Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to Section 240.14a-12

No fee required.

Fee paid previously with preliminary materials

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Dear Shareholder:

The 2022 annual general meeting of shareholders (the “annual meeting”) of Jazz Pharmaceuticals plc, a public limited company formed under the laws of Ireland (the “company”), will be held on Thursday, July 28, 2022, at 9:45 a.m. local time at our corporate headquarters located at Fifth Floor, Waterloo Exchange, Waterloo Road, Dublin 4, Ireland, for the following purposes:

1.   To elect by separate resolutions each of the four nominees for director named in the accompanying proxy statement (the “proxy statement”) to hold office until the 2025 annual meeting of shareholders (Proposal 1).

2.   To ratify, on a non-binding advisory basis, the appointment of KPMG, Dublin, or KPMG, as the independent auditors of the company for the fiscal year ending December 31, 2022 and to authorize, in a binding vote, the board of directors, acting through the audit committee, to determine the independent auditors’ remuneration (Proposal 2).

3.   To approve, on a non-binding advisory basis, the compensation of the company’s named executive officers, or NEOs, as disclosed in the accompanying proxy statement (Proposal 3).

4.   To grant the board of directors authority under Irish law to allot and issue ordinary shares for cash without first offering those ordinary shares to existing shareholders pursuant to the statutory pre-emption right that would otherwise apply (Proposal 4).

5.   To approve any motion to adjourn the annual meeting, or any adjournments thereof, to another time and place to solicit additional proxies if there are insufficient votes at the time of the annual meeting to approve Proposal 4 (Proposal 5).

To conduct any other business properly brought before the annual meeting.

Proposals 1, 2, 3 and 5 are ordinary resolutions, requiring the affirmative vote of a majority of the votes cast (in person or by proxy) at the annual meeting. Proposal 4 is a special resolution, requiring the approval of not less than 75% of the votes cast (in person or by proxy) at the annual meeting.

In addition to the above proposals, the annual meeting will also receive and consider the company’s Irish statutory financial statements for the fiscal year ended December 31, 2021 and the reports of the directors and auditors thereon. There is no requirement under Irish law that the Irish statutory financial statements be approved by the shareholders, and no such approval will be sought at the annual meeting. Under the company’s Memorandum and Articles of Association (our “articles”), and the Irish Companies Act 2014 (the “2014 Act”), Proposals 1 and 2 are deemed to be ordinary business, and Proposals 3, 4 and 5 are deemed to be special business.

The record date for the annual meeting is June 1, 2022. Only shareholders of record at the close of business on that date may vote at the annual meeting or any adjournment or postponement thereof. The Notice of Internet Availability of Proxy Materials and our proxy materials, which include this proxy statement, our annual letter to shareholders and our 2021 Annual Report on Form 10-K, are first being mailed to shareholders on or about June     , 2022.

A shareholder entitled to attend and vote at the annual meeting is entitled to appoint one or more proxies to attend, speak and vote instead of him or her at the annual meeting, using the proxy card provided (or the form of proxy contained in section 184 of the 2014 Act) or using an electronic proxy card by telephone or via the internet in the manner described in this proxy statement. A proxy need not be a shareholder of record.

Whether or not you expect to attend the meeting, please vote as soon as possible. You may vote your shares:

Over the Telephone

1-800-690-6903

Via the Internet

www.proxyvote.com

By Mail

Complete, sign and return proxy card

In Person

Attend Annual Meeting

If you received a proxy card or voting instruction card by mail, you may submit your proxy card or voting instruction card mailing your proxy card or voting instruction card in the envelope provided. Proxy cards must be received by July 27, 2022. Electronic proxy cards submitted via the internet or by telephone must be received by 11:59 p.m., U.S. Eastern Time, on July 27, 2022. It may not be possible to count proxy cards received after the relevant time towards voting. Proxy cards received will be forwarded to the company’s registered office electronically before commencement of the annual meeting to comply with Irish law. Even if you have voted by proxy, you may still vote in person if you attend the meeting. Please note, however, that if the record holder of your ordinary shares is a broker, bank or other agent, and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.

Time and Date:

9:45 a.m., local time on

Thursday, July 28, 2022

Place:

Our Corporate Headquarters

Fifth Floor, Waterloo Exchange

Waterloo Road Dublin 4, Ireland

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 the EU, 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, or LGS, Dravet syndrome, or DS, or tuberous sclerosis complex, or TSC, in patients one year of age or older; in the EU (where it is marketed as Epidyolex^®) and other markets, it is approved for adjunctive treatment of seizures associated with LGS or DS, 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 TSC in patients 2 years of age and older; and

Sativex^® (nabiximols) oral solution, a product approved and marketed in more than 25 markets outside the U.S. 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.

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, EU, Great Britain, and recently in Switzerland (marketed as Vyxeos^® liposomal in the EU 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), 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 and other markets 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.

Strong commercial execution to drive diversified revenue growth and address unmet medical needs of our patients across our product portfolio, which focuses on neuroscience and oncology medicines;

Expanding and advancing our pipeline to achieve a valuable product portfolio of durable, highly differentiated programs;

Continuing to build a flexible, efficient, and productive development engine for targeted therapeutic areas to identify and progress early-, mid- and late-stage assets;

Identifying and acquiring novel product candidates and approved therapies to complement our existing pipeline and commercial portfolio;

Investing in an efficient, scalable operating model and differentiated capabilities to enable growth; and

Unlocking further value through indication expansion and entry into global markets.

Name

2022 Director Nominees

Jennifer E. Cook

Patrick G. Enright

Seamus Mulligan

Norbert G. Riedel, Ph,D,

Continuing Directors

Bruce C. Cozadd

Heather Ann McSharry

Anne O’Riordan

Rick E Winningham

Peter Gray

Kenneth W. O’Keefe

Mark D. Smith

Catherine A. Sohn, Pharm.D.

Includes service on the board of directors of Jazz Pharmaceuticals, Inc., our predecessor.

Board Diversity Matrix (as of June 1, 2022)

Total Number of Directors

Part I: Gender Identity

Directors

Part II: Demographic Background

African American or Black

White

LGBTQ+

Topic

Board Refreshment

•    We enhanced our demographic board diversity in both 2019 and 2020. Specifically, in 2020, we underwent a board refreshment program and candidate search for new directors, which provided an opportunity to enhance the range of skills and capabilities of the board. As part of that search process, the nominating and corporate governance committee asked the search firm it engaged to provide, and then considered, a set of highly qualified candidates that included both women and people from underrepresented communities. In late 2020, we added two additional diverse directors, including a practicing physician and a seasoned biopharma executive/former CEO.

Topic

Compensation

While shareholders provided positive feedback regarding our pay-for-performance alignment, we heard a strong preference that our long-term incentive program include performance-based equity awards. Shareholders have raised concerns that our burn rate is higher than some of our peers. Shareholders disfavor the “evergreen provision” in our 2011 Equity Incentive Plan.

Shareholders also expressed their desire for our annual performance bonus plan to have an explicit cap on payouts to avoid the potential of excessive payouts not tied to performance and to mitigate certain risks inherent in incentive plans.

In response to shareholder feedback:

•    Since 2021, approximately 50% of each executive officer’s target equity compensation has been in the form of performance-based equity awards, or PSUs;

•    Since 2021, stock options have been eliminated from our long-term incentive program, and 100% of the awards granted thereunder have been in the form of restricted stock units, or RSUs, and PSUs;

•    The evergreen provision in the 2011 Equity Incentive Plan expired in January 2022 and we will not adopt a new one in the future;

•    Since 2021, payouts under the annual performance bonus awards have been capped at 300% of an individual’s target award;

•    We selected performance goals for our executive compensation program that focus specifically on (i) growing and diversifying our commercial portfolio and (ii) enhancing the value of our pipeline to create a meaningful incentive and reward for successfully driving transformation and delivery of long-term sustainable value to shareholders and life-changing medicines to patients;

•    Once the aggregate achievement percentage of the performance goals is determined, that result is modified, from 75% to 125%, based on the performance of our stock price relative to peers, or a relative TSR modifier. We believe that having a TSR modifier helps balance the importance of providing executives clearer line of sight to payout opportunities using financial/operational measures with the need to ensure that those payouts are aligned with shareholders’ experience during the performance period; and

•    We also have a policy for recoupment of incentive compensation, or a clawback policy, which is designed to mitigate risks generally associated with incentive compensation and allow us to recover any erroneously earned compensation.

ESG

Topic

have successfully redesigned product packaging, drug production processes, and facilities operations to reduce our water and energy use and waste generation globally. We have also launched social impact programs that deliver our medicines to underserved regions and support the civic health of our communities and developed diversity, equity, inclusion and belonging (DEIB) commitments to enhance representation of diverse perspectives within our organization.

Planet

We seek to operate our business in an environmentally responsible way to ensure we are protecting our people, our business, our environment and the local communities in which we operate.

We are committed to reducing our environmental impact and to using sustainable practices wherever feasible.

U.N. SDG
Alignment

We have implemented environmental sustainability measures across our different manufacturing sites and throughout our product portfolio, with key activities below:

•    Redesigned our Epidiolex packaging to be more sustainable, reducing total energy used, carbon emissions, water consumption, and waste produced.

•    We use green chemistry principles in our first in-house commercial production site (Athlone, Ireland) (green solvent selection, reduced solvent usage, usage of enzyme catalysts in the place of heavy metals).

•    All electricity used at our Athlone site has been sourced from Moanmore wind farm, (county Clare) since 2019.

•    The Athlone manufacturing site was built on a greenfield site in an environmentally sensitive area, rich in flora and fauna. We spend considerable time and resources protecting our local environment including daily water quality assessment and monitoring.

•    Our growing site at Yorkshire Botanicals Limited (YBL) uses electricity generated from wind turbines, powering over 300 local homes when the power is not needed; additionally at our British Sugar growing site we have achieved a 30% reduction in the usage of peat with further reductions targeted.

•    At our Villa Guardia site, we replaced all light points with LEDs saving 103,699 kwh per year of electricity; we have introduced significant steps to reduce our solvent usage, recovering 500 tonnes of acetone per year and we introduced a “cleaning in place” system together with new dry screw vacuum pumps in 2018 which allowed us to save more than 18,000m3 of potable water per year.

•    In addition, our Villa Guardia site has implemented an Environmental Management System since 2007 reporting on water consumption, discharges, atmospheric emissions, energy efficiency, material efficiency and biodiversity which is publicly available on our website.

•    Our new buildings meet the highest level of Building Research Establishment Environmental Assessment Methodology (BREEAM) standards. Our new bulk drug product (BDP) facility at KSP (Building 755) has been designed in order to achieve the BREEAM ‘very good’ status to encourage environmental, social and economic sustainability. The design includes planting 2,125 trees, deploying 1,144 solar panels on its roof, using low energy lighting throughout and utilizing environmentally friendly building materials.

Our 2022 sustainability report will include expanded environmental disclosures, including measures relating to waste generation, energy and water use, and carbon emissions.

Patients

We are innovating to develop life-changing medicines for patients—often with limited or no therapeutic options. We strive to help patients get access to the medications they need, and we advocate for policies that transform the lives of patients.

U.N. SDG Alignment

•    Expanding patient access to medicines, including through our patient assistance programs, product donations to global aid organizations and monetary contributions to independent charities. We have been able to provide greater support and access to our medicines in markets around the world.

•    Appointed Jazz’s first Vice President of Patient Advocacy in 2022 to drive patient-focused strategies and embed the patient voice into our decision making.

•    We are incorporating patient perspectives early in the drug development process and building endpoints based on their feedback. This includes studying nontraditional metrics like the impact of treatment on activities of daily living and exploring social/emotional endpoints as reported by patients.

•    Engaged with patient advocacy organizations and public officials in the state of Kentucky to bring awareness to Lung Cancer, culminating in a Governor’s Proclamation Event and the passage of the Lung Cancer Screening and Prevention Program bill.

•    In partnership with Stand Up To Cancer, we are supporting ethnographic research to help drive improvements in the treatment of small cell lung cancer for Black patients. This research explores the attitudes towards small cell lung cancer among Black patients and their caregivers in the United States.

•    Our pipeline of potential new therapies has expanded 4x since 2015 and we are committed through our Vision 2025 framework to deliver at least 5 novel product approvals by the end of the decade.

•    Our launch of Rylaze in 2021 allowed us to move away from supply chain disruptions previously common to Erwinaze, and to better support ALL and LBL patients. We are also pursuing approval of two-day and intravenous dosing regimens that will allow patients and providers increased flexibility.

•    Committed to improving diversity in our clinical trial enrollments, including support of the American Cancer Society’s Blue-Button Project which will make clinical trial eligibility screening part of routine care that requires little effort and make trial screening site agnostic. Our hope is to increase overall cancer clinical trial enrollment with more diverse patients in those trials, better reflecting the U.S. cancer population.

•    Jazz is continuing our commitment to supporting the long-term health outcomes of our sleep medicine patients, increasing educational funding and advocacy to raise awareness about the benefits of low-sodium therapies for chronic conditions.

Community

We aim to be an engaged corporate citizen globally and in the specific communities in which we work.

We work through direct philanthropy, employee volunteerism and with partners to execute key social good initiatives that reflect our social impact goals and values.

U.N. SDG Alignment

•    Jazz supports a wide and varied corporate philanthropy program that includes support across our key strategic therapeutic focus areas.

•    We empower our employees to help guide decisions on funding and support to charitable organizations, including our donations to the International Red Cross, UNICEF, and World Central Kitchen.

•    We believe that greater inclusion of underrepresented groups in the scientific and biopharmaceutical arenas is a priority and can further address health inequities. We help both individuals and employees through financial support, mentoring, and internship programs.

•    Our employee volunteer program, Community Beat, is focused on creating co-worker engagement and community outreach through coordinated programs and activities throughout the year.

•    We donated thousands of doses of oncology medication to underserved countries in Africa and South America.

•    Established a Global Volunteer Day to allow all Jazz employees a paid day off to serve in their local communities.

•    We support underrepresented communities with limited access to legal services and have established a program to assist recent childhood and young adult immigrants to the United States as part of the Deferred Action for Childhood Arrivals (or DACA) Program. Jazz lawyers help prepare renewal applications and we cover the application fees for those seeking renewals.

People

Jazz is committed to creating a company where the culture embodies our corporate purpose to innovate to transform the lives of patients and reflects our key goals: (1) be a great place to work; and (2) live our core values of Integrity, Collaboration, Passion, Innovation, and Pursuit of Excellence.

We aim to be the best experience of our employees’ careers.

U.N. SDG Alignment

•    We gather more frequent feedback from our employees on what they value about the workplace experience; we consistently achieve participation rates of more than 80% in our annual engagement survey and 77% of employees would recommend Jazz as a good place to work.

•    As part of our multi-dimensional diversity strategy, Jazz ConcERTos, our employee resource teams, are self-led teams of employee volunteers with diverse backgrounds who come together to promote innovation through inclusion and to increase awareness of all dimensions of diversity. In addition, we have six active affinity forums at Jazz.

•    Fifty percent of our Executive Committee is diverse in terms of gender, ethnicity and sexual orientation.

•    Females represent 55% of our global workforce and 43% at the leadership level (employees at executive director and above).

•    In the U.S., people of color represent 33% of our U.S. workforce and 20% at the leadership level.

•    We provide customizable continuous learning opportunities for employees to allow for course-work that matches career ambitions and strengths with customized development; We have targeted a development effort to build leadership capabilities within our team of global leaders (80+ top leaders).

•    We designed a new work model we call Jazz Remix. It’s based upon direct input from employees and external insights and best practices. Jazz Remix blends the advantages of remote/virtual working and in-person collaboration. Employees work dynamically from our sites, from home and other locations as business and personal needs require.

•    Jazz offers full company participation in our long-term incentive plan providing employees with an ownership stake.

•    Jazz provides differentiated global leave and time-off polices including minimum standards for new parent leave, irrespective of gender or how a family is created, family caregiver leave, and bereavement leave.

•    We offer an array of mental health, well-being and mindfulness programs including fully covered counseling sessions for employees and their families.

The board of directors recommends a vote “FOR” each of the named nominees.

Vote required to elect each nominee to hold office until the 2025 annual meeting of shareholders: Affirmative vote of a majority of the votes cast on his or her election.

For more information, see Proposal 1 starting on page 18.

We are asking our shareholders to vote, by separate resolutions, on the election of each of Jennifer E. Cook, Patrick G. Enright, Seamus Mulligan and Norbert G. Riedel, Ph.D. to hold office until the 2025 annual meeting of shareholders. Detailed information about each nominee’s background and experience can be found beginning on page 19.

Each of the nominees for director was nominated for election by the board of directors upon the recommendation of our nominating and corporate governance committee. Our board of directors believes that each nominee has the specific experience, qualifications, attributes and skills to serve as a member of the board of directors and has demonstrated the ability to devote sufficient time and attention to board duties and to otherwise fulfill the responsibilities required of directors. See “Corporate Governance and Board Matters—Director Commitments” beginning on page 29 for more information.

The board of directors recommends a vote “FOR” this proposal.

Vote required for approval: Affirmative vote of a majority of the votes cast on the proposal.

For more information, see Proposal 2 starting on page 97.

Under Irish law, KPMG will be deemed to be reappointed as our independent auditors for the financial year ending December 31, 2022, without needing a shareholder vote at the annual meeting. However, our shareholders are being asked to ratify KPMG’s appointment on a non-binding advisory basis because we value our shareholders’ views on the company’s independent auditors. The board of directors and the audit committee intend to consider the results of this vote in making determinations in the future regarding the appointment of the company’s independent auditors.

Our shareholders are also being asked to authorize the board of directors, acting through the audit committee, to determine KPMG’s remuneration. This authorization is required by Irish law.

Less than 3% of the total fees that KPMG billed us for services last year were for services other than audit, audit-related and tax compliance services.

The board of directors recommends a vote “FOR” this proposal.

Vote required for approval: Affirmative vote of a majority of the votes cast on the proposal.

For more information, see Proposal 3 starting on page 99.

The board of directors recommends a vote “FOR” this proposal.

Vote required for approval: Affirmative vote of 75% of the votes cast on the proposal.

For more information, see Proposal 4 starting on page 101.

We are asking our shareholders to grant the board of directors the pre-emption opt-out authority to allot equity securities for cash for up to 20% of our issued ordinary share capital in the aggregate, for a period expiring on the date being 18 months from the passing of the resolution set forth in Proposal 4, unless otherwise varied, renewed or revoked.

Prior to casting your vote on Proposal 4, we strongly urge you to carefully read the discussion in Proposal 4 beginning on page 101.

In general, unless otherwise authorized by shareholders, before an Irish public limited company can issue shares for cash (including rights to subscribe for, convert into or otherwise acquire any shares) to any new shareholders, it must first offer the shares or rights to existing shareholders of the company pro-rata to their existing shareholdings. Under Irish law, the authority to opt-out of this pre-emption right, which we call the pre-emption opt-out authority, can be granted by shareholders for a maximum period of five years, at which point it lapses unless renewed by shareholders. At our 2021 annual general meeting of shareholders, our proposal to renew our prior unlimited

pre-emption opt-out authority for an additional five-year term did not receive the affirmative vote of at least 75% of the votes cast as required by the Irish law super majority voting regime for special resolutions. At an extraordinary general meeting we held in September 2021, or the 2021 EGM, our shareholders approved our current pre-emption opt-out authority for an 18-month period from the date of the 2021 EGM under which our directors are authorized to issue new shares for cash, if the issuance is limited to up to 5% of our issued ordinary share capital, with the possibility of issuing an additional 5% of our issued ordinary share capital provided the additional 5% is only to be used for the purposes of financing (or refinancing, if the refinancing is announced within six months after the original transaction) a transaction that our board of directors determines to be an acquisition or a specified capital investment. Accordingly, the current pre-emption opt-out authority is due to expire on March 23, 2023.

When we formulated the pre-emption opt-out authority that was presented at, and approved by, our shareholders at the 2021 EGM, we followed the market practice for companies whose share capital is listed on Euronext Dublin because it was critical for us to submit a pre-emption opt-out authority proposal at the 2021 EGM that we were certain shareholders would support given the Irish law super majority voting regime for special resolutions. However, upon further analysis and following engagement with our shareholders, we believe at this time that it is in the best interests of the company and our shareholders to seek approval for a new pre-emption opt-out authority on the terms set forth in Proposal 4.

Earlier this year, we announced our Vision 2025, which aims to deliver sustainable growth and enhanced value, driving our continued transformation to an innovative, high-growth global pharmaceutical leader, with a focus on commercial execution, pipeline productivity and operational excellence. In this regard, strategic capital allocation will continue to be an important driver of our growth.

Granting our board of directors the pre-emption opt-out authority on the terms set forth in Proposal 4 is vital to the way we intend to advance our business. As explained in more detail in Proposal 4, we received feedback from shareholders during engagement efforts both before and after our 2021 annual general meeting that indicated certain shareholders preferred limits on our pre-emption opt-out authority. In light of our strategy for growth and related initiatives and after extensive consideration, we determined at this time that seeking approval for a pre-emption out-out authority to issue up to 20% of our issued ordinary share capital for cash over the next 18 months would likely provide us with sufficient flexibility to execute on our strategy while also taking into account shareholder feedback that expressed a preference for some limits on our pre-emption opt-out authority. We also believe that the 20% limit in Proposal 4 strikes the right balance between protecting shareholders from excessive dilution resulting from issuances of shares for cash and providing us with sufficient flexibility to execute on our strategy for growth.

We will, like all U.S.-incorporated companies listed on Nasdaq, continue to be subject to the Nasdaq shareholder approval requirements, including the Nasdaq requirement for shareholder approval for certain

acquisitions or private placements when the number of shares to be issued is or will be equal to or in excess of 20% of the number of our ordinary shares outstanding before the issuance. Unlike our U.S.-incorporated peer companies listed on Nasdaq, however, we will also be limited by the terms of Proposal 4, which imposes an overall 20% limit on our ability to issue shares for cash without shareholder pre-emption rights for the entirety of the 18-month authorization period regardless of the type of transaction or financing.

As noted above, our strategy for growth depends in part on our ability to quickly take advantage of strategic opportunities, including potential acquisitions and other capital-intensive transactions that we believe would increase shareholder value. Many of these opportunities are highly competitive, with multiple parties often offering comparable or even the same economics. In light of our strategy for growth and related initiatives and after extensive consideration, we determined at this time that seeking approval for a pre-emption out-out authority to issue up to 20% of our issued ordinary share capital for cash over the next 18 months would likely provide us with sufficient flexibility to execute on our strategy, including as part of our Vision 2025.

If Proposal 4 is not approved, in each case where we propose to issue shares for cash consideration after March 23, 2023 and/or beyond the more restrictive limits of our current pre-emption opt-out authority, we would first have to offer those shares on the same or more favorable terms to our existing shareholders pro-rata to their existing shareholdings in the absence of a new shareholder approval to dis-apply the pre-emption rights provision to the issuance of those shares. This could put us at a significant disadvantage vis-à-vis many of our peers in competing for acquisitions and similar transactions (particularly since many of the companies with which we compete strategically are listed and incorporated in the U.S. and are not subject to similar pre-emption right restrictions), and might make it difficult for us to complete such transactions in a timely manner or at all, potentially limiting our ability to further our strategy for growth by deploying capital to meet strategic goals that are in the best interests of our shareholders.

The board of directors recommends a vote “FOR” this proposal.

Vote required for approval: Affirmative vote of a majority of the votes cast on the proposal.

For more information, see Proposal 5 starting on page 107.

We are asking our shareholders to vote on a proposal to approve any motion to adjourn the annual meeting, or any adjournments thereof, to another time and place to solicit additional proxies if there are insufficient votes at the time of the annual meeting to approve Proposal 4.

Under Irish law, Proposal 4 is a special resolution, which requires no less than 75% of the votes of shareholders cast (in person or by proxy) at a general meeting to be voted “FOR” the proposal in order to be passed. Given the high vote threshold associated with Proposal 4, we are seeking your authority to adjourn the meeting to solicit additional proxies if there are insufficient votes at the time of the annual meeting to approve Proposal 4.

Jennifer E. Cook

Director, BridgeBio Pharma, Inc. and Denali Therapeutics, Inc.

Director since 2020

Age 56

Key Qualifications and Expertise:

Ms. Cook brings to our board over 30 years of biopharmaceutical experience with significant C-suite, global product development and commercialization expertise, with a focus on transformative growth.

Committee Assignments:

•  Compensation Committee¹ since April 2021. Chair of Compensation Committee since April 2022.

Other Current Public Company Boards:

•  BridgeBio Pharma, Inc.

•  Denali Therapeutics Inc.

Jennifer E. Cook has served as a member of our board of directors since December 2020. Ms. Cook serves as a non-executive director on the boards of directors of two other publicly-held companies, Denali Therapeutics Inc. and BridgeBio Pharma, Inc., both biotechnology companies. She also serves on the board of directors of Ambys Medicines, Inc., a privately held biotechnology company. Ms. Cook founded Jennifer Cook Consulting, a consulting company, and has served as Principal since July 2019. From January 2018 to June 2019, Ms. Cook was the Chief Executive Officer at GRAIL, Inc., a privately-held early cancer detection diagnostic company. Prior to that, Ms. Cook worked at Roche Pharmaceuticals/Genentech for 25 years, where she held a number of senior management positions covering the full lifecycle of product development and commercialization. From 2010 to 2013, she oversaw Genentech’s U.S. Immunology and Ophthalmology Business Unit, and from 2013 to 2016, she led Roche’s European commercial business. She also served as Roche’s Global Head of Clinical Operations throughout 2017. In 2016, Ms. Cook was recognized as Woman of the Year by the Healthcare Businesswoman’s Association. Ms. Cook received a B.A. in Human Biology and a M.S. in Biology from Stanford University and an M.B.A. from the Haas School of Business at University of California, Berkeley. Ms. Cook brings to our board over 30 years of biopharmaceutical experience with significant C-suite, global product development and commercialization expertise, with a focus on transformative growth.

Patrick G. Enright

Managing Director, Longitude Capital

Director since 2009*

Age 60

Key Qualifications and Expertise:

Based on his experience as a venture capital investor focused on life sciences companies and his past work in the pharmaceutical industry, Mr. Enright brings to our board of directors over 30 years of operating experience and financial expertise in the life sciences industry.

Committee Assignments:

•  Audit Committee

•  Compensation Committee

Other Current Public Company Boards:

•  Aptinyx Inc.

•  Vera Therapeutics, Inc.

*Includes service on the board of directors of Jazz Pharmaceuticals, Inc., our predecessor.

Patrick G. Enright has served as a member of our board of directors since the closing of the Azur Merger in January 2012 and was a director of Jazz Pharmaceuticals, Inc. from 2009 until the closing of the Azur Merger. Mr. Enright co-founded Longitude Capital, a healthcare venture capital firm, where he has served as a Managing Director since 2006. Prior to Longitude Capital, Mr. Enright was a Managing Director of Pequot Ventures where he co-led the life sciences investment practice. Mr. Enright also has significant life sciences operations experience including senior executive positions at Valentis, Boehringer Mannheim (acquired by Roche) and Sandoz (now known as Novartis). Mr. Enright currently serves on the boards of directors of Aptinyx Inc. and Vera Therapeutics, Inc. as well as several privately held healthcare companies and the National Venture Capital Association. Mr. Enright previously served on the boards of directors of over 20 companies, including Aimmune Therapeutics, Inc from 2013 until its acquisition by Nestlé in 2020 and Vaxcyte, Inc from 2015 to 2020. Mr. Enright received a B.S. in Biological Sciences from Stanford University and an M.B.A. from the Wharton School of the University of Pennsylvania. Based on his experience as a venture capital investor focused on life sciences companies and his past work in the pharmaceutical industry, Mr. Enright brings to our board of directors over 30 years of operating experience and financial expertise in the life sciences industry.

In this proxy statement, we refer to our Compensation & Management Development Committee as the compensation committee.

Seamus Mulligan

Director, Jazz Pharmaceuticals plc

Director since 2012

Age 61

Key Qualifications and Expertise:

As a founder of Azur Pharma and a pharmaceutical industry executive, Mr. Mulligan brings to our board of directors an expertise in business development and over 35 years of experience in the pharmaceutical industry.

Committee Assignments:

•  None*

Other Current Public Company Boards:

•  None

* While Mr. Mulligan is not a member of any of our three standing committees of the board, he serves as Chair of our Transaction Committee.

Seamus Mulligan has served as a member of our board of directors since the closing of the Azur Merger in January 2012. Mr. Mulligan was a founder and principal investor of Azur Pharma and was Azur Pharma’s Chairperson and Chief Executive Officer as well as being a member of its board of directors from 2005 until January 2012. Mr. Mulligan also served as our Chief Business Officer, International Business Development from January 2012 until February 2013. Between 2014 and 2018, Mr. Mulligan served as Chairperson and Chief Executive Officer of Adapt Pharma Limited or “Adapt Pharma”, a specialty pharmaceutical company, which was acquired in October 2018 by Emergent BioSolutions Inc., a multinational specialty biopharmaceutical company. Mr. Mulligan acted as a Consultant to Emergent BioSolutions Inc. from October 2018 to March 2019, when he was appointed to the board. He resigned from the board in May 2020. From 2006 to 2017, Mr. Mulligan served as Executive Chairperson of Circ Pharma Limited and its subsidiaries, a pharmaceutical development stage group. From 1984 until 2004, Mr. Mulligan held various positions with Elan Corporation, plc, a pharmaceutical company, most recently as Executive Vice President, Business and Corporate Development, and prior to that position, held the roles of President of Elan Pharmaceutical Technologies, the drug delivery division of Elan Corporation, plc, Executive Vice President, Pharmaceutical Operations, Vice President, U.S. Operations and Vice President, Product Development. Mr. Mulligan served as a member of the board of directors of the U.S. National Pharmaceutical Council until 2004. Mr. Mulligan holds a B.Sc. (Pharm) and M.Sc. from Trinity College Dublin. As a founder of Adapt Pharma and Azur Pharma, and a pharmaceutical industry executive, Mr. Mulligan brings to our board of directors an expertise in business development and over 35 years of experience in the pharmaceutical industry.

Norbert G. Riedel, Ph.D.

Executive Chairperson, Aptinyx Inc.

Director since 2013

Age 64

Key Qualifications and Expertise:

Dr. Riedel brings significant scientific, drug discovery and development, and commercial expertise to our board of directors with over 20 years of experience in the biotechnology and pharmaceutical industries.

Committee Assignments:

•  Compensation Committee. Chair of Compensation Committee until April 2022.

•  Chair of advisory Science and Medicine Committee since April 2022.

Other Current Public Company Boards:

•  Aptinyx Inc.

•  Cerevel Therapeutics Holdings, Inc.

•  Eton Pharmaceuticals, Inc.

Norbert G. Riedel, Ph.D., age 64, has served as a member of our board of directors since May 2013 and was appointed chairperson of our compensation committee in August 2013. Dr. Riedel has served as Executive Chairperson of Aptinyx Inc. since January 2022 and previously served as Chief Executive Officer from September 2015 to December 2021 and as President from September 2015 to December 2020. Aptinyx Inc. is a biopharmaceutical company spun out of its predecessor company, Naurex, Inc., where Dr. Riedel served as Chief Executive Officer and President from January 2014 to September 2015. From 2001 to 2013, he served as Corporate Vice President and Chief Scientific Officer of Baxter International Inc., a diversified healthcare company, where from 1998 to 2001, he also served as President and General Manager of the recombinant therapeutic proteins business unit and Vice President of Research and Development of the bioscience business unit. From 1996 to 1998, Dr. Riedel served as head of worldwide biotechnology and worldwide core research functions at Hoechst-Marion Roussel, now Sanofi, a global pharmaceutical company. Dr. Riedel served on the board of directors of Ariad Pharmaceuticals, Inc., an oncology company, from May 2011 until the company was acquired in February 2017. Dr. Riedel currently serves on the boards of directors of three other publicly-held companies, Aptinyx Inc., Eton Pharmaceuticals, Inc., a development stage pharmaceutical company, where he also serves as Chairperson of the board, and Cerevel Therapeutics Holdings, Inc., a biopharmaceutical company. Dr. Riedel also currently serves on the board of directors of a non-profit organization, the Illinois Biotechnology Industry Organization, and is a member of the Austrian Academy of Sciences. Dr. Riedel is an Adjunct Professor at Boston University School of Medicine and an Adjunct Professor of Medicine at Northwestern University’s Feinberg School of Medicine. Dr. Riedel holds a Diploma in biochemistry and a Ph.D. in biochemistry from the University of Frankfurt. Dr. Riedel brings significant scientific, drug discovery and development, and commercial expertise to our board of directors with over 20 years of experience in the biotechnology and pharmaceutical industries.

Bruce C. Cozadd

Chairperson and Chief Executive Officer of Jazz Pharmaceuticals plc

Director since 2003*

Age 58

Key Qualifications and Expertise:

As a co-founder and our Chief Executive Officer of over 10 years, he brings to our board a deep and comprehensive knowledge of our business, as well as shareholder-focused insight into effectively executing the company’s strategy and business plans to maximize shareholder value.

Committee Assignments:

•  None

Other Current Public Boards:

•  None

* Includes service on the board of directors of Jazz Pharmaceuticals, Inc., our predecessor.

Bruce C. Cozadd has served as our Chairperson and Chief Executive Officer since the closing of the Azur Merger in January 2012, and from October 2019 through March 2020, he served as our interim principal financial officer. Mr. Cozadd co-founded Jazz Pharmaceuticals, Inc. and has served as Chairperson and Chief Executive Officer of Jazz Pharmaceuticals, Inc. since April 2009. From 2003 until 2009, he served as Jazz Pharmaceuticals, Inc.’s Executive Chairperson and as a member of its board of directors. From 1991 until 2001, he held various positions with ALZA Corporation, a pharmaceutical company acquired by Johnson & Johnson, most recently as Executive Vice President and Chief Operating Officer, with responsibility for research and development, manufacturing and sales and marketing. Previously at ALZA Corporation, he held the roles of Chief Financial Officer and Vice President, Corporate Planning and Analysis. Mr. Cozadd serves on the board of Acelyrin, Inc., a clinical stage biotechnology company. Mr. Cozadd also serves on the board of Biotechnology Innovation Organization, a biotechnology trade association, where he serves on its Health Section Governing Board. He also serves on the boards of two non-profit organizations, The Nueva School and SFJAZZ. Mr. Cozadd previously served on the boards of directors of Cerus Corporation from 2001 to January 2018 and Threshold Pharmaceuticals, Inc. from 2005 to August 2017. He received a B.S. from Yale University and an M.B.A. from the Stanford Graduate School of Business. As a co-founder and our Chief Executive Officer of over 10 years, he brings to our board a deep and comprehensive knowledge of our business, as well as shareholder-focused insight into effectively executing the company’s strategy and business plans to maximize shareholder value.

Heather Ann McSharry

Director International Airlines Group, S.A.

Director since 2013

Age 60

Key Qualifications and Expertise:

Ms. McSharry brings to our board of directors over 30 years of experience in multiple international industries, including healthcare, consumer goods and financial services, as well as expertise in crisis management, cybersecurity and privacy issues relevant to our business.

Committee Assignments:

•  Audit Committee

•  Nominating & Corporate Governance Committee (Chair)

Other Current Public Boards:

•  International Airlines Group, S.A.

Heather Ann McSharry has served as a member of our board of directors since May 2013 and was appointed as chairperson of our nominating and corporate governance committee in August 2017. Ms. McSharry has served as a non-executive director on the board of directors of International Airlines Group, S.A since 2020. From 2006 to 2009, Ms. McSharry was Managing Director Ireland of Reckitt Benckiser, a multinational health, home and hygiene consumer products company. From 1989 to 2006, she held various positions at Boots Healthcare, a leading global consumer healthcare company, most recently as Managing Director of Boots Healthcare Ireland Limited. Ms. McSharry served on the boards of directors of the Bank of Ireland from 2007 to 2011, the Industrial Development Agency in Ireland from 2010 to 2014, Uniphar plc from 2019 to 2020, Greencore Group plc from 2013 to 2021 and CRH plc from 2012 to 2021. Ms. McSharry holds a Bachelor of Commerce and a Master of Business Studies degree from University College Dublin. Ms. McSharry brings to our board of directors over 30 years of experience in multiple international industries, including healthcare, consumer goods and financial services, as well as expertise in crisis management, cybersecurity and privacy issues relevant to our business.

Anne O’Riordan

Group Director of Digital, Jardine Matheson Limited

Director since 2019

Age 54

Key Qualifications and Expertise:

Ms. O’Riordan brings to our board of directors nearly 30 years of knowledge and leadership experience advising life sciences and healthcare companies across the globe, with a uniquely diverse perspective attributable to her geographic residency in Asia. Ms. O’Riordan’s background in advising life sciences companies with respect to significant global markets provides an important contribution to our board of director’s mix of backgrounds, experiences and skills.

Committee Assignments:

•  Audit Committee

•  Nominating and Corporate Governance Committee since April 2022

Other Current Public Boards:

•  None

Anne O’Riordan has served as a member of our board of directors since February 2019. Since June 2019, Ms. O’Riordan has served as Group Director of Digital of Jardine Matheson Limited, an Asian conglomerate headquartered in Hong Kong, where she also serves on the board of directors. From 1990 to March 2019, Ms. O’Riordan held various leadership positions in the life sciences industry group in each of the operating units of Accenture (formerly Andersen Consulting) in North America, Europe and Asia Pacific. She most recently served as Global Industry Senior Managing Director of Accenture’s Life Sciences Business from 2012 to 2019. Between 2008 and 2012, Ms. O’Riordan led Accenture’s life sciences practice in Asia Pacific, focusing on strategic client development, market entry and business transformation. Prior to that, she led Accenture’s European health and life sciences business, working with clients across Europe on significant regional transformation initiatives. She also spent nine years in North America working with pharmaceutical and medical products clients. She currently serves on the board of governors of the American Chamber of Commerce in Hong Kong, or AmCham Hong Kong, where she serves as the board liaison for the Healthcare Committee and is on the board of the International Women’s Forum Hong Kong where she serves as the Treasurer. She is also a long-standing member of the Women’s Foundation and the 30% Club. Ms. O’Riordan received a B.Sc in Biotechnology from Dublin City University as well as a postgraduate diploma in Financial Accounting and MIS from the National University of Ireland, Galway. Ms. O’Riordan brings to our board of directors nearly 30 years of knowledge and leadership experience advising life sciences and healthcare companies across the globe, with a uniquely diverse perspective attributable to her geographic residency in Asia. Ms. O’Riordan’s background in advising life sciences companies with respect to significant global markets provides an important contribution to our board of director’s mix of backgrounds, experiences and skills.

Rick E Winningham

Chairperson and Chief Executive Officer, Theravance Biopharma, Inc.

Director since 2010*

Age 62

Key Qualifications and Expertise:

Mr. Winningham’s experience in senior management positions in the pharmaceutical industry provides significant industry knowledge and operational and management expertise to our board of directors.

Committee Assignments:

•  Nominating & Corporate Governance Committee

Other Current Public Boards:

•  Theravance Biopharma, Inc.

* Includes service on the board of directors of Jazz Pharmaceuticals, Inc., our predecessor.

Rick E Winningham has served as a member of our board of directors since the closing of the Azur Merger in January 2012 and was a director of Jazz Pharmaceuticals, Inc. from 2010 until the closing of the Azur Merger. In May 2014, Mr. Winningham was appointed as Lead Independent Director of our board of directors. Mr. Winningham has served as Chairperson of the board of directors of Theravance Biopharma, Inc., a biopharmaceutical company, since July 2013. He has served as Chief Executive Officer of Theravance Biopharma, Inc. since its spin-off from Innoviva, Inc. in June 2014. From October 2001 to August 2014, Mr. Winningham served as Chief Executive Officer of Innoviva, Inc., where he also served as Chairperson of the board of directors from April 2010 to October 2014. From 1997 to 2001, he served as President of Bristol-Myers Squibb Oncology/Immunology/Oncology Therapeutics Network and, from 2000 to 2001, as President of Global Marketing. Mr. Winningham is a member of Biotechnology Industry Organization’s board of directors and serves on the Health Section Governing Board Standing Committee on Reimbursement. He previously served as a member of the board of directors of Retrotope, Inc., a private biotechnology company focused on cell degeneration, from February 2021 to January 2022 and OncoMed Pharmaceuticals, Inc. from June 2015 until the company’s merger with Mereo BioPharma Group plc in April 2019. He also served as a member of the board of directors of the California Healthcare Institute, or CHI, from November 2011 to March 2015 and served as its Chairperson from January 2014 until CHI merged with Bay Area Bioscience Association to become the California Life Sciences Association, or CLSA, in March 2015. Mr. Winningham is on the board of directors of CLSA, and served as its Chairperson from March 2015 until November 2015. Mr. Winningham holds an M.B.A. from Texas Christian University and a B.S. from Southern Illinois University. Mr. Winningham’s experience in senior management positions in the pharmaceutical industry provides significant industry knowledge and operational and management expertise to our board of directors.

Peter Gray

Chairperson, Teckro, Inc. and Abzena

Director since 2013

Age 67

Key Qualifications and Expertise:

Given his experience as Chief Executive Officer and Chief Financial Officer of ICON plc, Mr. Gray brings to our board of directors and audit committee over 30 years of experience in financial and operational management within the pharmaceutical industry.

Committee Assignments:

•  Audit Committee (Chair)

Other Current Public Boards:

•  None

Peter Gray has served as a member of our board of directors since May 2013 and was appointed as chairperson of our audit committee in April 2014. He is Chairperson of a privately-held company providing outsourced technology services to the biopharma industry, Chairperson of a privately-held large molecule development company, and chairs a non-profit educational establishment. He served as Chairperson of the board of directors of UDG Healthcare plc, an international provider of healthcare services, from February 2012 to September 2020. In September 2011, Mr. Gray retired from his position as Chief Executive Officer of ICON plc, a global provider of outsourced development services to the pharmaceutical, biotechnology and medical device industries, which he held since November 2002. At ICON plc, Mr. Gray previously served as Group Chief Operating Officer from June 2001 to November 2002 and Chief Financial Officer from June 1997 to June 2001. From November 1983 to November 1989, Mr. Gray served as senior financial officer at Elan Corporation plc, a pharmaceutical company. Mr. Gray holds a degree in law from Trinity College Dublin and qualified as a chartered accountant in 1981. Given his experience as Chief Executive Officer and Chief Financial Officer of ICON plc, Mr. Gray brings to our board of directors and audit committee over 30 years of experience in financial and operational management within the pharmaceutical industry.

Kenneth W. O’Keefe

Managing Director of Beecken Petty O’Keefe & Company

Director since 2004*

Age 55

Key Qualifications and Expertise:

As a member of Beecken Petty O’Keefe & Company, Mr. O’Keefe brings to our board of directors significant expertise in accounting and financial matters and in analyzing and evaluating financial statements, as well as substantial experience managing private equity investments. He serves or has served on the audit committee of several companies in the healthcare industry. As the former chairperson and current member of our audit committee, Mr. O’Keefe brings to our board of directors detailed knowledge of our financial position and financial statements.

Committee Assignments:

•  Audit Committee

Other Current Public Boards:

•  None

*Includes service on the board of directors of Jazz Pharmaceuticals, Inc., our predecessor.

Kenneth W. O’Keefe has served as a member of our board of directors since the closing of the Azur Merger in January 2012 and was a director of Jazz Pharmaceuticals, Inc. from 2004 until the closing of the Azur Merger. Since January 2018, he has been Managing Director of Beecken Petty O’Keefe & Company, a private equity firm, which he co-founded. From November 2015 to January 2018, he was Chief Executive Officer, from January 2011 to November 2015, he was Managing Partner, and from 1997 to January 2011, he was Managing Director, of Beecken Petty O’Keefe & Company. He serves on the boards of several privately-held healthcare companies. He received a B.A. from Northwestern University and an M.B.A. from the University of Chicago. As a member of Beecken Petty O’Keefe & Company, Mr. O’Keefe brings to our board of directors’ significant expertise in accounting and financial matters and in analyzing and evaluating financial statements, as well as substantial experience managing private equity investments. He serves or has served on the audit committee of several companies in the healthcare industry. As the former chairperson and current member of our audit committee, Mr. O’Keefe brings to our board of directors detailed knowledge of our financial position and financial statements.

Mark D. Smith, M.D.

Professor, University of California, San Francisco and Director, Teladoc Health, Inc. and Phreesia, Inc.

Director since 2020

Age 70

Key Qualifications and Expertise:

Dr. Smith brings to our board of directors an impressive background that marries the worlds of active medical practice and business development. A practicing physician and professor, Dr. Smith also has experience working for a variety of health focused companies both public and private. Additionally, Dr. Smith allocates part of his time for nonprofit organizations and a health policy foundation.

Committee Assignments:

•  Nominating & Corporate Governance Committee since April 2021

Other Current Public Company Boards:

•  Phreesia, Inc.

•  Teladoc Health, Inc.

Mark D. Smith, M.D. has served as a member of our board of directors since December 2020. Dr. Smith is a practicing physician and professor of clinical medicine at the University of California at San Francisco, where he has served since 1994. He also serves as a non-executive director on the boards of directors of two other publicly-held companies, Teladoc Health, Inc., a telemedicine and virtual healthcare company, and Phreesia, Inc., a healthcare software company. Dr. Smith also serves on the board of directors of the Commonwealth Fund, a private health policy foundation. From 1996 to 2013, Dr. Smith was the founding President and Chief Executive Officer of the California HealthCare Foundation, an independent nonprofit philanthropy organization. From 1991 to 1996, he served as Executive Vice President at the Henry J. Kaiser Family Foundation. Dr. Smith received a B.A. from Harvard College, an M.D. from the University of North Carolina at Chapel Hill and an M.B.A. from The Wharton School at the University of Pennsylvania. Dr. Smith brings to our board of directors an impressive background that marries the worlds of active medical practice and business development. A practicing physician and professor, Dr. Smith also has experience working for a variety of health focused companies both public and private. Additionally, Dr. Smith allocates part of his time for nonprofit organizations and a health policy foundation.

Catherine A. Sohn, Pharm.D.

Chairperson, BioEclipse Therapeutics Inc., and Director, Axcella Health Inc., Landec Corporation and Rubius Therapeutics

Director since 2012

Age 69

Key Qualifications and Expertise:

Dr. Sohn brings to our board of directors three decades of product development, strategy, commercial launch and business development transaction experience in the pharmaceutical industry and a global perspective that is directly relevant to our company.

Committee Assignments:

•  Compensation Committee

•  Nominating & Corporate Governance Committee until April 2022

Other Current Public Company Boards:

•  Axcella Health Inc.

•  Landec Corporation

•  Rubius Therapeutics

Catherine A. Sohn, Pharm.D. has served as a member of our board of directors since July 2012. Dr. Sohn also serves as a non-executive director on the boards of directors of three other publicly-held companies: Axcella Health Inc., a biotechnology company, Landec Corporation, a life sciences company, and Rubius Therapeutics, a biotechnology company. From January 2014 to May 2017, Dr. Sohn served as an independent director on the board of directors of Neuralstem, Inc., a publicly traded life sciences company. She also serves as Chairperson of the board of BioEclipse Therapeutics, Inc., a privately-held clinical-stage biopharmaceutical company. From 1998 to 2010, she was Senior Vice President, Worldwide Business Development and Strategic Alliances at GlaxoSmithKline Consumer Healthcare responsible for leading numerous U.S., regional and global partnering deals, and acquisitions. From 1994 to 1998, she was Vice President, Worldwide Strategic Product Development at SmithKline Beecham Pharmaceuticals plc in the pharmaceutical division. From 1982 to 1994, she held a series of positions in Medical Affairs, Pharmaceutical Business Development and U.S. Product Marketing, including leading the launch of the U.S. Vaccine business and subsequently the commercialization of the company’s largest neuroscience product at SmithKline Beecham Pharmaceuticals plc and its predecessor, Smith, Kline & French. Dr. Sohn holds the position of Adjunct Professor at the University of California, San Francisco. She received a Doctor of Pharmacy from the University of California, San Francisco, School of Pharmacy and a Certificate of Professional Development from the Wharton School at the University of Pennsylvania. Dr. Sohn was named Woman of the Year by the Healthcare Businesswomen’s Association (2003), Distinguished Alumnus of the Year by the University of California, San Francisco (2000), the Frank Barnes Mentoring Award from the Licensing Executive Society, and has completed executive education on Corporate Governance, Audit and ESG at Harvard Business School and Berkeley Law. Dr. Sohn brings to our board of directors three decades of product development, strategy, commercial launch and business development transaction experience in the pharmaceutical industry and a global perspective that is directly relevant to our company.

serving as the principal liaison between the independent directors and the Chairperson;

coordinating the activities of the independent directors, including developing agendas for and presiding at executive sessions of the independent directors;

advising the Chairperson on board and committee agendas, meeting schedules and information provided to other board members, including the quality, quantity and timeliness of such information that is necessary or appropriate for the directors to effectively and responsibly perform their duties;

discussing the results of the Chief Executive Officer’s performance evaluation with the chair of the compensation committee; and

presiding at all meetings of the board of directors at which the Chairperson is not present.

We believe that our directors provide effective oversight of risk management for our company (including financial, operational, business, intellectual property, information technology (including cybersecurity) and reputational risk, governance and compliance), particularly as a result of the work of our committees and the ongoing dialogue between the full board, our Chairperson and Chief Executive Officer and our active and engaged Lead Independent Director.

At its meetings, our full board of directors receives reports concerning the management of the relevant risks from each committee, in addition to reports concerning material risks and concerns or significant updates on such matters from our Chief Legal Officer, Chief Compliance Officer and other executive officers, as necessary.

Audit
Committee

Our audit committee is responsible for overseeing our financial reporting process on behalf of our board of directors and reviewing with management and our auditors, as appropriate, our major financial risk exposures and the steps taken by management to monitor and control these exposures. Our board of directors has also formalized our audit committee’s role in oversight of risks related to information security, including cybersecurity. In its oversight role, the audit committee receives quarterly updates on information security developments, cybersecurity incidents and the steps taken by management to monitor and mitigate risk exposures in these areas.

Compensation
and
Management Development Committee

Our Compensation and Management Development Committee, or compensation committee, approves compensation of executive officers and all material compensation plans for our company and reviews our compensation practices to ensure that they do not encourage excessive risk taking and provide appropriate incentives for meeting both short-term and long-term objectives and increasing shareholder value over time. Our compensation committee also works with our full board of directors to oversee matters related to diversity, talent, and culture strategy including human capital programs and policies regarding management development, talent planning, diversity and inclusion initiatives, and employee engagement, as well as human capital management, which includes reviewing workforce trends, executive succession plans and talent risk and maintaining compensation objectives and corporate policies that appropriately incentivize creating and maintaining a positive workplace and corporate culture.

Nominating
and Corporate Governance Committee

Our nominating and corporate governance committee oversees the company’s risk management other than those concerning the company’s major financial, business or cybersecurity risk exposures or risks related to our compensation programs and policies, on behalf of our board of directors. Our nominating and corporate governance committee maintains oversight over the company’s enterprise risk management program and also has oversight responsibility over our ESG program and strategy. The nominating and corporate governance committee has oversight responsibility related to administration of and certifies to, compliance with the company’s corporate integrity agreement, or CIA, including compliance with CIA requirements related to training and disclosures of instances of potential non-compliance with certain federal laws, regulations, or company policy and meets at least quarterly.

Integrity: Our corporate value of integrity is the foundation of our approach.

Compliance: The elements of an effective compliance program are managed to deter, detect, and respond appropriately to potential wrongdoing.

Accountability: Every employee plays a role in ensuring our actions live up to the company’s expectations, and every employee is encouraged to speak up if something looks wrong.

Respect: Respect for our patients, company and each other keep us on the right path.

Ethics: Being lawful is the minimum bar we must meet. Our commitment to patients and other stakeholders requires a higher ethical standard.

Adoption of a system of standards of conduct, policies, procedures, trainings, communications, reporting mechanisms, monitoring, investigations and internal control system reasonably designed, implemented, enforced and effective in preventing and detecting violations of applicable laws, rules and regulations;

Making periodic (at least quarterly) reports regarding compliance matters directly to the nominating and corporate governance committee of the board of directors;

Assuring that the individuals responsible for the compliance and ethics program have adequate resources, authority and competencies to carry out their responsibilities; and

Periodically reviewing the effectiveness of the day-to-day compliance activities engaged in by the company.

In January 2022, Dr. Riedel transitioned out of his role of President and CEO at Aptinyx and is now Aptinyx’s Executive Chairperson. His new role at Aptinyx significantly reduces his time commitment at Aptinyx, and Dr. Riedel will devote only 60% of his working time to the role of executive chairperson at Aptinyx. He is no longer involved in the day to day running of Aptinyx.

At Jazz, Dr. Riedel is also stepping down as chair of the compensation committee in connection with his transition into the role as Chair of our newly formed advisory Science and Medicine Committee where he will leverage his extensive experience.

Dr. Riedel is consistently prepared and has exemplary participation at meetings of our board of directors and compensation committee, as demonstrated by his insightful questions and comments, and he contributes significantly to discussions and decision making.

He is also appropriately engaged with management and the other members of our board of directors outside of meetings of the board of directors and compensation committee including attending certain meetings at the company involving strategic portfolio, scientific and similar reviews.

Dr. Riedel’s attendance record demonstrates his commitment to our board of directors, participating in 100% of board meetings and 100% of compensation committee meetings for the past three years.

Dr. Riedel’s experience in senior management positions in the pharmaceutical industry provides significant industry knowledge and operational and management expertise to our board of directors.

His experience on the boards of directors of other public companies will benefit us by providing him with insight and experience that enhances his value to our board of directors.

Dr. Riedel has assured our board that his ongoing commitments to Cerevel, Eton and Aptinyx are not expected to exceed the demands that existed in past years and will continue to not detract from his service on our board of directors going forward.

promotes stability and continuity, allowing our board and management to remain focused on our long-term strategy and value generation for our shareholders;

allows for the development of institutional knowledge at the board level, which is particularly important in our industry, given the multi-year life cycles of our product development programs; and

enhances director independence by decreasing pressures from special interest groups that might have short-term agendas contrary to the long-term interests of our shareholders.

Name

Jennifer E. Cook

Patrick G. Enright

Peter Gray

Heather Ann McSharry

Kenneth W. O’Keefe

Anne O’Riordan

Norbert G. Riedel, Ph.D.

Mark D. Smith

Catherine A. Sohn, Pharm.D.

Rick E Winningham

Jennifer E. Cook was appointed as a member of our compensation committee in April 2021. Paul L. Berns resigned from our board and compensation committee effective as of our 2021 annual general meeting of shareholders held in July 2021.

Mark D. Smith was appointed as a member of our nominating and corporate governance committee in April 2021. Since Elmar Schnee did not stand for re-election when his term expired at our 2021 annual general meeting of shareholders held in July 2021, his term expired on the nominating and corporate governance committee in July 2021.

evaluating the performance of and assessing the qualifications of the independent auditors;

determining and approving the engagement and remuneration of the independent auditors;

determining whether to retain or terminate the existing independent auditors or to appoint and engage new independent auditors;

determining and approving the engagement of the independent auditors to perform any proposed permissible non-audit services;

monitoring the rotation of partners of the independent auditors on our audit engagement team as required by applicable laws and rules;

reviewing and advising on the selection and removal of the head of our internal audit function, the activities and organizational structure of the internal audit function and the results of internal audit activities;

reviewing and approving the internal audit charter at least annually and the annual internal audit plan and budget;

meeting to review our annual audited financial statements, our quarterly financial statements and our financial press releases with management and the independent auditors, including reviewing our disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our annual and quarterly reports filed with the SEC;

reviewing, overseeing and approving transactions between our company and any related persons;

conferring with management, the internal audit function and the independent auditors regarding the scope, adequacy and effectiveness of our internal control over financial reporting;

reviewing with management, the internal audit function and the independent auditors, as appropriate, major financial risk exposures, including reviewing, evaluating and approving our hedging and other financial risk management policies, as well as the steps taken by management to monitor and control these exposures;

establishing procedures, when and as required under applicable laws and rules, for the receipt, retention and treatment of any complaints received by our company regarding accounting, internal accounting controls or auditing matters and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters; and

reviewing with management our information security (including cybersecurity) risk exposures and the steps taken by management to monitor and mitigate these exposures.

The material under the heading “Report of the Audit Committee of the Board of Directors” in this proxy statement is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

reviewing, modifying (as needed) and approving overall compensation strategy and policies;

recommending to our board of directors for determination and approval the compensation and other terms of employment of our Chief Executive Officer and evaluating our Chief Executive Officer’s performance in light of relevant goals and objectives;

reviewing and approving the goals and objectives of our other executive officers and determining and approving the compensation and other terms of employment of these executive officers, as appropriate;

reviewing and recommending to our board of directors the type and amount of compensation to be paid or awarded to the members of our board of directors;

having the full power and authority of our board of directors regarding the adoption, amendment and termination of our compensation plans and programs and administering these plans and programs;

having direct responsibility for appointing, and providing compensation and oversight of the work of, any compensation consultants and other advisors retained by the compensation committee and considering the independence of each such advisor;

reviewing our practices and policies of employee compensation as they relate to risk management and risk-taking incentives, to determine whether such compensation policies and practices are reasonably likely to have a material adverse effect on our company;

periodically reviewing with our Chief Executive Officer the plans for succession to the offices of our executive officers and making recommendations to our board of directors with respect to the selection of appropriate individuals to succeed to these positions; and

reviewing and discussing with management our disclosures contained under the caption “Compensation Discussion and Analysis” in our annual proxy statement.

The material under the heading “Compensation Committee Report” in this proxy statement is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

overseeing all aspects of our corporate governance functions on behalf of our board of directors;

making recommendations to our board of directors regarding corporate governance issues;

identifying, reviewing and evaluating candidates to serve on our board of directors, and reviewing and evaluating incumbent directors;

reviewing, evaluating and considering the recommendation for nomination of incumbent members for reelection to our board of directors and monitoring the size of our board;

recommending director candidates to our board of directors;

overseeing on behalf of our board of directors the company’s compliance with applicable laws and regulations, other than the financial compliance issues overseen by the audit committee;

overseeing on behalf of our board of directors the company’s risk management matters, other than with respect to risks that are financial or information security risks (as to which the audit committee has oversight responsibility on behalf of our board of directors) or risks related to compensation policies (as to which the compensation committee has oversight responsibility on behalf of our board of directors);

evaluating director nominations and proposals by our shareholders and establishing policies, requirements, criteria and procedures in furtherance of the foregoing; and

reviewing, discussing and assessing the performance of our board of directors, including committees of our board of directors, seeking input from all board members, senior management and others.

•   Of our director nominees and continuing directors, 11 out of 12 are independent

•   Regular executive sessions of independent directors

•   Audit, compensation and nominating and corporate governance committees are comprised solely of independent directors

•   Diverse board in terms of tenure, residency, gender, ethnicity, sexual orientation, experience and skills

•   Annual board self-evaluation(1)

•   Risk oversight by the full board and committees

•   Board and committees may engage outside advisors independently of management

•   Independent compensation consultant reporting directly to the compensation committee

•   Regular meeting attendance and devote sufficient time and attention to board duties

•   Director participation in continuing education and related reimbursement policy

•   Lead Independent Director with clearly delineated duties

•   Corporate Governance Guidelines

•   Majority voting for elections of directors for a three-year term

•   Share ownership guidelines for directors and executive officers

•   Anti-hedging/pledging policy

•   Code of Conduct

•   Annual advisory approval of executive compensation

•   Shareholders may call extraordinary meetings

In 2021, the nominating and corporate governance committee engaged a third-party advisor to conduct a comprehensive, independent evaluation that included interviews with each member of the board, including a specific focus on the key capabilities and skills that existed on the board and where there were opportunities for enhancement.

Name and Address of Beneficial Owner⁽¹⁾

5% Shareholders:

BlackRock, Inc.⁽³⁾

55 East 52nd Street

New York, NY 10055

The Vanguard Group⁽⁴⁾

100 Vanguard Blvd.

Malvern, PA 19355

JPMorgan Chase & Co.⁽⁵⁾

383 Madison Avenue

New York, NY 10179

Named Executive Officers and Directors:

Bruce C. Cozadd⁽⁶⁾

Daniel N. Swisher, Jr.⁽⁷⁾

Renée Galá⁽⁸⁾

Robert Iannone, M.D., M.S.C.E⁽⁹⁾

Chris Tovey⁽¹⁰⁾

Jennifer E. Cook⁽¹¹⁾

Patrick G. Enright⁽¹²⁾

Peter Gray⁽¹³⁾

Heather Ann McSharry⁽¹⁴⁾

Seamus Mulligan⁽¹⁵⁾

Kenneth W. O’Keefe⁽¹⁶⁾

Anne O‘Riordan⁽¹⁷⁾

Norbert G. Riedel, Ph.D.⁽¹⁸⁾

Mark D. Smith, M.D.⁽¹⁹⁾

Catherine A. Sohn, Pharm.D.⁽²⁰⁾

Rick E Winningham⁽²¹⁾

All directors and executive officers as a group (21 persons)⁽²²⁾

Less than 1%.

Unless otherwise provided in the table above or in the notes below, the address for each of the beneficial owners listed is c/o Fifth Floor, Waterloo Exchange, Waterloo Road, Dublin 4, Ireland.

This table is based upon information supplied by officers and directors as well as Schedules 13G or 13G/A filed with the SEC by beneficial owners of more than five percent of our ordinary shares. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe that each of the shareholders named in this table has sole voting and investment power with respect to the ordinary shares indicated as beneficially owned. Applicable percentages are based on 62,319,578 ordinary shares outstanding on May 1, 2022, adjusted as required by rules promulgated by the SEC. The number of shares beneficially owned includes ordinary shares issuable pursuant to the exercise of stock options that are exercisable and RSUs that will vest within 60 days of May 1, 2022. Shares issuable pursuant to the exercise of stock options that are exercisable and RSUs that will vest within 60 days of

May 1, 2022 are deemed to be outstanding and beneficially owned by the person to whom such shares are issuable for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

This information is based on a Schedule 13G/A filed with the SEC on January 28, 2022 by BlackRock, Inc., or BlackRock. According to the Schedule 13G/A, as of December 31, 2021, BlackRock has sole power to vote or direct the vote of 5,840,215 ordinary shares and sole power to dispose or direct the disposition of 6,450,368 ordinary shares. The Schedule 13G/A also indicates that BlackRock is acting as a parent holding company for a number of entities that beneficially owned the ordinary shares being reported. The Schedule 13G/A provides information only as of December 31, 2021 and, consequently, the beneficial ownership of the above-mentioned entity may have changed between December 31, 2021 and May 1, 2022.

This information is based on a Schedule 13G/A filed with the SEC on February 10, 2022 by The Vanguard Group, or Vanguard. According to the Schedule 13G/A, as of December 31, 2021, Vanguard has shared power to vote or direct the vote of 56,344 ordinary shares, sole power to dispose or direct the disposition of 5,414,080 ordinary shares, and shared power to dispose or direct the disposition of 130,621 shares. The Schedule 13G/A provides information only as of December 31, 2021 and, consequently, the beneficial ownership of the above-mentioned entity may have changed between December 31, 2021 and May 1, 2022.

This information is based on a Schedule 13G filed with the SEC on January 24, 2022 by JPMorgan Chase & Co., or JP Morgan. According to the Schedule 13G, as of December 31, 2021, JP Morgan has sole power to vote or direct the vote of 3,033,304 ordinary shares, sole power to dispose or the direct the disposition of 3,246,823 ordinary shares and shared power to dispose or direct the disposition of 226 shares. The Schedule 13G provides information only as of December 31, 2021 and, consequently, the beneficial ownership of the above-mentioned entity may have changed between December 31, 2021 and May 1, 2022.

Includes 669,188 ordinary shares Mr. Cozadd has the right to acquire pursuant to options exercisable within 60 days of May 1, 2022.

Includes 97,499 ordinary shares Mr. Swisher has the right to acquire pursuant to options exercisable within 60 days of May 1, 2022.

Includes 23,343 ordinary shares Ms. Galá has the right to acquire pursuant to options exercisable.

Includes 39,260 ordinary shares Dr. Iannone has the right to acquire pursuant to options exercisable and 3,050 shares Dr. Iannone is expected to receive pursuant to RSUs scheduled to vest, in each case, within 60 days of May 1, 2022.

Mr. Tovey was appointed our Chief Operating Officer and Managing Director, Europe & International, in May 2021 following the GW Acquisition. Includes 4,032 ordinary shares Mr. Tovey has the right to acquire pursuant to options exercisable and 2,273 shares Mr. Tovey is expected to receive pursuant to RSUs scheduled to vest, in each case, within 60 days of May 1, 2022.

Includes 3,238 ordinary shares Ms. Cook has the right to acquire pursuant to options exercisable within 60 days of May 1, 2022.

Includes 15,305 ordinary shares Mr. Enright has the right to acquire pursuant to options exercisable within 60 days of May 1, 2022.

Includes 36,850 ordinary shares Mr. Gray has the right to acquire pursuant to options exercisable within 60 days of May 1, 2022.

Includes 36,850 ordinary shares Ms. McSharry has the right to acquire pursuant to options exercisable within 60 days of May 1, 2022.

Includes 37,850 ordinary shares Mr. Mulligan has the right to acquire pursuant to options exercisable within 60 days of May 1, 2022.

Includes 33,350 ordinary shares Mr. O’Keefe has the right to acquire pursuant to options exercisable within 60 days of May 1, 2022.

Includes 18,670 ordinary shares Ms. O’Riordan has the right to acquire pursuant to options exercisable and 946 shares Ms. O’Riordan is expected to receive pursuant to RSUs scheduled to vest, in each case, within 60 days of May 1, 2022.

Includes 36,850 ordinary shares Dr. Riedel has the right to acquire pursuant to options exercisable within 60 days of May 1, 2022.

Includes 3,238 ordinary shares Dr. Smith has the right to acquire pursuant to options exercisable within 60 days of May 1, 2022.

Includes 28,850 ordinary shares Dr. Sohn has the right to acquire pursuant to options exercisable within 60 days of May 1, 2022.

Includes 28,850 ordinary shares Mr. Winningham has the right to acquire pursuant to options exercisable within 60 days of May 1, 2022.

Includes 1,247,157 ordinary shares that our executive officers and non-employee directors have the right to acquire pursuant to options exercisable within 60 days of May 1, 2022 and 15,741 ordinary shares that our executive officers and non-employee directors are expected to receive pursuant to RSUs scheduled to vest within 60 days of May 1, 2022.

Name

Bruce C. Cozadd

Daniel N. Swisher, Jr.

Renée Galá

Robert Iannone, M.D., M.S.C.E

Kim Sablich

Christopher Tovey

Patricia Carr

Finbar Larkin, Ph.D.

Neena M. Patil

Samantha Pearce

Strong commercial execution to drive diversified revenue growth and address unmet medical needs of our patients across our product portfolio, which focuses on neuroscience and oncology medicines;

Expanding and advancing our pipeline to achieve a valuable product portfolio of durable, highly differentiated programs;

Continuing to build a flexible, efficient, and productive development engine for targeted therapeutic areas to identify and progress early-, mid- and late-stage assets;

Identifying and acquiring novel product candidates and approved therapies to complement our existing pipeline and commercial portfolio;

Investing in an efficient, scalable operating model and differentiated capabilities to enable growth; and

Unlocking further value through indication expansion and entry into global markets.

•   2021 total revenues of $3,094.2 million increased 31% over 2020

•   2021 GAAP¹ net loss of $329.7 million, or $5.52 per diluted share, compared to 2020 net income of $238.6 million, or $4.22 per diluted share

•   2021 non-GAAP adjusted net income of $992.8 million², or $16.23 per diluted share, compared to $704.0 million, or $12.46 per diluted share, for 2020

•   2021 delivered significant revenue diversification with 59% of net product sales in the fourth quarter of 2021 from products launched or acquired since 2019³, compared to 75% of net product sales derived solely from Xyrem^® in 2018

•   2021 net product sales for the combined oxybate (Xywav and Xyrem) business of $1,801.1 million increased 3% over 2020

•   Xywav net product sales were $535.3 million in 2021, reflecting exceptional adoption in narcolepsy

•   Launched Xywav for IH in November 2021

•   Epidiolex/Epidyolex^® net product sales were $463.6 million from the closing of the GW Acquisition on May 5, 2021 to December 31, 2021, with year-over-year revenue growth⁴ of 29%

•   Zepzelca^® net product sales were $246.8 million in 2021, the first full calendar year on the market following launch in July 2020

•   Launched Rylaze in July 2021 for treatment of ALL or LBL in adult and pediatric patients; net product sales of $85.6 million in 2021, including $65.0 million in net product sales in the fourth quarter alone, reflect strong demand and inventory build

•   Enhanced pipeline with addition of GW cannabinoid platform; expanded pipeline to 18 novel candidates in development and 35 active clinical trials in 2021

•   In June 2021, the U.S. Food and Drug Administration, or FDA, recognized seven years of Orphan Drug Exclusivity for Xywav in narcolepsy through July 21, 2027. In August 2021, FDA approved our supplemental New Drug Application for Xywav for the treatment of IH in adults and in November 2021, we commenced the U.S. commercial launch.

•   Late-stage clinical trials: Three ongoing Phase 3 clinical trials for nabiximols in multiple sclerosis (MS)-related spasticity and a Phase 3 trial of Epidiolex in Epilepsy with Myoclonic-Atonic Seizures, also known as Doose syndrome.

•   Meaningful progress across mid-stage pipeline:

^¡ In December 2021, JZP150 received Fast Track Designation for development in post-traumatic stress disorder.

^¡ In December 2021 we initiated Phase 2 clinical trials for suvecaltamide (JZP385) for essential tremor.

^¡ These are both patient populations that suffer significant impacts to their quality of life and for whom there are limited current treatment options.

U.S. generally accepted accounting principles (GAAP).

Non-GAAP adjusted net income is a non-GAAP financial measure that both excludes certain items from our GAAP reported net income and includes certain tax related adjustments. Commencing in 2020, following consultation with the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission, we no longer exclude upfront and milestone payments from non-GAAP adjusted net income and its line items (and the related per share measure). See “Non-GAAP Financial Measures” and “Reconciliations” below for a description of non-GAAP adjusted net income and a reconciliation of non-GAAP adjusted net income to its most comparable GAAP financial measure.

Including the launches in 2020 and 2021 of Xywav (in narcolepsy and IH), Zepzelca, Sunosi^®, and Rylaze and the acquisition of Epidiolex and Sativex^®.

On a proforma basis.

•   In June 2021, Rylaze was approved by FDA under the Real-Time Oncology Review, program for use as a component of a multi-agent chemotherapeutic regimen for the treatment of patients with ALL or LBL in pediatric and adult patients one month and older who have developed hypersensitivity to E. coli-derived asparaginase. In July 2021, we launched Rylaze in the U.S.

•   Initiated multiple clinical trials as part of our Zepzelca clinical development program:

^¡  Initiated a Phase 2 basket trial evaluating Zepzelca as a monotherapy in select relapsed/refractory solid tumors

^¡  We and collaborator Hoffmann-La Roche Ltd initiated a Phase 3 trial to evaluate first-line use of Zepzelca in combination with Tecentriq^® (atezolizumab), compared to Tecentriq alone, as maintenance therapy, in patients with extensive-stage small cell lung cancer after induction chemotherapy.

•   In May 2021, 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 total consideration paid by us for the entire issued share capital of GW was $7.2 billion. The GW Acquisition, closed on May 5, 2021. As a result, GW became an indirect wholly owned subsidiary of the company.

Implemented a new performance-based equity program tied to the achievement of critical multi-year financial and other strategic objectives as well as relative total shareholder return goals. Performance-based restricted stock unit awards, or PSUs, will now make up 50% of each NEO’s target annual equity grant, with time-vested restricted stock unit awards, or RSUs making up the other 50%.

Adopted a formal incentive compensation clawback policy that provides the committee discretion to recover incentive compensation in the event we are required to restate our financial results due to material noncompliance with any financial requirement and the misconduct of an executive officer covered by the policy contributed to such noncompliance.

Implemented a cap on annual performance bonus awards at 300%.

What We Do

What We Don’t Do

✓   Design executive compensation to align pay with performance

×  No excessive change in control or severance payments

×  No “single-trigger” cash or equity change in control benefits

×  No repricing of underwater stock options without prior shareholder approval

×  No excessive perquisites

×  No tax gross ups on severance or change in control benefits

×  No post-termination retirement or pension benefits that are not available to employees generally

×  No guaranteed bonuses or base salary increases

✓   Balance short-term and long-term incentive compensation, with a majority of executive compensation being “at-risk”

✓   Align annual performance bonus plan for CEO with that of other executives and non-sales employees, with 100% of CEO’s bonus based on such corporate performance goals as approved by the board of directors

✓   Establish threshold and maximum levels of achievement for payouts under our annual performance bonus plan, including an overall cap on individual payout amounts

✓   Maintain executive share ownership guidelines

✓   Provide “double-trigger” change in control benefits

✓   Prohibit hedging and pledging by executive officers and directors

✓   Have 100% independent directors on the compensation committee

✓   Hire independent compensation consultant who reports directly to the compensation committee

✓   Meet regularly in executive session without management present

✓   Starting in 2021, grant performance-based equity awards representing 50% of each NEO’s target equity compensation

✓   Maintain clawback policy

Attract, incentivize, reward and retain diverse, talented individuals with relevant experience in the life sciences industry through a competitive pay structure. We reward individuals fairly over time and seek to retain those individuals who continue to meet our high expectations.

Deliver balanced total compensation packages to accomplish our business objectives and mission. Our executive compensation program focuses on target total direct compensation, combining short-term and long-term components, cash and equity, and fixed and variable payments, in the proportions that we believe are the most appropriate to incentivize and reward our executive officers for achieving our corporate goals while minimizing incentives for excessive risk-taking or unethical conduct.

Align pay with our performance. Our annual performance bonus awards are not earned unless pre-determined levels of performance are achieved against annual corporate objectives approved by our board of directors at the beginning of the year. Likewise, our stock option awards will not provide realizable value and our restricted stock unit awards will not provide increased value unless there is an increase in the value of our shares, which benefits all shareholders. In addition, our performance-based PSU awards are not earned unless pre-determined levels of performance are achieved. 50% of each NEO’s target equity compensation is granted in the form of PSUs and 50% is in the form of time-based RSU awards. We also have executive share ownership guidelines to further support our ownership culture and align the interests of executive officers and shareholders.

in the life sciences industry (specifically biotechnology and select bio/pharma companies) with commercial products on the market;

with revenues of approximately one-fourth (0.25x) to three times (3x) our then-projected revenue (resulting in a range of $550 million to $6.6 billion in revenues);

with market value of approximately one-fourth (0.25x) to four times (4x) our market capitalization at the time (resulting in a range of between $1.5 billion to $24.3 billion in market capitalization); and

primarily located in the U.S. with a secondary focus on companies that are headquartered in Europe.

Acquired by AstraZeneca plc in July 2021.

Declared bankruptcy in October 2020.

Base Salary

◆Fixed level of cash compensation

◆No amount is contractually guaranteed

◆Amounts reviewed and determined annually, and are generally effective by March 1 each year

◆Provides fixed level of compensation that is competitive within our industry and reflective of the skills and experience required to be successful in fulfilling the role

Performance

Bonus Award