement in adult patients with moderate to severe spasticity due to multiple sclerosis, or MS, who have not responded adequately to other anti-spasticity medication and who demonstrate clinically significant improvement in spasticity-related symptoms during an initial trial of therapy. Oncology •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; in Canada, Zepzelca was approved in September 2021 for the treatment of adults with Stage III or metastatic SCLC, who have progressed on or after platinum-containing therapy; •Rylaze™ (recombinant Erwinia asparaginase), a product approved by FDA in June 2021 and launched in the U.S. in July 2021 for use as a component of a multi-agent chemotherapeutic regimen for the treatment of acute lymphoblastic leukemia, or ALL, or lymphoblastic lymphoma, or LBL, in adults and pediatric patients who have developed hypersensitivity to E. coli-derived asparaginase; •Vyxeos® (daunorubicin and cytarabine) liposome for injection, a product approved in the U.S., Canada, Europe and Great Britain (marketed as Vyxeos® liposomal in Europe and Great Britain) for the treatment of adults with newly-diagnosed therapy-related acute myeloid leukemia, or t-AML, or AML with myelodysplasia-related changes (AML-MRC). An expanded indication was granted in the U.S. for the treatment of newly diagnosed t-AML or AML-MRC in pediatric patients aged 1 year and older; and •Defitelio® (defibrotide sodium), is a product approved in the U.S. and Brazil for the treatment of hepatic veno-occlusive disease, or VOD, with renal or pulmonary dysfunction following hematopoietic stem cell transplantation, or HSCT, and in Japan for the treatment of hepatic sinusoidal obstruction syndrome (hepatic-veno occlusive disease). It is currently approved in the EU, Great Britain, Canada, Israel, South Korea, Australia and Switzerland for the treatment of severe hepatic VOD, also known as sinusoidal obstructive syndrome, or SOS, in HSCT therapy. It is indicated in adults and pediatric patients over 1 month of age. In May 2021, we acquired GW Pharmaceuticals plc, or GW, with the objectives of broadening our neuroscience portfolio, further diversifying our revenue and driving sustainable, long-term value creation opportunities. The total consideration paid by us for the entire issued share capital of GW was $7.2 billion. The acquisition, which we refer to as the GW Acquisition, closed on May 5, 2021. For further information regarding the GW Acquisition, please see Note 3. Throughout this report, unless otherwise indicated or the context otherwise requires, all references to “Jazz Pharmaceuticals,” “the registrant,” "the Company", “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.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, and include the accounts of Jazz Pharmaceuticals plc and our subsidiaries and intercompany transactions and balances have been eliminated. Our consolidated financial statements include the results of operations of businesses we have acquired from the date of each acquisition for the applicable reporting periods.

The results of operations of the acquired GW business, along with the estimated fair values of the assets acquired and liabilities assumed in the GW Acquisition, have been included in our consolidated financial statements since the closing of the GW Acquisition on May 5, 2021.

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 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.

Significant Risks and Uncertainties

We have implemented a comprehensive response strategy designed to manage the ongoing impact of the COVID-19 pandemic on our employees, patients and our business. The prolonged nature of the pandemic is negatively impacting our business in a varied manner due to the emergence of the Delta and Omicron variants and other variants with increased transmissibility, even in some cases in vaccinated people, limited access to health care provider offices and institutions and the willingness of patients or parents of patients to seek treatment. We expect that our business, financial condition, results of operations and growth prospects may continue to be negatively impacted by the pandemic on a limited basis that may vary depending on the context. However we have begun to observe, and expect to continue to observe, a gradual normalization in patient and healthcare provider practices, as providers and patients have adapted their behaviors and procedures to the evolving circumstances and as COVID-19 vaccines continue to be administered. With respect to our commercialization activities, while there continues to be some negative impact on demand, new patient starts and treatments for our products arising from the pandemic, primarily due to the inherent limitations of telemedicine and a reprioritization of healthcare resources toward COVID-19, we have seen improvements as healthcare systems have adapted to cope with the ongoing situation. We believe these dynamics have negatively impacted new patient starts in the U.S. and Europe. The extent of the impact on our ability to generate sales of 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 developments include continued spread of the

Delta and Omicron variants in the U.S. and other countries and the potential emergence of other SARS-CoV-2 variants that may prove especially contagious or virulent, 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 Xywav and Xyrem, there is no guarantee that we can maintain oxybate revenues at or near current levels, or that oxybate revenues will continue to grow. Our ability to maintain or increase oxybate revenues and realize the anticipated benefits from our investment in Xywav are subject to a number of risks and uncertainties including, without limitation, those related to the launch of Xywav for the treatment of idiopathic hypersomnia in adults and adoption in that indication; competition from the introduction of authorized generic and generic versions of sodium oxybate and new products for treatment of cataplexy and/or EDS in narcolepsy in the U.S. market and from other competitors; the current and potential impacts of the COVID-19 pandemic, including the current and expected future negative impact on demand for our products; increased pricing pressure from, changes in policies by, or restrictions on reimbursement imposed by, third party payors, including our ability to maintain adequate coverage and reimbursement for Xywav; increased rebates required to maintain access to our products; challenges to our intellectual property around Xyrem and/or Xywav, including pending antitrust and intellectual property litigation; and continued acceptance of Xywav and Xyrem by physicians and patients.

In addition to risks related specifically to Xywav and Xyrem, we are subject to other challenges and risks related to successfully commercializing a portfolio of oncology products and other neuroscience products, including Epidiolex, Sunosi, Defitelio, Vyxeos, Rylaze 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: ongoing clinical research activity and related outcomes, obtaining regulatory approval of our late-stage product candidates; effectively commercializing our recently approved or acquired products such as Xywav, Epidiolex, Zepzelca and Rylaze; obtaining and maintaining adequate coverage and reimbursement for our products; contracting and rebates to pharmacy benefit managers that reduces our net revenue; increasing scrutiny of pharmaceutical product pricing and resulting changes in healthcare laws and policy; market acceptance; regulatory concerns with controlled substances generally and the potential for abuse; future legislation, Drug enforcement agency, or DEA, action or FDA action authorizing the sale, distribution, use, and insurance reimbursement of non-FDA approved cannabinoid products; delays or problems in the supply of our products, loss of single source suppliers or failure to comply with manufacturing regulations; delays or problems with third parties that are part of our manufacturing and supply chain; 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 success of the GW Acquisition will depend, in part, on our ability to realize the anticipated benefits from successfully combining our and GW's historical businesses and the integration of our business practices and operations with GW's so that we can fully realize the anticipated benefits of the acquisition. The anticipated benefits to us of the GW Acquisition 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.

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.

As of December 31, 2021, we had a cross-currency interest rate swap with a notional amount of $251.0 million. This outstanding cross-currency interest rate swap contract had a net liability fair value of $15.2 million as of December 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 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 December 31, 2021, allowances on receivables were not material. As of December 31, 2021, three customers accounted for 74% of gross accounts receivable, Express Scripts Specialty Distribution Services, Inc. and its affiliates, or ESSDS, which accounted for 52% of gross accounts receivable, McKesson Corporation and affiliates, or McKesson, which accounted for 12% of gross accounts receivable and Cardinal Health Inc., or Cardinal, which accounted for 10% of gross accounts receivable. As of December 31, 2020, three customers accounted for 84% of gross accounts receivable, ESSDS, which accounted for 68% of gross accounts receivable, McKesson, which accounted for 12% of gross accounts receivable and Cardinal which accounted for 4% 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 our oxybate products, the API is manufactured for us by a single source supplier and the finished product are manufactured both by us in our facility in Athlone, Ireland and by our U.S.-based supplier.

Business Acquisitions

Our consolidated financial statements include the results of operations of an acquired business from the date of acquisition. We account for acquired businesses using the acquisition method of accounting. The acquisition method of accounting for acquired businesses requires, among other things, that assets acquired, liabilities assumed and any noncontrolling interests in the acquired business be recognized at their estimated fair values as of the acquisition date, with limited exceptions, and that the fair value of acquired in-process research and development, or IPR&D, be recorded on the balance sheet. Also, transaction costs are expensed as incurred. Any excess of the acquisition consideration over the assigned values of the net assets acquired is recorded as goodwill. Contingent consideration is included within the acquisition cost and is recognized at its fair value on the acquisition date. A liability resulting from contingent consideration is remeasured to fair value at each reporting date until the contingency is resolved and changes in fair value are recognized in earnings.

Cash Equivalents and Investments

We consider all highly liquid investments, readily convertible to cash, that mature within three months or less from date of purchase to be cash equivalents.

Investments consist of time deposits with initial maturities of greater than three months. Collectively, cash equivalents and investments are considered available-for-sale and are recorded at fair value. Unrealized gains and losses, net of tax, are recorded in accumulated other comprehensive loss in shareholders’ equity. We use the specific-identification method for calculating realized gains and losses on securities sold. Realized gains and losses and declines in value judged to be other than temporary on investments are included in interest expense, net in the consolidated statements of income (loss).

Derivative Instruments and Hedging Activities

We record the fair value of derivative instruments as either assets or liabilities on the consolidated balance sheets. Changes in the fair value of derivative instruments are recorded each period in current earnings or other comprehensive income (loss), depending on whether a derivative instrument is designated as part of a hedging transaction and, if it is, the type of hedging transaction. For a derivative to qualify as a hedge at inception and throughout the hedged period, we formally document the nature and relationships between the hedging instruments and hedged item.

For derivatives formally designated as hedges, we assess both at inception and quarterly thereafter, whether the hedging derivatives are highly effective in offsetting changes in either the fair value or cash flows of the hedged item.

Gains or losses on cash flow hedges are reclassified from other comprehensive income (loss) to earnings when the hedged transaction occurs. If we determine that a forecasted transaction is no longer probable of occurring, we discontinue hedge accounting and any related unrealized gain or loss on the derivative instrument is recognized in current earnings.

We designate cross-currency interest rate swaps as fair value hedges to hedge foreign currency risks related to our borrowings denominated in currencies other than the U.S. dollar. Fair value hedge amounts included in the assessment of

hedge effectiveness are recognized in foreign exchange gain (loss) within the consolidated statements of income (loss), along with the offsetting gains and losses of the related hedged item. We have elected to exclude the total forward points or currency basis from the assessment of hedge effectiveness and account for them as excluded components. The initial fair value of the excluded component is amortized to foreign exchange gain (loss) and the difference between changes in fair value of the excluded component and the amount recorded in earnings is recorded in other comprehensive income (loss).

Derivatives that are not designated and do not qualify as hedges are adjusted to fair value through current earnings.

Inventories

Inventories are valued at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method for all inventories. Our policy is to write down inventory that has become obsolete, inventory that has a cost basis in excess of its expected net realizable value and inventory in excess of expected requirements. The estimate of excess quantities is subjective and primarily dependent on our estimates of future demand for a particular product. If our estimate of future demand changes, we consider the impact on the reserve for excess inventory and adjust the reserve as required. Increases in the reserve are recorded as charges in cost of product sales.

We capitalize inventory costs associated with our products prior to regulatory approval when, based on management's judgment, future commercialization is considered probable and the future economic benefit is expected to be realized; otherwise, such costs are expensed as research and development. The determination to capitalize inventory costs is based on various factors, including status and expectations of the regulatory approval process, any known safety or efficacy concerns, potential labeling restrictions, and any other impediments to obtaining regulatory approval. We had no pre-approval inventory on our consolidated balance sheet as of December 31, 2021 or 2020.

Our inventory production process for our cannabinoid products includes the cultivation of botanical raw material. Because of the duration of the cultivation process, a portion of our inventory will not be sold within one year. Consistent with the practice in other industries that cultivate botanical raw materials, all inventory is classified as a current asset.

Property, Plant and Equipment

Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Estimated useful lives are as follows:


Buildings			40 years
Manufacturing equipment and machinery			4-20 years
Computer software and equipment			3-7 years
Furniture and fixtures			5 years

Leasehold improvements are amortized over the shorter of the noncancelable term of our leases or their economic useful lives. Maintenance and repairs are expensed as incurred.

Leases

We determine if an arrangement is a lease at inception. Leases are classified at lease commencement as either operating leases or finance leases. Operating leases are included in operating lease assets, other current liabilities, and operating lease liabilities on our consolidated balance sheets. Finance lease assets are included in property, plant and equipment, net, and finance lease liabilities are included in other current liabilities and other non-current liabilities in our consolidated balance sheets. Lease assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. In determining the net present value of lease payments, we use our incremental borrowing rate based on the information available at the lease commencement date. The lease asset also includes any lease payments made, reduced by lease incentives and increased by initial direct costs incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Finance lease expense is recognized as depreciation expense of fixed assets and interest expense on finance lease liabilities.

We have lease agreements with lease and non-lease components, which are generally accounted for separately. For vehicle leases we account for the lease and non-lease components as a single lease component.

We have elected the short-term lease exemption and, therefore, do not recognize a lease asset or corresponding liability for lease arrangements with an original term of 12 months or less. Rent expense under short-term leases is recognized on a straight-line basis over the lease term.

Goodwill

Goodwill represents the excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed. We have determined that we operate in a single segment and have a single reporting unit associated with the development and commercialization of pharmaceutical products. In performing the annual impairment test, the fair value of the reporting unit is compared to its corresponding carrying value, including goodwill. If the carrying value exceeds the fair value of the reporting unit an impairment loss will be recognized for the amount by which the reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. We test goodwill for impairment annually in October and when events or changes in circumstances indicate that the carrying value may not be recoverable.

Acquired In-Process Research and Development

The initial costs of rights to IPR&D projects acquired in an asset acquisition are expensed as IPR&D unless the project has an alternative future use. The fair value of IPR&D projects acquired in a business combination are capitalized and accounted for as indefinite-lived intangible assets until the underlying project receives regulatory approval, at which point the intangible asset will be accounted for as a finite-lived intangible asset, or discontinued, at which point the intangible asset will be written off. Development costs incurred after an acquisition are expensed as incurred.

Intangible Assets

Intangible assets with finite useful lives consist primarily of purchased developed technology and are amortized on a straight-line basis over their estimated useful lives, which range from two to twenty years. The estimated useful lives associated with finite-lived intangible assets are consistent with the estimated lives of the associated products and may be modified when circumstances warrant. Such assets are reviewed for impairment when events or circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset and its eventual disposition are less than its carrying amount. The amount of any impairment is measured as the difference between the carrying amount and the fair value of the impaired asset.

Revenue Recognition

Our revenue comprises product sales, net and royalty and contract revenues. Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Prior to recognizing revenue, we make estimates of the transaction price, including variable consideration that is subject to a constraint. Amounts of variable consideration are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

Product Sales, Net

Product sales revenue is recognized when control has transferred to the customer, which occurs at a point in time, which is typically on delivery to the customer or, in the case of products that are subject to consignment agreements, when the customer removes product from our consigned inventory location for shipment directly to a patient.

Reserves for Variable Consideration

Revenues from sales of products are recorded at the net sales price, which includes estimates of variable consideration for which reserves are established and which relate to returns, specialty distributor fees, wholesaler fees, prompt payment discounts, government rebates, government chargebacks, coupon programs and rebates under managed care plans and commercial payor contracts. Calculating certain of these reserves involves estimates and judgments and we determine their expected value based on sales or invoice data, contractual terms, historical utilization rates, new information regarding changes in these programs’ regulations and guidelines that would impact the amount of the actual rebates, our expectations regarding future utilization rates for these programs and channel inventory data. These reserves reflect our best estimates of the amount of consideration to which we are entitled based on the terms of the contract. The amount of variable consideration that is included in the transaction price may be constrained, and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. We reassess our reserves for variable consideration at each reporting date. Historically, adjustments to estimates for these reserves have not been material.

Reserves for returns, specialty distributor fees, wholesaler fees, government rebates, coupon programs and rebates under managed care plans and commercial payor contracts are included within current liabilities in our consolidated balance sheets. Reserves for government chargebacks and prompt payment discounts are shown as a reduction in accounts receivable.

Royalties and Contract Revenues

We enter into out-licensing agreements under which we license certain rights to our products or product candidates to third parties. If a licensing arrangement includes multiple goods or services, we consider whether the license is distinct. If the license to our intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, we recognize revenue from non-refundable, upfront fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. If the license to our intellectual property is determined not to be distinct, it is combined with other goods or services into a combined performance obligation. We consider whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, upfront fees. We evaluate the measure of progress each reporting date and, if necessary, adjust the measure of performance and related revenue recognition.

At the inception of each arrangement that includes development milestone payments, we evaluate whether the milestones are considered probable of being reached and estimate the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within our control or that of the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. The transaction price is allocated to each performance obligation on a relative stand-alone selling price basis, for which we recognize revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, we re-evaluate the probability of achievement of such development milestones and any related constraint, and if necessary, adjust our estimate of the overall transaction price.

For arrangements that include sales-based royalties and milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties and sales-based milestones relate, we recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty or sales-based milestone has been allocated has been satisfied (or partially satisfied).

Cost of Product Sales

Cost of product sales includes manufacturing and distribution costs, the cost of drug substance, royalties due to third parties on product sales, product liability and cargo insurance, FDA user fees, freight, shipping, handling and storage costs and salaries and related costs of employees involved with production. Excluded from cost of product sales shown on the consolidated statements of income (loss) is amortization of acquired developed technology of $525.8 million, $259.6 million and $243.7 million in 2021, 2020 and 2019, respectively.

Research and Development

Research and development expenses consist primarily of costs related to clinical studies and outside services, personnel expenses and other research and development costs, including milestone payments incurred prior to regulatory approval of products. Clinical study and outside services costs relate primarily to services performed by clinical research organizations, clinical studies performed at clinical sites, materials and supplies, and other third party fees. Personnel expenses relate primarily to salaries, benefits and share-based compensation. Other research and development expenses primarily include overhead allocations consisting of various support and facilities-related costs. Research and development costs are expensed as incurred. For product candidates that have not been approved by FDA, inventory used in clinical trials is expensed at the time of production and recorded as research and development expense. For products that have been approved by FDA, inventory used in clinical trials is expensed at the time the inventory is packaged for the trial.

Advertising Expenses

We expense the costs of advertising, including promotional expenses, as incurred. Advertising expenses were $161.5 million, $99.6 million and $65.4 million in 2021, 2020 and 2019, respectively.

Income Taxes

We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amount and the tax basis of assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more-likely-than-not that some portion or all of a deferred tax asset will not be realized. We recognize the benefits of a tax position if it is “more-likely-than-not” of being sustained. A recognized tax benefit is then measured as the largest amount of tax benefit that is greater than fifty percent likely of being realized upon settlement. Interest and penalties related to an underpayment of income taxes are included in the income tax expense and classified with the related liability on the consolidated balance sheets.

Foreign Currency

Our functional and reporting currency is the U.S. dollar. The assets and liabilities of our subsidiaries that have a functional currency other than the U.S. dollar are translated into U.S. dollars at the exchange rate prevailing at the balance sheet date with the results of operations of subsidiaries translated at the weighted average exchange rate for the reporting period. The cumulative foreign currency translation adjustment is recorded as a component of accumulated other comprehensive income (loss) in shareholders’ equity.

Transactions in foreign currencies are translated into the functional currency of the relevant subsidiary at the weighted average exchange rate for the reporting period. Any monetary assets and liabilities arising from these transactions are translated into the relevant functional currency at exchange rates prevailing at the balance sheet date or on settlement. Resulting gains and losses are recorded in foreign exchange gain (loss) in our consolidated statements of income (loss).

Deferred Financing Costs

Deferred financing costs are reported at cost, less accumulated amortization and are presented in the consolidated balance sheets as a direct deduction from the carrying value of the associated debt, with the exception of deferred financing costs associated with revolving-debt arrangements which are presented as assets. The related amortization expense is included in interest expense, net in our consolidated statements of income (loss).

Contingencies

From time to time, we may become involved in claims and other legal matters arising in the ordinary course of business. We record accruals for loss contingencies to the extent that we conclude that it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated. Legal fees and other expenses related to litigation are expensed as incurred and included in selling, general and administrative expenses.

Share-Based Compensation

We account for compensation cost for all share-based awards at fair value on the date of grant. The fair value is recognized as expense over the service period, net of estimated forfeitures, using the straight-line method. The estimation of share-based awards that will ultimately vest requires judgment, and, to the extent actual results or updated estimates differ from current estimates, such amounts will be recorded as a cumulative adjustment in the period estimates are revised. We primarily consider historical experience when estimating expected forfeitures.

Performance-Based Restricted Stock Unit Awards

Performance-based restricted stock units, or PRSUs, awarded to employees vest upon the achievement of certain performance criteria at the end of a specified performance period, subject to a relative total shareholder return, or TSR, modifier. The estimated fair value of these PRSUs is based on a Monte Carlo simulation model. Compensation expense for PRSUs is recognized from the date the Company determines the performance criteria probable of being achieved to the date the award, or relevant portion of the award, is expected to vest. Cumulative adjustments are recorded on a quarterly basis to reflect subsequent changes to the estimated outcome of the performance criteria until the date results are determined.

Variable Interest Entity

In the year ended December 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 year ended December 31, 2021 and the protected cell’s assets and liabilities as of December 31, 2021 were immaterial.

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. The Company adopted ASU 2020-06 on January 1, 2022, on a modified retrospective basis. As a result of adoption, the Company

increased its convertible debt liabilities, retained earnings and deferred tax assets on January 1, 2022 by $206.2 million, $127.4 million and $0.1 million, respectively and decreased its additional paid-in capital by $333.5 million.

In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”, which requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 2014-09, “Revenue from Contracts with Customers (Topic 606)”. The update will generally result in an entity recognizing contract assets and contract liabilities at amounts consistent with those recorded by the acquiree immediately before the acquisition date rather than at fair value. The new standard is effective on a prospective basis for fiscal years beginning after December 15, 2022, with early adoption permitted. The new guidance is not expected to have a material impact on our results of operations, financial position, or cash flows.

Business Combination, Asset Acquisitions and Collaborations

12 Months Ended

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Business Combination, Asset Acquisitions and Collaborations

GW Acquisition

On May 5, 2021, or the Closing Date, we acquired the entire issued share capital of GW. As a result, GW became an indirect wholly owned subsidiary of the Company.

We acquired GW with the objective of broadening our neuroscience portfolio, further diversifying our revenue and driving sustainable, long-term value creation opportunities. GW was a global leader in discovering, developing, manufacturing and commercializing novel, regulatory approved therapeutics from its proprietary cannabinoid research platform to address a broad range of diseases.

The aggregate consideration for the GW Acquisition was $7.2 billion as follows (all amounts in thousands except American Depositary Shares, or ADS, and per GW ADS amounts):


GW ADS outstanding May 5, 2021	31,556,200
Cash consideration per GW ADS	$	200
Total cash consideration to GW ADS holders	$	6,311,240
Cash consideration to GW share option holders (inclusive of payroll taxes)	267,450
Total cash consideration	6,578,690
Equity consideration to GW ADS holders (1)	608,456
Consideration related to replacement share option pre-combination service	3,555
Total equity consideration	612,011
Total purchase consideration	$	7,190,701

________________________

(1) 3.8 million ordinary shares were issued to GW ADS holders. The closing price of the ordinary shares on May 4, 2021 ($160.20) was used to determine the fair value of this equity consideration because the closing of the transaction on May 5, 2021 occurred prior to the opening of regular trading.

In April 2021, we closed an offering of $1.5 billion in aggregate principal amount of 4.375% senior secured notes, due 2029, or the Secured Notes. In May 2021, we entered into a credit agreement, or the Credit Agreement, that provides for (i) a seven-year $3.1 billion term loan B facility, or the Dollar Term Loan, (ii) a seven-year €625.0 million term loan B facility, or the Euro Term Loan and, together with the Dollar Term Loan, collectively known as the Term Loan and (iii) a five-year $500.0 million revolving credit facility, or the Revolving Credit Facility. We financed the cash portion of the GW Acquisition consideration through a combination of cash on hand and borrowings under the Term Loan and the Secured Notes. For further information on the Term Loan and the Secured Notes, please see Note 12.

The GW Acquisition was accounted for as a business combination using the acquisition method under which assets and liabilities of GW were recorded at their respective estimated fair values as of the Closing Date and added to the assets and liabilities of the Company, including an amount for goodwill representing the difference between the acquisition consideration and the estimated fair value of the identifiable net assets. The results of operations of GW and the estimated fair values of the assets acquired and liabilities assumed have been included in our consolidated financial statements since the Closing Date.

In 2021, we incurred $81.9 million in acquisition-related costs related to the GW Acquisition, which primarily consisted of banking, legal, accounting and valuation-related expenses. These expenses were recorded in selling, general and administrative expense in the accompanying consolidated statements of income (loss). In 2021, our consolidated statements of

income (loss) included revenues of $476.4 million and a net loss of $704.6 million from the acquired GW business, as measured from the Closing Date.

The following table summarizes the preliminary fair values of assets acquired and liabilities assumed at the Closing Date before and after the measurement period adjustment (in thousands):


	Before Measurement Period Adjustment		Measurement Period Adjustment		After Measurement Period Adjustment
Cash and cash equivalents	$	343,898	$	—	$	343,898
Accounts receivable	76,355		—		76,355
Inventory	1,206,290		—		1,206,290
Prepaid expenses and other current assets	72,758		—		72,758
Property, plant and equipment	154,407		—		154,407
Acquired developed technologies	5,480,000		—		5,480,000
In-process research and development	160,000		—		160,000
Total acquired identifiable intangible assets	5,640,000		—		5,640,000
Goodwill	947,831		(14,597)		933,234
Deferred tax liabilities, net	(1,083,673)		14,597		(1,069,076)
Accrued liabilities	(131,971)		—		(131,971)
Other assets/liabilities	(35,194)		—		(35,194)
Total purchase consideration	$	7,190,701	$	—	$	7,190,701

The fair value estimates for the assets acquired and liabilities assumed were based upon preliminary calculations, and our estimates and assumptions are subject to change as we obtain additional information for our estimates during the measurement period (up to one year from the Closing Date). During the three months ended December 31, 2021, we recorded a measurement period adjustment which reduced deferred tax liabilities, net and goodwill by $14.6 million. The measurement period adjustment primarily related to the refinement of the opening UK net operating loss position of GW.

Inventory

Inventories acquired included raw materials, work in progress and finished goods. Inventories were recorded at their estimated fair values. The inventory was valued at estimated selling price less the estimated costs to be incurred to complete (in the case of work in progress) and sell the inventory, the associated margins on these activities and holding costs. A step-up in value of inventory of $1,062.6 million was recorded in connection with the GW Acquisition. The step-up expense will be recorded in cost of product sales on our consolidated statements of income (loss) as the inventory is sold to customers from the Closing Date.

Intangible assets

The fair value of acquired intangible assets was $5,640.0 million. The intangible assets include acquired developed technologies, primarily related to Epidiolex, and IPR&D.

The fair value of the Epidiolex acquired developed technology asset was determined by applying the income approach, which recognizes that the fair value of an asset is premised upon the expected receipt of future economic benefits such as earnings and cash inflows based on current sales projections and estimated direct costs, using a discount rate of 9.4% that reflects the return requirements of the market. This intangible asset is being amortized over an estimated useful life of 12 years.

Acquired IPR&D relates to nabiximols, which is currently in Phase 3 clinical trials for the treatment of spasticity associated with multiple sclerosis and spinal cord injury. The fair value of acquired IPR&D was determined using the income approach, including the application of probability factors related to the likelihood of success of nabiximols reaching final development and commercialization. The fair value of acquired IPR&D was capitalized as of the Closing Date and is subsequently accounted for as an indefinite-lived intangible asset until completion or abandonment of the associated research and development efforts. Accordingly, during the development period after the Closing Date, this asset will not be amortized into earnings; instead, it will be subject to periodic impairment testing.

Some of the more significant assumptions inherent in the development of intangible asset fair values include: the amount and timing of projected future cash flows (including revenue, cost of sales, research and development cost and sales and

marketing expenses); probability of success; the discount rate selected to measure inherent risk of future cash flows; and the assessment of the asset’s life cycle and the competitive trends impacting the asset, among other factors.

Deferred tax liabilities, net

The net deferred tax liability relates to the difference between the financial statement carrying amount and the tax basis of acquired intangible assets and inventory, partially offset by acquired net operating loss carryforwards and other temporary differences.

Other tangible assets and liabilities

Other tangible assets and liabilities were valued at their respective carrying amounts as management believes that these amounts approximated their acquisition-date fair values.

Goodwill

Goodwill represents the excess of the total purchase consideration over the estimated fair value of net assets acquired and was recorded in the consolidated balance sheet as of the Closing Date. The goodwill was primarily attributable to the establishment of the deferred tax liability for the acquired intangible assets and inventory. We do not expect any portion of this goodwill to be deductible for income tax purposes.

Pro Forma Financial Information (Unaudited)

The following unaudited supplemental pro forma information presents the combined historical results of income (loss) of the Company and GW for 2021 and 2020, respectively, as if the GW Acquisition had been completed on January 1, 2020. The primary pro forma adjustments include:

•The exclusion of acquisition-related and integration expenses of $357.6 million in 2021 and related income tax expense of $23.6 million. The inclusion of acquisition-related and integration expenses of $386.7 million in 2020 and related income tax benefit of $27.9 million.

•An increase in amortization expense of $159.1 million in 2021 and related income tax benefit of $30.2 million. An increase in amortization expense of $464.6 million in 2020 and related income tax benefit of $88.3 million.

•An increase in cost of product sales of $81.9 million in 2021 and related income tax benefit of $12.4 million. An increase in cost of product sales of $296.3 million in 2020 and related income tax benefit of $59.5 million.

•An increase in interest expense of $49.1 million in 2021 and related income tax benefit of $9.0 million. An increase in interest expense of $241.0 million in 2020 and related income tax benefit of $51.9 million. The increase in interest arose on additional borrowings made to partially fund the GW Acquisition as if the borrowings had occurred on January 1, 2020.

The unaudited pro forma results do not assume any operating efficiencies as a result of the consolidation of operations and are as follows (in thousands):


	Year Ended December 31,
		2021		2020
Total revenues		$	3,294,697	$	2,890,772
Net loss		$	(422,588)	$	(980,481)

Asset Acquisition and Exclusive License Agreement

In October 2020, we entered into an asset purchase and exclusive license agreement with SpringWorks Therapeutics, Inc., or SpringWorks, under which we acquired SpringWorks’ fatty acid amide hydrolase, or FAAH, inhibitor program. Under the terms of the agreement, SpringWorks has assigned or exclusively licensed all assets relating to its FAAH inhibitor program to us, including assignment of SpringWorks’ proprietary FAAH inhibitor PF-04457845, or PF-’845, now named JZP150 and its license agreement with Pfizer, Inc., or Pfizer, under which Pfizer exclusively licensed PF-’845 to SpringWorks in 2017. In addition to assuming all milestone and royalty obligations owed by SpringWorks to Pfizer, we made an upfront payment of $35.0 million to SpringWorks, which was recorded as acquired IPR&D expense in our consolidated statement of income for the year ended December 31, 2020, and may make potential milestone payments to SpringWorks of up to $375.0 million upon the achievement of certain clinical, regulatory and commercial milestones, and pay incremental tiered royalties to SpringWorks on future net sales of JZP150 in the mid- to high-single digit percentages.

License Agreement

In December 2019, we entered into an exclusive license agreement, or original license agreement, with Pharma Mar, S.A., or PharmaMar, for development and U.S. commercialization of Zepzelca. Zepzelca was granted orphan drug designation for relapsed SCLC by FDA in August 2018. In December 2019, PharmaMar submitted a new drug application, or NDA, to FDA for accelerated approval of Zepzelca for relapsed SCLC based on data from a Phase 2 trial, and in February 2020, FDA accepted the NDA for filing with priority review. In June 2020, FDA approved the NDA for Zepzelca for the treatment of adult patients with metastatic SCLC with disease progression on or after platinum-based chemotherapy.

Under the terms of the original license agreement, which became effective in January 2020 upon expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, we paid PharmaMar an upfront payment of $200.0 million, which was recorded as acquired IPR&D expense in our consolidated statement of income for the year ended December 31, 2020. In June 2020, we made a milestone payment of $100.0 million to PharmaMar following FDA accelerated approval of Zepzelca, which was capitalized as an intangible asset on our consolidated balance sheet. In October 2021, we reached our first sales milestone triggering a payment of $25.0 million, which was capitalized as an intangible asset on our consolidated balance sheet.

PharmaMar is eligible to receive potential future regulatory milestone payments of up to $150.0 million upon the achievement of continued U.S. regulatory approval of Zepzelca following the successful completion of confirmatory trials within certain timelines. PharmaMar is also eligible to receive up to $525.0 million in potential U.S. commercial milestone payments, as well as incremental tiered royalties on future net sales of Zepzelca ranging from the high teens up to 30 percent. PharmaMar may receive additional payments on approval of other indications, with any such payments creditable against commercial milestone payment obligations. PharmaMar retains production rights for Zepzelca and will supply the product to us.

In October 2020, we entered into an amendment and restatement of the original license agreement with PharmaMar, or the amended license agreement, which expanded our exclusive license to include rights to develop and commercialize Zepzelca in Canada. To date, we have paid PharmaMar an upfront payment of $1.0 million, which was recorded as acquired IPR&D expense in our consolidated statement of income for the year ended December 31, 2020, and a milestone payment of $1.0 million in September 2021 following the first NDA Approval by Health Canada, which was capitalized as an intangible asset on our consolidated balance sheet. PharmaMar is also eligible to receive up to $6.0 million in potential Canadian regulatory and commercial milestone payments, as well as incremental tiered royalties on future Canadian net sales of Zepzelca ranging from the high teens up to 30 percent.

Asset Acquisition

In August 2019, we announced the acquisition of Cavion, Inc., or Cavion, a clinical-stage biotechnology company, for an upfront payment of $52.5 million with the potential for additional payments of up to $260.0 million upon the achievement of certain clinical, regulatory and commercial milestones, for a total potential consideration of $312.5 million. As a result of the acquisition, we added JZP385, a modulator of T-type calcium channels, for the potential treatment of essential tremor, to our clinical pipeline. The acquisition of Cavion was accounted for as an asset acquisition because it did not meet the definition of a business.

The following table summarizes the total consideration for the acquisition and the value of assets acquired and liabilities assumed (in thousands):


Consideration
Upfront payment for acquisition of Cavion's outstanding shares	$	52,500
Cash acquired	397
Working capital adjustment	(255)
Transaction costs	2,829
Total consideration	$	55,471

Assets Acquired and Liabilities Assumed
Cash	$	397
In-process research and development	48,275
Deferred tax assets	7,995
Other assets and liabilities	(1,196)
Total net assets acquired	$	55,471

The value attributed to in-process research and development related to JZP385 and was expensed as it was determined to have no alternative future use.

Collaboration and License Agreement

In January 2019, we entered into a strategic collaboration agreement with Codiak BioSciences, Inc., or Codiak, focused on the research, development and commercialization of exosome therapeutics to treat cancer. Codiak granted us an exclusive, worldwide, royalty-bearing license to develop, manufacture and commercialize therapeutic candidates directed at five targets to be developed using Codiak's engEx™ precision engineering platform for exosome therapeutics.

Under the terms of the agreement, Codiak is responsible for the execution of preclinical and early clinical development of therapeutic candidates directed at all five targets through Phase 1/2 proof of concept studies. Following the conclusion of the applicable Phase 1/2 study, we will be responsible for future development, potential regulatory submissions and commercialization for each product. Codiak has the option to participate in co-commercialization and cost/profit-sharing in the U.S. and Canada on up to two products.

As part of the agreement, we paid Codiak an upfront payment of $56.0 million in January 2019, which was recorded as acquired IPR&D expense in our consolidated statement of income for the year ended December 31, 2020. Codiak is eligible to receive up to $20.0 million in preclinical development milestone payments. Codiak is also eligible to receive milestone payments totaling up to $200.0 million per target based on investigational new drug application acceptance, clinical and regulatory milestones, including approvals in the U.S., the European Union and Japan, and certain sales milestones. Codiak is also eligible to receive tiered royalties on net sales of each approved product.

Collaboration and Option Agreement

In 2017, we entered into a collaboration and option agreement with ImmunoGen, Inc. and we paid them a non-refundable upfront payment of $75.0 million, which was charged to acquired IPR&D expense upon closing of the transaction.

This agreement was amended in November 2019. Under the amended agreement we had the right to opt into an exclusive, worldwide license to develop and commercialize IMGN632, a CD123-targeted antibody-drug conjugate for hematological malignancies. In December 2020, we exercised our opt-out rights with respect to IMGN632, thereby relinquishing the development and commercialization option.

Cash and Available-for-Sale Securities

12 Months Ended

Dec. 31, 2021

Cash and Cash Equivalents [Abstract]

Cash and Available-for-Sale Securities

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


	December 31, 2021
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Cash and Cash Equivalents		Investments
Cash	$	510,747	$	—	$	—	$	510,747	$	510,747	$	—

Money market funds	80,701		—		—		80,701		80,701		—
Totals	$	591,448	$	—	$	—	$	591,448	$	591,448	$	—


	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 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 $1.8 million, $11.1 million and $20.5 million in 2021, 2020 and 2019, respectively.

Fair Value Measurement

12 Months Ended

Dec. 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 that were measured at fair value on a recurring basis and were categorized using the fair value hierarchy (in thousands):


	December 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	$	—	$	—	$	—	$	—	$	1,360,000	$	1,360,000
Money market funds	80,701		—		80,701		255,652		—		255,652

Foreign exchange forward contracts	—		580		580		—		11,907		11,907
Totals	$	80,701	$	580	$	81,281	$	255,652	$	1,371,907	$	1,627,559
Liabilities:
Cross-currency interest rate contracts	$	—	$	15,232	$	15,232	$	—	$	—	$	—
Interest rate contracts	—		—		—		—		2,835		2,835
Foreign exchange forward contracts	—		3,187		3,187		—		790		790
Totals	$	—	$	18,419	$	18,419	$	—	$	3,625	$	3,625

As of December 31, 2021 our available-for-sale securities were comprised of money market funds and the carrying value was approximately equal to the fair values. Money market funds were measured using quoted prices in active markets, which represent Level 1 inputs. As of December 31, 2020 our available-for-sale securities comprised money market funds and time deposits. Time deposits were measured at fair value using Level 2 inputs. Level 2 inputs are obtained from various third party data providers and 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 cross-currency 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. The interest rate swap agreements matured in July 2021.

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

As of December 31, 2021 and 2020, the carrying amount of investments measured using the measurement alternative for equity investments without a readily determinable fair value was $5.0 million and $4.5 million, respectively. The carrying amount, which is recorded within other non-current assets, is based on the latest observable transaction price.

As of December 31, 2021, the estimated fair values of 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 $576.0 million and $1.1 billion, respectively. The 2024 Notes and the 2026 Notes, together with the 1.875% exchangeable senior notes due 2021, or the 2021 Notes, that were repurchased on maturity on August 15, 2021, are collectively known as the Exchangeable Senior Notes. As of December 31, 2021, the estimated fair value of the Secured Notes, the Dollar Term Loan and the Euro Term Loan, were approximately $1.6 billion, $3.1 billion and $236.0 million, respectively. The fair values of each of these debt facilities was estimated using quoted market prices obtained from brokers (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

12 Months Ended

Dec. 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 foreign exchange rates primarily related to the translation of the Euro Term Loan and sterling and 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, we do not use derivatives for speculative trading purposes.

In order to hedge our exposure to foreign currency exchange risk associated with our Euro Term Loan, we entered into a cross-currency interest rate swap contract in May 2021 with a maturity date of March 31, 2022. The terms of this contract convert the principal repayments and interest payments on our Euro Term Loan into U.S. dollar. As of December 31, 2021, the cross-currency interest rate swap had a notional amount of $251.0 million which is designated for accounting purposes as a fair value hedge. The carrying amount of the Euro Term Loan and the fair value of the cross-currency interest rate swap contract will be remeasured with changes in the euro to U.S. dollar foreign exchange rates recognized within foreign exchange loss in the consolidated statements of income (loss).

The impact on accumulated other comprehensive income (loss) and earnings from the cross-currency interest rate swap contract was as follows (in thousands):


Cross-Currency Interest Rate Contract:	Year Ended December 31, 2021
Loss recognized in accumulated other comprehensive income (loss), net of tax	$	(375)
Loss reclassified from accumulated other comprehensive income (loss) to foreign exchange loss, net of tax	246
Loss recognized in foreign exchange loss	35,885

During the next 12 months, we expect to reclassify $0.1 million of losses, net of tax, on the cross-currency interest rate contract recognized in accumulated other comprehensive income (loss) to foreign exchange gain (loss).

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 December 31, 2021 and 2020, the notional amount of foreign exchange contracts where hedge accounting was not applied was $347.2 million and $357.4 million, respectively.

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


	Year Ended December 31,
Foreign Exchange Forward Contracts:	2021		2020		2019
Gain (loss) recognized in foreign exchange loss	$	(19,585)	$	19,843	$	(6,192)

The cash flow effects of our derivative contracts are included within net cash provided by operating activities in the consolidated statements of cash flows, except for the settlement of notional amounts of the cross-currency swap, which are included in net cash provided by (used in) financing activities.

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. In May 2021, we repaid the term loan to which these interest rate swap agreements related, at which point the interest rate swap contracts were de-designated as cash flow hedges. The interest rate swap agreements matured in July 2021.

The impact on accumulated other comprehensive income (loss) and earnings from interest rate swap contracts was as follows (in thousands):


	Year Ended December 31,
Interest Rate Contracts:	2021		2020		2019
Loss recognized in accumulated other comprehensive income (loss), net of tax	$	(14)	$	(4,543)	$	(3,903)
Loss (gain) reclassified from accumulated other comprehensive income (loss) to interest expense, net of tax	$	2,482	$	3,401	$	(979)

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

December 31, 2021

Asset Derivatives

Liability Derivatives

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Derivatives designated as hedging instruments:

Cross-currency interest rate contracts

Other current assets

—

Accrued liabilities

15,232

Derivatives not designated as hedging instruments:

Foreign exchange forward contracts

Other current assets

580

Accrued liabilities

3,187

Total fair value of derivative instruments

580

18,419

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 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 consolidated balance sheets of offsetting our interest rate contracts and foreign exchange forward contracts subject to such provisions (in thousands):


	December 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	$	580	$	—	$	580	$	(567)	$	—	$	13
Derivative liabilities	$	(18,419)	$	—	$	(18,419)	$	567	$	—	$	(17,852)


	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

12 Months Ended

Dec. 31, 2021

Inventory Disclosure [Abstract]

Inventories

Inventories consisted of the following (in thousands):


	December 31,
	2021		2020
Raw materials	$	21,550	$	16,003
Work in process	886,849		45,758
Finished goods	164,322		33,635
Total inventories	$	1,072,721	$	95,396

As of December 31, 2021, inventories included $811.3 million related to the purchase accounting inventory fair value step-up on inventory acquired in the GW Acquisition.

Other Current Assets

12 Months Ended

Dec. 31, 2021

Other Current Assets [Abstract]

Other Current Assets

Other current assets consisted of the following (in thousands):


	December 31,
	2021		2020
Deferred charge for income taxes on intercompany profit	$	203,480	$	114,234
Other	48,912		38,257
Total other current assets	$	252,392	$	152,491

Property, Plant and Equipment

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

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


	December 31,
	2021		2020
Construction-in-progress	$	86,511	$	7,262
Manufacturing equipment and machinery	69,079		33,465
Leasehold improvements	66,318		54,113
Land and buildings	64,008		47,555

Computer software	25,646		22,781
Computer equipment	16,234		18,749
Furniture and fixtures	14,412		11,598


Subtotal	342,208		195,523
Less accumulated depreciation and amortization	(85,371)		(67,588)
Property, plant and equipment, net	$	256,837	$	127,935

Depreciation and amortization expense on property, plant and equipment amounted to $26.7 million, $18.7 million and $15.3 million for the years ended December 31, 2021, 2020 and 2019, respectively.

Goodwill and Intangible Assets

12 Months Ended

Dec. 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
Goodwill arising from the GW Acquisition	933,234

Foreign exchange	(63,928)
Balance at December 31, 2021	$	1,827,609

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


	December 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	11.4	$	8,195,675	$	(1,198,333)	$	6,997,342	$	3,379,162	$	(1,184,111)	$	2,195,051
Manufacturing contracts	—	12,124		(12,124)		—		13,135		(13,135)		—
Trademarks	—	2,893		(2,893)		—		2,917		(2,917)		—

Total finite-lived intangible assets		8,210,692		(1,213,350)		6,997,342		3,395,214		(1,200,163)		2,195,051
Acquired IPR&D assets		154,986		—		154,986		—		—		—
Total intangible assets		$	8,365,678	$	(1,213,350)	$	7,152,328	$	3,395,214	$	(1,200,163)	$	2,195,051

The increase in the gross carrying amount of intangible assets as of December 31, 2021 compared to December 31, 2020 primarily reflects the intangible assets arising from the GW Acquisition, as described in Note 3, partially offset by the de-recognition of the fully amortized Erwinaze intangible assets and the negative impact of foreign currency translation adjustments due to the weakening of sterling and 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 December 31, 2021, and assuming the underlying assets will not be impaired and that we will not change the expected lives of any other assets, future amortization expenses were estimated as follows (in thousands):


Year Ending December 31,	Estimated Amortization Expense

2022	$	627,866
2023	627,866
2024	627,866
2025	627,866
2026	627,866
Thereafter	3,858,012
Total	$	6,997,342

Accrued Liabilities

12 Months Ended

Dec. 31, 2021

Payables and Accruals [Abstract]

Accrued Liabilities

Accrued liabilities consisted of the following (in thousands):


	December 31,
	2021		2020
Rebates and other sales deductions	$	215,397	$	127,534
Employee compensation and benefits	158,870		102,601
Accrued interest	48,640		5,722
Clinical trial accruals	25,612		9,108
Accrued milestones	25,000		—
Consulting and professional services	22,507		6,660
Selling and marketing accruals	21,566		6,742
Accrued royalties	20,345		15,230
Derivative instrument liabilities	18,419		3,625
Inventory-related accruals	16,166		9,809
Sales return reserve	15,814		18,368
Current portion of lease liabilities	15,763		14,457
Accrued construction-in-progress	2,894		1,119



Other	59,311		31,757
Total accrued liabilities	$	666,304	$	352,732

Debt

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Debt

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


	December 31,
	2021		2020
2021 Notes	$	—	$	218,812
Unamortized discount and debt issuance costs on 2021 Notes	—		(5,883)
2021 Notes, net	—		212,929

2024 Notes	575,000		575,000
Unamortized discount and debt issuance costs on 2024 Notes	(71,237)		(95,275)
2024 Notes, net	503,763		479,725

2026 Notes	1,000,000		1,000,000
Unamortized discount and debt issuance costs on 2026 Notes	(150,730)		(179,518)
2026 Notes, net	849,270		820,482

Secured Notes	1,473,810		—

Term Loan	3,223,100		581,702


Total debt	6,049,943		2,094,838
Less current portion	31,000		246,322
Total long-term debt	$	6,018,943	$	1,848,516

Credit Agreement

On May 5, 2021, the Company, Jazz Financing Lux S.à.r.l., or Jazz Lux, and certain of our other subsidiaries, as borrowers, (collectively with the Company and Jazz Lux, the “Borrowers”), entered into the Credit Agreement, that provides for (i) the Dollar Term Loan which was drawn by Jazz Lux on the Closing Date in U.S. dollars (ii) the Euro Term Loan which was drawn by Jazz Lux on the Closing Date in Euros and (iii) the Revolving Credit Facility, which is available to be drawn by any Borrower in U.S. dollars.

We used the proceeds from the Term Loan (i) to repay in full $575.9 million under that certain credit agreement, dated as of June 18, 2015 (as amended) among the Company, and certain of our other subsidiaries as borrowers, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent, or the Existing Credit Agreement, (ii) to fund, in part, the cash consideration payable in connection with the GW Acquisition and (iii) to pay related fees and expenses. Upon the repayment in full of loans under the Existing Credit Agreement, it was terminated and all guarantees and liens thereunder were released.

Loans under the Term Loan and Revolving Credit Facility bear interest at a rate equal to (A) in the case of the Dollar Term Loan and the Revolving Credit Facility, at the applicable Borrower’s option, either (a) London Inter-Bank Offered Rate, or LIBOR or (b) the prime lending rate and (B) in the case of the Euro Term Loan, Euro Inter-Bank Offered Rate, or EURIBOR, in each case, plus an applicable margin. The applicable margin for the Term Loan is 3.50% (in the case of LIBOR or EURIBOR borrowings) and 2.50% (in the case of borrowings at the prime lending rate). The applicable margin for the Revolving Credit Facility ranges from 3.25% to 2.75% (in the case of LIBOR borrowings) and 2.25% to 1.75% (in the case of borrowings at the prime lending rate), depending on our first lien secured net leverage ratio level. The Dollar Term Loan is subject to a LIBOR floor of 0.50%, the Euro Term Loan and loans under the Revolving Credit Facility are not subject to a EURIBOR or LIBOR (as applicable) floor. The Revolving Credit Facility has a commitment fee payable on the undrawn amount ranging from 0.50% to 0.40% per annum based upon our first lien secured net leverage ratio.

As of December 31, 2021, the interest rate and effective interest rate on the Dollar Term Loan were 4.00% and 4.55%, respectively. The interest rate and effective interest rate on the Euro Term Loan were 4.43% and 4.93%, respectively. As of December 31, 2021, we had an undrawn Revolving Credit Facility totaling $500.0 million.

The Borrowers’ obligations under the Credit Agreement and any hedging or cash management obligations entered into with any lender thereunder are guaranteed by the Company, the other borrowers, and each of the Company’s other existing or subsequently acquired or organized direct and indirect subsidiaries (subject to certain exceptions), or the Guarantors. We refer to the Borrowers and the Guarantors collectively as the “Loan Parties.”

The Loan Parties’ obligations under the Credit Agreement are secured, subject to customary permitted liens and other exceptions, by a security interest in (a) all tangible and intangible assets of the Loan Parties, except for certain excluded assets, and (b) all of the equity interests of the subsidiaries of the Loan Parties held by the Loan Parties.

We may make voluntary prepayments at any time without payment of a premium or penalty, subject to certain exceptions, and are required to make certain mandatory prepayments of outstanding indebtedness under the Credit Agreement in certain circumstances.

Principal repayments of the Dollar Term Loan, which are due quarterly, began in September 2021 and are equal to 1.0% per annum of the original principal amount of $3.1 billion with any remaining balance payable on the maturity date. The Euro Term Loan does not have any mandatory principal repayments during its term, however in September and December 2021, we made voluntary prepayments totaling €416.7 million or $502.0 million.

The Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants applicable to the Company and its restricted subsidiaries, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, prepayment of junior indebtedness and dividends and other distributions. The Credit Agreement contains financial covenants that require the Company and its restricted subsidiaries to (a) not exceed a maximum first lien secured net leverage ratio and (b) not fall below a minimum interest coverage ratio, provided that such covenants apply only to the Revolving Credit Facility and are applicable only if amounts are drawn (or non-cash collateralized letters of credit in excess of $50 million are outstanding) under the Revolving Credit Facility. The Credit Agreement also contains customary events of default relating to, among other things, failure to make payments, breach of covenants and breach of representations.

2029 Senior Secured Notes

On April 29, 2021, Jazz Securities Designated Activity Company, or Jazz Securities, a direct wholly owned subsidiary of the Company, closed the offering of the Secured Notes in a private placement. We used the proceeds from the Secured Notes to fund, in part, the cash consideration payable in connection with the GW Acquisition.

Interest on the Secured Notes is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2022, at a rate of 4.375% per year. The Secured Notes mature on January 15, 2029.

The Secured Notes are jointly and severally guaranteed by the Company and each of its restricted subsidiaries, other than Jazz Securities, that is a borrower, or a guarantor, under the Credit Agreement. The Secured Notes and related guarantees are secured by a first priority lien (subject to permitted liens and certain other exceptions), equally and ratably with the Credit Agreement, on the collateral securing the Credit Agreement.

Except as described below, the Secured Notes may not be optionally redeemed before July 15, 2024. Thereafter, some or all of the Secured Notes, may be redeemed at any time and from time to time at a specified redemption prices, plus accrued and unpaid interest, if any, to, but excluding, to the redemption date. Jazz Securities may redeem all but not part of the Secured Notes at its option at any time in connection with certain tax-related events and may redeem some or all of the Secured Notes at any time and from time to time prior to July 15, 2024 at a price equal to 100% of the principal amount of the Secured Notes to be redeemed plus a “make whole” premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, Jazz Securities may redeem up to 40% of the aggregate principal amount of the Secured Notes at any time and from time to time prior to July 15, 2024, with the net proceeds of certain equity offerings at a price of 104.375% of the principal amount of such Secured Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, during each of the three consecutive twelve-month periods commencing on the issue date of the Secured Notes, Jazz Securities may redeem up to 10% of the original aggregate initial principal amount of the Secured Notes at a redemption price of 103% of the principal amount of such Secured Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

If Jazz undergoes a change of control, Jazz Securities will be required to make an offer to purchase all of the Secured Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase, subject to certain exceptions.

The indenture governing the Secured Notes contains customary affirmative covenants and negative covenants applicable to the Company and its restricted subsidiaries, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, prepayment of junior indebtedness and dividends and other distributions. If Jazz Securities or the Company’s restricted subsidiaries engage in certain asset sales, Jazz Securities will be required under certain circumstances to make an offer to purchase the Secured Notes at 100% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.

As of December 31, 2021, the interest rate and effective interest rate on the Secured Notes were 4.375% and 4.64%, respectively.

Exchangeable Senior Notes Due 2026

In 2020 we completed a private placement of $1.0 billion principal amount of the 2026 Notes. We used a portion of the net proceeds from this offering to repurchase for cash $332.9 million aggregate principal amount of the 2021 Notes through privately-negotiated transactions concurrently with the offering of the 2026 Notes. Interest on the 2026 Notes is payable semi-annually in cash in arrears on June 15 and December 15 of each year, beginning on December 15, 2020, at a rate of 2.00% per year. In certain circumstances, we may be required to pay additional amounts as a result of any applicable tax withholding or deductions required in respect of payments on the 2026 Notes. The 2026 Notes mature on June 15, 2026, unless earlier exchanged, repurchased or redeemed.

The holders of the 2026 Notes have the ability to require us to repurchase all or a portion of their 2026 Notes for cash in the event we undergo certain fundamental changes, such as specified change of control transactions, our liquidation or dissolution or the delisting of our ordinary shares from any of The New York Stock Exchange, The Nasdaq Global Market, The Nasdaq Global Select Market or The Nasdaq Capital Market (or any of their respective successors). Additionally, the terms and covenants in the indenture related to the 2026 Notes include certain events of default after which the 2026 Notes may be due and payable immediately. Prior to June 15, 2026, we may redeem the 2026 Notes, in whole but not in part, subject to compliance with certain conditions, if we have, or on the next interest payment date would, become obligated to pay to the holder of any 2026 Notes additional amounts as a result of certain tax-related events. We also may redeem the 2026 Notes on or after June 20, 2023 and prior to March 15, 2026, in whole or in part, if the last reported sale price per ordinary share has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide the notice of redemption.

The 2026 Notes are exchangeable at an initial exchange rate of 6.4182 ordinary shares per $1,000 principal amount of 2026 Notes, which is equivalent to an initial exchange price of approximately $155.81 per ordinary share. Upon exchange, the 2026 Notes may be settled in cash, ordinary shares or a combination of cash and ordinary shares, at our election. Our intent and

policy is to settle the principal amount of the 2026 Notes in cash upon exchange. The exchange rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain make-whole fundamental changes occurring prior to the maturity date of the 2026 Notes or upon our issuance of a notice of redemption, we will in certain circumstances increase the exchange rate for holders of the 2026 Notes who elect to exchange their 2026 Notes in connection with that make-whole fundamental change or during the related redemption period. Prior to March 15, 2026, the 2026 Notes will be exchangeable only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.

In accounting for the issuance of the 2026 Notes, we separated the 2026 Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the estimated fair value of a similar liability that does not have an associated exchange feature. The carrying amount of the equity component representing the exchange option was determined by deducting the fair value of the liability component from the face value of the 2026 Notes as a whole. The excess of the principal amount of the liability component over its carrying amount will be amortized to interest expense over the expected life of the 2026 Notes using the effective interest method with an effective interest rate of 5.98% per annum. We have determined the expected life of the 2026 Notes to be equal to the original 6-year term. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. As of December 31, 2021, the “if converted value” of the 2026 Notes did not exceed the principal amount of the 2026 Notes. As of December 31, 2020, the “if converted value” of the 2026 Notes exceeded the principal amount by $59.3 million.

We allocated the total issuance costs incurred of $18.6 million to the liability and equity components based on their relative values. Issuance costs attributable to the liability component will be amortized to expense over the term of the 2026 Notes, and issuance costs attributable to the equity component were included with the equity component in our shareholders’ equity.

As of December 31, 2021 and 2020, the carrying value of the equity component of the 2026 Notes, net of equity issuance costs, was $176.3 million.

Exchangeable Senior Notes Due 2024

In 2017, we completed a private placement of $575.0 million principal amount of 2024 Notes. We used the net proceeds from this offering to repay $500.0 million in outstanding loans under the revolving credit facility and to pay related fees and expenses. We used the remainder of the net proceeds for general corporate purposes. Interest on the 2024 Notes is payable semi-annually in cash in arrears on February 15 and August 15 of each year, beginning on February 15, 2018, at a rate of 1.50% per year. In certain circumstances, we may be required to pay additional amounts as a result of any applicable tax withholding or deductions required in respect of payments on the 2024 Notes. The 2024 Notes mature on August 15, 2024, unless earlier exchanged, repurchased or redeemed.

The holders of the 2024 Notes have the ability to require us to repurchase all or a portion of their 2024 Notes for cash in the event we undergo certain fundamental changes, such as specified change of control transactions, our liquidation or dissolution or the delisting of our ordinary shares from The Nasdaq Global Select Market. Prior to August 15, 2024, we may redeem the 2024 Notes, in whole but not in part, subject to compliance with certain conditions, if we have, or on the next interest payment date would, become obligated to pay to the holder of any 2024 Notes additional amounts as a result of certain tax-related events. We also may redeem the 2024 Notes on or after August 20, 2021, in whole or in part, if the last reported sale price per ordinary share has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide the notice of redemption.

The 2024 Notes are exchangeable at an initial exchange rate of 4.5659 ordinary shares per $1,000 principal amount of 2024 Notes, which is equivalent to an initial exchange price of approximately $219.02 per ordinary share. Upon exchange, the 2024 Notes may be settled in cash, ordinary shares or a combination of cash and ordinary shares, at our election. Our intent and policy is to settle the principal amount of the 2024 Notes in cash upon exchange. The exchange rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain make-whole fundamental changes occurring prior to the maturity date of the 2024 Notes or upon our issuance of a notice of redemption, we will in certain circumstances increase the exchange rate for holders of the 2024 Notes who elect to exchange their 2024 Notes in connection with that make-whole fundamental change or during the related redemption period. Prior to May 15, 2024, the 2024 Notes will be exchangeable only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.

In accounting for the issuance of the 2024 Notes, we separated the 2024 Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the estimated fair value of a similar liability that does

not have an associated exchange feature. The carrying amount of the equity component representing the exchange option was determined by deducting the fair value of the liability component from the face value of the 2024 Notes as a whole. The excess of the principal amount of the liability component over its carrying amount will be amortized to interest expense over the expected life of the 2024 Notes using the effective interest method with an effective interest rate of 6.8% per annum. We have determined the expected life of the 2024 Notes to be equal to the original seven-year term. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. As of December 31, 2021 and 2020, the “if-converted value” did not exceed the principal amount of the 2024 Notes.

We allocated the total issuance costs incurred of $15.6 million to the liability and equity components based on their relative values. Issuance costs attributable to the liability component will be amortized to expense over the term of the 2024 Notes, and issuance costs attributable to the equity component were included with the equity component in our shareholders’ equity.

As of December 31, 2021 and 2020, the carrying value of the equity component of the 2024 Notes, net of equity issuance costs, was $149.8 million.

Exchangeable Senior Notes Due 2021

In 2014, we completed a private placement of the 2021 Notes with a maturity date of August 15, 2021. Interest on the 2021 Notes was payable semi-annually in cash in arrears on February 15 and August 15 of each year, beginning on February 15, 2015, at a rate of 1.875% per year. The exchange rate was 5.0057 ordinary shares per $1,000 principal amount of 2021 Notes, which was equivalent to an exchange price of approximately $199.77 per ordinary share.

In accounting for the issuance of the 2021 Notes, we separated the 2021 Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the estimated fair value of a similar liability that does not have an associated exchange feature. The carrying amount of the equity component representing the exchange option was determined by deducting the fair value of the liability component from the face value of the 2021 Notes as a whole. The excess of the principal amount of the liability component over its carrying amount was amortized to interest expense over the expected life of the 2021 Notes using the effective interest method with an effective interest rate of 6.4% per annum.

We allocated the total issuance costs incurred of $16.1 million to the liability and equity components based on their relative values. Issuance costs attributable to the liability component were amortized to interest expense, net over the term of the 2021 Notes, and issuance costs attributable to the equity component were included with the equity component in our shareholders’ equity. In 2020 we repurchased $356.2 million aggregate principal amount of the 2021 Notes and we repurchased the remaining $218.8 million aggregate principal amount on maturity in August 2021.

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.

For the years ended December 31, 2021, 2020 and 2019, we recognized $89.9 million, $87.6 million and $62.5 million, respectively, in interest expense, net related to the contractual coupon rate and the amortization of the debt discount and debt issuance costs on the Exchangeable Senior Notes.

Scheduled maturities with respect to our long-term debt are as follows (in thousands):


Year Ending December 31,	Scheduled Long-Term Debt Maturities
2022	$	31,000
2023	31,000
2024	606,000
2025	31,000
2026	1,031,000
Thereafter	4,665,458
Total	$	6,395,458

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI http://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 20
-Section 50
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-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1I
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Leases

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Leases

We have noncancelable leases for our buildings and growing facilities and we are obligated to make payments under noncancelable operating leases for automobiles used by our sales force.

The components of the lease expense for the years ended December 31, 2021, 2020 and 2019 were as follows (in thousands):



	Year Ended December 31,
Lease Cost	2021		2020		2019
Operating lease cost	$	23,869	$	21,755	$	23,087
Short-term lease cost	5,540		4,079		2,465
Variable lease cost	10		3		5
Sublease income	—		(224)		(634)
Finance Lease Cost
Amortization of leased asset	324		—		—
Interest on lease liabilities	295		—		—
Net lease cost	$	30,038	$	25,613	$	24,923

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



		December 31,
Leases	Classification	2021		2020
Assets
Operating lease assets	Operating lease assets	$	86,586	$	129,169
Finance lease assets	Property, plant and equipment	5,738		—
Total lease assets		$	92,324	$	129,169

Liabilities
Current
Operating lease liabilities	Accrued liabilities	$	15,357	$	14,457
Finance lease liabilities	Accrued liabilities	406		—
Non-current
Operating lease liabilities	Operating lease liabilities, less current portion	87,200		140,035
Finance lease liabilities	Other non-current liabilities	6,269		—
Total lease liabilities		$	109,232	$	154,492



	December 31,
Lease Term and Discount Rate	2021		2020
Weighted-average remaining lease term (years)
Operating leases	6.5		8.7
Finance leases	12.9		—
Weighted-average discount rate
Operating leases	5.2	%	5.3	%
Finance leases	7.4	%	—	%

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



	Year Ended December 31,
	2021		2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	24,847	$	21,678	$	17,066
Operating cash outflows from finance leases	625		—		—
Financing cash outflows from finance leases	324		—		—
Non-cash operating activities:
Operating lease assets obtained in exchange for new operating lease liabilities (1)	$	8,188	$	1,763	$	153,448
Finance lease assets obtained in exchange for new finance lease liabilities	650		—		—
De-recognition of operating lease asset on lease assignment	56,968		—		—
De-recognition of operating lease liability on lease assignment	68,064		—		—

_____________________________

(1)Includes the balances recognized on January 1, 2019 on adoption of ASU No. 2016-02.

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


Year Ending December 31,	Operating Leases		Finance Leases
2022	$	20,373	$	876
2023	19,426		872
2024	20,996		872
2025	14,565		872
2026	12,741		872
Thereafter	34,560		6,135
Total lease payments	$	122,661	$	10,499
Less imputed interest	(20,104)		(3,824)
Present value of lease liabilities	$	102,557	$	6,675

Leases

We have noncancelable leases for our buildings and growing facilities and we are obligated to make payments under noncancelable operating leases for automobiles used by our sales force.

The components of the lease expense for the years ended December 31, 2021, 2020 and 2019 were as follows (in thousands):



	Year Ended December 31,
Lease Cost	2021		2020		2019
Operating lease cost	$	23,869	$	21,755	$	23,087
Short-term lease cost	5,540		4,079		2,465
Variable lease cost	10		3		5
Sublease income	—		(224)		(634)
Finance Lease Cost
Amortization of leased asset	324		—		—
Interest on lease liabilities	295		—		—
Net lease cost	$	30,038	$	25,613	$	24,923

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



		December 31,
Leases	Classification	2021		2020
Assets
Operating lease assets	Operating lease assets	$	86,586	$	129,169
Finance lease assets	Property, plant and equipment	5,738		—
Total lease assets		$	92,324	$	129,169

Liabilities
Current
Operating lease liabilities	Accrued liabilities	$	15,357	$	14,457
Finance lease liabilities	Accrued liabilities	406		—
Non-current
Operating lease liabilities	Operating lease liabilities, less current portion	87,200		140,035
Finance lease liabilities	Other non-current liabilities	6,269		—
Total lease liabilities		$	109,232	$	154,492



	December 31,
Lease Term and Discount Rate	2021		2020
Weighted-average remaining lease term (years)
Operating leases	6.5		8.7
Finance leases	12.9		—
Weighted-average discount rate
Operating leases	5.2	%	5.3	%
Finance leases	7.4	%	—	%

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



	Year Ended December 31,
	2021		2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	24,847	$	21,678	$	17,066
Operating cash outflows from finance leases	625		—		—
Financing cash outflows from finance leases	324		—		—
Non-cash operating activities:
Operating lease assets obtained in exchange for new operating lease liabilities (1)	$	8,188	$	1,763	$	153,448
Finance lease assets obtained in exchange for new finance lease liabilities	650		—		—
De-recognition of operating lease asset on lease assignment	56,968		—		—
De-recognition of operating lease liability on lease assignment	68,064		—		—

_____________________________

(1)Includes the balances recognized on January 1, 2019 on adoption of ASU No. 2016-02.

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


Year Ending December 31,	Operating Leases		Finance Leases
2022	$	20,373	$	876
2023	19,426		872
2024	20,996		872
2025	14,565		872
2026	12,741		872
Thereafter	34,560		6,135
Total lease payments	$	122,661	$	10,499
Less imputed interest	(20,104)		(3,824)
Present value of lease liabilities	$	102,557	$	6,675

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 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 December 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 December 31, 2021, we had $73.2 million of noncancelable purchase commitments due within one year, primarily related to agreements with third party manufacturers. Legal Proceedings We are involved in legal proceedings, including the following matters: Xyrem Class Action From June 2020 to October 2021, a number of lawsuits were filed on behalf of purported direct and indirect Xyrem purchasers, alleging that the patent litigation settlement agreements we entered with generic drug manufacturers who had filed Abbreviated New Drug Applications, or ANDA, 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 referred to as 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. In December 2020, the above 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. 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 August 13, 2021, the United States District Court for the Northern District of California granted in part and denied in part the Company Defendants motion to dismiss the complaints in the cases referenced above. On October 8, 2021, Humana Inc. filed a lawsuit in the United States District Court for the Northern District of California against the Company Defendants, Hikma Pharmaceuticals plc, Hikma Pharmaceuticals USA Inc., Hikma Labs, Inc., Eurohealth (USA), Inc., Amneal Pharmaceuticals LLC, Par Pharmaceutical, Inc., Lupin Ltd., Lupin Pharmaceuticals, Inc., and Lupin Inc, raising similar allegations. On October 8, 2021, Molina Healthcare Inc. filed a lawsuit in the United States District Court for the Northern District of California against the Company Defendants, Hikma Pharmaceuticals plc, Hikma Pharmaceuticals USA Inc., Hikma Labs, Inc., Eurohealth (USA), Inc., Amneal Pharmaceuticals LLC, Par Pharmaceutical, Inc., Lupin Ltd., Lupin Pharmaceuticals, Inc., and Lupin Inc, raising similar allegations. On February 17, 2022, Health Care Service Corporation filed a lawsuit in the United States District Court for the Northern District of California against the Company Defendants, Hikma Pharmaceuticals plc, Hikma Pharmaceuticals USA Inc., Hikma Labs, Inc., Eurohealth (USA), Inc., Amneal Pharmaceuticals LLC, Par Pharmaceutical, Inc., Lupin Ltd., Lupin Pharmaceuticals, Inc., and Lupin Inc, raising similar allegations. The parties have submitted a proposed case schedule through briefing on class certification. A trial date will be set following a ruling on class certification. 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. GW Acquisition Litigation 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 of New York by James Farrell (hereinafter referred to as the Farrell Lawsuit) and an additional suit was filed in New York state court by Brian Levy (hereinafter referred to as the Levy Lawsuit). In addition to Jazz Pharmaceuticals plc, Jazz Pharmaceuticals U.K. 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 (hereinafter 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. On May 27, 2021, a class action lawsuit was filed in the United States District Court for the Southern District of California by plaintiff Kurt Ziegler against GW and its former Directors asserting claims under Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, referred to as the Ziegler Lawsuit. The allegations in the Ziegler Lawsuit are similar to those in the previously dismissed Transaction Litigation. Patent Infringement Litigation Avadel Patent Litigation On May 13, 2021, we filed a patent infringement suit against Avadel Pharmaceuticals plc, or Avadel, and several of its corporate affiliates in the United States District Court for the District of Delaware. The suit alleges that Avadel’s product candidate FT-218 will infringe five of our patents related to controlled release formulations of oxybate and the safe and effective distribution of oxybate. The suit seeks an injunction to prevent Avadel from launching a product that would infringe these patents, and an award of monetary damages if Avadel does launch an infringing product. Avadel filed an answer to the complaint and counterclaims asserting that the patents are invalid or not enforceable, and that its product, if approved, will not infringe our patents. On August 4, 2021, we filed an additional patent infringement suit against Avadel in the United States District Court for the District of Delaware. The second suit alleges that Avadel’s product candidate FT-218 will infringe a newly-issued patent related to sustained-release formulations of oxybate. The suit seeks an injunction to prevent Avadel from launching a product that would infringe this patent, and an award of monetary damages if Avadel does launch an infringing product. Avadel filed an answer to the complaint and counterclaims asserting that the patents are invalid or not enforceable, and that its product, if approved, will not infringe our patents. On November 10, 2021, we filed an additional patent infringement suit against Avadel in the United States District Court for the District of Delaware. The third suit alleges that Avadel’s product candidate FT-218 will infringe a newly-issued patent related to sustained-release formulations of oxybate. The suit seeks an injunction to prevent Avadel from launching a product that would infringe this patent, and an award of monetary damages if Avadel does launch an infringing product. Avadel filed an answer to the complaint and counterclaims asserting that the patents are invalid or not enforceable, and that its product, if approved, will not infringe our patents. Canopy Patent Litigation In December 2020, Canopy Growth Corporation filed a complaint against our subsidiary, GW, in the United States District Court for the Western District of Texas, alleging infringement of its patent, U.S. Patent No. 10,870,632. Canopy claims that our extraction process used to produce material used to produce Epidiolex infringes its patent. Canopy seeks a judgment that we have infringed their patent and an award of monetary damages. In July 2021, we filed an answer to the amended complaint, and counterclaims seeking judgment that the ‘632 patent is invalid and that we have not infringed the patent. In October 2021, the United States District Court for the Western District of Texas held a claim construction hearing regarding the disputed term of the ‘632 patent. In November 2021, the Court issued a claim construction order, which the Company views as generally favorable. On February 23, 2022, the parties filed a Joint Motion and Stipulation to Enter Final Judgment in favor of GW. Pursuant to the stipulation, Canopy has the right to appeal the Court’s ruling on the disputed term. On February 25, 2022, the Court granted the parties’ motion and entered final judgment in favor of GW. Lupin Patent Litigation In June 2021, we received notice from Lupin Inc., or Lupin, that it has filed with FDA an ANDA, for a generic version of Xywav. The notice from Lupin included a “paragraph IV certification” with respect to ten of our patents listed in FDA’s Orange Book for Xywav on the date of our receipt of the notice. The asserted patents relate generally to the composition and method of use of Xywav, and methods of treatment when Xywav is administered concomitantly with certain other medications. A paragraph IV certification is a certification by a generic applicant that alleges that patents covering the branded product are invalid, unenforceable, and/or will not be infringed by the manufacture, use or sale of the generic product. In July 2021, we filed a patent infringement suit against Lupin in the United States District Court for the District of New Jersey. The complaint alleges that by filing its ANDA, Lupin has infringed ten of our Orange Book listed patents. We are seeking a permanent injunction to prevent Lupin from introducing a generic version of Xywav that would infringe our patents. As a result of this lawsuit, we expect that a stay of approval of up to 30 months will be imposed by FDA on Lupin's ANDA. In June 2021, FDA recognized seven years of Orphan Drug Exclusivity for Xywav through July 21, 2027. On October 4, 2021, Lupin filed an answer to the complaint and counterclaims asserting that the patents are invalid or not enforceable, and that its product, if approved, will not infringe our patents. Otsuka Patent Litigation In October 2021, Otsuka Pharmaceutical Co., Ltd., or Otsuka, filed claims against GW Pharma Limited and GW Pharmaceuticals Limited, or collectively, the GW Parties, in the English High Court, Patents Court. Otsuka alleges that under a now-expired Research Collaboration and License Agreement between Otsuka and the GW Parties, Otsuka and the GW Parties jointly own certain patents and other intellectual property, that Epidiolex is covered by that intellectual property, and that Otsuka is therefore due a royalty on net sales of Epidiolex. In December 2021, we filed an application for an order declaring that the English High Court, Patents Court has no jurisdiction over the dispute with Otsuka, or should not exercise its jurisdiction. In January 2022, we filed a lawsuit against Otsuka in the Supreme Court of the State of New York, County of New York, seeking a declaration that Otsuka is not entitled to any royalties on sales of Epidiolex under the Research Collaboration and License Agreement. The Company vigorously enforces its intellectual property rights, but cannot predict the outcome of these matters. 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

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Shareholders' Equity

Shareholders’ Equity

Share Repurchase Program

In November 2016, our board of directors authorized a share repurchase program and as of December 31, 2021 had authorized the repurchase 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. In 2021, we did not repurchase any of our ordinary shares under the share repurchase program. In 2020, we spent a total of $146.5 million to repurchase 1.2 million of our ordinary shares at an average total purchase price, including brokerage commissions, of $121.98 per share. All ordinary shares repurchased were canceled. As of December 31, 2021, the remaining amount authorized under the share repurchase program was $431.2 million.

Authorized But Unissued Ordinary Shares

We had reserved the following shares of authorized but unissued ordinary shares (in thousands):


	December 31,
	2021	2020
2011 Equity Incentive Plan	22,195	21,070
2007 Employee Stock Purchase Plan	3,285	2,600
GW Incentive Plans	1,853	—
Amended and Restated 2007 Non-Employee Directors Stock Award Plan	807	889

2007 Equity Incentive Plan	—	5
Total	28,140	24,564

Dividends

In 2021 and 2020, we did not declare or pay cash dividends on our common equity. Under Irish law, dividends may only be paid, and share repurchases and redemptions must generally be funded only out of, “distributable reserves.” In addition, the terms of our credit agreement restrict our ability to make certain restricted payments, including dividends and other distributions by us in respect of our ordinary shares, subject to, among other exceptions, (1) a general exception for dividends and restricted payments up to $30 million in the aggregate and (2) an exception that allows for restricted payments, subject to a cap equal to the sum of (i) $100 million plus (ii) so long as our secured leverage ratio (as defined in our credit agreement) does not exceed 3:1 after giving pro forma effect to the restricted payment, a formula-based amount tied to our consolidated net income; provided that such cap applies only if our total leverage ratio (as defined in our credit agreement) exceeds 2:1 after giving pro forma effect to the restricted payment. Any future determination as to the payment of dividends will, subject to Irish legal requirements, be at the sole discretion of our board of directors and will depend on our consolidated financial condition, results of operations, capital requirements, compliance with the terms our credit agreement or other future borrowing arrangements, and other factors our board of directors deems relevant.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Section S99
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-Subparagraph (SX 210.3-04)
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-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

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-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 505
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+ Details

Comprehensive Income (Loss)

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Comprehensive Income (Loss)

Comprehensive income (loss) includes net income (loss) and all changes in shareholders’ equity during a period, except for those changes resulting from investments by shareholders or distributions to shareholders.

Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss as of December 31, 2021 and 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 income (loss) before reclassifications	(389)		(268,347)		(268,736)
Amounts reclassified from accumulated other comprehensive income (loss)	2,728		—		2,728
Other comprehensive income (loss), net	2,339		(268,347)		(266,008)
Balance at December 31, 2021	$	(128)	$	(400,232)	$	(400,360)

In 2021, other comprehensive loss reflects foreign currency translation adjustments, primarily due to the weakening of the sterling and euro against the U.S. dollar.

Net Income (Loss) per Ordinary Share

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Net Income (Loss) per Ordinary Share

Net Income (Loss) per Ordinary ShareBasic 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):


	Year Ended December 31,
	2021		2020		2019
Numerator:




Net income (loss)	$	(329,668)	$	238,616	$	523,367
Denominator:
Weighted-average ordinary shares used in per share calculations - basic	59,694		55,712		56,749
Dilutive effect of employee equity incentive and purchase plans	—		805		801

Weighted-average ordinary shares used in per share calculations - diluted	59,694		56,517		57,550

Net income (loss) per ordinary share :



Basic	$	(5.52)	$	4.28	$	9.22



Diluted	$	(5.52)	$	4.22	$	9.09

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 and PRSUs, 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 average share price of our ordinary shares in 2021 exceeded the effective exchange price per ordinary share of the 2026 Notes. However, the potential ordinary shares issuable upon exchange were excluded from the calculation of diluted net loss per ordinary share because their effect would have been anti-dilutive. The average price of our ordinary shares in 2021 did not exceed the effective exchange price per ordinary share of the 2021 Notes and 2024 Notes. The potential issue of ordinary shares issuable upon exchange of the Exchangeable Senior Notes had no effect on diluted net income per ordinary share for 2020 and 2019 as the average price of our ordinary shares during those periods 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 computation of diluted net income (loss) per ordinary share for the years presented because including them would have an anti-dilutive effect (in thousands):


	Year Ended December 31,
	2021	2020	2019
Exchangeable Senior Notes	9,725	8,077	5,504
Employee equity incentive and purchase plans	3,927	4,780	5,000

Segment and Other Information

12 Months Ended

Dec. 31, 2021

Segment Reporting [Abstract]

Segment and Other Information

Segment and Other Information 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.

The following table presents total long-lived assets by location (in thousands):


	December 31,
	2021		2020
Ireland	$	65,478	$	71,906
United Kingdom	176,778		3,438
United States	76,290		157,282
Italy	16,698		16,008
Other	8,179		8,470
Total long-lived assets (1)	$	343,423	$	257,104

_________________________

(1)Long-lived assets consist of property, plant and equipment and operating lease assets.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

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+ Details

Revenues

12 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Revenues

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


	Year Ended December 31,
	2021		2020		2019
Xyrem	$	1,265,830	$	1,741,758	$	1,642,525
Xywav	535,297		15,264		—
Total Oxybate	1,801,127		1,757,022		1,642,525
Epidiolex/Epidyolex	463,645		—		—
Sunosi	57,914		28,333		3,714
Sativex	12,707		—		—
Total Neuroscience	2,335,393		1,785,355		1,646,239
Zepzelca	246,808		90,380		—
Rylaze	85,629		—		—
Vyxeos	134,060		121,105		121,407
Defitelio/defibrotide	197,931		195,842		172,938
Erwinaze/Erwinase	69,382		147,136		177,465
Total Oncology	733,810		554,463		471,810
Other	9,798		6,842		17,552
Product sales, net	3,079,001		2,346,660		2,135,601
Royalties and contract revenues	15,237		16,907		26,160
Total revenues	$	3,094,238	$	2,363,567	$	2,161,761

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


	Year Ended December 31,
	2021		2020		2019
United States	$	2,820,242	$	2,144,541	$	1,964,161
Europe	230,158		175,208		150,201
All other	43,838		43,818		47,399
Total revenues	$	3,094,238	$	2,363,567	$	2,161,761

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


	Year Ended December 31,
	2021		2020		2019
ESSDS	60	%	74	%	76	%
McKesson	12	%	12	%	14	%

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 December 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 $2.8 million in 2021 relating to these upfront payments. The deferred revenue balances are being recognized over an average of four years representing the period 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 year ended December 31, 2021 (in thousands):


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

Additions	483
Amount recognized within royalties and contract revenues	(2,788)
Balance as of December 31 2021	$	2,556

- 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
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+ Details

Share-Based Compensation

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Share-Based Compensation

GW Incentive Plans

On May 5, 2021, Jazz Pharmaceuticals plc acquired the entire issued share capital of GW Pharmaceuticals plc. In connection with the GW Acquisition, we assumed the GW Pharmaceuticals plc 2008 Long-Term Incentive Plan, GW Pharmaceuticals plc 2017 Long-Term Incentive Plan and GW Pharmaceuticals plc 2020 Long-Term Incentive Plan, each as amended from time to time, together referred to as the GW Incentive Plans. The terms of the GW Incentive Plans provide for the grant of stock options, stock appreciation rights, RSUs, other stock awards, and performance awards that may be settled in cash, shares, or other property. Ordinary shares granted to employees in exchange for GW ADS in connection with the GW Acquisition vest ratably over service periods of two years, while all post-acquisition grants vest ratably over service periods of four years, and expire no more than 10 years after the date of grant. As of December 31, 2021, a total of 1,864,475 of our ordinary shares had been authorized for issuance under the GW Incentive Plans.

2011 Equity Incentive Plan

On January 18, 2012, the businesses of Jazz Pharmaceuticals, Inc. and Azur Pharma were combined in a merger transaction, or the Azur Merger. In connection with the Azur Merger, Jazz Pharmaceuticals, Inc.’s board of directors adopted the 2011 Equity Incentive Plan, or the 2011 Plan, in October 2011 and its stockholders approved the 2011 Plan at the special meeting of the stockholders held in December 2011 in connection with the Azur Merger. The 2011 Plan became effective immediately before the consummation of the Azur Merger and was assumed and adopted by us upon the consummation of the Azur Merger. The terms of the 2011 Plan provide for the grant of stock options, stock appreciation rights, RSUs, other stock awards, and performance awards that may be settled in cash, shares, or other property. All outstanding grants under the 2011 Plan were granted to employees and vest ratably over service periods of four years and expire no more than 10 years after the date of grant. As of December 31, 2021, a total of 32,065,082 of our ordinary shares had been authorized for issuance under the 2011 Plan. In addition, the share reserve under the 2011 Plan will automatically increase on January 1 of each year through January 1, 2022, by the least of (a) 4.5% of the total number of ordinary shares outstanding on December 31 of the preceding calendar year, (b) 5,000,000 shares, or (c) such lesser number of ordinary shares as determined by our board of directors. On January 1, 2022, the share reserve under the 2011 Plan automatically increased by 2,771,906 ordinary shares pursuant to this provision.

2007 Equity Incentive Plan

The 2007 Equity Incentive Plan, or the 2007 Plan, which was initially adopted by the Jazz Pharmaceuticals, Inc. board of directors and approved by the Jazz Pharmaceuticals, Inc. stockholders in connection with its initial public offering, was continued and assumed by us upon consummation of the Azur Merger. The 2007 Plan provided for the grant of stock options, RSUs, stock appreciation rights, performance stock awards and other forms of equity compensation to employees, including

officers, non-employee directors and consultants. Prior to the consummation of the Azur Merger, all of the grants under the 2007 Plan were granted to employees and vest ratably over service periods of three to five years and expire no more than 10 years after the date of grant. Effective as of the closing of the Azur Merger on January 18, 2012, the number of shares reserved for issuance under the 2007 Plan was set to 1,000,000 ordinary shares. The share reserve under the 2007 Plan will not automatically increase. Since the Azur Merger, all of the new grants under the 2007 Plan were granted to non-employee directors, vest ratably over service periods of one to three years and expire no more than 10 years after the date of grant. The 2007 Plan expired in April 2017, and accordingly, no new grants can be awarded under the 2007 Plan. As of December 31, 2021, the number of shares reserved represents issuable shares from options granted but not yet exercised under the 2007 Plan.

2007 Employee Stock Purchase Plan

In 2007, Jazz Pharmaceuticals, Inc.’s employees became eligible to participate in the ESPP. The ESPP was amended and restated by Jazz Pharmaceuticals, Inc.’s board of directors in October 2011 and approved by its stockholders in December 2011. The amended and restated ESPP became effective immediately prior to the effective time of the Azur Merger and was assumed by us upon the consummation of the Azur Merger. The amended and restated ESPP allows our eligible employee participants (including employees of any of a parent or subsidiary company if our board of directors designates such company as eligible to participate) to purchase our ordinary shares at a discount of 15% through payroll deductions. The ESPP consists of a fixed offering period of 24 months with four purchase periods within each offering period. The number of shares available for issuance under our ESPP during any six-month purchase period is 175,000 shares. As of December 31, 2021, a total of 6,105,282 of our ordinary shares had been authorized for issuance under the ESPP. The share reserve under the ESPP will automatically increase on January 1 of each year through January 1, 2022, by the least of (a) 1.5% of the total number of ordinary shares outstanding on December 31 of the preceding calendar year, (b) 1,000,000 shares, and (c) such lesser number of ordinary shares as determined by our board of directors or a duly-authorized committee thereof. On January 1, 2022, the share reserve under the ESPP automatically increased by 923,968 ordinary shares pursuant to this provision.

Amended and Restated 2007 Non-Employee Directors Stock Award Plan

The Amended and Restated 2007 Non-Employee Directors Stock Award Plan, or the 2007 Directors Award Plan, which was initially adopted by the Jazz Pharmaceuticals, Inc. board of directors and approved by the Jazz Pharmaceuticals, Inc. stockholders in connection with its initial public offering, was continued and assumed by us upon the consummation of the Azur Merger. Until October 2011, the 2007 Directors Award Plan provided for the automatic grant of stock options to purchase shares of Jazz Pharmaceuticals, Inc.’s common stock to its non-employee directors initially at the time any individual first became a non-employee director, which vest over three years, and then annually over their period of service on its board of directors, which vest over one year. On October 24, 2011, Jazz Pharmaceuticals, Inc.’s board of directors amended the 2007 Directors Award Plan to eliminate all future initial and annual automatic grants so that future automatic grants would not be made that would be subject to the excise tax imposed by Section 4985 of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code, in connection with the Azur Merger. Accordingly, all future stock option grants under the 2007 Directors Award Plan will be at the discretion of our board of directors. Since the Azur Merger, all of the new grants under the 2007 Directors Award Plan were granted to non-employee directors and vest ratably over service periods of one to three years and expire no more than 10 years after the date of grant. In addition, the 2007 Directors Award Plan provides the source of shares to fund distributions made prior to August 15, 2010 under the Directors Deferred Compensation Plan described below. In August 2016, our shareholders approved our proposal to expand the types of stock awards that may be granted to our non-employee directors under the 2007 Directors Award Plan and eliminate the final automatic share reserve increase under the 2007 Directors Award Plan that was scheduled to occur on January 1, 2017. In July 2020, our shareholders approved our proposal to increase the number of ordinary shares authorized for issuance under the 2007 Directors Award Plan by 500,000 shares. As of December 31, 2021, a total of 1,403,938 of our ordinary shares had been authorized for issuance under the 2007 Directors Award Plan.

Amended and Restated Directors Deferred Compensation Plan

In May 2007, the Jazz Pharmaceuticals, Inc. board of directors adopted the Directors Deferred Compensation Plan, or the Directors Deferred Plan, which was amended in December 2008 and was then amended and restated in August 2010, and which was continued and assumed by us upon consummation of the Azur Merger. The Directors Deferred Plan allows each non-employee director to elect to defer receipt of all or a portion of his or her annual retainer fees to a future date or dates. Amounts deferred under the Directors Deferred Plan are credited as shares of Jazz Pharmaceuticals, Inc.’s common stock (or our ordinary shares following the Azur Merger) to a phantom stock account, the number of which are based on the amount of the retainer fees deferred divided by the market value of Jazz Pharmaceuticals, Inc.’s common stock (or our ordinary shares following the Azur Merger) on the first trading day of the first open window period following the date the retainer fees are deemed earned. On the 10th business day following the day of separation from the board of directors or the occurrence of a change in control, or

as soon thereafter as practical once the non-employee director has provided the necessary information for electronic deposit of the deferred shares, each non-employee director will receive (or commence receiving, depending upon whether the director has elected to receive distributions from his or her phantom stock account in a lump sum or in installments over time) a distribution of his or her phantom stock account, in our ordinary shares (i) reserved under the 2007 Directors Option Plan prior to August 15, 2010 and (ii) from a new reserve of 200,000 shares set up under the Directors Deferred Plan on August 15, 2010. Since the consummation of the Azur Merger we have not permitted non-employee directors to defer any annual retainer fees under the Directors Deferred Plan. On October 31, 2019, our board of directors approved the termination of the Directors Deferred Plan, and all outstanding phantom stock was distributed to each applicable non-employee director on November 2, 2020. We recorded no expense in 2021, 2020 and 2019 related to retainer fees earned and deferred.

Share-Based Compensation

The table below shows, for market strike price option grants, the weighted-average assumptions used in the Black-Scholes option pricing model and the resulting weighted-average grant date fair value of market strike price option grants granted in each of the past three years:


	Year Ended December 31,
	2021			2020			2019
Grant date fair value	$	51.39		$	34.68		$	42.09
Volatility	37		%	33		%	32		%
Expected term (years)	4.5			4.6			4.5
Range of risk-free rates	0.4-0.8%			0.2-1.6%			1.3-2.5%
Expected dividend yield	—		%	—		%	—		%

We rely on a blend of the historical and implied volatilities of our own ordinary shares to determine expected volatility for share option grants. In addition, we use a single volatility estimate for each share option grant. The weighted-average volatility is determined by calculating the weighted average of volatilities for all share options granted in a given year.

The expected term of share option grants represents the weighted-average period the awards are expected to remain outstanding and our estimates were based on historical exercise data. The risk-free interest rate assumption was based on zero coupon U.S. Treasury instruments whose term was consistent with the expected term of our share option grants. The expected dividend yield assumption was based on our history and expectation of dividend payouts.

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


	Year Ended December 31,
	2021		2020		2019
Selling, general and administrative	$	135,285	$	84,384	$	78,697
Research and development	43,758		29,242		25,229
Cost of product sales	9,963		7,372		6,637
Total share-based compensation expense, pre-tax	189,006		120,998		110,563
Income tax benefit from share-based compensation expense	(33,958)		(12,838)		(15,712)
Total share-based compensation expense, net of tax	$	155,048	$	108,160	$	94,851

We recognized income tax benefits related to share option exercises of $9.3 million, $3.9 million and $5.1 million in 2021, 2020 and 2019, respectively.

Share Options

The following table summarizes information as of December 31, 2021 and activity during 2021 related to our share option plans:


	Shares Subject to Outstanding Options (In thousands)	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (In thousands)
Outstanding at January 1, 2021	5,279	$	130.51
Options granted	110	164.45
Options exercised	(1,041)	114.33
Options forfeited	(137)	139.24
Options expired	(90)	164.45
Outstanding at December 31, 2021	4,121	$	134.48	5.6	$	30,696
Vested and expected to vest at December 31, 2021	4,039	$	134.56	5.6	$	30,164
Exercisable at December 31, 2021	3,270	$	135.06	5.1	$	26,248

Aggregate intrinsic value shown in the table above is equal to the difference between the exercise price of the underlying share options and the fair value of our ordinary shares for share options that were in the money. The aggregate intrinsic value changes based on the fair market value of our ordinary shares. The aggregate intrinsic value of share options exercised was $51.8 million, $26.4 million and $26.2 million during 2021, 2020 and 2019, respectively. We issued new ordinary shares upon exercise of share options.

As of December 31, 2021, total compensation cost not yet recognized related to unvested share options was $29.2 million, which is expected to be recognized over a weighted-average period of 1.8 years.

As of December 31, 2021, total compensation cost not yet recognized related to grants under the ESPP was $4.4 million, which is expected to be recognized over a weighted-average period of 1.1 years.

Nominal Strike Price Options

During the second quarter of 2021, we issued nominal strike price options to replace certain unvested GW awards in connection with the GW Acquisition with a weighted-average grant date fair value of $170.82. The fair value of nominal strike price options was determined on the date of the grant based on the market price of our ordinary shares as of that date.

The following table summarizes information as of December 31, 2021 and activity during 2021 related to our nominal strike price options:


	Shares Subject to Outstanding Options (In thousands)	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (In thousands)
Outstanding at January 1, 2021	—	$	—
Options granted	124	0.02
Options exercised	(1)	0.02
Options forfeited	(7)	0.02

Outstanding at December 31, 2021	116	$	0.02	7.4	$	14,803
Vested and expected to vest at December 31, 2021	110	$	0.02	7.3	$	13,969
Exercisable at December 31, 2021	22	$	0.02	0.5	$	2,846

As of December 31, 2021, total compensation cost not yet recognized related to unvested nominal strike price options was $8.1 million, which is expected to be recognized over a weighted-average period of 1.1 years.

Restricted Stock Units

In 2021, we granted RSUs covering an equal number of our ordinary shares to employees with a weighted-average grant date fair value of $168.10. The fair value of RSUs is determined on the date of grant based on the market price of our ordinary shares as of that date. The fair value of the RSUs is recognized as an expense ratably over the vesting period of four years. In 2021, 692,000 RSUs were released with 465,000 ordinary shares issued and 227,000 ordinary shares withheld for tax purposes.

The total fair value of shares vested was $109.2 million, $53.5 million and $52.0 million during 2021, 2020 and 2019, respectively.

As of December 31, 2021, total compensation cost not yet recognized related to unvested RSUs was $238.2 million, which is expected to be recognized over a weighted-average period of 2.6 years.

The following table summarizes information as of December 31, 2021 and activity during 2021 related to our RSUs:


	Number of RSUs (In thousands)	Weighted- Average Grant-Date Fair Value		Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (In thousands)
Outstanding at January 1, 2021	1,878	$	125.07
RSUs granted	1,780	168.10
RSUs released	(692)	133.40
RSUs forfeited	(335)	148.12

Outstanding at December 31, 2021	2,631	$	149.05	1.4	$	335,224

Performance-Based Restricted Stock Units

In May 2021, the Compensation & Management Development Committee of our board of directors approved awards of PRSU's to certain employees of the Company, subject to vesting on the achievement of certain commercial and pipeline performance criteria to be assessed over a performance period from the date of the grant to December 31, 2023. Following the determination of the Company’s achievement with respect to the performance criteria, the amount of shares awarded will be subject to adjustment based on the application of a relative TSR modifier. The number of shares that may be earned ranges between 0% and 200% of the target number of PRSUs granted based on the degree of achievement of the applicable performance metric and the application of the relative TSR modifier.

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


	Number of PRSUs (In thousands)	Weighted- Average Grant-Date Fair Value		Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (In thousands)
Outstanding at January 1, 2021	—	$	—
PRSUs granted	224	190.81

PRSUs forfeited	(10)	190.81

Outstanding at December 31, 2021	214	$	190.81	2.0	$	27,265

As of December 31, 2021, total compensation cost not yet recognized related to unvested PRSUs was $26.4 million, which is expected to be recognized over a weighted-average period of 2.0 years.

As the PRSUs granted in May 2021 are subject to a market condition, the grant date fair value for such PRSUs was based on a Monte Carlo simulation model. The Company evaluated the performance targets in the context of its current long-range financial plan and its product candidate development pipeline and recognized compensation expense based on the probable number of awards that will ultimately vest.

Employee Benefit Plans	12 Months Ended
Employee Benefit Plans	Dec. 31, 2021
Retirement Benefits [Abstract]
Employee Benefit Plans	Employee Benefit Plans We maintain a qualified 401(k) savings plan, in which all U.S. based employees are eligible to participate, provided they meet the requirements of the plan. We match certain employee contributions under the 401(k) savings plan and for the years ended December 31, 2021, 2020 and 2019 we recorded expense of $9.1 million, $6.3 million and $5.0 million, respectively, related to this plan. We also operate a number of defined contribution retirement plans for certain non-U.S. based employees. Expenses related to contributions to such plans for the years ended December 31, 2021, 2020 and 2019 were $11.4 million, $4.2 million and $3.2 million, respectively. The expense for employee benefit plans in 2021 included plans acquired in the GW Acquisition.

- Definition

The entire disclosure for retirement benefits.

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+ Details

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

The components of income (loss) before income tax expense (benefit) and equity in loss of investees were as follows (in thousands):


	Year Ended December 31,
	2021		2020		2019
Ireland	$	97,557	$	(102,328)	$	(6,451)
United Kingdom	(681,291)		3,836		3,304
United States	221,185		372,910		317,728
Other	249,711		677		139,721
Total	$	(112,838)	$	275,095	$	454,302

The following table sets forth the details of income tax expense (benefit) (in thousands):


	Year Ended December 31,
	2021		2020		2019
Current
Ireland	$	25,770	$	19,437	$	51,696
United Kingdom	(924)		166		—
United States	88,850		110,896		109,495
Other	33,222		39,955		2,265
Total current tax expense	146,918		170,454		163,456
Deferred, exclusive of other components below
Ireland	(5,388)		(32,458)		(163,626)
United Kingdom	(111,534)		679		1,353
United States	(46,531)		(29,117)		(41,297)
Other	(28,604)		(74,278)		(38,597)
Total deferred, exclusive of other components	(192,057)		(135,174)		(242,167)
Deferred, change in tax rates
United Kingdom	259,873		(1,155)		(52)
United States	1,377		(371)		203
Other	5		(237)		5,406
Total deferred, change in tax rates	261,255		(1,763)		5,557
Total deferred tax expense (benefit)	69,198		(136,937)		(236,610)
Total income tax expense (benefit)	$	216,116	$	33,517	$	(73,154)

Our income tax expense of $216.1 million and $33.5 million in 2021 and 2020, respectively, and our income tax benefit of $73.2 million in 2019 related to tax arising on income in Ireland, the U.K., the U.S. and certain other foreign jurisdictions, certain unrecognized tax benefits and various expenses not deductible for income tax purposes. Our income tax expense in 2021 included an expense of $259.9 million arising on the remeasurement of our U.K. net deferred tax liability, which arose primarily in relation to the GW Acquisition, due to a change in the statutory tax rate in the U.K. following enactment of the U.K. Finance Act 2021. Our income tax benefit in 2019 included a discrete tax benefit of $112.3 million resulting from an intra-entity intellectual property asset transfer.

The effective tax rates for 2021, 2020 and 2019 were (191.5)% , 12.2% and (16.1)%, respectively. The effective tax rate for 2021 was lower than the Irish statutory rate of 12.5% primarily due to the impact of the remeasurement of our U.K. net deferred tax liability due to the change in the statutory tax rate in the U.K. The effective tax rate for 2020 was lower than the Irish statutory rate of 12.5% primarily due to the impact of originating tax credits and deductions on subsidiary equity, partially offset by income taxable at a rate higher than the Irish statutory rate, the disallowance of certain interest deductions and a provision for a proposed settlement reached with the French taxing authorities. The effective tax rate for 2019 was lower than the Irish statutory rate of 12.5% primarily due to the impact of the intra-entity intellectual property asset transfer. The decrease in the effective tax rate in 2021 compared to 2020 was primarily due to the impact of the U.K. statutory rate change. Excluding this impact, the increase in the benefit for income taxes in 2021 compared to 2020 resulted primarily from the mix of pre-tax income and losses incurred across tax jurisdictions, deductions on subsidiary equity and the impacts recognized in 2020 of the

disallowance of certain interest deductions and a provision for a proposed settlement reached with the French taxing authorities. The increase in the effective tax rate in 2020 compared to 2019 was primarily due to the impact of the intra-entity intellectual property asset transfer. Excluding this effect, the increase in the effective tax rate for 2020 compared to 2019 was primarily due to the benefit recognized in 2019 from the application of the Italian patent box incentive regime 2015 through 2019 and the impacts recognized in 2020 of the disallowance of certain interest deductions and a provision for a proposed settlement reached with the French taxing authorities.

The reconciliation between the statutory income tax rate applied to income before the income tax expense (benefit) and equity in loss of investees and our effective income tax rate was as follows (in thousands):


	Year Ended December 31,
	2021		2020		2019
Income tax expense/(benefit) at the statutory income tax rate	$	(14,105)	$	34,387	$	56,788
Change in tax rate	261,663		(1,836)		6,923
Deduction on subsidiary equity	(116,438)		(25,740)		(23,450)
Change in valuation allowance	81,280		6,074		14,823
Research and other tax credits	(31,069)		(30,836)		(39,776)
Non-deductible acquisition-related costs	20,929		—		11,738
Non-deductible compensation	19,914		8,604		8,321
Financing costs	14,418		7,132		(7,615)
Change in unrecognized tax benefits	(6,436)		16,309		499
Tax deficiencies/(excess tax benefits) from share-based compensation	(5,555)		5,274		537
Foreign income tax rate differential	(4,343)		16,126		39,695
Foreign derived intangible income benefit	(3,416)		—		—
Change in estimates	(2,653)		(3,604)		1,156
Intra-entity transfer of intellectual property assets	—		—		(112,274)
Patent box incentive benefit	—		—		(31,642)
Other	1,927		1,627		1,123
Reported income tax expense/(benefit)	$	216,116	$	33,517	$	(73,154)

Significant components of our net deferred tax assets/(liabilities) were as follows (in thousands):


	December 31,
	2021		2020
Deferred tax assets:
Tax credit carryforwards	$	284,155	$	258,296
Operating loss carryforwards	265,156		68,860
Intangible assets	189,959		173,918
Accrued liabilities	84,509		62,561
Deduction on subsidiary equity carryforwards	78,514		13,201
Indirect effects of unrecognized tax benefits	46,876		48,743
Share-based compensation	37,289		26,090
Lease liabilities	15,865		31,787
Other	65,224		69,289
Total deferred tax assets	1,067,547		752,745
Valuation allowance	(154,255)		(77,342)
Deferred tax assets, net of valuation allowance	913,292		675,403
Deferred tax liabilities:
Intangible assets	(1,652,297)		(448,310)
Inventory	(181,742)		—
Operating lease assets	(12,657)		(26,316)
Other	(56,034)		(76,258)
Total deferred tax liabilities	(1,902,730)		(550,884)
Net of deferred tax assets and (liabilities)	$	(989,438)	$	124,519

The net change in valuation allowance was an increase of $76.9 million, $11.0 million and $5.1 million in 2021, 2020 and 2019, respectively.

The following table summarizes the presentation of deferred tax assets and liabilities (in thousands):


	December 31,
	2021		2020
Deferred tax assets	$	311,103	$	254,916
Deferred tax liabilities	(1,300,541)		(130,397)
Net of deferred tax assets and (liabilities)	$	(989,438)	$	124,519

As of December 31, 2021, we had net operating losses, or NOL, carryforwards and tax credit carryforwards for U.S. federal income tax purposes of approximately $81.6 million and $216.5 million, respectively, available to reduce future income subject to income taxes. The U.S. federal NOL carryforwards will expire, if not utilized, in the tax years 2022 to 2036, and the U.S. federal tax credits will expire, if not utilized, in the tax years 2022 to 2041. In addition, we had approximately $44.3 million of NOL carryforwards and $8.0 million of tax credit carryforwards as of December 31, 2021 available to reduce future taxable income for U.S. state income tax purposes. The U.S. state NOL carryforwards will expire, if not utilized, in the tax years 2022 to 2040. As of December 31, 2021, there were NOL and other carryforwards for income tax purposes of approximately $864.9 million, $224.3 million, $133.5 million and $45.7 million available to reduce future income subject to income taxes in the United Kingdom, Malta, Ireland and Luxembourg respectively. The NOLs and other carryforwards generated in the United Kingdom, Malta, Ireland and Luxembourg have no expiration date. We also had foreign tax credit carryforwards in Ireland, as of December 31, 2021, of $58.8 million, which may only be utilized against certain sources of income. The foreign tax credit carryforwards have no expiration date.

Utilization of certain of our NOL and tax credit carryforwards in the U.S. is subject to an annual limitation due to the ownership change limitations provided by Sections 382 and 383 of the Internal Revenue Code and similar state provisions. Such an annual limitation may result in the expiration of certain NOLs and tax credits before future utilization. In addition, as a result of the Azur Merger, until 2022 we are subject to certain limitations under the Internal Revenue Code in relation to the utilization of U.S. NOLs to offset U.S. taxable income resulting from certain transactions.

Valuation allowances require an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable. Such assessment is required by tax paying component. Our valuation allowance was $154.3 million and $77.3 million as of December 31, 2021 and 2020, respectively, for certain Irish, U.S. (federal and state) and foreign deferred tax assets which we maintain until sufficient positive evidence exists to support reversal. During 2021, as part of the overall change in valuation allowance, we recognized a net income tax expense of $81.3 million relating primarily to the creation of a valuation allowance against certain deferred tax assets primarily associated with temporary differences related to foreign subsidiaries and foreign tax credit carryforwards. During 2020, as part of the overall change in valuation allowance, we recognized a net income tax expense of $6.2 million relating primarily to the creation of a valuation allowance against certain deferred tax assets primarily associated with temporary differences related to foreign subsidiaries. During 2019, as part of the overall change in valuation allowance, we recognized a net income tax expense of $6.3 million relating primarily to the creation of a valuation allowance of $15.7 million against certain deferred tax assets primarily associated with foreign tax credits and temporary differences related to foreign subsidiaries, partially offset by the net release of valuation allowances against certain deferred tax assets primarily associated with NOLs. We periodically evaluate the likelihood of the realization of deferred tax assets and will adjust such amounts in light of changing facts and circumstances including, but not limited to, future projections of taxable income, tax legislation, rulings by relevant taxing authorities, the progress of tax examinations and the regulatory approval of products currently under development. Realization of the deferred tax assets is dependent on future taxable income.

No provision has been made for income tax on undistributed earnings of the Company’s foreign subsidiaries where such earnings are considered indefinitely reinvested in the foreign operations. Temporary differences related to such earnings totaled approximately $2.3 billion as of December 31, 2021. In the event of the distribution of those earnings in the form of dividends, a sale of the subsidiaries, or certain other transactions, we may be liable for income taxes, subject to an adjustment, if any, for foreign tax credits. The Company estimates that it would incur additional income taxes of up to approximately $113 million on repatriation of these unremitted earnings to Ireland.

We only 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.

A reconciliation of our gross unrecognized tax benefits follows (in thousands):


	December 31,
	2021		2020		2019
Balance at the beginning of the year	$	146,557	$	124,319	$	118,213
Increases related to current year tax positions	26,675		27,908		27,552
Increases related to prior year tax positions	211		19,712		761
Decreases related to prior year tax positions	(182)		(213)		(91)
Increases recognized through purchase accounting	5,916		—		—
Decreases related to settlements with taxing authorities	(14,744)		—		—
Lapse of the applicable statute of limitations	(26,566)		(25,169)		(22,116)
Balance at the end of the year	$	137,867	$	146,557	$	124,319

The unrecognized tax benefits were included in income taxes payable, other non-current liabilities and deferred tax assets, net, in our consolidated balance sheets. Interest related to our unrecognized tax benefits is recorded in the income tax expense (benefit) in our consolidated statements of income (loss). As of December 31, 2021 and 2020, our accrued interest and penalties related to income taxes was $4.6 million and $11.3 million, respectively. Interest and penalties related to income taxes benefits recognized in the consolidated statements of income (loss) were not significant. Included in the balance of unrecognized tax benefits were potential benefits of $82.0 million and $93.0 million at December 31, 2021 and 2020, respectively, that, if recognized, would affect the effective tax rate on income.

We file income tax returns in multiple tax jurisdictions, the most significant of which are Ireland the U.K. and the U.S. (both at the federal level and in various state jurisdictions). For Ireland we are no longer subject to income tax examinations by taxing authorities for the years prior to 2017. For the U.K. we are no longer subject to income tax examinations by taxing authorities for the years prior to 2018. 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 2017 and earlier may still be adjusted upon examination by the taxing authorities. During 2021, certain of our subsidiaries were under examination by the French taxing authorities for the years ended December 31, 2012, 2013, 2015, 2016 and 2017. Due to the subjective nature of the transfer pricing issues involved, the

Company reached an agreement with the French taxing authorities to settle the examinations for all open years. The Company paid incremental taxes, interest and penalties of $19.7 million, during 2021 to close all periods under examination. Certain of our Italian subsidiaries are currently under examination by the Italian taxing authorities for the year ended December 31, 2017. Certain of our Luxembourg subsidiaries are currently under examination by the Luxembourg taxing authorities for the years ended December 31, 2017 and 2018. Certain of our German subsidiaries are currently under examination by the German taxing 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.

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+ Details

Schedule II Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2021

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

Schedule II Valuation and Qualifying Accounts

Schedule II

Valuation and Qualifying Accounts

(In thousands)


		Balance at beginning of period		Additions charged to costs and expenses		Other Additions		Deductions		Balance at end of period
For the year ended December 31, 2021
Allowance for doubtful accounts	(1)	$	50	$	127	$	771	$	(650)	$	298
Allowance for sales discounts	(1)	144		13,196		1,243		(12,457)		2,126
Allowance for chargebacks	(1)	5,293		91,425		1,322		(86,651)		11,389
Deferred tax asset valuation allowance	(2)(3)(4)	77,342		82,820		9		(5,916)		154,255

For the year ended December 31, 2020
Allowance for doubtful accounts	(1)	$	50	$	5	$	—	$	(5)	$	50
Allowance for sales discounts	(1)	113		1,432		—		(1,401)		144
Allowance for chargebacks	(1)	1,133		45,550		—		(41,390)		5,293
Deferred tax asset valuation allowance	(2)(3)(4)	66,307		6,576		4,961		(502)		77,342

For the year ended December 31, 2019
Allowance for doubtful accounts	(1)	$	50	$	9	$	—	$	(9)	$	50
Allowance for sales discounts	(1)	76		782		—		(745)		113
Allowance for chargebacks	(1)	408		41,864		—		(41,139)		1,133
Deferred tax asset valuation allowance	(2)(3)	61,237		20,086		357		(15,373)		66,307

__________________________

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

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

(3)Other additions to the deferred tax asset valuation allowance relate to currency translation adjustments recorded directly in other comprehensive income and, in 2019, additions resulting from the Cavion asset acquisition.

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

Summary of Significant Accounting Policies - (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

Use of Estimates

Adoption of New Accounting Standards and Recent Accounting Pronouncements

Adoption of New Accounting Standards

Recent Accounting Pronouncements

Significant Risks and Uncertainties

Concentrations of Risk

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. 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 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. We depend on single source suppliers for most of our products, product candidates and their active pharmaceutical ingredients, or APIs. With respect to our oxybate products, the API is manufactured for us by a single source supplier and the finished product are manufactured both by us in our facility in Athlone, Ireland and by our U.S.-based supplier.

Business Acquisitions

Cash Equivalents and Investments

We consider all highly liquid investments, readily convertible to cash, that mature within three months or less from date of purchase to be cash equivalents.

Derivative Instruments and Hedging Activities

Derivatives that are not designated and do not qualify as hedges are adjusted to fair value through current earnings.

Inventories

Property, Plant and Equipment


Buildings			40 years
Manufacturing equipment and machinery			4-20 years
Computer software and equipment			3-7 years
Furniture and fixtures			5 years

Leasehold improvements are amortized over the shorter of the noncancelable term of our leases or their economic useful lives. Maintenance and repairs are expensed as incurred.

Leases

Goodwill, Acquired In-Process Research and Development, and Intangible Assets

Goodwill

Acquired In-Process Research and Development

Intangible Assets

Revenue Recognition and Cost of Product Sales

Revenue Recognition

Product Sales, Net

Reserves for Variable Consideration

Royalties and Contract Revenues

Cost of Product Sales

Research and Development

Advertising Expenses

Advertising ExpensesWe expense the costs of advertising, including promotional expenses, as incurred.

Income Taxes

Foreign Currency

Deferred Financing Costs

Deferred Financing CostsDeferred financing costs are reported at cost, less accumulated amortization and are presented in the consolidated balance sheets as a direct deduction from the carrying value of the associated debt, with the exception of deferred financing costs associated with revolving-debt arrangements which are presented as assets. The related amortization expense is included in interest expense, net in our consolidated statements of income (loss).

Contingencies

ContingenciesFrom time to time, we may become involved in claims and other legal matters arising in the ordinary course of business. We record accruals for loss contingencies to the extent that we conclude that it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated. Legal fees and other expenses related to litigation are expensed as incurred and included in selling, general and administrative expenses.

Share-Based Compensation

Performance-Based Restricted Stock Unit Awards

Variable Interest Entity

Variable Interest EntityIn the year ended December 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.

Summary of Significant Accounting Policies - (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Schedule of Property, Plant and Equipment

Estimated useful lives are as follows:


Buildings			40 years
Manufacturing equipment and machinery			4-20 years
Computer software and equipment			3-7 years
Furniture and fixtures			5 years

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


	December 31,
	2021		2020
Construction-in-progress	$	86,511	$	7,262
Manufacturing equipment and machinery	69,079		33,465
Leasehold improvements	66,318		54,113
Land and buildings	64,008		47,555

Computer software	25,646		22,781
Computer equipment	16,234		18,749
Furniture and fixtures	14,412		11,598


Subtotal	342,208		195,523
Less accumulated depreciation and amortization	(85,371)		(67,588)
Property, plant and equipment, net	$	256,837	$	127,935

Business Combination, Asset Acquisitions and Collaborations (Tables)

12 Months Ended

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Business Combination Consideration

The aggregate consideration for the GW Acquisition was $7.2 billion as follows (all amounts in thousands except American Depositary Shares, or ADS, and per GW ADS amounts):


GW ADS outstanding May 5, 2021	31,556,200
Cash consideration per GW ADS	$	200
Total cash consideration to GW ADS holders	$	6,311,240
Cash consideration to GW share option holders (inclusive of payroll taxes)	267,450
Total cash consideration	6,578,690
Equity consideration to GW ADS holders (1)	608,456
Consideration related to replacement share option pre-combination service	3,555
Total equity consideration	612,011
Total purchase consideration	$	7,190,701

________________________

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the preliminary fair values of assets acquired and liabilities assumed at the Closing Date before and after the measurement period adjustment (in thousands):


	Before Measurement Period Adjustment		Measurement Period Adjustment		After Measurement Period Adjustment
Cash and cash equivalents	$	343,898	$	—	$	343,898
Accounts receivable	76,355		—		76,355
Inventory	1,206,290		—		1,206,290
Prepaid expenses and other current assets	72,758		—		72,758
Property, plant and equipment	154,407		—		154,407
Acquired developed technologies	5,480,000		—		5,480,000
In-process research and development	160,000		—		160,000
Total acquired identifiable intangible assets	5,640,000		—		5,640,000
Goodwill	947,831		(14,597)		933,234
Deferred tax liabilities, net	(1,083,673)		14,597		(1,069,076)
Accrued liabilities	(131,971)		—		(131,971)
Other assets/liabilities	(35,194)		—		(35,194)
Total purchase consideration	$	7,190,701	$	—	$	7,190,701

The following table summarizes the total consideration for the acquisition and the value of assets acquired and liabilities assumed (in thousands):


Consideration
Upfront payment for acquisition of Cavion's outstanding shares	$	52,500
Cash acquired	397
Working capital adjustment	(255)
Transaction costs	2,829
Total consideration	$	55,471

Assets Acquired and Liabilities Assumed
Cash	$	397
In-process research and development	48,275
Deferred tax assets	7,995
Other assets and liabilities	(1,196)
Total net assets acquired	$	55,471

Business Combination Pro Forma Information

The unaudited pro forma results do not assume any operating efficiencies as a result of the consolidation of operations and are as follows (in thousands):


	Year Ended December 31,
		2021		2020
Total revenues		$	3,294,697	$	2,890,772
Net loss		$	(422,588)	$	(980,481)

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

12 Months Ended

Dec. 31, 2021

Cash and Cash Equivalents [Abstract]

Cash and Cash Equivalents and Investments

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


	December 31, 2021
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Cash and Cash Equivalents		Investments
Cash	$	510,747	$	—	$	—	$	510,747	$	510,747	$	—

Money market funds	80,701		—		—		80,701		80,701		—
Totals	$	591,448	$	—	$	—	$	591,448	$	591,448	$	—


	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)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Assets and Liabilities Measured at Fair Value on Recurring Basis


	December 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	$	—	$	—	$	—	$	—	$	1,360,000	$	1,360,000
Money market funds	80,701		—		80,701		255,652		—		255,652

Foreign exchange forward contracts	—		580		580		—		11,907		11,907
Totals	$	80,701	$	580	$	81,281	$	255,652	$	1,371,907	$	1,627,559
Liabilities:
Cross-currency interest rate contracts	$	—	$	15,232	$	15,232	$	—	$	—	$	—
Interest rate contracts	—		—		—		—		2,835		2,835
Foreign exchange forward contracts	—		3,187		3,187		—		790		790
Totals	$	—	$	18,419	$	18,419	$	—	$	3,625	$	3,625

Derivative Instruments and Hedging Activities - (Tables)

12 Months Ended

Dec. 31, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Income (Losses) on Derivative Instruments

The impact on accumulated other comprehensive income (loss) and earnings from the cross-currency interest rate swap contract was as follows (in thousands):


Cross-Currency Interest Rate Contract:	Year Ended December 31, 2021
Loss recognized in accumulated other comprehensive income (loss), net of tax	$	(375)
Loss reclassified from accumulated other comprehensive income (loss) to foreign exchange loss, net of tax	246
Loss recognized in foreign exchange loss	35,885

Schedule of Foreign Exchange Gain (Loss) of Outstanding Derivatives


	Year Ended December 31,
Foreign Exchange Forward Contracts:	2021		2020		2019
Gain (loss) recognized in foreign exchange loss	$	(19,585)	$	19,843	$	(6,192)

Schedule of Gains (Losses) on Derivative Instruments

The impact on accumulated other comprehensive income (loss) and earnings from interest rate swap contracts was as follows (in thousands):


	Year Ended December 31,
Interest Rate Contracts:	2021		2020		2019
Loss recognized in accumulated other comprehensive income (loss), net of tax	$	(14)	$	(4,543)	$	(3,903)
Loss (gain) reclassified from accumulated other comprehensive income (loss) to interest expense, net of tax	$	2,482	$	3,401	$	(979)

Schedule of the Fair Value of Outstanding Derivatives

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

December 31, 2021

Asset Derivatives

Liability Derivatives

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Derivatives designated as hedging instruments:

Cross-currency interest rate contracts

Other current assets

—

Accrued liabilities

15,232

Derivatives not designated as hedging instruments:

Foreign exchange forward contracts

Other current assets

580

Accrued liabilities

3,187

Total fair value of derivative instruments

580

18,419

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 consolidated balance sheets of offsetting our interest rate contracts and foreign exchange forward contracts subject to such provisions (in thousands):


	December 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	$	580	$	—	$	580	$	(567)	$	—	$	13
Derivative liabilities	$	(18,419)	$	—	$	(18,419)	$	567	$	—	$	(17,852)


	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


	December 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	$	580	$	—	$	580	$	(567)	$	—	$	13
Derivative liabilities	$	(18,419)	$	—	$	(18,419)	$	567	$	—	$	(17,852)


	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)

12 Months Ended

Dec. 31, 2021

Inventory Disclosure [Abstract]

Components of Inventories

Inventories consisted of the following (in thousands):


	December 31,
	2021		2020
Raw materials	$	21,550	$	16,003
Work in process	886,849		45,758
Finished goods	164,322		33,635
Total inventories	$	1,072,721	$	95,396

As of December 31, 2021, inventories included $811.3 million related to the purchase accounting inventory fair value step-up on inventory acquired in the GW Acquisition.

Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2021

Other Current Assets [Abstract]

Schedule of Other Current Assets

Other current assets consisted of the following (in thousands):


	December 31,
	2021		2020
Deferred charge for income taxes on intercompany profit	$	203,480	$	114,234
Other	48,912		38,257
Total other current assets	$	252,392	$	152,491

Property, Plant and Equipment - (Tables)

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

Estimated useful lives are as follows:


Buildings			40 years
Manufacturing equipment and machinery			4-20 years
Computer software and equipment			3-7 years
Furniture and fixtures			5 years

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


	December 31,
	2021		2020
Construction-in-progress	$	86,511	$	7,262
Manufacturing equipment and machinery	69,079		33,465
Leasehold improvements	66,318		54,113
Land and buildings	64,008		47,555

Computer software	25,646		22,781
Computer equipment	16,234		18,749
Furniture and fixtures	14,412		11,598


Subtotal	342,208		195,523
Less accumulated depreciation and amortization	(85,371)		(67,588)
Property, plant and equipment, net	$	256,837	$	127,935

Goodwill and Intangible Assets - (Tables)

12 Months Ended

Dec. 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
Goodwill arising from the GW Acquisition	933,234

Foreign exchange	(63,928)
Balance at December 31, 2021	$	1,827,609

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):


	December 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	11.4	$	8,195,675	$	(1,198,333)	$	6,997,342	$	3,379,162	$	(1,184,111)	$	2,195,051
Manufacturing contracts	—	12,124		(12,124)		—		13,135		(13,135)		—
Trademarks	—	2,893		(2,893)		—		2,917		(2,917)		—

Total finite-lived intangible assets		8,210,692		(1,213,350)		6,997,342		3,395,214		(1,200,163)		2,195,051
Acquired IPR&D assets		154,986		—		154,986		—		—		—
Total intangible assets		$	8,365,678	$	(1,213,350)	$	7,152,328	$	3,395,214	$	(1,200,163)	$	2,195,051

Schedule of Estimated Future Amortization Costs


Year Ending December 31,	Estimated Amortization Expense

2022	$	627,866
2023	627,866
2024	627,866
2025	627,866
2026	627,866
Thereafter	3,858,012
Total	$	6,997,342

Accrued Liabilities - (Tables)

12 Months Ended

Dec. 31, 2021

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities

Accrued liabilities consisted of the following (in thousands):


	December 31,
	2021		2020
Rebates and other sales deductions	$	215,397	$	127,534
Employee compensation and benefits	158,870		102,601
Accrued interest	48,640		5,722
Clinical trial accruals	25,612		9,108
Accrued milestones	25,000		—
Consulting and professional services	22,507		6,660
Selling and marketing accruals	21,566		6,742
Accrued royalties	20,345		15,230
Derivative instrument liabilities	18,419		3,625
Inventory-related accruals	16,166		9,809
Sales return reserve	15,814		18,368
Current portion of lease liabilities	15,763		14,457
Accrued construction-in-progress	2,894		1,119



Other	59,311		31,757
Total accrued liabilities	$	666,304	$	352,732

Debt - (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Schedule of Long-term Debt

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


	December 31,
	2021		2020
2021 Notes	$	—	$	218,812
Unamortized discount and debt issuance costs on 2021 Notes	—		(5,883)
2021 Notes, net	—		212,929

2024 Notes	575,000		575,000
Unamortized discount and debt issuance costs on 2024 Notes	(71,237)		(95,275)
2024 Notes, net	503,763		479,725

2026 Notes	1,000,000		1,000,000
Unamortized discount and debt issuance costs on 2026 Notes	(150,730)		(179,518)
2026 Notes, net	849,270		820,482

Secured Notes	1,473,810		—

Term Loan	3,223,100		581,702


Total debt	6,049,943		2,094,838
Less current portion	31,000		246,322
Total long-term debt	$	6,018,943	$	1,848,516

Schedule of Maturities of Long-term Debt

Scheduled maturities with respect to our long-term debt are as follows (in thousands):


Year Ending December 31,	Scheduled Long-Term Debt Maturities
2022	$	31,000
2023	31,000
2024	606,000
2025	31,000
2026	1,031,000
Thereafter	4,665,458
Total	$	6,395,458

- 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.

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+ Details

Leases - (Tables)

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Schedule of Lease Cost and Supplemental Cash Flow Information

The components of the lease expense for the years ended December 31, 2021, 2020 and 2019 were as follows (in thousands):



	Year Ended December 31,
Lease Cost	2021		2020		2019
Operating lease cost	$	23,869	$	21,755	$	23,087
Short-term lease cost	5,540		4,079		2,465
Variable lease cost	10		3		5
Sublease income	—		(224)		(634)
Finance Lease Cost
Amortization of leased asset	324		—		—
Interest on lease liabilities	295		—		—
Net lease cost	$	30,038	$	25,613	$	24,923



	December 31,
Lease Term and Discount Rate	2021		2020
Weighted-average remaining lease term (years)
Operating leases	6.5		8.7
Finance leases	12.9		—
Weighted-average discount rate
Operating leases	5.2	%	5.3	%
Finance leases	7.4	%	—	%

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



	Year Ended December 31,
	2021		2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	24,847	$	21,678	$	17,066
Operating cash outflows from finance leases	625		—		—
Financing cash outflows from finance leases	324		—		—
Non-cash operating activities:
Operating lease assets obtained in exchange for new operating lease liabilities (1)	$	8,188	$	1,763	$	153,448
Finance lease assets obtained in exchange for new finance lease liabilities	650		—		—
De-recognition of operating lease asset on lease assignment	56,968		—		—
De-recognition of operating lease liability on lease assignment	68,064		—		—

_____________________________

(1)Includes the balances recognized on January 1, 2019 on adoption of ASU No. 2016-02.

Schedule of Lease Supplemental Balance Sheet Information

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



		December 31,
Leases	Classification	2021		2020
Assets
Operating lease assets	Operating lease assets	$	86,586	$	129,169
Finance lease assets	Property, plant and equipment	5,738		—
Total lease assets		$	92,324	$	129,169

Liabilities
Current
Operating lease liabilities	Accrued liabilities	$	15,357	$	14,457
Finance lease liabilities	Accrued liabilities	406		—
Non-current
Operating lease liabilities	Operating lease liabilities, less current portion	87,200		140,035
Finance lease liabilities	Other non-current liabilities	6,269		—
Total lease liabilities		$	109,232	$	154,492

Schedule of Operating Lease Liability Maturities

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


Year Ending December 31,	Operating Leases		Finance Leases
2022	$	20,373	$	876
2023	19,426		872
2024	20,996		872
2025	14,565		872
2026	12,741		872
Thereafter	34,560		6,135
Total lease payments	$	122,661	$	10,499
Less imputed interest	(20,104)		(3,824)
Present value of lease liabilities	$	102,557	$	6,675

Schedule of Finance Lease Liability Maturities

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


Year Ending December 31,	Operating Leases		Finance Leases
2022	$	20,373	$	876
2023	19,426		872
2024	20,996		872
2025	14,565		872
2026	12,741		872
Thereafter	34,560		6,135
Total lease payments	$	122,661	$	10,499
Less imputed interest	(20,104)		(3,824)
Present value of lease liabilities	$	102,557	$	6,675

Shareholders' Equity - (Tables)

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Schedule of Authorized but Unissued Ordinary Shares

We had reserved the following shares of authorized but unissued ordinary shares (in thousands):


	December 31,
	2021	2020
2011 Equity Incentive Plan	22,195	21,070
2007 Employee Stock Purchase Plan	3,285	2,600
GW Incentive Plans	1,853	—
Amended and Restated 2007 Non-Employee Directors Stock Award Plan	807	889

2007 Equity Incentive Plan	—	5
Total	28,140	24,564

Comprehensive Income (Loss) - (Tables)

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Components of Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss as of December 31, 2021 and 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 income (loss) before reclassifications	(389)		(268,347)		(268,736)
Amounts reclassified from accumulated other comprehensive income (loss)	2,728		—		2,728
Other comprehensive income (loss), net	2,339		(268,347)		(266,008)
Balance at December 31, 2021	$	(128)	$	(400,232)	$	(400,360)

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

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Basic and Diluted Net Income (Loss) per Ordinary Share Computation

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


	Year Ended December 31,
	2021		2020		2019
Numerator:




Net income (loss)	$	(329,668)	$	238,616	$	523,367
Denominator:
Weighted-average ordinary shares used in per share calculations - basic	59,694		55,712		56,749
Dilutive effect of employee equity incentive and purchase plans	—		805		801

Weighted-average ordinary shares used in per share calculations - diluted	59,694		56,517		57,550

Net income (loss) per ordinary share :



Basic	$	(5.52)	$	4.28	$	9.22



Diluted	$	(5.52)	$	4.22	$	9.09

Weighted-Average Ordinary Shares Excluded from Computation of Diluted Net Income (Loss) per Share


	Year Ended December 31,
	2021	2020	2019
Exchangeable Senior Notes	9,725	8,077	5,504
Employee equity incentive and purchase plans	3,927	4,780	5,000

Segment and Other Information - (Tables)

12 Months Ended

Dec. 31, 2021

Segment Reporting [Abstract]

Total Long-lived Assets by Location

The following table presents total long-lived assets by location (in thousands):


	December 31,
	2021		2020
Ireland	$	65,478	$	71,906
United Kingdom	176,778		3,438
United States	76,290		157,282
Italy	16,698		16,008
Other	8,179		8,470
Total long-lived assets (1)	$	343,423	$	257,104

_________________________

(1)Long-lived assets consist of property, plant and equipment and operating lease assets.

Revenues - (Tables)

12 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Summary of Disaggregation of Revenue

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


	Year Ended December 31,
	2021		2020		2019
Xyrem	$	1,265,830	$	1,741,758	$	1,642,525
Xywav	535,297		15,264		—
Total Oxybate	1,801,127		1,757,022		1,642,525
Epidiolex/Epidyolex	463,645		—		—
Sunosi	57,914		28,333		3,714
Sativex	12,707		—		—
Total Neuroscience	2,335,393		1,785,355		1,646,239
Zepzelca	246,808		90,380		—
Rylaze	85,629		—		—
Vyxeos	134,060		121,105		121,407
Defitelio/defibrotide	197,931		195,842		172,938
Erwinaze/Erwinase	69,382		147,136		177,465
Total Oncology	733,810		554,463		471,810
Other	9,798		6,842		17,552
Product sales, net	3,079,001		2,346,660		2,135,601
Royalties and contract revenues	15,237		16,907		26,160
Total revenues	$	3,094,238	$	2,363,567	$	2,161,761

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


	Year Ended December 31,
	2021		2020		2019
United States	$	2,820,242	$	2,144,541	$	1,964,161
Europe	230,158		175,208		150,201
All other	43,838		43,818		47,399
Total revenues	$	3,094,238	$	2,363,567	$	2,161,761

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:


	Year Ended December 31,
	2021		2020		2019
ESSDS	60	%	74	%	76	%
McKesson	12	%	12	%	14	%

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 year ended December 31, 2021 (in thousands):


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

Additions	483
Amount recognized within royalties and contract revenues	(2,788)
Balance as of December 31 2021	$	2,556

Share-Based Compensation - (Tables)

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Schedule of Weighted-average Assumptions Used in Black-Scholes Option Pricing Model and Resulting Weighted-average Grant Date Fair Value of Share Options Granted


	Year Ended December 31,
	2021			2020			2019
Grant date fair value	$	51.39		$	34.68		$	42.09
Volatility	37		%	33		%	32		%
Expected term (years)	4.5			4.6			4.5
Range of risk-free rates	0.4-0.8%			0.2-1.6%			1.3-2.5%
Expected dividend yield	—		%	—		%	—		%

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

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


	Year Ended December 31,
	2021		2020		2019
Selling, general and administrative	$	135,285	$	84,384	$	78,697
Research and development	43,758		29,242		25,229
Cost of product sales	9,963		7,372		6,637
Total share-based compensation expense, pre-tax	189,006		120,998		110,563
Income tax benefit from share-based compensation expense	(33,958)		(12,838)		(15,712)
Total share-based compensation expense, net of tax	$	155,048	$	108,160	$	94,851

Schedule of Information and Activity Related to Share Option Plans Activity

The following table summarizes information as of December 31, 2021 and activity during 2021 related to our share option plans:


	Shares Subject to Outstanding Options (In thousands)	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (In thousands)
Outstanding at January 1, 2021	5,279	$	130.51
Options granted	110	164.45
Options exercised	(1,041)	114.33
Options forfeited	(137)	139.24
Options expired	(90)	164.45
Outstanding at December 31, 2021	4,121	$	134.48	5.6	$	30,696
Vested and expected to vest at December 31, 2021	4,039	$	134.56	5.6	$	30,164
Exercisable at December 31, 2021	3,270	$	135.06	5.1	$	26,248

The following table summarizes information as of December 31, 2021 and activity during 2021 related to our nominal strike price options:


	Shares Subject to Outstanding Options (In thousands)	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (In thousands)
Outstanding at January 1, 2021	—	$	—
Options granted	124	0.02
Options exercised	(1)	0.02
Options forfeited	(7)	0.02

Outstanding at December 31, 2021	116	$	0.02	7.4	$	14,803
Vested and expected to vest at December 31, 2021	110	$	0.02	7.3	$	13,969
Exercisable at December 31, 2021	22	$	0.02	0.5	$	2,846

Schedule of Information and Activity Related to RSUs and PRSUs

The following table summarizes information as of December 31, 2021 and activity during 2021 related to our RSUs:


	Number of RSUs (In thousands)	Weighted- Average Grant-Date Fair Value		Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (In thousands)
Outstanding at January 1, 2021	1,878	$	125.07
RSUs granted	1,780	168.10
RSUs released	(692)	133.40
RSUs forfeited	(335)	148.12

Outstanding at December 31, 2021	2,631	$	149.05	1.4	$	335,224

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


	Number of PRSUs (In thousands)	Weighted- Average Grant-Date Fair Value		Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (In thousands)
Outstanding at January 1, 2021	—	$	—
PRSUs granted	224	190.81

PRSUs forfeited	(10)	190.81

Outstanding at December 31, 2021	214	$	190.81	2.0	$	27,265

Income Taxes - (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Components of Income (Loss) from Continuing Operations Before Income Tax Provision (Benefit)

The components of income (loss) before income tax expense (benefit) and equity in loss of investees were as follows (in thousands):


	Year Ended December 31,
	2021		2020		2019
Ireland	$	97,557	$	(102,328)	$	(6,451)
United Kingdom	(681,291)		3,836		3,304
United States	221,185		372,910		317,728
Other	249,711		677		139,721
Total	$	(112,838)	$	275,095	$	454,302

Details of Income Tax Provision (Benefit)

The following table sets forth the details of income tax expense (benefit) (in thousands):


	Year Ended December 31,
	2021		2020		2019
Current
Ireland	$	25,770	$	19,437	$	51,696
United Kingdom	(924)		166		—
United States	88,850		110,896		109,495
Other	33,222		39,955		2,265
Total current tax expense	146,918		170,454		163,456
Deferred, exclusive of other components below
Ireland	(5,388)		(32,458)		(163,626)
United Kingdom	(111,534)		679		1,353
United States	(46,531)		(29,117)		(41,297)
Other	(28,604)		(74,278)		(38,597)
Total deferred, exclusive of other components	(192,057)		(135,174)		(242,167)
Deferred, change in tax rates
United Kingdom	259,873		(1,155)		(52)
United States	1,377		(371)		203
Other	5		(237)		5,406
Total deferred, change in tax rates	261,255		(1,763)		5,557
Total deferred tax expense (benefit)	69,198		(136,937)		(236,610)
Total income tax expense (benefit)	$	216,116	$	33,517	$	(73,154)

Reconciliation of Income Taxes at the Statutory Income Tax Rate to Effective Income Tax Rate


	Year Ended December 31,
	2021		2020		2019
Income tax expense/(benefit) at the statutory income tax rate	$	(14,105)	$	34,387	$	56,788
Change in tax rate	261,663		(1,836)		6,923
Deduction on subsidiary equity	(116,438)		(25,740)		(23,450)
Change in valuation allowance	81,280		6,074		14,823
Research and other tax credits	(31,069)		(30,836)		(39,776)
Non-deductible acquisition-related costs	20,929		—		11,738
Non-deductible compensation	19,914		8,604		8,321
Financing costs	14,418		7,132		(7,615)
Change in unrecognized tax benefits	(6,436)		16,309		499
Tax deficiencies/(excess tax benefits) from share-based compensation	(5,555)		5,274		537
Foreign income tax rate differential	(4,343)		16,126		39,695
Foreign derived intangible income benefit	(3,416)		—		—
Change in estimates	(2,653)		(3,604)		1,156
Intra-entity transfer of intellectual property assets	—		—		(112,274)
Patent box incentive benefit	—		—		(31,642)
Other	1,927		1,627		1,123
Reported income tax expense/(benefit)	$	216,116	$	33,517	$	(73,154)

Schedule of Net Deferred Tax Assets/(Liabilities)

Significant components of our net deferred tax assets/(liabilities) were as follows (in thousands):


	December 31,
	2021		2020
Deferred tax assets:
Tax credit carryforwards	$	284,155	$	258,296
Operating loss carryforwards	265,156		68,860
Intangible assets	189,959		173,918
Accrued liabilities	84,509		62,561
Deduction on subsidiary equity carryforwards	78,514		13,201
Indirect effects of unrecognized tax benefits	46,876		48,743
Share-based compensation	37,289		26,090
Lease liabilities	15,865		31,787
Other	65,224		69,289
Total deferred tax assets	1,067,547		752,745
Valuation allowance	(154,255)		(77,342)
Deferred tax assets, net of valuation allowance	913,292		675,403
Deferred tax liabilities:
Intangible assets	(1,652,297)		(448,310)
Inventory	(181,742)		—
Operating lease assets	(12,657)		(26,316)
Other	(56,034)		(76,258)
Total deferred tax liabilities	(1,902,730)		(550,884)
Net of deferred tax assets and (liabilities)	$	(989,438)	$	124,519

The following table summarizes the presentation of deferred tax assets and liabilities (in thousands):


	December 31,
	2021		2020
Deferred tax assets	$	311,103	$	254,916
Deferred tax liabilities	(1,300,541)		(130,397)
Net of deferred tax assets and (liabilities)	$	(989,438)	$	124,519

Reconciliation of Unrecognized Tax Benefits

A reconciliation of our gross unrecognized tax benefits follows (in thousands):


	December 31,
	2021		2020		2019
Balance at the beginning of the year	$	146,557	$	124,319	$	118,213
Increases related to current year tax positions	26,675		27,908		27,552
Increases related to prior year tax positions	211		19,712		761
Decreases related to prior year tax positions	(182)		(213)		(91)
Increases recognized through purchase accounting	5,916		—		—
Decreases related to settlements with taxing authorities	(14,744)		—		—
Lapse of the applicable statute of limitations	(26,566)		(25,169)		(22,116)
Balance at the end of the year	$	137,867	$	146,557	$	124,319

Organization and Description of Business - Basis of Presentation Narrative (Details) $ in Thousands	May 05, 2021 USD ($)
GW Pharmaceuticals plc
Schedule of Asset Acquisitions, by Acquisition [Line Items]
Total purchase consideration	$ 7,190,701

Summary of Significant Accounting Policies - Narrative (Details) - USD ($)		12 Months Ended
	May 05, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Jan. 01, 2022
Summary Of Significant Accounting Policies [Line Items]
Intangible asset amortization		$ 525,769,000	$ 259,580,000	$ 354,814,000
Advertising expenses		161,500,000	99,600,000	65,400,000
Retained earnings		830,226,000	1,159,894,000
Deferred tax asset		1,067,547,000	752,745,000
Accounting Standards Update 2020-06 \| Subsequent Event
Summary Of Significant Accounting Policies [Line Items]
Convertible debt					$ 206,200,000
Retained earnings					127,400,000
Deferred tax asset					100,000
Additional paid in capital					$ 333,500,000
Acquired Developed Technologies
Summary Of Significant Accounting Policies [Line Items]
Finite-lived intangible asset, useful life	12 years
Intangible asset amortization		$ 525,800,000	$ 259,600,000	$ 243,700,000
Minimum
Summary Of Significant Accounting Policies [Line Items]
Finite-lived intangible asset, useful life		2 years
Maximum
Summary Of Significant Accounting Policies [Line Items]
Finite-lived intangible asset, useful life		20 years
Customer concentration risk \| Accounts Receivable \| Three Customers
Summary Of Significant Accounting Policies [Line Items]
Concentration risk, percentage		74.00%	84.00%
Customer concentration risk \| Accounts Receivable \| ESSDS
Summary Of Significant Accounting Policies [Line Items]
Concentration risk, percentage		52.00%	68.00%
Customer concentration risk \| Accounts Receivable \| McKesson
Summary Of Significant Accounting Policies [Line Items]
Concentration risk, percentage		12.00%	12.00%
Customer concentration risk \| Accounts Receivable \| Cardinal Health Inc
Summary Of Significant Accounting Policies [Line Items]
Concentration risk, percentage		10.00%	4.00%
Foreign exchange forward contracts \| Derivatives not designated as hedging instruments
Summary Of Significant Accounting Policies [Line Items]
Notional amount		$ 347,200,000	$ 357,400,000
Net asset (liability) fair value		(2,600,000)	$ 11,100,000
Cross-currency interest rate contracts \| Derivatives designated as hedging instruments
Summary Of Significant Accounting Policies [Line Items]
Notional amount		251,000,000
Net asset (liability) fair value		$ (15,200,000)

Summary of Significant Accounting Policies - Schedule of Property and Equipment Estimated Useful Lives (Details)	12 Months Ended
	Dec. 31, 2021
Buildings
Property, Plant and Equipment [Line Items]
Estimated useful life of property and equipment	40 years
Manufacturing equipment and machinery \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life of property and equipment	4 years
Manufacturing equipment and machinery \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life of property and equipment	20 years
Computer software and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life of property and equipment	3 years
Computer software and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life of property and equipment	7 years
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Estimated useful life of property and equipment	5 years

Business Combination, Asset Acquisitions and Collaborations - Business Combination Narrative (Details) $ in Thousands, € in Millions		1 Months Ended	3 Months Ended	12 Months Ended
	May 05, 2021 USD ($)	May 31, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	May 31, 2021 EUR (€)	Apr. 30, 2021 USD ($)	Apr. 29, 2021
Business Acquisition [Line Items]
Income tax expense (benefit)				$ 216,116	$ 33,517	$ (73,154)
Intangible asset amortization				525,769	259,580	354,814
Cost of product sales (excluding amortization of acquired developed technologies)				440,760	148,917	127,930
Pro Forma \| Acquisition-related Costs
Business Acquisition [Line Items]
Acquisition costs not expensed during period				357,600
Income tax expense (benefit)				23,600	(27,900)
Acquisition cost expensed during period					386,700
Pro Forma \| Amortization Expense Adjustment
Business Acquisition [Line Items]
Income tax expense (benefit)				(30,200)	(88,300)
Intangible asset amortization				159,100	464,600
Pro Forma \| Cost Of Product Sales Adjustment
Business Acquisition [Line Items]
Income tax expense (benefit)				(12,400)	(59,500)
Cost of product sales (excluding amortization of acquired developed technologies)				81,900	296,300
Pro Forma \| Interest Expense Adjustment
Business Acquisition [Line Items]
Income tax expense (benefit)				(9,000)	(51,900)
Interest expense				49,100	241,000
Acquired developed technologies
Business Acquisition [Line Items]
Finite-lived intangible asset, useful life	12 years
Intangible asset amortization				$ 525,800	$ 259,600	$ 243,700
Acquired developed technologies \| Measurement Input, Discount Rate \| Valuation, Income Approach
Business Acquisition [Line Items]
Finite-lived intangible asset, measurement input	0.094
Senior Notes Due 2029 \| Senior Secured Debt
Business Acquisition [Line Items]
Debt instrument face amount								$ 1,500,000
Interest rate (as a percent)			4.375%	4.375%					4.375%
2021 Credit Agreement, Dollar Term Loan \| Line of Credit
Business Acquisition [Line Items]
Debt instrument face amount	$ 3,100,000	$ 3,100,000
Interest rate (as a percent)			4.00%	4.00%
Debt term		7 years
2021 Credit Agreement, Euro Term Loan \| Line of Credit
Business Acquisition [Line Items]
Debt instrument face amount \| €							€ 625.0
Interest rate (as a percent)			4.43%	4.43%
Debt term		7 years
2021 Credit Agreement, Revolving Credit Facility \| Line of Credit \| Borrowings under revolving credit facility
Business Acquisition [Line Items]
Debt term		5 years
Line of credit, maximum borrowing capacity		$ 500,000
GW Pharmaceuticals plc
Business Acquisition [Line Items]
Consideration transferred	7,190,701
Transactions costs incurred during period				$ 81,900
Revenue of acquiree since acquisition date, actual				476,400
Net loss of acquiree since acquisition date, actual				704,600
Goodwill, measurement period adjustment			$ 14,600
Acquisition accounting inventory fair value step-up adjustment	1,062,600
Total acquired identifiable intangible assets	$ 5,640,000		5,640,000	5,640,000
Income tax expense (benefit)				259,900
GW Pharmaceuticals plc \| Acquired developed technologies
Business Acquisition [Line Items]
Total acquired identifiable intangible assets			$ 5,480,000	$ 5,480,000

Business Combination, Asset Acquisitions and Collaborations - Schedule of Aggregate Consideration (Details) - GW Pharmaceuticals plc - USD ($) $ / shares in Units, $ in Thousands	May 05, 2021	May 04, 2021
Business Acquisition [Line Items]
GW ADS Outstanding May 5, 2021 (in shares)	31,556,200
Cash consideration per GW ADS (USD per share)	$ 200
Total cash consideration	$ 6,578,690
Total equity consideration	612,011
Total purchase consideration	7,190,701
Share Options
Business Acquisition [Line Items]
Total cash consideration	267,450
Total equity consideration	$ 3,555
Ordinary Shares
Business Acquisition [Line Items]
Ordinary shares issued to GW ADS holders (in shares)	3,800,000
Closing price of ordinary shares (USD per share)		$ 160.20

Business Combination, Asset Acquisitions and Collaborations - Schedule of Assets and Liabilities Acquired (Details) - USD ($) $ in Thousands	Dec. 31, 2021	May 05, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Goodwill	$ 1,827,609		$ 958,303
GW Pharmaceuticals plc
Business Acquisition [Line Items]
Cash and cash equivalents	343,898
Accounts receivable	76,355
Inventory	1,206,290
Prepaid expenses and other current assets	72,758
Property, plant and equipment	154,407
Total acquired identifiable intangible assets	5,640,000	$ 5,640,000
Goodwill	933,234
Deferred tax liabilities, net	(1,069,076)
Accrued liabilities	(131,971)
Other assets/liabilities	(35,194)
Total purchase consideration	7,190,701
GW Pharmaceuticals plc \| Previously Reported
Business Acquisition [Line Items]
Cash and cash equivalents		343,898
Accounts receivable		76,355
Inventory		1,206,290
Prepaid expenses and other current assets		72,758
Property, plant and equipment		154,407
Total acquired identifiable intangible assets		5,640,000
Goodwill		947,831
Deferred tax liabilities, net		(1,083,673)
Accrued liabilities		(131,971)
Other assets/liabilities		(35,194)
Total purchase consideration		7,190,701
GW Pharmaceuticals plc \| Revision of Prior Period, Adjustment
Business Acquisition [Line Items]
Cash and cash equivalents	0
Accounts receivable	0
Inventory	0
Prepaid expenses and other current assets	0
Property, plant and equipment	0
Total acquired identifiable intangible assets	0
Goodwill	(14,597)
Deferred tax liabilities, net	(14,597)
Accrued liabilities	0
Other assets/liabilities	0
Total purchase consideration	0
GW Pharmaceuticals plc \| Acquired developed technologies
Business Acquisition [Line Items]
Total acquired identifiable intangible assets	5,480,000
GW Pharmaceuticals plc \| Acquired developed technologies \| Previously Reported
Business Acquisition [Line Items]
Total acquired identifiable intangible assets		5,480,000
GW Pharmaceuticals plc \| Acquired developed technologies \| Revision of Prior Period, Adjustment
Business Acquisition [Line Items]
Total acquired identifiable intangible assets	0
GW Pharmaceuticals plc \| Acquired IPR&D assets
Business Acquisition [Line Items]
Total acquired identifiable intangible assets	160,000
GW Pharmaceuticals plc \| Acquired IPR&D assets \| Previously Reported
Business Acquisition [Line Items]
Total acquired identifiable intangible assets		$ 160,000
GW Pharmaceuticals plc \| Acquired IPR&D assets \| Revision of Prior Period, Adjustment
Business Acquisition [Line Items]
Total acquired identifiable intangible assets	$ 0

Business Combination, Asset Acquisitions and Collaborations - Pro Forma Information (Details) - GW Pharmaceuticals plc - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Total revenues	$ 3,294,697	$ 2,890,772
Net loss	$ (422,588)	$ (980,481)

Business Combination, Asset Acquisitions and Collaborations - Asset Acquisitions and Exclusive License Agreements Narrative (Details) - USD ($)			1 Months Ended	12 Months Ended
	Dec. 19, 2019	Aug. 12, 2019	Oct. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Oct. 31, 2021	Jun. 30, 2020
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Acquired in-process research and development				$ 0	$ 251,250,000	$ 109,975,000
Gross Carrying Amount				$ 8,210,692,000	3,395,214,000
Cavion Inc
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Asset acquisition upfront payment		$ 52,500,000
Asset acquisition potential payment upon meeting certain milestones		260,000,000
Total payment for asset acquisition, including potential payments		$ 312,500,000
SpringWorks \| Upfront Payment
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Acquired in-process research and development					35,000,000
SpringWorks \| Clinical, Regulatory And Commercial Milestones
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payment not yet incurred			$ 375,000,000
Pharma Mar, S.A.
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Tiered royalty fees percentage, maximum	30.00%		30.00%
Pharma Mar, S.A. \| Upfront Payment
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Acquired in-process research and development			$ 1,000,000		$ 200,000,000
Pharma Mar, S.A. \| Milestone Payment \| FDA Approval Of Zepzelca
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Gross Carrying Amount			1,000,000					$ 100,000,000
Pharma Mar, S.A. \| Milestone Triggering Payment
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Gross Carrying Amount							$ 25,000,000
Pharma Mar, S.A. \| Accelerated And/Or Full Regulatory Approval Milestone Payments
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payment not yet incurred	$ 150,000,000
Pharma Mar, S.A. \| Commercial Milestone Payments
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payment not yet incurred	$ 525,000,000		$ 6,000,000

Business Combination, Asset Acquisitions and Collaborations - Schedule of Asset Acquisition (Details) - Cavion Inc $ in Thousands	Aug. 12, 2019 USD ($)
Consideration
Upfront payment for acquisition of Cavion's outstanding shares	$ 52,500
Cash acquired	397
Working capital adjustment	(255)
Transaction costs	2,829
Total consideration	55,471
Assets Acquired and Liabilities Assumed
Cash	397
In-process research and development	48,275
Deferred tax assets	7,995
Other assets and liabilities	(1,196)
Total net assets acquired	$ 55,471

Business Combination, Asset Acquisitions and Collaborations - Collaboration and License Agreement Narrative (Details) $ in Thousands	1 Months Ended	12 Months Ended
	Jan. 31, 2019 USD ($) target product	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Upfront payment paid		$ 0	$ 251,250	$ 109,975
Codiak Biosciences Inc
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of targets/programs \| target	5
Number of projects subject to right to co-commercialize \| product	2
Upfront Payment \| Codiak Biosciences Inc
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Upfront payment paid	$ 56,000
Preclinical Development Milestone Payment \| Codiak Biosciences Inc
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payments not yet due or paid	20,000
Milestone Payment \| Codiak Biosciences Inc
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payments per target not yet due or paid	$ 200,000

Business Combination, Asset Acquisitions and Collaborations - Collaboration and Option Agreement Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2017
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Non-refundable upfront payment	$ 0	$ 251,250	$ 61,700
ImmunoGen, Inc.
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Non-refundable upfront payment				$ 75,000

Cash and Available-for-Sale Securities - Summary of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	$ 591,448	$ 2,132,769
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Estimated Fair Value	591,448	2,132,769
Cash and Cash Equivalents	591,448	1,057,769
Investments	0	1,075,000
Interest income	1,800	11,100	$ 20,500
Cash
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	510,747	517,117
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Estimated Fair Value	510,747	517,117
Cash and Cash Equivalents	510,747	517,117
Investments	0	0
Time deposits
Debt Securities, Available-for-sale [Line Items]
Amortized Cost		1,360,000
Gross Unrealized Gains		0
Gross Unrealized Losses		0
Estimated Fair Value		1,360,000
Cash and Cash Equivalents		285,000
Investments		1,075,000
Money market funds
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	80,701	255,652
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Estimated Fair Value	80,701	255,652
Cash and Cash Equivalents	80,701	255,652
Investments	$ 0	$ 0

Fair Value Measurement - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Available-for-sale securities:
Available-for-sale securities	$ 591,448	$ 2,132,769
Time deposits
Available-for-sale securities:
Available-for-sale securities		1,360,000
Money market funds
Available-for-sale securities:
Available-for-sale securities	80,701	255,652
Recurring
Available-for-sale securities:
Totals	81,281	1,627,559
Liabilities:
Totals	18,419	3,625
Recurring \| Time deposits
Available-for-sale securities:
Available-for-sale securities	0	1,360,000
Recurring \| Money market funds
Available-for-sale securities:
Available-for-sale securities	80,701	255,652
Recurring \| Cross-currency interest rate contracts
Liabilities:
Derivative Liability	15,232	0
Recurring \| Interest rate contracts
Liabilities:
Derivative Liability	0	2,835
Recurring \| Foreign exchange forward contracts
Available-for-sale securities:
Derivative asset	580	11,907
Liabilities:
Derivative Liability	3,187	790
Quoted Prices in Active Markets for Identical Assets (Level 1) \| Recurring
Available-for-sale securities:
Totals	80,701	255,652
Liabilities:
Totals	0	0
Quoted Prices in Active Markets for Identical Assets (Level 1) \| Recurring \| Time deposits
Available-for-sale securities:
Available-for-sale securities	0	0
Quoted Prices in Active Markets for Identical Assets (Level 1) \| Recurring \| Money market funds
Available-for-sale securities:
Available-for-sale securities	80,701	255,652
Quoted Prices in Active Markets for Identical Assets (Level 1) \| Recurring \| Cross-currency interest rate contracts
Liabilities:
Derivative Liability	0	0
Quoted Prices in Active Markets for Identical Assets (Level 1) \| Recurring \| Interest rate contracts
Liabilities:
Derivative Liability	0	0
Quoted Prices in Active Markets for Identical Assets (Level 1) \| Recurring \| Foreign exchange forward contracts
Available-for-sale securities:
Derivative asset	0	0
Liabilities:
Derivative Liability	0	0
Significant Other Observable Inputs (Level 2) \| Recurring
Available-for-sale securities:
Totals	580	1,371,907
Liabilities:
Totals	18,419	3,625
Significant Other Observable Inputs (Level 2) \| Recurring \| Time deposits
Available-for-sale securities:
Available-for-sale securities	0	1,360,000
Significant Other Observable Inputs (Level 2) \| Recurring \| Money market funds
Available-for-sale securities:
Available-for-sale securities	0	0
Significant Other Observable Inputs (Level 2) \| Recurring \| Cross-currency interest rate contracts
Liabilities:
Derivative Liability	15,232	0
Significant Other Observable Inputs (Level 2) \| Recurring \| Interest rate contracts
Liabilities:
Derivative Liability	0	2,835
Significant Other Observable Inputs (Level 2) \| Recurring \| Foreign exchange forward contracts
Available-for-sale securities:
Derivative asset	580	11,907
Liabilities:
Derivative Liability	$ 3,187	$ 790

Fair Value Measurement - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2021	Aug. 15, 2021	Apr. 29, 2021	Dec. 31, 2020	Feb. 15, 2018	Dec. 31, 2017
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Equity securities without readily determinable value, fair value	$ 5.0			$ 4.5
Convertible Debt \| 2021 Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate (as a percent)		1.875%
Convertible Debt \| 2024 Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate (as a percent)					1.50%	1.50%
Convertible Debt \| 2026 Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate (as a percent)	2.00%
Senior Secured Debt \| Senior Notes Due 2029
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate (as a percent)	4.375%		4.375%
Line of Credit \| 2021 Credit Agreement, Dollar Term Loan
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate (as a percent)	4.00%
Line of Credit \| 2021 Credit Agreement, Euro Term Loan
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate (as a percent)	4.43%
Significant Other Observable Inputs (Level 2) \| Convertible Debt \| 2024 Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of exchangeable senior notes	$ 576.0
Significant Other Observable Inputs (Level 2) \| Convertible Debt \| 2026 Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of exchangeable senior notes	1,100.0
Significant Other Observable Inputs (Level 2) \| Senior Secured Debt \| Senior Notes Due 2029
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of secured debt	1,600.0
Significant Other Observable Inputs (Level 2) \| Line of Credit \| 2021 Credit Agreement, Dollar Term Loan \| Borrowings under revolving credit facility
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of lines of credit	3,100.0
Significant Other Observable Inputs (Level 2) \| Line of Credit \| 2021 Credit Agreement, Euro Term Loan \| Borrowings under revolving credit facility
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of lines of credit	$ 236.0

Derivative Instruments and Hedging Activities - Narrative (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Cross-currency interest rate contracts
Derivative [Line Items]
Hedge loss to be reclassified	$ 100,000
Derivatives designated as hedging instruments \| Cross-currency interest rate contracts
Derivative [Line Items]
Notional amount	251,000,000
Derivatives not designated as hedging instruments \| Foreign exchange forward contracts
Derivative [Line Items]
Notional amount	$ 347,200,000	$ 357,400,000

Derivative Instruments and Hedging Activities - Cross-Currency Loss Derivative Instruments (Details) - Cross-currency interest rate contracts - Derivatives designated as hedging instruments $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Derivative Instruments, Gain (Loss) [Line Items]
Loss recognized in accumulated other comprehensive income (loss), net of tax	$ (375)
Loss reclassified from accumulated other comprehensive income (loss) to foreign exchange loss, net of tax	246
Loss recognized in foreign exchange loss	$ 35,885

Derivative Instruments and Hedging Activities - Foreign Exchange Gain (Loss) Derivative Instruments (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Derivatives not designated as hedging instruments \| Foreign exchange forward contracts
Derivative [Line Items]
Gain (loss) recognized in foreign exchange loss	$ (19,585)	$ 19,843	$ (6,192)

Derivative Instruments and Hedging Activities - Gains and Losses on Derivative Instruments (Details) - Interest rate contracts - Cash Flow Hedges - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Derivative Instruments, Gain (Loss) [Line Items]
Loss recognized in accumulated other comprehensive income (loss), net of tax	$ (14)	$ (4,543)	$ (3,903)
Loss (gain) reclassified from accumulated other comprehensive income (loss) to interest expense, net of tax	$ 2,482	$ 3,401	$ (979)

Derivative Instruments and Hedging Activities - Fair Value of Outstanding Derivatives (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Derivatives, Fair Value [Line Items]
Asset Derivatives	$ 580	$ 11,907
Liability Derivatives	18,419	3,625
Derivatives designated as hedging instruments \| Cross-currency interest rate contracts \| Other current assets
Derivatives, Fair Value [Line Items]
Asset Derivatives	0
Derivatives designated as hedging instruments \| Cross-currency interest rate contracts \| Accrued liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives	15,232
Derivatives designated as hedging instruments \| Interest rate contracts \| Other current assets
Derivatives, Fair Value [Line Items]
Asset Derivatives		0
Derivatives designated as hedging instruments \| Interest rate contracts \| Accrued liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives		2,835
Derivatives not designated as hedging instruments \| Foreign exchange forward contracts \| Other current assets
Derivatives, Fair Value [Line Items]
Asset Derivatives	580	11,907
Derivatives not designated as hedging instruments \| Foreign exchange forward contracts \| Accrued liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives	$ 3,187	$ 790

Derivative Instruments and Hedging Activities - Offsetting Assets and Liabilities (Details) - Pro Forma - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Derivative assets
Gross Amounts of Recognized Assets/ Liabilities	$ 580	$ 11,907
Gross Amounts Offset in the Consolidated Balance Sheet	0	0
Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet	580	11,907
Gross Amounts Not Offset in the Consolidated Balance Sheet
Derivative Financial Instruments	(567)	(2,207)
Cash Collateral Received (Pledged)	0	0
Net Amount	13	9,700
Derivative liabilities
Gross Amounts of Recognized Assets/ Liabilities	(18,419)	(3,625)
Gross Amounts Offset in the Consolidated Balance Sheet	0	0
Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet	(18,419)	(3,625)
Gross Amounts Not Offset in the Consolidated Balance Sheet
Derivative Financial Instruments	567	2,207
Cash Collateral Received (Pledged)	0	0
Net Amount	$ (17,852)	$ (1,418)

Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Inventory [Line Items]
Raw materials	$ 21,550	$ 16,003
Work in process	886,849	45,758
Finished goods	164,322	33,635
Total inventories	1,072,721	$ 95,396
GW Pharmaceuticals plc
Inventory [Line Items]
Inventory, step-up value	$ 811,300

Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Other Current Assets [Abstract]
Deferred charge for income taxes on intercompany profit	$ 203,480	$ 114,234
Other	48,912	38,257
Total other current assets	$ 252,392	$ 152,491

Property, Plant and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross and finance lease right out use asset before accumulated depreciation and amortization	$ 342,208	$ 195,523
Less accumulated depreciation and amortization	(85,371)	(67,588)
Property, plant and equipment and finance lease right-of-use asset, net	256,837	127,935
Depreciation and amortization expense	26,700	18,700	$ 15,300
Construction-in-progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross and finance lease right out use asset before accumulated depreciation and amortization	86,511	7,262
Manufacturing equipment and machinery
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross and finance lease right out use asset before accumulated depreciation and amortization	69,079	33,465
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross and finance lease right out use asset before accumulated depreciation and amortization	66,318	54,113
Land and buildings
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross and finance lease right out use asset before accumulated depreciation and amortization	64,008	47,555
Computer software
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross and finance lease right out use asset before accumulated depreciation and amortization	25,646	22,781
Computer equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross and finance lease right out use asset before accumulated depreciation and amortization	16,234	18,749
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross and finance lease right out use asset before accumulated depreciation and amortization	$ 14,412	$ 11,598

Goodwill and Intangible Assets - Schedule of Gross Carrying Amount of Goodwill (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning of period	$ 958,303
Goodwill arising from the GW Acquisition	933,234
Foreign exchange	(63,928)
Goodwill, end of period	$ 1,827,609

Goodwill and Intangible Assets - Schedule of Gross Carrying Amounts and Net Book Values of Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived and Indefinite Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 8,210,692	$ 3,395,214
Accumulated Amortization	(1,213,350)	(1,200,163)
Total	6,997,342	2,195,051
Intangible assets, gross	8,365,678	3,395,214
Intangible assets, net	7,152,328	2,195,051
Acquired IPR&D assets
Finite-Lived and Indefinite Lived Intangible Assets [Line Items]
Acquired IPR&D assets	$ 154,986	0
Acquired developed technologies
Finite-Lived and Indefinite Lived Intangible Assets [Line Items]
Remaining Weighted- Average Useful Life (In years)	11 years 4 months 24 days
Gross Carrying Amount	$ 8,195,675	3,379,162
Accumulated Amortization	(1,198,333)	(1,184,111)
Total	$ 6,997,342	2,195,051
Manufacturing contracts
Finite-Lived and Indefinite Lived Intangible Assets [Line Items]
Remaining Weighted- Average Useful Life (In years)	0 years
Gross Carrying Amount	$ 12,124	13,135
Accumulated Amortization	(12,124)	(13,135)
Total	$ 0	0
Trademarks
Finite-Lived and Indefinite Lived Intangible Assets [Line Items]
Remaining Weighted- Average Useful Life (In years)	0 years
Gross Carrying Amount	$ 2,893	2,917
Accumulated Amortization	(2,893)	(2,917)
Total	$ 0	$ 0

Goodwill and Intangible Assets - Schedule of Estimated Future Amortization Costs (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
2022	$ 627,866
2023	627,866
2024	627,866
2025	627,866
2026	627,866
Thereafter	3,858,012
Total	$ 6,997,342	$ 2,195,051

Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Rebates and other sales deductions	$ 215,397	$ 127,534
Employee compensation and benefits	158,870	102,601
Accrued interest	48,640	5,722
Clinical trial accruals	25,612	9,108
Accrued milestones	25,000	0
Consulting and professional services	22,507	6,660
Selling and marketing accruals	21,566	6,742
Accrued royalties	20,345	15,230
Derivative instrument liabilities	18,419	3,625
Inventory-related accruals	16,166	9,809
Sales return reserve	15,814	18,368
Current portion of lease liabilities	15,763	14,457
Accrued construction-in-progress	2,894	1,119
Other	59,311	31,757
Total accrued liabilities	$ 666,304	$ 352,732

Debt - Schedule of Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Principal amount	$ 6,395,458
Total debt	6,049,943	$ 2,094,838
Less current portion	31,000	246,322
Total long-term debt	6,018,943	1,848,516
Convertible Debt \| 2021 Notes
Debt Instrument [Line Items]
Principal amount	0	218,812
Unamortized discount and debt issuance costs	0	(5,883)
Total debt	0	212,929
Convertible Debt \| 2024 Notes
Debt Instrument [Line Items]
Principal amount	575,000	575,000
Unamortized discount and debt issuance costs	(71,237)	(95,275)
Total debt	503,763	479,725
Convertible Debt \| 2026 Notes
Debt Instrument [Line Items]
Principal amount	1,000,000	1,000,000
Unamortized discount and debt issuance costs	(150,730)	(179,518)
Total debt	849,270	820,482
Convertible Debt \| Senior Notes Due 2029
Debt Instrument [Line Items]
Total debt	1,473,810	0
Term Loan
Debt Instrument [Line Items]
Total debt	$ 3,223,100	$ 581,702

Debt - Credit Agreement Narrative (Details) € in Millions, $ in Millions		1 Months Ended	4 Months Ended
	May 05, 2021 USD ($)	Sep. 30, 2021	Dec. 31, 2021 USD ($)	Dec. 31, 2021 EUR (€)	May 31, 2021 USD ($)	May 31, 2021 EUR (€)
Term Loan \| Credit Agreement June 2015
Debt Instrument [Line Items]
Repayment of debt	$ 575.9
Line of Credit \| Term Loan Facility \| Prime Rate
Debt Instrument [Line Items]
Basis spread on variable rate	2.50%
Line of Credit \| Term Loan Facility \| LIBOR or EURIBOR
Debt Instrument [Line Items]
Basis spread on variable rate	3.50%
Line of Credit \| 2021 Credit Agreement, Dollar Term Loan
Debt Instrument [Line Items]
Repayment of debt			$ 502.0	€ 416.7
Interest rate (as a percent)			4.00%
Line of credit facility, interest rate at period end (as a percent)			4.55%
Debt instrument, redemption price, percentage of principal amount redeemed (as a percent)		1.00%
Face amount	$ 3,100.0				$ 3,100.0
Line of Credit \| 2021 Credit Agreement, Dollar Term Loan \| London Interbank Offered Rate (LIBOR) \| Minimum
Debt Instrument [Line Items]
Basis spread on variable rate	0.50%
Line of Credit \| 2021 Credit Agreement, Euro Term Loan
Debt Instrument [Line Items]
Interest rate (as a percent)			4.43%
Line of credit facility, interest rate at period end (as a percent)			4.93%
Face amount \| €						€ 625.0
Line of Credit \| Borrowings under revolving credit facility \| 2021 Credit Agreement, Revolving Credit Facility
Debt Instrument [Line Items]
Remaining borrowing capacity			$ 500.0
Debt covenant, revolving credit facility, outstanding amount threshold	$ 50.0
Line of Credit \| Borrowings under revolving credit facility \| 2021 Credit Agreement, Revolving Credit Facility \| Minimum
Debt Instrument [Line Items]
Line of credit facility, commitment fee percentage (as a percentage)	0.40%
Line of Credit \| Borrowings under revolving credit facility \| 2021 Credit Agreement, Revolving Credit Facility \| Maximum
Debt Instrument [Line Items]
Line of credit facility, commitment fee percentage (as a percentage)	0.50%
Line of Credit \| Borrowings under revolving credit facility \| 2021 Credit Agreement, Revolving Credit Facility \| London Interbank Offered Rate (LIBOR) \| Minimum
Debt Instrument [Line Items]
Basis spread on variable rate	2.75%
Line of Credit \| Borrowings under revolving credit facility \| 2021 Credit Agreement, Revolving Credit Facility \| London Interbank Offered Rate (LIBOR) \| Maximum
Debt Instrument [Line Items]
Basis spread on variable rate	3.25%
Line of Credit \| Borrowings under revolving credit facility \| 2021 Credit Agreement, Revolving Credit Facility \| Prime Rate \| Minimum
Debt Instrument [Line Items]
Basis spread on variable rate	1.75%
Line of Credit \| Borrowings under revolving credit facility \| 2021 Credit Agreement, Revolving Credit Facility \| Prime Rate \| Maximum
Debt Instrument [Line Items]
Basis spread on variable rate	2.25%

Debt - 2029 Senior Secured Notes Narrative (Details) - Senior Notes Due 2029 - Senior Secured Debt	Apr. 29, 2021	Dec. 31, 2021
Debt Instrument [Line Items]
Interest rate (as a percent)	4.375%	4.375%
Effective interest rate (as a percent)		4.64%
Debt Instrument, Redemption, Period One
Debt Instrument [Line Items]
Redemption price, percentage	100.00%
Debt Instrument, Redemption, Period Two
Debt Instrument [Line Items]
Redemption price, percentage	104.375%
Percentage of principal subject to redemption	40.00%
Debt Instrument, Redemption, Period Three
Debt Instrument [Line Items]
Redemption price, percentage	103.00%
Percentage of principal subject to redemption	10.00%
Debt Instrument, Redemption, Period Four
Debt Instrument [Line Items]
Redemption price, percentage	101.00%

Debt - Exchangeable Senior Notes Due 2026 Narrative (Details) - Convertible Debt	1 Months Ended	3 Months Ended		12 Months Ended
	Aug. 31, 2014 USD ($)	Jun. 30, 2021	Jun. 30, 2020 USD ($) d $ / shares	Dec. 31, 2021 USD ($)	Aug. 15, 2021 $ / shares
2026 Notes
Debt Instrument [Line Items]
Face amount			$ 1,000,000,000
Interest rate (as a percent)				2.00%
Percentage of conversion price			130.00%
Number of trading days \| d			20
Number of consecutive days in trading period \| d			30
Conversion rate of shares (in shares per dollar)		0.0064182
Debt conversion price (in dollars per share) \| $ / shares			$ 155.81
Effective interest rate (as a percent)			5.98%
Debt term			6 years
If-converted value in excess of principal				$ 59,300,000
Debt issuance cost				18,600,000
Carrying value of the equity component				$ 176,300,000
2021 Notes
Debt Instrument [Line Items]
Debt repurchased amount			$ 332,900,000
Interest rate (as a percent)					1.875%
Conversion rate of shares (in shares per dollar)	0.0050057
Debt conversion price (in dollars per share) \| $ / shares					$ 199.77
Effective interest rate (as a percent)	6.40%
Debt issuance cost	$ 16,100,000

Debt - Exchangeable Senior Notes Due 2024 Narrative (Details)	12 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2018	Dec. 31, 2017 USD ($) d $ / shares	Feb. 15, 2018
Debt Instrument [Line Items]
Repayments under revolving credit facility	$ 0	$ 500,000,000	$ 0
Borrowings under revolving credit facility
Debt Instrument [Line Items]
Repayments under revolving credit facility					$ 500,000,000
2024 Notes \| Convertible Debt
Debt Instrument [Line Items]
Face amount					$ 575,000,000
Interest rate (as a percent)					1.50%	1.50%
Percentage of conversion price					130.00%
Number of trading days \| d					20
Number of consecutive days in trading period \| d					30
Conversion rate of shares (in shares per dollar)				0.0045659
Debt conversion price (in dollars per share) \| $ / shares					$ 219.02
Effective interest rate (as a percent)					6.80%
Debt term					7 years
Debt issuance cost					$ 15,600,000
Carrying value of the equity component	$ 149,800,000	$ 149,800,000

Debt - Exchangeable Senior Notes Due 2021 Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Aug. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Aug. 15, 2021	Aug. 31, 2014
Debt Instrument [Line Items]
Interest expense, net		$ 89,900	$ 87,600	$ 62,500
Jazz Investments I Limited
Debt Instrument [Line Items]
Ownership percentage (as a percent)		100.00%
2021 Notes \| Convertible Debt
Debt Instrument [Line Items]
Interest rate (as a percent)					1.875%
Debt conversion price (in dollars per share)					$ 199.77
Effective interest rate (as a percent)						6.40%
Debt issuance cost						$ 16,100
Repayment of debt	$ 218,800		$ 356,200

Debt - Exchangeable Senior Notes Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Long-term debt outstanding	$ 6,395,458
Interest expense, net	89,900	$ 87,600	$ 62,500
2021 Notes \| Convertible Debt
Debt Instrument [Line Items]
Long-term debt outstanding	$ 0	$ 218,812
Jazz Investments I Limited
Debt Instrument [Line Items]
Ownership percentage (as a percent)	100.00%

Debt - Schedule of Debt Maturities (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Long-term Debt, Fiscal Year Maturity [Abstract]
2022	$ 31,000
2023	31,000
2024	606,000
2025	31,000
2026	1,031,000
Thereafter	4,665,458
Long-term debt outstanding	$ 6,395,458

Leases - Lease Cost (Details) - USD ($) $ in Thousands	12 Months Ended
Leases - Lease Cost (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Lease Cost
Operating lease cost	$ 23,869	$ 21,755	$ 23,087
Short-term lease cost	5,540	4,079	2,465
Variable lease cost	10	3	5
Sublease income	0	(224)	(634)
Finance Lease Cost
Amortization of leased asset	324	0	0
Interest on lease liabilities	295	0	0
Net lease cost	$ 30,038	$ 25,613	$ 24,923

Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Assets
Operating lease assets	$ 86,586	$ 129,169
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property, plant and equipment and finance lease right-of-use asset, net	Property, plant and equipment and finance lease right-of-use asset, net
Finance lease assets	$ 5,738	$ 0
Total lease assets	$ 92,324	$ 129,169
Liabilities
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Accrued liabilities	Accrued liabilities
Operating lease liabilities	$ 15,357	$ 14,457
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accrued liabilities	Accrued liabilities
Finance lease liabilities	$ 406	$ 0
Operating lease liabilities, less current portion	$ 87,200	$ 140,035
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other non-current liabilities	Other non-current liabilities
Finance lease liabilities	$ 6,269	$ 0
Total lease liabilities	$ 109,232	$ 154,492

Leases - Weighted Average Terms and Discount Rates (Details)	Dec. 31, 2021	Dec. 31, 2020
Weighted-average remaining lease term (years)
Operating leases	6 years 6 months	8 years 8 months 12 days
Finance leases	12 years 10 months 24 days	0 years
Weighted-average discount rate
Operating leases	5.20%	5.30%
Finance leases	7.40%	0.00%

Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$ 24,847	$ 21,678	$ 17,066
Operating cash outflows from finance leases	625	0	0
Financing cash outflows from finance leases	324	0	0
Non-cash operating activities:
Operating lease assets obtained in exchange for new operating lease liabilities	8,188	1,763	153,448
Finance lease assets obtained in exchange for new finance lease liabilities	650	0	0
De-recognition of operating lease asset on lease assignment	56,968	0	0
De-recognition of operating lease liability on lease assignment	$ 68,064	$ 0	$ 0

Leases - Maturities of Lease Liabilities (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Operating Leases
2022	$ 20,373
2023	19,426
2024	20,996
2025	14,565
2026	12,741
Thereafter	34,560
Total lease payments	122,661
Less imputed interest	(20,104)
Present value of lease liabilities	102,557
Finance Leases
2022	876
2023	872
2024	872
2025	872
2026	872
Thereafter	6,135
Total lease payments	10,499
Less imputed interest	(3,824)
Present value of lease liabilities	$ 6,675

Commitments and Contingencies - Leases and Other Commitments (Details) $ in Millions			1 Months Ended
	Mar. 17, 2021 litigationCase	Jun. 23, 2020 litigationCase	Jul. 31, 2021 patent	Jun. 30, 2021	Dec. 31, 2021 USD ($)	May 13, 2021 patent
Loss Contingencies [Line Items]
Noncancelable purchase commitments due within one year \| $					$ 73.2
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
Avadel Pharmaceuticals plc Lawsuit
Loss Contingencies [Line Items]
Infringed patents suit, number of patents \| patent						5
Lupin Lawsuit
Loss Contingencies [Line Items]
Infringed patents suit, number of patents \| patent			10
FDA stay of approval period			30 months
Lupin Lawsuit \| Xywav
Loss Contingencies [Line Items]
FDA recognition of orphan drug exclusivity, period				7 years

Shareholders' Equity - Narrative (Details)	12 Months Ended
Shareholders' Equity - Narrative (Details)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($) $ / shares shares
Stockholders' Equity Note [Line Items]
Cash dividends declared or paid	$ 0	$ 0
Maximum allowable dividend and restricted payments	30,000,000
Maximum allowable restricted payments	$ 100,000,000
Maximum secured leverage ratio, for restricted payments to be allowed	3
Minimum total leverage ratio, allowable restricted payments	2
Ordinary Shares \| November 2016 Share Repurchase Program
Stockholders' Equity Note [Line Items]
Total amount authorized for repurchase of shares under share repurchase program	$ 1,500,000,000
Stock repurchased	0	$ 146,500,000
Stock repurchased (in shares) \| shares		1,200,000
Stock repurchased, average cost per share (in dollars per share) \| $ / shares		$ 121.98
Remaining amount authorized for repurchase of shares	$ 431,200,000

Shareholders' Equity - Schedule of Authorized But Unissued Ordinary Shares (Details) - shares shares in Thousands	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Authorized but unissued ordinary shares reserved (in shares)	28,140	24,564
2011 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Authorized but unissued ordinary shares reserved (in shares)	22,195	21,070
2007 Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Authorized but unissued ordinary shares reserved (in shares)	3,285	2,600
GW Incentive Plans
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Authorized but unissued ordinary shares reserved (in shares)	1,853	0
Amended and Restated 2007 Non-Employee Directors Stock Award Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Authorized but unissued ordinary shares reserved (in shares)	807	889
2007 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Authorized but unissued ordinary shares reserved (in shares)	0	5

Comprehensive Income (Loss) - Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	$ 3,659,745	$ 3,110,981	$ 2,757,422
Other comprehensive income (loss) before reclassifications	(268,736)
Amounts reclassified from accumulated other comprehensive income (loss)	2,728
Other comprehensive income (loss), net	(266,008)	89,041	(25,602)
Ending balance	3,965,191	3,659,745	3,110,981
Net Unrealized Loss From Hedging Activities
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	(2,467)
Other comprehensive income (loss) before reclassifications	(389)
Amounts reclassified from accumulated other comprehensive income (loss)	2,728
Other comprehensive income (loss), net	2,339
Ending balance	(128)	(2,467)
Foreign Currency Translation Adjustments
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	(131,885)
Other comprehensive income (loss) before reclassifications	(268,347)
Amounts reclassified from accumulated other comprehensive income (loss)	0
Other comprehensive income (loss), net	(268,347)
Ending balance	(400,232)	(131,885)
Total Accumulated Other Comprehensive Loss
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	(134,352)	(223,393)	(197,791)
Ending balance	$ (400,360)	$ (134,352)	$ (223,393)

- 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.

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+ Details

Net Income (Loss) per Ordinary Share - Basic and Diluted Net Income (Loss) per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Numerator:
Net income (loss)	$ (329,668)	$ 238,616	$ 523,367
Denominator:
Weighted-average ordinary shares used in per share calculations - basic (in shares)	59,694	55,712	56,749
Dilutive effect of employee equity incentive and purchase plans (in shares)	0	805	801
Weighted-average ordinary shares used in per share calculations - diluted (in shares)	59,694	56,517	57,550
Net income (loss) per ordinary share :
Basic (in dollars per share)	$ (5.52)	$ 4.28	$ 9.22
Diluted (in dollars per share)	$ (5.52)	$ 4.22	$ 9.09

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1337-109256

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-URI http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

+ Details

- Definition

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

+ References

+ Details

Net Income (Loss) per Ordinary Share - Weighted-Average Ordinary Shares Excluded from Computation of Diluted Net Income per Share (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Exchangeable Senior Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Ordinary shares (in shares)	9,725	8,077	5,504
Employee equity incentive and purchase plans
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Ordinary shares (in shares)	3,927	4,780	5,000

Segment and Other Information - Narrative (Details)	12 Months Ended
Segment and Other Information - Narrative (Details)	Dec. 31, 2021 segment
Segment Reporting [Abstract]
Number of operating business segments	1

Segment and Other Information - Total Long-Lived Assets by Location (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Revenues from External Customers and Long-Lived Assets [Line Items]
Total long-lived assets	$ 343,423	$ 257,104
Ireland
Revenues from External Customers and Long-Lived Assets [Line Items]
Total long-lived assets	65,478	71,906
United Kingdom
Revenues from External Customers and Long-Lived Assets [Line Items]
Total long-lived assets	176,778	3,438
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Total long-lived assets	76,290	157,282
Italy
Revenues from External Customers and Long-Lived Assets [Line Items]
Total long-lived assets	16,698	16,008
Other
Revenues from External Customers and Long-Lived Assets [Line Items]
Total long-lived assets	$ 8,179	$ 8,470

Revenues - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Total revenues	$ 3,094,238	$ 2,363,567	$ 2,161,761
United States
Disaggregation of Revenue [Line Items]
Total revenues	2,820,242	2,144,541	1,964,161
Europe
Disaggregation of Revenue [Line Items]
Total revenues	230,158	175,208	150,201
All other
Disaggregation of Revenue [Line Items]
Total revenues	43,838	43,818	47,399
Product sales, net
Disaggregation of Revenue [Line Items]
Total revenues	3,079,001	2,346,660	2,135,601
Total Neuroscience
Disaggregation of Revenue [Line Items]
Total revenues	2,335,393	1,785,355	1,646,239
Total Oxybate
Disaggregation of Revenue [Line Items]
Total revenues	1,801,127	1,757,022	1,642,525
Xyrem
Disaggregation of Revenue [Line Items]
Total revenues	1,265,830	1,741,758	1,642,525
Xywav
Disaggregation of Revenue [Line Items]
Total revenues	535,297	15,264	0
Epidiolex/Epidyolex
Disaggregation of Revenue [Line Items]
Total revenues	463,645	0	0
Sunosi
Disaggregation of Revenue [Line Items]
Total revenues	57,914	28,333	3,714
Sativex
Disaggregation of Revenue [Line Items]
Total revenues	12,707	0	0
Total Oncology
Disaggregation of Revenue [Line Items]
Total revenues	733,810	554,463	471,810
Zepzelca
Disaggregation of Revenue [Line Items]
Total revenues	246,808	90,380	0
Rylaze
Disaggregation of Revenue [Line Items]
Total revenues	85,629	0	0
Vyxeos
Disaggregation of Revenue [Line Items]
Total revenues	134,060	121,105	121,407
Defitelio/defibrotide
Disaggregation of Revenue [Line Items]
Total revenues	197,931	195,842	172,938
Erwinaze/Erwinase
Disaggregation of Revenue [Line Items]
Total revenues	69,382	147,136	177,465
Other
Disaggregation of Revenue [Line Items]
Total revenues	9,798	6,842	17,552
Royalties and contract revenues
Disaggregation of Revenue [Line Items]
Total revenues	$ 15,237	$ 16,907	$ 26,160

Revenues - Summary of the Percentage of Total Revenues from Customers (Details) - Total Revenues - Customer concentration risk	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
ESSDS
Concentration Risk [Line Items]
Concentration risk, percentage	60.00%	74.00%	76.00%
McKesson
Concentration Risk [Line Items]
Concentration risk, percentage	12.00%	12.00%	14.00%

Revenues - Narrative (Details) $ in Thousands	12 Months Ended
Revenues - Narrative (Details) $ in Thousands	Dec. 31, 2021 USD ($) agreement
Summary Of Deferred Revenue [Line Items]
Contract revenue recognized	$ 2,788
Nippon Shinyaku
Summary Of Deferred Revenue [Line Items]
Number of license, development, and commercialization agreements \| agreement	2
Contract revenue recognized	$ 2,800
Revenue, performance obligation, description of timing	The deferred revenue balances are being recognized over an average of four years representing the period we expect to perform our research and developments obligations under each agreement.
Minimum
Summary Of Deferred Revenue [Line Items]
Payment terms, range	30 days
Maximum
Summary Of Deferred Revenue [Line Items]
Payment terms, range	45 days

Revenues - Summary of Contract Liabilities (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Change In Contract With Customer, Liability [Roll Forward]
Balance as of December 31, 2020	$ 4,861
Additions	483
Amount recognized within royalties and contract revenues	(2,788)
Balance as of December 31 2021	$ 2,556

Share-Based Compensation - Narrative (Details)							1 Months Ended		3 Months Ended	12 Months Ended
Share-Based Compensation - Narrative (Details)	Jan. 01, 2022 shares	May 05, 2021	Jan. 18, 2012 shares	Jan. 17, 2012	Oct. 24, 2011	Aug. 15, 2010 shares	Jul. 31, 2020 shares	Dec. 31, 2011 period shares	Jun. 30, 2021 $ / shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares	Dec. 31, 2019 USD ($) $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Recognized tax benefits related to share options exercised \| $										$ 9,300,000	$ 3,900,000	$ 5,100,000
Aggregate intrinsic value of share options exercised \| $										51,800,000	$ 26,400,000	$ 26,200,000
Share Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost related to unvested stock options \| $										$ 29,200,000
Unrecognized compensation cost, weighted-average period of recognition (in years)										1 year 9 months 18 days
Grant date fair value \| $ / shares										$ 51.39	$ 34.68	$ 42.09
Nominal Strike Price Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost related to unvested stock options \| $										$ 8,100,000
Unrecognized compensation cost, weighted-average period of recognition (in years)										1 year 1 month 6 days
Grant date fair value \| $ / shares									$ 170.82
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)										4 years
Unrecognized compensation cost, weighted-average period of recognition (in years)										2 years 7 months 6 days
PRSUs weighted-average grant date fair value (in dollars per share) \| $ / shares										$ 168.10
Number of RSUs released (in shares)										692,000
Shares issued (in shares)										465,000
Shares withheld for tax purposes (in shares)										227,000
Total fair value of shares vested \| $										$ 109,200,000	$ 53,500,000	$ 52,000,000
Unrecognized compensation cost related to unvested RSUs \| $										$ 238,200,000
Performance-Based Restricted Stock Units (PRSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost, weighted-average period of recognition (in years)										2 years
Unrecognized compensation cost related to grants under PRSUs \| $										$ 26,400,000
PRSUs weighted-average grant date fair value (in dollars per share) \| $ / shares										$ 190.81
GW Incentive Plans
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Requisite service periods (in years)		2 years
Grants expiration period (in years)		10 years
Shares authorized for issuance (in shares)										1,864,475
GW Incentive Plans, Post Acquisition Grants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Requisite service periods (in years)		4 years
2011 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Requisite service periods (in years)								4 years
Shares authorized for issuance (in shares)										32,065,082
2011 Equity Incentive Plan \| Subsequent Event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Increase in shares reserved under plan (in shares)	2,771,906
2011 Equity Incentive Plan \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grants expiration period (in years)								10 years
2011 Equity Incentive Plan, Option One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized for issuance, annual automatic increase, maximum percentage of outstanding shares								4.50%
2011 Equity Incentive Plan, Option Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Increase in shares reserved under plan (in shares)								5,000,000
2007 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized for issuance (in shares)			1,000,000
2007 Equity Incentive Plan \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Requisite service periods (in years)			1 year	3 years
2007 Equity Incentive Plan \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Requisite service periods (in years)			3 years	5 years
Grants expiration period (in years)			10 years	10 years
2007 Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized for issuance (in shares)										6,105,282
ESPP discount rate (as a percent)								15.00%
ESPP offering period (in months)								24 months
Number of purchase periods within each ESPP offering period \| period								4
Number of shares available for issuance (in shares)								175,000
Unrecognized compensation cost, weighted-average period of recognition (in years)										1 year 1 month 6 days
Unrecognized compensation cost related to grants under PRSUs \| $										$ 4,400,000
2007 Employee Stock Purchase Plan \| Subsequent Event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Increase in shares reserved under plan (in shares)	923,968
2007 Employee Stock Purchase Plan Option One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized for issuance, annual automatic increase, maximum percentage of outstanding shares								1.50%
2007 Employee Stock Purchase Plan Option Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Increase in shares reserved under plan (in shares)								1,000,000
2007 Directors Award Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Increase in shares authorized for issuance under deferred compensation plan (in shares)							500,000
Shares authorized for issuance under deferred compensation plan (in shares)										1,403,938
2007 Directors Award Plan \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Requisite service periods (in years)					1 year
2007 Directors Award Plan \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Requisite service periods (in years)					3 years
Grants expiration period (in years)					10 years
Directors Deferred Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Increase in shares reserved under plan (in shares)						200,000
Recorded expense related to retainer fees earned and deferred \| $										$ 0	$ 0	$ 0
Initial Grant \| 2007 Directors Award Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)					3 years
Annual Automatic Grant \| 2007 Directors Award Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)					1 year

Share-Based Compensation - Schedule of Weighted-Average Assumptions Used in Black-Scholes Option Pricing Model and Resulting Weighted-Average Grant Date Fair Value of Share Options Granted (Details) - Share Options - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant date fair value (in dollars per share)	$ 51.39	$ 34.68	$ 42.09
Volatility (as a percent)	37.00%	33.00%	32.00%
Expected term (in years)	4 years 6 months	4 years 7 months 6 days	4 years 6 months
Range of risk-free rates, minimum (as a percent)	0.40%	0.20%	1.30%
Range of risk-free rates, maximum (as a percent)	0.80%	1.60%	2.50%
Expected dividend yield (as a percent)	0.00%	0.00%	0.00%

Share-Based Compensation - Share-Based Compensation - Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total share-based compensation expense, pre-tax	$ 189,006	$ 120,998	$ 110,563
Income tax benefit from share-based compensation expense	(33,958)	(12,838)	(15,712)
Total share-based compensation expense, net of tax	155,048	108,160	94,851
Selling, general and administrative
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total share-based compensation expense, pre-tax	135,285	84,384	78,697
Research and development
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total share-based compensation expense, pre-tax	43,758	29,242	25,229
Cost of product sales
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total share-based compensation expense, pre-tax	$ 9,963	$ 7,372	$ 6,637

Share-Based Compensation - Schedule of Share Option Plans Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2021
Shares Subject to Outstanding Options [Roll Forward]
Outstanding, beginning balance (in shares)		5,279
Options granted (in shares)		110
Options exercised (in shares)		(1,041)
Options forfeited (in shares)		(137)
Options expired (in shares)		(90)
Outstanding, ending balance (in shares)		4,121
Vested and expected to vest (in shares)		4,039
Exercisable, balance (in shares)		3,270
Weighted Average Exercise Price (in dollars per share) [Roll Forward]
Outstanding, beginning balance (in dollars per share)		$ 130.51
Options granted (in dollars per share)		164.45
Options exercised (in dollars per share)		114.33
Options forfeited (in dollars per share)		139.24
Options expired (in dollars per share)		164.45
Outstanding, ending balance (in dollars per share)		134.48
Vested and expected to vest (in dollars per share)		134.56
Exercisable (in dollars per share)		$ 135.06
Weighted- Average Remaining Contractual Term (Years)
Weighted-average remaining contractual term, outstanding (in years)		5 years 7 months 6 days
Weighted-average remaining contractual term, vested and expected to vest, exercisable (in years)		5 years 7 months 6 days
Weighted-average remaining contractual term, exercisable (in years)		5 years 1 month 6 days
Aggregate Intrinsic Value
Aggregate intrinsic value, outstanding		$ 30,696
Aggregate intrinsic value, vested and expected to vest		30,164
Aggregate intrinsic value, exercisable		$ 26,248
Nominal Strike Price Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant date fair value	$ 170.82
Shares Subject to Outstanding Options [Roll Forward]
Outstanding, beginning balance (in shares)		0
Options granted (in shares)		124
Options exercised (in shares)		(1)
Options forfeited (in shares)		(7)
Outstanding, ending balance (in shares)		116
Vested and expected to vest (in shares)		110
Exercisable, balance (in shares)		22
Weighted Average Exercise Price (in dollars per share) [Roll Forward]
Outstanding, beginning balance (in dollars per share)		$ 0
Options granted (in dollars per share)		0.02
Options exercised (in dollars per share)		0.02
Options forfeited (in dollars per share)		0.02
Outstanding, ending balance (in dollars per share)		0.02
Vested and expected to vest (in dollars per share)		0.02
Exercisable (in dollars per share)		$ 0.02
Weighted- Average Remaining Contractual Term (Years)
Weighted-average remaining contractual term, outstanding (in years)		7 years 4 months 24 days
Weighted-average remaining contractual term, vested and expected to vest, exercisable (in years)		7 years 3 months 18 days
Weighted-average remaining contractual term, exercisable (in years)		6 months
Aggregate Intrinsic Value
Aggregate intrinsic value, outstanding		$ 14,803
Aggregate intrinsic value, vested and expected to vest		13,969
Aggregate intrinsic value, exercisable		$ 2,846

Share-Based Compensation - Schedule of RSUs Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) $ / shares shares
Restricted Stock Units (RSUs)
Number of RSUs and PRSUs [Roll Forward]
Number of RSUs and PRSUs, outstanding, beginning balance (in shares) \| shares	1,878
Number of RSUs and PRSUs granted (in shares) \| shares	1,780
Number of RSUs and PRSUs released (in shares) \| shares	(692)
Number of RSUs and PRSUs forfeited (in shares) \| shares	(335)
Number of RSUs and PRSUs, outstanding, ending balance (in shares) \| shares	2,631
Weighted-Average Grant-Date Fair Value [Roll Forward]
Weighted-average grant-date fair value, outstanding, beginning balance (in dollars per share) \| $ / shares	$ 125.07
Weighted-average grant-date fair value, RSUs and PRSUs granted (in dollars per share) \| $ / shares	168.10
Weighted-average grant-date fair value, RSUs and PRSUs released (in dollars per share) \| $ / shares	133.40
Weighted-average grant-date fair value, RSUs and PRSUs forfeited (in dollars per share) \| $ / shares	148.12
Weighted-average grant-date fair value, outstanding, ending balance (in dollars per share) \| $ / shares	$ 149.05
Weighted-average remaining contractual term, outstanding	1 year 4 months 24 days
Aggregate intrinsic value, outstanding \| $	$ 335,224
Performance-Based Restricted Stock Units (PRSUs)
Number of RSUs and PRSUs [Roll Forward]
Number of RSUs and PRSUs, outstanding, beginning balance (in shares) \| shares	0
Number of RSUs and PRSUs granted (in shares) \| shares	224
Number of RSUs and PRSUs forfeited (in shares) \| shares	(10)
Number of RSUs and PRSUs, outstanding, ending balance (in shares) \| shares	214
Weighted-Average Grant-Date Fair Value [Roll Forward]
Weighted-average grant-date fair value, outstanding, beginning balance (in dollars per share) \| $ / shares	$ 0
Weighted-average grant-date fair value, RSUs and PRSUs granted (in dollars per share) \| $ / shares	190.81
Weighted-average grant-date fair value, RSUs and PRSUs forfeited (in dollars per share) \| $ / shares	190.81
Weighted-average grant-date fair value, outstanding, ending balance (in dollars per share) \| $ / shares	$ 190.81
Weighted-average remaining contractual term, outstanding	2 years
Aggregate intrinsic value, outstanding \| $	$ 27,265

Share-Based Compensation - Performance-based RSU's Narrative (Details) - Performance-Based Restricted Stock Units (PRSUs)	1 Months Ended
	May 31, 2021
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Achievement target, percentage of awards granted	0.00%
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Achievement target, percentage of awards granted	200.00%

Employee Benefit Plans - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
United States
Defined Contribution Plan Disclosure [Line Items]
Expenses related to defined contribution plans	$ 9.1	$ 6.3	$ 5.0
Outside United States
Defined Contribution Plan Disclosure [Line Items]
Expenses related to defined contribution plans	$ 11.4	$ 4.2	$ 3.2

Income Taxes - Components of Income Before Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Taxes - Components of Income Before Income Tax Provision (Benefit) [Line Items]
Ireland	$ 97,557	$ (102,328)	$ (6,451)
Other	249,711	677	139,721
Income (loss) before income tax expense (benefit) and equity in loss of investees	(112,838)	275,095	454,302
United Kingdom
Income Taxes - Components of Income Before Income Tax Provision (Benefit) [Line Items]
United Kingdom and United States	(681,291)	3,836	3,304
United States
Income Taxes - Components of Income Before Income Tax Provision (Benefit) [Line Items]
United Kingdom and United States	$ 221,185	$ 372,910	$ 317,728

Income Taxes - Details of Income Tax Provision (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current
Ireland	$ 25,770	$ 19,437	$ 51,696
Other	33,222	39,955	2,265
Total current tax expense	146,918	170,454	163,456
Deferred, exclusive of other components below
Ireland	(5,388)	(32,458)	(163,626)
Other	(28,604)	(74,278)	(38,597)
Total deferred, exclusive of other components	(192,057)	(135,174)	(242,167)
Deferred, change in tax rates
Other	5	(237)	5,406
Total deferred, change in tax rates	261,255	(1,763)	5,557
Total deferred tax expense (benefit)	69,198	(136,937)	(236,610)
Total income tax expense (benefit)	216,116	33,517	(73,154)
United Kingdom
Current
United Kingdom and United States	(924)	166	0
Deferred, exclusive of other components below
United Kingdom and United States	(111,534)	679	1,353
Deferred, change in tax rates
United Kingdom and United States	259,873	(1,155)	(52)
United States
Current
United Kingdom and United States	88,850	110,896	109,495
Deferred, exclusive of other components below
United Kingdom and United States	(46,531)	(29,117)	(41,297)
Deferred, change in tax rates
United Kingdom and United States	$ 1,377	$ (371)	$ 203

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Operating Loss Carryforwards [Line Items]
Income tax expense (benefit)	$ 216,116	$ 33,517	$ (73,154)
Discrete tax benefit, intra-entity intellectual property asset transfer			$ 112,300
Effective income tax rate (as a percent)	(191.50%)	12.20%	(16.10%)
Increase (decrease) in valuation allowance	$ 76,900	$ 11,000	$ 5,100
Deferred tax assets, valuation allowance	154,255	77,342
Cumulated unremitted earnings of overseas subsidiaries	2,300,000
Additional expected tax expense if foreign earnings repatriated	113,000
Unrecognized tax benefits, accrued interest and penalties	4,600	11,300
Unrecognized tax benefits that would impact the effective tax rate	82,000	$ 93,000
GW Pharmaceuticals plc
Operating Loss Carryforwards [Line Items]
Income tax expense (benefit)	$ 259,900
Ireland
Operating Loss Carryforwards [Line Items]
Statutory income tax rate (as a percent)	12.50%	12.50%	12.50%
Ireland \| Ireland
Operating Loss Carryforwards [Line Items]
NOL carryforwards	$ 133,500
U.S. Federal
Operating Loss Carryforwards [Line Items]
NOL carryforwards	81,600
Tax credit carryforwards	216,500
U.S. State
Operating Loss Carryforwards [Line Items]
NOL carryforwards	44,300
Tax credit carryforwards	8,000
Foreign Tax Authorities
Operating Loss Carryforwards [Line Items]
Increase (decrease) in valuation allowance			$ 15,700
Tax credit carryforwards	58,800
Foreign Tax Authorities \| United Kingdom
Operating Loss Carryforwards [Line Items]
NOL carryforwards	864,900
Foreign Tax Authorities \| Malta
Operating Loss Carryforwards [Line Items]
NOL carryforwards	224,300
Foreign Tax Authorities \| Luxembourg
Operating Loss Carryforwards [Line Items]
NOL carryforwards	45,700
French Tax Authorities
Operating Loss Carryforwards [Line Items]
Income tax examination, penalties and interest expense	19,700
Income tax examination, penalties and interest accrued	19,700
Valuation Allowance, Operating Loss Carryforwards
Operating Loss Carryforwards [Line Items]
Increase (decrease) in valuation allowance	$ 81,300	$ 6,200	$ 6,300

Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Effective Income Tax Rate Reconciliation [Abstract]
Income tax expense/(benefit) at the statutory income tax rate	$ (14,105,000)	$ 34,387,000	$ 56,788,000
Change in tax rate	261,663,000	(1,836,000)	6,923,000
Deduction on subsidiary equity	(116,438,000)	(25,740,000)	(23,450,000)
Change in valuation allowance	81,280,000	6,074,000	14,823,000
Research and other tax credits	(31,069,000)	(30,836,000)	(39,776,000)
Non-deductible acquisition-related costs	20,929,000	0	11,738,000
Non-deductible compensation	19,914,000	8,604,000	8,321,000
Financing costs	14,418,000	7,132,000	(7,615,000)
Change in unrecognized tax benefits	(6,436,000)	16,309,000	499,000
Tax deficiencies/(excess tax benefits) from share-based compensation	(5,555,000)	5,274,000	537,000
Foreign income tax rate differential	(4,343,000)	16,126,000	39,695,000
Foreign derived intangible income benefit	(3,416,000)	0	0
Change in estimates	(2,653,000)	(3,604,000)	1,156,000
Intra-entity transfer of intellectual property assets	0	0	(112,274,000)
Patent box incentive benefit	0	0	(31,642,000)
Other	1,927,000	1,627,000	1,123,000
Reported income tax expense/(benefit)	$ 216,116,000	$ 33,517,000	$ (73,154,000)

Income Taxes - Schedule of Net Deferred Tax Assets/(Liabilities) (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Tax credit carryforwards	$ 284,155	$ 258,296
Operating loss carryforwards	265,156	68,860
Intangible assets	189,959	173,918
Accrued liabilities	84,509	62,561
Deduction on subsidiary equity carryforwards	78,514	13,201
Indirect effects of unrecognized tax benefits	46,876	48,743
Share-based compensation	37,289	26,090
Lease liabilities	15,865	31,787
Other	65,224	69,289
Total deferred tax assets	1,067,547	752,745
Valuation allowance	(154,255)	(77,342)
Deferred tax assets, net of valuation allowance	913,292	675,403
Deferred tax liabilities:
Intangible assets	(1,652,297)	(448,310)
Inventory	(181,742)	0
Operating lease assets	(12,657)	(26,316)
Other	(56,034)	(76,258)
Total deferred tax liabilities	(1,902,730)	(550,884)
Net of deferred tax assets and (liabilities)	$ (989,438)
Net of deferred tax assets and (liabilities)		$ 124,519

Income Taxes - Current and Non-current Deferred Assets/(Liabilities) (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Deferred tax assets	$ 311,103	$ 254,916
Deferred tax liabilities	(1,300,541)	(130,397)
Net of deferred tax assets and (liabilities)		$ 124,519
Net of deferred tax assets and (liabilities)	$ (989,438)

Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Reconciliation of Beginning and Ending Amounts of Unrecognized Tax Benefits
Balance at the beginning of the year	$ 146,557	$ 124,319	$ 118,213
Increases related to current year tax positions	26,675	27,908	27,552
Increases related to prior year tax positions	211	19,712	761
Decreases related to prior year tax positions	(182)	(213)	(91)
Increases recognized through purchase accounting	5,916	0	0
Decreases related to settlements with taxing authorities	(14,744)	0	0
Lapse of the applicable statute of limitations	(26,566)	(25,169)	(22,116)
Balance at the end of the year	$ 137,867	$ 146,557	$ 124,319

Schedule II Valuation and Qualifying Accounts - (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Allowance for doubtful accounts
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at beginning of period	$ 50	$ 50	$ 50
Additions charged to costs and expenses	127	5	9
Other Additions	771	0	0
Deductions	(650)	(5)	(9)
Balance at end of period	298	50	50
Allowance for sales discounts
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at beginning of period	144	113	76
Additions charged to costs and expenses	13,196	1,432	782
Other Additions	1,243	0	0
Deductions	(12,457)	(1,401)	(745)
Balance at end of period	2,126	144	113
Allowance for chargebacks
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at beginning of period	5,293	1,133	408
Additions charged to costs and expenses	91,425	45,550	41,864
Other Additions	1,322	0	0
Deductions	(86,651)	(41,390)	(41,139)
Balance at end of period	11,389	5,293	1,133
Deferred tax asset valuation allowance
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at beginning of period	77,342	66,307	61,237
Additions charged to costs and expenses	82,820	6,576	20,086
Other Additions	9	4,961	357
Deductions	(5,916)	(502)	(15,373)
Balance at end of period	$ 154,255	$ 77,342	$ 66,307