SEC Division of Corporation Finance no-action letter: Jazz Pharmaceuticals, Inc.

Chadwick L. Mills
T: +1 650 843 5654 cmills@cooley.com
Securities Exchange Act of 1934—Rules 12g-3 and 12b-2 Securities Act of 1933—Forms S-3, S-4 Securities Act of 1933—Rule 144 January 3, 2012 Office of Chief Counsel Division of Corporation Finance Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 RE: Jazz Pharmaceuticals, Inc. and Jazz Pharmaceuticals plc Ladies and Gentlemen:
We are counsel for Jazz Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and, on its behalf, request advice of the staff of the Office of Chief Counsel, Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to a number of succession-related issues under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), arising out of the Company’s proposed plan to consummate a merger transaction with Azur Pharma Public Limited Company (“Azur”), following which the combined company will be a public limited company incorporated in Ireland named Jazz Pharmaceuticals plc. Background Information

1. The Company
   The Company was incorporated in California in March 2003 and reincorporated in Delaware in January
2. The Company is authorized to issue 150,000,000 shares of common stock, par value $.0001 per
   share (“Company Common Stock”), and 20,000,000 shares of preferred stock, par value $.0001 per share. As of November 30, 2011, 42,229,325 shares of Company Common Stock were issued and outstanding and no shares of preferred stock were outstanding. The Company Common Stock is registered under Section 12(b) of the Exchange Act and is listed on The NASDAQ Global Select Market under the symbol “JAZZ.” The Company is a large accelerated filer under Exchange Act Rule 12b-2 and has a market capitalization of approximately $1.6 billion as of the date hereof. The only class of securities with respect to which the Company has a reporting obligation under the Exchange Act is the Company Common Stock. The Company has been a reporting company under the Exchange Act for over four years and is current in all of its reporting obligations thereunder. The Company currently maintains the following equity compensation plans: Jazz Pharmaceuticals, Inc. 2007 Equity Incentive Plan, Jazz Pharmaceuticals, Inc. Amended and Restated 2007 Non-Employee Directors Stock Option Plan (together, the “Option Plans”), Jazz Pharmaceuticals, Inc. 2007 Employee Stock Purchase Plan (the “ESPP”) and the Jazz Pharmaceuticals, Inc. Amended and Restated Directors Deferred Compensation Plan (the “Deferred Plan” and together with the Option Plans and the ESPP, collectively, the “Jazz Incentive Plans”). As of November 30, 2011, 5,677,449 shares of Company Common Stock were subject to outstanding options issued under the Option Plans and 99,980 shares FIVE PALO ALTO SQUARE, 3000 EL CAMINO REAL, PALO ALTO, CA 94306-2155 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM