JAZZ / Jazz Pharmaceuticals plc - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2025 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-33500 JAZZ PHARM

Letter Agreement, dated as of July 30, 2025, by and between Jazz Pharmaceuticals, Inc. and Renee Gala.

Exhibit 10.2 [Jazz Pharmaceuticals Letterhead] July 30, 2025 Renee Gala Address on File Re: CEO Employment Agreement Dear Renee, This letter agreement (“Agreement”) memorializes the terms and conditions of your promotion to the position of President and Chief Executive Officer (“CEO”) of Jazz Pharmaceuticals. This Agreement will be effective as of August 11, 2025 (the "Effective Date"). 1.Employme

, by and between Pfenex Inc. and Jazz Pharmaceuticals Ireland Limited

Exhibit 10.1A [***] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. Execution Version CONFIDENTIAL LICENSE AND OPTION AGREEMENT This LICENSE AND OPTION AGREEMENT (the “Agreement”) is entered into as of July 27, 2016 (the “Effective Date”)

Amended and Restated License and Option Agreement, dated December 18, 2017, by and between Pfenex Inc. and Jazz Pharmaceuticals Ireland Limited

Exhibit 10.1B [***] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. Execution Version CONFIDENTIAL AMENDED AND RESTATED LICENSE AND OPTION AGREEMENT This AMENDED AND RESTATED LICENSE AND OPTION AGREEMENT (the “Agreement”) is entered into a

Jazz Pharmaceuticals Announces Second Quarter 2025 Financial Results and Updates 2025 Financial Guidance – Renee Gala named as President and CEO, effective August 11 – – Total revenues of $1.05 billion in 2Q25 – – Xywav® revenues grew 13% year-over-y

Exhibit 99.1 Jazz Pharmaceuticals Announces Second Quarter 2025 Financial Results and Updates 2025 Financial Guidance – Renee Gala named as President and CEO, effective August 11 – – Total revenues of $1.05 billion in 2Q25 – – Xywav® revenues grew 13% year-over-year, with robust net patient adds of 625 quarter-over-quarter – – Zepzelca® granted Priority Review in 1L ES-SCLC – DUBLIN, August 5, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 5, 2025 Date of Report (Date of earliest event reported) JAZZ PHARMACEUTICAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 5, 2025 Date of Report (Date of earliest event reported) JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 24, 2025 Date of Report (Date of earliest event reported) JAZZ PHARMACEUTICALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 24, 2025 Date of Report (Date of earliest event reported) JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2025 JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorporat

Jazz Pharmaceuticals Names Renee Gala as President and Chief Executive Officer -Selection Follows Robust Succession Process Led by the Board- -Bruce Cozadd to Retire as CEO and Remain Chairperson of the Board of Directors-

Exhibit 99.1 Jazz Pharmaceuticals Names Renee Gala as President and Chief Executive Officer -Selection Follows Robust Succession Process Led by the Board- -Bruce Cozadd to Retire as CEO and Remain Chairperson of the Board of Directors- DUBLIN, July 10, 2025 – Jazz Pharmaceuticals plc (Nasdaq: JAZZ) today announced that the Jazz Board of Directors has unanimously selected Renee Gala, Jazz’s Preside

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2025 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-33500 JAZZ PHAR

Supply Agreement, dated as of April 1, 2010, by and between Jazz Pharmaceuticals, Inc. and Siegfried (USA) Inc.

Exhibit 10.2 [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. SUPPLY AGREEMENT between Jazz Pharmaceuticals, Inc., 3180 Porter Drive, Palo Alto, CA 94304 (hereinafter “JAZZ PHARMACEUTICALS”) and Siegfried (USA) Inc, 33 Industrial Park R

Jazz Pharmaceuticals plc Executive Committee Severance Benefit Plan

Exhibit 10.4 JAZZ PHARMACEUTICALS PLC EXECUTIVE COMMITTEE SEVERANCE BENEFIT PLAN Section 1.INTRODUCTION. The Jazz Pharmaceuticals plc Executive Committee Severance Benefit Plan (the “Plan”) was established effective as of April 23, 2025 (the “Effective Date”). The purpose of the Plan is to provide for the payment of severance benefits to certain eligible executive employees of Affiliates of Jazz P

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 6, 2025 Date of Report (Date of earliest event reported) JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorporatio

Jazz Pharmaceuticals Announces First Quarter 2025 Financial Results and Updates 2025 Financial Guidance – Total revenues of $898 million in 1Q25 – – Xywav® and Epidiolex® revenues grew 9% and 10% year-over-year, respectively, in 1Q25 – – Completed su

Exhibit 99.1 Jazz Pharmaceuticals Announces First Quarter 2025 Financial Results and Updates 2025 Financial Guidance – Total revenues of $898 million in 1Q25 – – Xywav® and Epidiolex® revenues grew 9% and 10% year-over-year, respectively, in 1Q25 – – Completed submission of sNDA for Zepzelca® in 1L ES-SCLC – – Affirming 2025 revenue guidance; updating financial guidance to reflect Chimerix acquisi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 21, 2025 JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact Name of Registrant as Specified in Charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorporatio

Jazz Pharmaceuticals Completes Acquisition of Chimerix -Addition of dordaviprone strengthens Jazz’s late-stage oncology pipeline and reinforces commitment to addressing rare diseases with significant unmet need-

Exhibit 99.1 Jazz Pharmaceuticals Completes Acquisition of Chimerix -Addition of dordaviprone strengthens Jazz’s late-stage oncology pipeline and reinforces commitment to addressing rare diseases with significant unmet need- DUBLIN, April 21, 2025– Jazz Pharmaceuticals plc (Nasdaq: JAZZ) (“Jazz” or the “Company”) today announced the successful completion of its acquisition of Chimerix, Inc. (“Chim

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 9) CHIMERIX, INC. (Name of Subject Company) PI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 9) CHIMERIX, INC. (Name of Subject Company) PINETREE ACQUISITION SUB, INC. (Offeror) JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Parent of Offeror) (Names of Filing Persons) Common stock, par val

Our Jazz High Performance Culture Renée Galá President and Chief Operating Officer

Exhibit (a)(1)(K) Our Jazz High Performance Culture Renée Galá President and Chief Operating Officer Chimerix Team, As we move closer to bringing our organizations together, I want to highlight an important aspect of our culture at Jazz: High Performance.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 8) CHIMERIX, INC. (Name of Subject Company) PI

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 8) CHIMERIX, INC. (Name of Subject Company) PINETREE ACQUISITION SUB, INC. (Offeror) JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Parent of Offeror) (Names of Filing Persons) Common stoc

Employee Communication from April 11, 2025

Exhibit (a)(1)(K) Chimerix Pre-Integration FAQ We are thrilled that, subject to close, you will be joining Jazz Pharmaceuticals on our mission to innovate to transform the lives of patients and their families.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 7) CHIMERIX, INC. (Name of Subject Company) PI

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 7) CHIMERIX, INC. (Name of Subject Company) PINETREE ACQUISITION SUB, INC. (Offeror) JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Parent of Offeror) (Names of Filing Persons) Common stoc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 6) CHIMERIX, INC. (Name of Subject Company) PI

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 6) CHIMERIX, INC. (Name of Subject Company) PINETREE ACQUISITION SUB, INC. (Offeror) JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Parent of Offeror) (Names of Filing Persons) Common stoc

Needham Conference Fireside Chat Transcript from April 9, 2025

EX-99.(a)(1)(K) Exhibit (A)(1)(K) Forward-Looking Statements This communication contains forward-looking statements that involve risks and uncertainties relating to future events and the future performance of Jazz Pharmaceuticals Public Limited Company, an Irish public limited company plc (“Parent”) and Chimerix, Inc., a Delaware corporation (“Chimerix”), including statements regarding Parent’s pr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 5) CHIMERIX, INC. (Name of Subject Company) PI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 5) CHIMERIX, INC. (Name of Subject Company) PINETREE ACQUISITION SUB, INC. (Offeror) JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Parent of Offeror) (Names of Filing Persons) Common stock, par val

Employee Communication from April 9, 2025

EX-99.(a)(1)(J) Exhibit (a)(1)(J) More About Jazz – United by Our Purpose Bruce C. Cozadd Chairperson and Chief Executive Officer Chimerix Team, At Jazz, everything we do is driven by a singular purpose: to innovate to transform the lives of patients and their families. We are dedicated to developing life-changing medicines for people with serious diseases — often with limited or no therapeutic op

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2025 JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorpora

Preliminary Settlement Agreement, dated April 7, 2025, by and between Jazz Pharmaceuticals Ireland Limited and the Class Plaintiffs named therein, individually and on behalf of the Proposed Settlement Class (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by Jazz Pharmaceuticals Public Company Limited with the U.S. Securities and Exchange Commission on April 8, 2025).

Exhibit 10.1 CERTAIN INFORMATION IDENTIFIED BY [*] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA SAN FRANCISCO DIVISION IN RE: XYREM (SODIUM OXYBATE) ANTITRUST LITIGATION        Case No. 3:20-md-02966-RS-SVK This Document Relates To: End-Payor Cla

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) CHIMERIX, INC. (Name of Subject Company) PI

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) CHIMERIX, INC. (Name of Subject Company) PINETREE ACQUISITION SUB, INC. (Offeror) JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Parent of Offeror) (Names of Filing Persons) Common stoc

[Letterhead of Wachtell, Lipton Rosen & Katz] April 4, 2025

CORRESP [Letterhead of Wachtell, Lipton Rosen & Katz] April 4, 2025 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Division of Corporation Finance, Office of Mergers & Acquisitions Washington, D.C. 20549 Attention: Shane Callaghan U.S. Securities and Exchange Commission Division of Corporation Finance, Office of Mergers & Acquisitions April 4, 2025 Page 2 Re: Jazz Pharmaceuti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) CHIMERIX, INC. (Name of Subject Company) PI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) CHIMERIX, INC. (Name of Subject Company) PINETREE ACQUISITION SUB, INC. (Offeror) JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Parent of Offeror) (Names of Filing Persons) Common stock, par val

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) CHIMERIX, INC. (Name of Subject Company) PI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) CHIMERIX, INC. (Name of Subject Company) PINETREE ACQUISITION SUB, INC. (Offeror) JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Parent of Offeror) (Names of Filing Persons) Common stock, par val

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) CHIMERIX, INC. (Name of Subject Company) PI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) CHIMERIX, INC. (Name of Subject Company) PINETREE ACQUISITION SUB, INC. (Offeror) JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Parent of Offeror) (Names of Filing Persons) Common stock, par val

Employee Communication from March 28, 2025

Exhibit (a)(1)(I) A Message from Jazz’s Chief People Officer Heidi Manna Executive Vice President and Chief People Officer Dear Chimerix Team, It’s been a few weeks since the announcement of our transaction and outreach through the short welcome video from CEO Bruce Cozadd and the Jazz Global Leadership team.

Offer to Purchase, dated March 21, 2025.

Exhibit (a)(1)(A) Offer to Purchase All Outstanding Shares of Common Stock of Chimerix, Inc.

Exclusivity Agreement, dated as of March 4, 2025, by and between Jazz Pharmaceuticals Public Company Limited and Chimerix, Inc.

Exhibit (d)(3) STRICTLY PRIVATE & CONFIDENTIAL March 4, 2025 Michael T. Andriole Chief Executive Officer Chimerix, Inc. 2505 Meridian Parkway, Suite 100 Durham, NC 27713 Dear Mr. Andriole, Reference is made to our discussions regarding the proposed acquisition (the “Proposed Transaction”) of all of the issued and outstanding equity interests of Chimerix, Inc. (the “Company”) by Jazz Pharmaceutical

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 CHIMERIX, INC. (Name of Subject Company) PINETREE ACQUISITION S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 CHIMERIX, INC. (Name of Subject Company) PINETREE ACQUISITION SUB, INC. (Offeror) JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Parent of Offeror) (Names of Filing Persons) Common stock, par value $0.001 per share

Letter of Transmittal.

Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of CHIMERIX, INC.

Filing fee table

Exhibit 107 Calculation of Filing Fee Tables Schedule TO-T (Rule 14d-100) CHIMERIX, INC.

Confidentiality Agreement, dated as of December 19, 2024, between Chimerix, Inc. and Jazz Pharmaceuticals Public Company Limited.

Exhibit (d)(2) MUTUAL CONFIDENTIAL DISCLOSURE AND NON-USE AGREEMENT THIS MUTUAL NON-DISCLOSURE AGREEMENT (“Agreement”) is made effective as of December 19, 2024 (the “Effective Date”), by and between CHIMERIX, INC.

Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

Exhibit (a)(1)(C) Offer To Purchase All Outstanding Shares of Common Stock of CHIMERIX, INC.

Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

Exhibit (a)(1)(D) Offer To Purchase All Outstanding Shares of Common Stock of CHIMERIX, INC.

Summary Advertisement as published in The New York Times on March 21, 2025

Exhibit (a)(1)(E) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below), and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below).

Jazz’s Proposed Acquisition of Chimerix to Further Diversify Oncology Portfolio Reinforces commitment to bringing medicines to patients with significant unmet needs Significant Anticipated Strategic and Financial Benefits Transaction Terms Strong str

Exhibit 99.1 Jazz’s Proposed Acquisition of Chimerix to Further Diversify Oncology Portfolio Reinforces commitment to bringing medicines to patients with significant unmet needs Significant Anticipated Strategic and Financial Benefits Transaction Terms Strong strategic fit: Will strengthen Jazz’s presence in the rare oncology space ~$935 million total consideration Anticipated near-term launch: Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Chimerix, Inc. (Name of Subject Company) Pinetree Acqu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Chimerix, Inc. (Name of Subject Company) Pinetree Acquisition Sub, Inc. (Offeror) Jazz Pharmaceuticals plc (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of

-2-

Exhibit 99.2 Jazz Pharmaceuticals 182,033 followers 1h . We’re pleased to announce that we have entered into a definitive agreement for Jazz to acquire Chimerix, Inc. to further diversify our #oncology pipeline, reinforcing our commitment to delivering novel #cancer treatments to people who need them. The acquisition is subject to successful completion of the tender offer and customary closing con

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 4, 2025 JAZZ PHARMACEUTICAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 4, 2025 JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact Name of Registrant as Specified in Charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 4, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 4, 2025 JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact Name of Registrant as Specified in Charter) Ireland 001-33500 98-1032470 (State or Other Jurisdict

Agreement and Plan of Merger, dated as of March 4, 2025, by and among Chimerix, Inc, Jazz Pharmaceuticals Public Limited Company, and Pinetree Acquisition Sub, Inc.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among: CHIMERIX, INC., a Delaware corporation; JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY, an Irish public limited company; and PINETREE ACQUISITION SUB, INC., a Delaware corporation Dated as of March 4, 2025 Table of Contents Section 1 THE OFFER 1.1 The Offer 2 1.2 Company Actions 5 Section 2 MERGER TRANSACTION 2.1 Merger of Purchaser into the Company 6 2

I’d like to talk about what we expect this transaction will mean for Jazz.

Exhibit 99.1 I am excited to share that we’ve just issued a press release announcing our intention to acquire Chimerix, a biopharmaceutical company with a current focus in oncology on a mission to develop medicines that meaningfully improve and extend the lives of patients facing deadly diseases. You can read the full press release here. I’d like to talk about what we expect this transaction will

Agreement and Plan of Merger, dated as of March 4, 2025, by and among Chimerix, Inc., Jazz Pharmaceuticals Public Company Limited, and Pinetree Acquisition Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Form 8-K/A filed by Jazz Pharmaceuticals Public Company Limited with the U.S. Securities and Exchange Commission on March 5, 2025).

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among: CHIMERIX, INC., a Delaware corporation; JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY, an Irish public limited company; and PINETREE ACQUISITION SUB, INC., a Delaware corporation Dated as of March 4, 2025 Table of Contents Section 1 THE OFFER 1.1 The Offer 2 1.2 Company Actions 5 Section 2 MERGER TRANSACTION 2.1 Merger of Purchaser into the Company 6 2

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 4, 2025 JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact Name of Registrant as Specified in Charter) Ireland 001-33500 98-1032470 (State or Other Jurisdict

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Chimerix, Inc. (Name of Subject Company) Pinetree Acqu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Chimerix, Inc. (Name of Subject Company) Pinetree Acquisition Sub, Inc. (Offeror) Jazz Pharmaceuticals plc (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 4, 2025 JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact Name of Registrant as Specified in Charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorporation

Jazz Pharmaceuticals to Acquire Chimerix, Further Diversifying Oncology Portfolio -Dordaviprone addresses a significant unmet patient need for patients with rare, high-grade brain tumors- -Transaction to add near-term commercial opportunity to Jazz’s

Exhibit 99.1 Jazz Pharmaceuticals to Acquire Chimerix, Further Diversifying Oncology Portfolio -Dordaviprone addresses a significant unmet patient need for patients with rare, high-grade brain tumors- -Transaction to add near-term commercial opportunity to Jazz’s pipeline- -Transaction represents total cash consideration of approximately $935 million, or $8.55 per share- DUBLIN and DURHAM, March 5

Description of Share Capital.

Exhibit 4.6 DESCRIPTION OF SHARE CAPITAL The following description of the share capital of Jazz Pharmaceuticals plc, or the Company, is a summary. This summary does not purport to be complete and is qualified in its entirety by reference to the Irish Companies Act 2014 (as amended), or the Companies Act, and the complete text of the Company’s amended and restated memorandum and articles of associa

Subsidiaries of Jazz Pharmaceuticals plc.

Exhibit 21.1 Subsidiaries of the Registrant Name State/Jurisdiction of Incorporation Jazz Pharmaceuticals Ireland Limited Ireland Jazz Financing I DAC Ireland Jazz Pharmaceuticals Operations UK Limited United Kingdom Jazz Pharmaceuticals, Inc. Delaware Celator Pharmaceuticals Inc. Delaware Jazz Pharmaceuticals Research UK Limited United Kingdom Gentium S.r.l. Italy Jazz Pharmaceuticals UK Holdings

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33

in Jazz Pharmaceutical’s Annual Report on Form 10-K (File No. 001-33500) for the period ended December 31, 2024 as filed with the SEC on February 26, 2025)

Exhibit 10.17B Sign-On Bonus Repayment Agreement Name: Philip Johnson In exchange for receiving a sign-on bonus offered to me by Jazz Pharmaceuticals, Inc. (“Jazz Pharmaceuticals”) which is outlined in my Offer Package, I acknowledge and agree to the following Sign-On Bonus Repayment Agreement (the “Agreement”): 1) I understand and agree that the sign-on bonus to be provided to me by Jazz Pharmace

Jazz Pharmaceuticals plc Insider Trading Policy

Exhibit 19.1 JAZZ PHARMACEUTICALS PLC INSIDER TRADING POLICY During the course of your service with Jazz Pharmaceuticals plc, a company formed under the laws of Ireland (together with its subsidiaries, the “Company”), you may receive important information that is not yet publicly available, i.e., not disclosed to the public in a press release or filing with the Securities and Exchange Commission (

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 25, 2025 Date of Report (Date of earliest event reported) JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorp

Jazz Pharmaceuticals Announces Full Year and Fourth Quarter 2024 Financial Results and Provides 2025 Financial Guidance – Record total revenues of $4.1 billion in 2024 and $1.1 billion in 4Q24 – – Xywav® and Epidiolex® revenues grew 16% and 15% year-

Exhibit 99.1 Jazz Pharmaceuticals Announces Full Year and Fourth Quarter 2024 Financial Results and Provides 2025 Financial Guidance – Record total revenues of $4.1 billion in 2024 and $1.1 billion in 4Q24 – – Xywav® and Epidiolex® revenues grew 16% and 15% year-over-year, respectively, in 2024 – – Oncology revenues grew 9% year-over-year in 2024, surpassed $1.1 billion – – Ziihera® approved in 2L

Transforming Lives. Redefining Possibilities. Caution Concerning Forward-Looking Statements This presentation contains forward-looking statements and financial targets, including, but not limited to, statements related to: the Company’s growth prospe

Exhibit 99.1 January 2025 rd 43 Annual J.P. Morgan Healthcare Conference Innovating to Transform the Lives of Patients and Their Families Markella ® EPIDIOLEX patient diagnosed with Dravet syndrome January 2025 Transforming Lives. Redefining Possibilities. Caution Concerning Forward-Looking Statements This presentation contains forward-looking statements and financial targets, including, but not l

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 13, 2025 JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorpo

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2024 JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incor

Amendment No. 3, dated as of November 26, 2024, by and among Jazz Pharmaceuticals Public Limited Company, the other borrowers party thereto, the guarantors party thereto, the lenders and issuing banks party thereto, Bank of America, N.A., as administrative agent, and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as collateral trustee

Exhibit 10.1 This AMENDMENT NO. 3, dated as of November 26, 2024 (this “Amendment”), to the Credit Agreement, dated as of May 5, 2021 (as amended by that certain LIBOR Successor Rate Conforming Changes Amendment, dated as of June 7, 2023, that certain Amendment No. 1, dated as of January 19, 2024, that certain Amendment No. 2, dated as of July 19, 2024, and as further amended, modified, extended,

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 26, 2024 JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorp

Jazz Pharmaceuticals Announces U.S. FDA Approval of Ziihera® (zanidatamab-hrii) for the Treatment of Adults with Previously Treated, Unresectable or Metastatic HER2-positive (IHC 3+) Biliary Tract Cancer (BTC) Ziihera is the first and only dual HER2-

Exhibit 99.1 Jazz Pharmaceuticals Announces U.S. FDA Approval of Ziihera® (zanidatamab-hrii) for the Treatment of Adults with Previously Treated, Unresectable or Metastatic HER2-positive (IHC 3+) Biliary Tract Cancer (BTC) Ziihera is the first and only dual HER2-targeted bispecific antibody approved for HER2+ BTC in the U.S. Ziihera received accelerated approval based on results including a 52% ob

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 20, 2024 Date of Report (Date of earliest event reported) JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2024 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-33500 JAZZ

Jazz Pharmaceuticals Announces Third Quarter 2024 Financial Results – 14% year-over-year revenue increase from combined key growth drivers: Xywav®, Epidiolex® and Rylaze® – – 2024 total revenue guidance affirmed at $4.0 to $4.1 billion – – Zanidatama

Exhibit 99.1 Jazz Pharmaceuticals Announces Third Quarter 2024 Financial Results – 14% year-over-year revenue increase from combined key growth drivers: Xywav®, Epidiolex® and Rylaze® – – 2024 total revenue guidance affirmed at $4.0 to $4.1 billion – – Zanidatamab 2L BTC PDUFA date of November 29, 2024 – – Plan to submit sNDA for Zepzelca® in 1L ES-SCLC in 1H25 – DUBLIN, November 6, 2024 - Jazz Ph

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 6, 2024 Date of Report (Date of earliest event reported) JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorpo

Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 10, 2024 Date of Report (Date of earliest event reported) JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorpo

Jazz Pharmaceuticals Announces Private Offering of $850 Million of Exchangeable Senior Notes due 2030 and Concurrent Ordinary Share Repurchases

EX-99.1 Exhibit 99.1 Jazz Pharmaceuticals Announces Private Offering of $850 Million of Exchangeable Senior Notes due 2030 and Concurrent Ordinary Share Repurchases DUBLIN, September 3, 2024 — Jazz Pharmaceuticals plc (Nasdaq: JAZZ) (“Jazz Pharmaceuticals”) today announced that Jazz Investments I Limited, its wholly-owned subsidiary (the “Issuer”), intends to offer, subject to market conditions an

Indenture, dated as of September 6, 2024 among Jazz Pharmaceuticals Public Limited Company, Jazz Investments I Limited and U.S. Bank Trust Company, National Association

EX-4.1 Exhibit 4.1 JAZZ INVESTMENTS I LIMITED, as Issuer JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY, as Guarantor AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee Indenture Dated as of September 6, 2024 3.125% Exchangeable Senior Notes due 2030 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1    Section 1.01 Definitions. 1 Section 1.02 Compliance

Jazz Pharmaceuticals Announces Pricing of Private Offering of $850 Million of 3.125% Exchangeable Senior Notes due 2030 and Concurrent Ordinary Share Repurchases

EX-99.2 Exhibit 99.2 Jazz Pharmaceuticals Announces Pricing of Private Offering of $850 Million of 3.125% Exchangeable Senior Notes due 2030 and Concurrent Ordinary Share Repurchases DUBLIN, September 4, 2024 — Jazz Pharmaceuticals plc (Nasdaq: JAZZ) (“Jazz Pharmaceuticals”) today announced the pricing of $850 million aggregate principal amount of 3.125% exchangeable senior notes due 2030 (the “no

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 3, 2024 JAZZ PHARMACEUTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 3, 2024 JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or other jurisdiction of incorp

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 27, 2024 JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorpor

(incorporated herein by reference to Exhibit 10.4 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No. 001-33500) for the period ended

Exhibit 10.2 [Jazz Pharmaceuticals Letterhead] May 18, 2024 Samantha Pearce Address on File Re: Offer of Promotion to EVP, Chief Commercial Officer Dear Sam, As discussed, we are very pleased to confirm our offer to promote you to the position of EVP, Chief Commercial Officer (“CCO”). This letter sets out the terms of the CCO position and the terms of your employment with Jazz Pharmaceuticals, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2024 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-33500 JAZZ PHARM

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 31, 2024 Date of Report (Date of earliest event reported) JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorporat

Jazz Pharmaceuticals Announces Second Quarter 2024 Financial Results and Updates 2024 Financial Guidance – 15% year-over-year revenue increase from combined key growth drivers: Xywav®, Epidiolex® and Rylaze® – – Oncology revenues grew 10% year-over-y

Exhibit 99.1 Jazz Pharmaceuticals Announces Second Quarter 2024 Financial Results and Updates 2024 Financial Guidance – 15% year-over-year revenue increase from combined key growth drivers: Xywav®, Epidiolex® and Rylaze® – – Oncology revenues grew 10% year-over-year – – Zanidatamab granted Priority Review by U.S. FDA for 2L BTC; PDUFA date of November 29, 2024 – – Near-term, late-stage pipeline ca

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 25, 2024 Date of Report (Date of earliest event reported) JAZZ PHARMACEUTICALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 25, 2024 Date of Report (Date of earliest event reported) JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorporat

Amendment No. 2, dated as of January 19, 2024, by and among Jazz Pharmaceuticals Public Limited Company, the other borrowers party thereto, the guarantors party thereto, the lenders party thereto, Bank of America, N.A., as administrative agent, and U.S. Bank Trust Company, National Association, (as successor in interest to U.S. Bank National Association), as collateral trustee (incorporated herein by reference to Exhibit 10.1 in Jazz Pharmaceuticals plc’s Current Report on Form 8-K (File No. 001-033500), as filed with the SEC on July 22, 2024).

Exhibit 10.1 Execution Version AMENDMENT NO. 2 This AMENDMENT No. 2, dated as of July 19, 2024 (this “Amendment”), to the Credit Agreement, dated as of May 5, 2021 (as amended by that certain LIBOR Successor Rate Conforming Changes Amendment, dated as of June 7, 2023, that certain Amendment No. 1, dated as of January 19, 2024, and as further amended, modified, extended, restated, replaced, or supp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 19, 2024 JAZZ PHARMACEUTICALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 19, 2024 JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 d874987ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 31, 2024 JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorporati

Amended and Restated 2007 Non-Employee Directors Stock Award Plan (approved July 30, 2020) (incorporated herein by reference to Exhibit 10.

Exhibit 10.2 JAZZ PHARMACEUTICALS PLC NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Non-employee members of the board of directors (the “Board”) of Jazz Pharmaceuticals plc (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Policy (this “Policy”). The cash compensation and equity grants described in this Policy shall be pai

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2024 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-33500 JAZZ PHAR

Offer Letter, dated as of January 30, 2024, by and between Jazz Pharmaceuticals, Inc. and Philip Johnson (incorporated herein by reference to Exhibit 10.1 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No. 001-33500) for the period ended March 31, 2024, as filed with the SEC on May 2, 2024).

Exhibit 10.1 [Jazz Pharmaceuticals Letterhead] January 30, 2024 Philip Johnson [address on file] Re: Offer of employment with Jazz Pharmaceuticals Dear Philip, As discussed, I am very pleased to invite you to join the Jazz Pharmaceuticals group. This letter sets out the terms of your employment with Jazz Pharmaceuticals, Inc. (“Jazz Pharmaceuticals” or the “Company”). 1. Position, Location and Res

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 1, 2024 Date of Report (Date of earliest event reported) JAZZ PHARMACEUTICALS P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 1, 2024 Date of Report (Date of earliest event reported) JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorporatio

Jazz Pharmaceuticals Announces First Quarter 2024 Financial Results and Affirms 2024 Financial Guidance – 12% year-over-year revenue increase from combined key growth drivers: Xywav®, Epidiolex® and Rylaze® – – Oncology revenues grew 13% year-over-ye

Exhibit 99.1 Jazz Pharmaceuticals Announces First Quarter 2024 Financial Results and Affirms 2024 Financial Guidance – 12% year-over-year revenue increase from combined key growth drivers: Xywav®, Epidiolex® and Rylaze® – – Oncology revenues grew 13% year-over-year – – Submitted zanidatamab BLA for 2L BTC; expect to launch in 2025 or earlier – – Top-line Phase 2b data from suvecaltamide trial in e

2023 Advisory Vote on Executive Compensation and Shareholder Engagement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-

Amended and Restated 2007 Employee Stock Purchase Plan (approved November 1, 2023).

Exhibit 10.21C JAZZ PHARMACEUTICALS PLC AMENDED AND RESTATED 2007 EMPLOYEE STOCK PURCHASE PLAN 1.GENERAL. (a)The purpose of the Plan is to provide a means by which Eligible Employees of the Company and certain designated Related Corporations may be given an opportunity to purchase Ordinary Shares. The Plan is intended to permit the Company to grant a series of Purchase Rights to Eligible Employees

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33

in Jazz Pharmaceutical’s Annual Report on Form 10-K (File No. 001-33500) for the period ended December 31, 202

Exhibit 97.1 Jazz Pharmaceuticals plc Incentive Compensation Recoupment Policy 1.Introduction The Compensation & Management Development Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Jazz Pharmaceuticals plc (the “Company”), has determined that it is in the best interests of the Company and its shareholders to adopt this Incentive Compensation Recoupment Policy

Jazz Pharmaceuticals Announces Full Year and Fourth Quarter 2023 Financial Results and Provides 2024 Financial Guidance – Total revenues of $3.8 billion in 2023 and $1 billion in 4Q23 – – 27% year-over-year revenue increase from combined key growth d

Exhibit 99.1 Jazz Pharmaceuticals Announces Full Year and Fourth Quarter 2023 Financial Results and Provides 2024 Financial Guidance – Total revenues of $3.8 billion in 2023 and $1 billion in 4Q23 – – 27% year-over-year revenue increase from combined key growth drivers: Xywav®, Epidiolex® and Rylaze® – – Oncology revenue surpassed $1 billion in 2023 – – Multiple late-stage pipeline catalysts antic

in Jazz Pharmaceutical’s Annual Report on Form 10-K (File No. 001-33500) for the period ended December 31, 2023 as filed with the SEC on

Exhibit 21.1 Subsidiaries of the Registrant Name State/Jurisdiction of Incorporation Jazz Pharmaceuticals Ireland Limited Ireland Jazz Financing I DAC Ireland GW Pharma Limited United Kingdom Jazz Pharmaceuticals, Inc. Delaware Celator Pharmaceuticals Inc. Delaware Jazz Pharmaceuticals Research UK Limited United Kingdom Gentium S.r.l. Italy Jazz Pharmaceuticals UK Holdings Limited United Kingdom J

, as filed by Jazz Pharmaceuticals plc on behalf of and as successor to Jazz Pharmaceuticals Inc. with the SEC on February 28, 20

Exhibit 10.17A [JAZZ PHARMACEUTICALS LETTERHEAD] April 4, 2023 Liz Henderson Dear Liz, Offer of Employment with Jazz Pharmaceuticals Ireland Limited On behalf of Jazz Pharmaceuticals Ireland Limited of 5th Floor, Waterloo Exchange, Waterloo Road, Dublin 4, registered at the Companies Registration Office with company number 429847 (the “Company”), I am very pleased to offer you employment with the

Description of Share Capital.

Exhibit 4.6 DESCRIPTION OF SHARE CAPITAL The following description of the share capital of Jazz Pharmaceuticals plc, or the Company, is a summary. This summary does not purport to be complete and is qualified in its entirety by reference to the Irish Companies Act 2014 (as amended), or the Companies Act, and the complete text of the Company’s amended and restated memorandum and articles of associa

Amended and Restated GW Pharmaceuticals plc 2020 Long-Term Incentive Plan

Exhibit 10.20A GW Pharmaceuticals plc 2020 LONG-TERM INCENTIVE PLAN Approved by shareholders on 26 May 2020 Adopted by the board of directors on 26 March 2020 Amended on 19 May 2020 Amended on 1 November 2023 Exhibit 10.20A CONTENTS Rule Page 1. INTRODUCTION 2 2. DEFINITIONS AND INTERPRETATION 2 3. INVESTMENT SHARES 6 4. GRANT OF AWARDS 7 5. LIMITS 10 6. VESTING OF AWARDS 12 7. CONSEQUENCES OF VES

, as filed by Jazz Pharmaceuticals plc on behalf of and as successor to Jazz Pharmaceuticals Inc. with the SEC on February 28, 20

Exhibit 10.17B [JAZZ PHARMACEUTICALS LETTERHEAD] Liz Henderson New Hire Equity Award Dear Liz, April 4, 2023 Welcome to Jazz Pharmaceuticals. In parallel with your hiring by Jazz Pharmaceuticals Ireland Limited, a member of the Jazz Pharmaceuticals group of companies, you will receive equity awards from Jazz Pharmaceuticals plc in the amounts shown below pursuant to the Jazz Pharmaceuticals plc 20

Amended and Restated 2011 Equity Incentive Plan (approved November 1, 2023).

Exhibit 10.18I Jazz Pharmaceuticals plc 2011 Equity Incentive Plan 1.General. (a)Relationship to 2007 Plan and 2003 Plan. From and after 12:01 a.m. Pacific time on the Effective Date, all outstanding stock awards granted under the Jazz Pharmaceuticals plc 2007 Equity Incentive Plan (the “2007 Plan”), which was the successor to and continuation of the Jazz Pharmaceuticals plc 2003 Equity Incentive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 28, 2024 Date of Report (Date of earliest event reported) JAZZ PHARMACEUTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 28, 2024 Date of Report (Date of earliest event reported) JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorp

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 23, 2024 JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorp

Jazz Pharmaceuticals Appoints Philip Johnson as Chief Financial Officer Mr. Johnson Brings Over 35 Years of Financial and Operating Experience to Leadership Team

Exhibit 99.1 Jazz Pharmaceuticals Appoints Philip Johnson as Chief Financial Officer Mr. Johnson Brings Over 35 Years of Financial and Operating Experience to Leadership Team DUBLIN, February 21, 2024 – Jazz Pharmaceuticals plc (Nasdaq: JAZZ) (“Jazz” or the “Company”) today announced that Philip Johnson has been appointed Executive Vice President and Chief Financial Officer, effective March 1, 202

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 21, 2024 JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorp

JAZZ / Jazz Pharmaceuticals plc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01247-jazzpharmaceuticalsp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Jazz Pharmaceuticals PLC Title of Class of Securities: Common Stock CUSIP Number: G50871105 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 19, 2024 JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorpo

Amendment No. 1, dated as of January 19, 2024, by and among Jazz Pharmaceuticals Public Limited Company, the other borrowers from time to time party thereto, the lenders and issuing banks from time to time party thereto, Bank of America, N.A., as administrative agent, and U.S. Bank Trust Company, National Association, as collateral trustee. (incorporated herein by reference to Exhibit 10.1 in Jazz Pharmaceuticals plc’s Current Report on Form 8-K (File No. 001-033500), as filed with the SEC on January 25, 2024).

Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 1 This AMENDMENT No. 1, dated as of January 19, 2024 (this “Amendment”), to the Credit Agreement, dated as of May 5, 2021 (as amended, modified, extended, restated, replaced, or supplemented from time to time prior to the date hereof, the “Credit Agreement”; the Credit Agreement as amended by this Amendment, the “Amended Credit Agreement”), among Jazz F

Transforming Lives. Redefining Possibilities. Caution Concerning Forward-Looking Statements This presentation contains forward-looking statements and financial targets, including, but not limited to, statements related to: the Company’s growth prospe

Exhibit 99.1 January 8, 2024 nd 42 Annual J.P. Morgan Healthcare Conference Innovating to Transform the Lives of Patients and Their Families Caroline ® January 2024 Rylaze patient diagnosed with ALL / LBL Transforming Lives. Redefining Possibilities. Caution Concerning Forward-Looking Statements This presentation contains forward-looking statements and financial targets, including, but not limited

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 8, 2024 JAZZ PHARMACEUTICA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 8, 2024 JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 11, 2023 JAZZ PHARMACEUTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 11, 2023 JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorp

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 8, 2023 Date of Report (Date of earliest event reported) JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-33500 JAZZ

Jazz Pharmaceuticals Announces Third Quarter 2023 Financial Results and Updates Financial Guidance – 3Q23 total revenues of $972 million – – Combined revenues from key growth drivers, Xywav®, Epidiolex® and Rylaze®, increased 24% year-over-year – – R

Exhibit 99.1 Jazz Pharmaceuticals Announces Third Quarter 2023 Financial Results and Updates Financial Guidance – 3Q23 total revenues of $972 million – – Combined revenues from key growth drivers, Xywav®, Epidiolex® and Rylaze®, increased 24% year-over-year – – Raising total and Oncology revenue guidance at the mid-points – – Plan to initiate zanidatamab rolling biologics license application (BLA)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 6, 2023 JAZZ PHARMACEUTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 6, 2023 JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorp

JAZZ / Jazz Pharmaceuticals plc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Jazz Pharmaceuticals plc Title of Class of Securities: Common Stock CUSIP Number: G50871105 Date of Event Which Requires Filing of this Statement: August 31, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2023 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-33500 JAZZ PHARM

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 9, 2023 Date of Report (Date of earliest event reported) JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorpora

Amended and Restated Non-Employee Director Compensation Policy (approved May 4, 2023) (incorporated herein by reference to Exhibit 10.3+ in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No. 001-33500) for the period ended June 30, 2023, as filed with the SEC on August 9, 2023).

Exhibit 10.3 JAZZ PHARMACEUTICALS PLC NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Non-employee members of the board of directors (the “Board”) of Jazz Pharmaceuticals plc (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Policy (this “Policy”). The cash compensation and equity grants described in this Policy shall be pai

Conforming Changes Amendment, dated as of June 7, 2023, entered into by Bank of America, N.A. as administrative agent to Credit Agreement, dated as of May 5, 2021, by and among Jazz Pharmaceuticals Public Limited Company, the other borrowers from time to time party thereto, the lenders and issuing banks from time to time party thereto, Bank of America, N.A., as administrative agent, and U.S. Bank National Association, as collateral trustee (incorporated herein by reference to Exhibit 10.1 in Jazz Pharmaceuticals, plc’s Quarterly Report on Form 10-Q (File No. 001-33500) for the period ended June 30, 2023, as filed with the SEC on August 9, 2023).

Exhibit 10.1 Execution Version LIBOR SUCCESSOR RATE CONFORMING CHANGES AMENDMENT THIS CONFORMING CHANGES AMENDMENT (this “Agreement”), dated as of June 7, 2023, is entered into by BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”). RECITALS WHEREAS, Jazz Financing Lux S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated and existing

Amended and Restated Executive Change in Control and Severance Benefit Plan, dated as of May 3, 2023 (incorporated herein by reference to Exhibit 10.2+ in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No. 001-33500) for the period ended June 30, 2023, as filed with the SEC on August 9, 2023).

Exhibit 10.2 JAZZ PHARMACEUTICALS PLC AMENDED AND RESTATED EXECUTIVE CHANGE IN CONTROL AND SEVERANCE BENEFIT PLAN SECTION 1. INTRODUCTION. The Jazz Pharmaceuticals plc Amended and Restated Executive Change in Control and Severance Benefit Plan (the “Plan”) was originally established effective as of May 1, 2007 (the “Effective Date”) and was amended and restated effective as of February 17, 2009, O

Jazz Pharmaceuticals Announces Second Quarter 2023 Financial Results and Raises 2023 Full Year Financial Guidance – Strong execution delivered second quarter 2023 total revenues of $957 million – – Commercial excellence drove continued adoption of lo

Exhibit 99.1 Jazz Pharmaceuticals Announces Second Quarter 2023 Financial Results and Raises 2023 Full Year Financial Guidance – Strong execution delivered second quarter 2023 total revenues of $957 million – – Commercial excellence drove continued adoption of low-sodium Xywav®; net product sales increased 39% year-over-year – – Continued growth of Epidiolex®; net product sales increased 15% 2Q23

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 22, 2023 JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitte

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitte

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 10, 2023 Date of Report (Date of earliest event reported) JAZZ PHARMACEUTICALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 10, 2023 Date of Report (Date of earliest event reported) JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2023 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-33500 JAZZ PHAR

Jazz Pharmaceuticals Announces First Quarter 2023 Financial Results and Affirms 2023 Financial Guidance Focus on commercial execution drove 1Q23 total revenues of $892.8 million Continued adoption of Xywav®; net product sales increased 49% 1Q23 compa

Exhibit 99.1 Jazz Pharmaceuticals Announces First Quarter 2023 Financial Results and Affirms 2023 Financial Guidance Focus on commercial execution drove 1Q23 total revenues of $892.8 million Continued adoption of Xywav®; net product sales increased 49% 1Q23 compared to 1Q22 Confident in blockbuster potential of Epidiolex®; net product sales increased 20% 1Q23 compared to 1Q22 Strong Rylaze® demand

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

Description of Share Capital.

Exhibit 4.6 DESCRIPTION OF SHARE CAPITAL The following description of the share capital of Jazz Pharmaceuticals plc, or the Company, is a summary. This summary does not purport to be complete and is qualified in its entirety by reference to the Irish Companies Act 2014 (as amended), or the Companies Act, and the complete text of the Company’s amended and restated memorandum and articles of associa

Jazz Pharmaceuticals Announces Full Year and Fourth Quarter 2022 Financial Results and Provides 2023 Financial Guidance Strong Execution Drove Record Revenues in 2022 of $3.7 billion, an increase of 18% over 2021 Positioned for Total Revenue and Net

Exhibit 99.1 Jazz Pharmaceuticals Announces Full Year and Fourth Quarter 2022 Financial Results and Provides 2023 Financial Guidance Strong Execution Drove Record Revenues in 2022 of $3.7 billion, an increase of 18% over 2021 Positioned for Total Revenue and Net Income Growth in 2023 Xywav Enters 2023 as the Oxybate Therapy of Choice and Company’s Largest Product by Net Sales Enhanced Investment i

Pharmacy Master Services Agreement, dated as of December 1, 2022, by and between Jazz Pharmaceuticals, Inc. and Express Scripts Specialty Distribution Services, Inc. (incorporated herein by reference to Exhibit 10.8# in Jazz Pharmaceuticals plc’s Annual Report on Form 10-K (File No. 001-33500) for the period ended December 31, 2022, as filed with the SEC on March 1, 2023).

CERTAIN PORTIONS OF THIS EXHIBIT (INDICATED BY [***]) HAVE BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K BECAUSE THEY ARE BOTH NOT MATERIAL AND ARE THE TYPE THAT THE COMPANY TREATS AS PRIVATE AND CONFIDENTIAL.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 1, 2023 Date of Report (Date of earliest event reported) JAZZ PHARMACEUTICALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 1, 2023 Date of Report (Date of earliest event reported) JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorporat

Amended and Restated 2011 Equity Incentive Plan (approved November 2, 2022)

Exhibit 10.26Q+ Jazz Pharmaceuticals plc 2011 Equity Incentive Plan 1.General. (a)Relationship to 2007 Plan and 2003 Plan. From and after 12:01 a.m. Pacific time on the Effective Date, all outstanding stock awards granted under the Jazz Pharmaceuticals plc 2007 Equity Incentive Plan (the “2007 Plan”), which was the successor to and continuation of the Jazz Pharmaceuticals plc 2003 Equity Incentive

Amended and Restated 2007 Employee Stock Purchase Plan (approved November 2, 2022). (incorporated herein by reference to Exhibit 10.30B+ in Jazz Pharmaceuticals plc’s Annual Report on Form 10-K (File No. 001-33500) for the period ended December 31, 2022, as filed with the SEC on March 1, 2023).

Exhibit 10.30B+ JAZZ PHARMACEUTICALS PLC AMENDED AND RESTATED 2007 EMPLOYEE STOCK PURCHASE PLAN 1.GENERAL. (a)The purpose of the Plan is to provide a means by which Eligible Employees of the Company and certain designated Related Corporations may be given an opportunity to purchase Ordinary Shares. The Plan is intended to permit the Company to grant a series of Purchase Rights to Eligible Employee

Subsidiaries of Jazz Pharmaceuticals plc.

Exhibit 21.1 Subsidiaries of the Registrant Name State/Jurisdiction of Incorporation Jazz Pharmaceuticals Ireland Limited Ireland Jazz Financing I DAC Ireland GW Pharma Limited United Kingdom Jazz Pharmaceuticals, Inc. Delaware Celator Pharmaceuticals Inc. Delaware GW Research Limited United Kingdom Gentium S.r.l. Italy Jazz Pharmaceuticals UK Holdings Limited United Kingdom Jazz Securities DAC Ir

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33

JAZZ / Jazz Pharmaceuticals PLC / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Jazz Pharmaceuticals plc Title of Class of Securities: Common Stock CUSIP Number: G50871105 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is fil

Transforming Lives. Redefining Possibilities. Caution Concerning Forward-Looking Statements This presentation contains forward-looking statements and financial targets, including, but not limited to, statements related to: the Company’s growth prospe

41st Annual J.P. Morgan Healthcare Conference Innovating to Transform the Lives of Patients and Their Families January 9, 2023 Grace Epidiolex patient Exhibit 99.1 Transforming Lives. Redefining Possibilities. Caution Concerning Forward-Looking Statements This presentation contains forward-looking statements and financial targets, including, but not limited to, statements related to: the Company’s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 9, 2023 JAZZ PHARMACEUTICA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 9, 2023 JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorpor

JAZZ / Jazz Pharmaceuticals PLC / JPMORGAN CHASE & CO - FILING JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Name of Issuer) Ordinary shares, nominal value $0.0001 per share (Title of Class of Securities) G50871105 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement)

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 3, 2023 JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction (Commission

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 21, 2022 JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorp

Jazz Pharmaceuticals and Zymeworks Announce Jazz has Confirmed Opt-in and Advances Partnership for Zanidatamab Follows positive top-line clinical data readout from HERIZON-BTC-01 pivotal trial in biliary tract cancers

EX-99.1 Exhibit 99.1 Jazz Pharmaceuticals and Zymeworks Announce Jazz has Confirmed Opt-in and Advances Partnership for Zanidatamab Follows positive top-line clinical data readout from HERIZON-BTC-01 pivotal trial in biliary tract cancers DUBLIN and VANCOUVER, Dec. 21, 2022 – Jazz Pharmaceuticals plc (Nasdaq: JAZZ) and Zymeworks Inc. (Nasdaq: ZYME) today announced that Jazz has exercised its optio

License and Collaboration Agreement, dated October 18, 2022, between Jazz Pharmaceuticals Ireland Limited and Zymeworks BC Inc. (incorporated herein by reference to Exhibit 2.1 in Jazz Pharmaceuticals plc’s Current Report on Form 8-K (File No. 001-033500), as filed with the SEC on December 5, 2022).

Exhibit 2.1 CERTAIN PORTIONS OF THIS EXHIBIT (INDICATED BY [***]) HAVE BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K BECAUSE THEY ARE BOTH NOT MATERIAL AND ARE THE TYPE THAT THE COMPANY TREATS AS PRIVATE AND CONFIDENTIAL. EXECUTION COPY LICENSE AND COLLABORATION AGREEMENT This LICENSE AND COLLABORATION AGREEMENT (this ?Agreement?) is made as of October 18, 2022 (the ?Execution Date?)

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 29, 2022 JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorp

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 14, 2022 JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorp

Settlement Agreement, dated as of April 5, 2017, by and between Jazz Pharmaceuticals, Inc. and Jazz Pharmaceuticals Ireland Limited, and Roxane Laboratories, Inc., West-Ward Pharmaceuticals Corp., Eurohealth (USA), Inc., and Hikma Pharmaceuticals PLC (incorporated herein by reference to Exhibit 10.1 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No. 001-33500) for the period ended September 30, 2022, as filed with the SEC on November 9, 2022).

Exhibit 10.1 CERTAIN PORTIONS OF THIS EXHIBIT (INDICATED BY [*]) HAVE BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K BECAUSE THEY ARE BOTH NOT MATERIAL AND ARE THE TYPE THAT THE COMPANY TREATS AS PRIVATE AND CONFIDENTIAL. Execution Copy Confidential SETTLEMENT AGREEMENT This Settlement Agreement (collectively with Exhibits A through C, ?Settlement Agreement?) is made and entered into

July 1, 2020, by and between Jazz Pharmaceuticals, Inc. and Express Scripts Specialty Distribution Services, Inc.

Exhibit 10.5 AMENDMENT NO. 7 TO PHARMACY MASTER SERVICES AGREEMENT THIS AMENDMENT NO. 7 (this ?Amendment?) to the Agreement (as defined below) is entered into as of September 28, 2022 (the ?Amendment Effective Date?) by and between Jazz Pharmaceuticals, Inc. with a principal place of business at 3170 Porter Drive, Palo Alto, CA 94304 (?Jazz Pharmaceuticals?) and Express Scripts Specialty Distribut

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 9, 2022 Date of Report (Date of earliest event reported) JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorpo

Amendment No. 1 Clinical and Commercial Manufacturing and Supply Agreement, dated as of January 18, 2018, by and between Jazz Pharmaceuticals Ireland Limited and Baxter Oncology GmbH

Exhibit 10.3 CERTAIN PORTIONS OF THIS EXHIBIT (INDICATED BY [*]) HAVE BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K BECAUSE THEY ARE BOTH NOT MATERIAL AND ARE THE TYPE THAT THE COMPANY TREATS AS PRIVATE AND CONFIDENTIAL. AMENDMENT NO. 1 CLINICAL AND COMMERCIAL MANUFACTURING AND SUPPLY AGREEMENT This Amendment No. 1 (?Amendment No. 1?) is entered into by JAZZ PHARMACEUTICALS IRELAND L

Clinical and Commercial Manufacturing and Supply Agreement, dated as of December 22, 2010, between Celator Pharmaceuticals, Inc. and Baxter Oncology GmbH.

Exhibit 10.2 CERTAIN PORTIONS OF THIS EXHIBIT (INDICATED BY [*]) HAVE BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K BECAUSE THEY ARE BOTH NOT MATERIAL AND ARE THE TYPE THAT THE COMPANY TREATS AS PRIVATE AND CONFIDENTIAL. CLINICAL AND COMMERCIAL MANUFACTURING AND SUPPLY AGREEMENT THIS CLINICAL AND COMMERCIAL MANUFACTURING AND SUPPLY AGREEMENT (this ?Agreement?) is made effective as of

Amendment No. 6, dated as of August 24, 2022, to Pharmacy Master Services Agreement, dated as of July 1, 2020, by and between Jazz Pharmaceuticals, Inc. and Express Scripts Specialty Distribution Services, Inc.

Exhibit 10.4 AMENDMENT NO. 6 TO PHARMACY MASTER SERVICES AGREEMENT THIS AMENDMENT NO. 6 (this ?Amendment?) to the Agreement (as defined below) is entered into as of August 24, 2022 (the ?Amendment Effective Date?) by and between Jazz Pharmaceuticals, Inc. with a principal place of business at 3170 Porter Drive, Palo Alto, CA 94304 (?Jazz Pharmaceuticals?) and Express Scripts Specialty Distribution

Jazz Pharmaceuticals Announces Third Quarter 2022 Financial Results and Raises Total Revenue Guidance Mid-point

Exhibit 99.1 Jazz Pharmaceuticals Announces Third Quarter 2022 Financial Results and Raises Total Revenue Guidance Mid-point DUBLIN, November 9, 2022 - Jazz Pharmaceuticals plc (Nasdaq: JAZZ) today announced financial results for the third quarter of 2022, and raised the mid-point of 2022 total revenue guidance. ?Our execution across our business continues to chart a clear path to delivering on Vi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2022 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-33500 JAZZ

Jazz Pharmaceuticals and Zymeworks Announce Exclusive License Agreement to Develop and Commercialize Zanidatamab, a HER2-Targeted Bispecific Antibody Jazz to obtain exclusive development and commercialization rights in key markets including the U.S.,

EX-99.1 Exhibit 99.1 Jazz Pharmaceuticals and Zymeworks Announce Exclusive License Agreement to Develop and Commercialize Zanidatamab, a HER2-Targeted Bispecific Antibody Jazz to obtain exclusive development and commercialization rights in key markets including the U.S., Europe and Japan Zymeworks to receive $50 million upfront payment, a second payment of $325 million, at Jazz’s option, and furth

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 19, 2022 JAZZ PHARMACEUTIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 19, 2022 JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorpo

Amendment No. 5, dated as of June 24, 2022, to Pharmacy Master Services Agreement, dated as of July 1, 2020, by and between Jazz Pharmaceuticals, Inc. and Express Scripts Specialty Distribution Services, Inc.

Exhibit 10.1 AMENDMENT NO. 5 TO PHARMACY MASTER SERVICES AGREEMENT THIS AMENDMENT NO. 5 (this ?Amendment?) to the Agreement (as defined below) is entered into as of June 24, 2022 (the ?Amendment Effective Date?) by and between Jazz Pharmaceuticals, Inc. with a principal place of business at 3170 Porter Drive, Palo Alto, CA 94304 (?Jazz Pharmaceuticals?) and Express Scripts Specialty Distribution S

Jazz Pharmaceuticals Announces Second Quarter 2022 Financial Results and Affirms 2022 Financial Guidance

Exhibit 99.1 Jazz Pharmaceuticals Announces Second Quarter 2022 Financial Results and Affirms 2022 Financial Guidance DUBLIN, August 3, 2022 - Jazz Pharmaceuticals plc (Nasdaq: JAZZ) today announced financial results for the second quarter of 2022, affirmed 2022 financial guidance1 and provided business updates. ?We?ve had a highly productive second quarter across commercial, R&D and corporate dev

Amended and Restated Non-Employee Director Compensation Policy (approved April 28, 2022).

Exhibit 10.2 JAZZ PHARMACEUTICALS PLC NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Non-employee members of the board of directors (the ?Board?) of Jazz Pharmaceuticals plc (the ?Company?) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Policy (this ?Policy?). The cash compensation and equity grants described in this Policy shall be pai

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2022 or ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-33500 JAZZ PHARM

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 3, 2022 Date of Report (Date of earliest event reported) JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 d346215ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitte

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

PRE 14A 1 d257307dpre14a.htm PRELIMINARY PROXY STATEMENT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐

Jazz Pharmaceuticals and Sumitomo Pharma Announce Exclusive License Agreement to Develop and Commercialize DSP-0187, a Potent, Highly Selective Oral Orexin-2 Receptor Agonist Jazz licenses development and commercialization rights in U.S., Europe and

Exhibit 99.1 Jazz Pharmaceuticals and Sumitomo Pharma Announce Exclusive License Agreement to Develop and Commercialize DSP-0187, a Potent, Highly Selective Oral Orexin-2 Receptor Agonist Jazz licenses development and commercialization rights in U.S., Europe and other territories; Sumitomo Pharma retains rights in Japan, China and other Asia/Pacific territories Sumitomo Pharma to receive $50 milli

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2022 or ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-33500 JAZZ PHAR

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 4, 2022 Date of Report (Date of earliest event reported) JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorporatio

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 4, 2022 JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorporatio

Jazz Pharmaceuticals Announces First Quarter 2022 Financial Results and Raises 2022 Financial Guidance

Exhibit 99.1 Jazz Pharmaceuticals Announces First Quarter 2022 Financial Results and Raises 2022 Financial Guidance DUBLIN, May 4, 2022 - Jazz Pharmaceuticals plc (Nasdaq: JAZZ) today announced financial results for the first quarter of 2022, raised 2022 financial guidance and provided business updates. ?We're pleased to raise our top- and bottom-line guidance, driven by our continued execution an

Amendment No. 4, dated as of April 18, 2022 to Pharmacy Master Services Agreement, dated as of July 1, 2020, by and between Jazz Pharmaceuticals, Inc. and Express Scripts Specialty Distribution Services, Inc.

[***] = CERTAIN PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED BECAUSE THE OMITTED PORTIONS ARE BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ☐ T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 7, 2022 JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorporat

Jazz Pharmaceuticals and Werewolf Therapeutics Announce Exclusive Global License and Collaboration Agreement to Develop WTX-613, a Differentiated, Conditionally-Activated IFNα INDUKINE™ Molecule Werewolf to receive $15 million upfront payment, with p

EX-99.1 Exhibit 99.1 Jazz Pharmaceuticals and Werewolf Therapeutics Announce Exclusive Global License and Collaboration Agreement to Develop WTX-613, a Differentiated, Conditionally-Activated IFNα INDUKINE™ Molecule Werewolf to receive $15 million upfront payment, with potential for up to $1.26 billion in development, regulatory and sales milestone payments in addition to royalties on future net s

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 28, 2022 Date of Report (Date of earliest event reported) JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorpora

Jazz Pharmaceuticals Announces Agreement to Divest Sunosi® (solriamfetol) to Axsome Therapeutics Jazz to receive $53 million upfront cash payment, and royalty rights Transaction designed to ensure uninterrupted patient access to Sunosi Jazz remains c

EX-99.1 Exhibit 99.1 Jazz Pharmaceuticals Announces Agreement to Divest Sunosi® (solriamfetol) to Axsome Therapeutics Jazz to receive $53 million upfront cash payment, and royalty rights Transaction designed to ensure uninterrupted patient access to Sunosi Jazz remains committed to neuroscience with growing franchises in sleep disorders and epilepsy DUBLIN, March 28, 2022 – Jazz Pharmaceuticals pl

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 Jazz Pharmaceuticals Public Limited Company Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered(1) Proposed Maximum Offering Price Per Share(3) Proposed Maximum Aggregate Offering Price(3) Fee Rate Amount of Registration Fee(4) Equity Ordinary shares, nominal value $0.

As filed with the Securities and Exchange Commission March 1, 2022

As filed with the Securities and Exchange Commission March 1, 2022 Registration No.

JAZZ PHARMACEUTICALS ANNOUNCES FULL YEAR AND FOURTH QUARTER 2021 FINANCIAL RESULTS

Exhibit 99.1 JAZZ PHARMACEUTICALS ANNOUNCES FULL YEAR AND FOURTH QUARTER 2021 FINANCIAL RESULTS DUBLIN, March 1, 2022 - Jazz Pharmaceuticals plc (Nasdaq: JAZZ) today announced financial results for the full year and fourth quarter of 2021 and provided financial guidance for 2022. ?2021 was a transformative year for Jazz, delivering over $3 billion in revenue for the first time. Our talented team a

, 2021 to Pharmacy Master Services Agreement, dated as of July 1, 2020, by and between Jazz Pharmaceuticals, Inc. and Express Scripts Specialty Distribution Services, Inc.

Exhibit 10.11D Amendment Three to Pharmacy Master Services Agreement This Amendment Three to the Pharmacy Master Services Agreement dated July 1, 2020 (this ?Amendment?) is by and between Jazz Pharmaceuticals, Inc. and Express Scripts Specialty Distribution Services, Inc. (?ESSDS?) (collectively, the ?Parties?) and is entered into by and between the Parties as of December 7, 2021 (the ?Effective D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 1, 2022 Date of Report (Date of earliest event reported) JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorporat

Jazz Pharmaceuticals plc Global Cash Bonus Plan (approved November, 2021) (incorporated herein by reference to Exhibit 10.34E+ in Jazz Pharmaceuticals plc’s Annual Report on Form 10-K (File No. 001-33500) for the period ended December 31, 2021, as filed with the SEC on March 1, 2022).

EX-10.34E 4 jazzq42021ex1034e.htm GLOBAL CASH BONUS PLAN Exhibit 10.34E JAZZ PHARMACEUTICALS GLOBAL CASH BONUS PLAN 1.Purpose of the Plan. The Jazz Pharmaceuticals Global Cash Bonus Plan (the “Plan”) is designed to provide meaningful incentive, on an annual basis, for employees of Jazz Pharmaceuticals plc (the “Company”) and employees of the Company’s Affiliates. 2.Eligibility. In order to be elig

Description of Share Capital.

Exhibit 4.6 DESCRIPTION OF SHARE CAPITAL The following description of the share capital of Jazz Pharmaceuticals plc, or the Company, is a summary. This summary does not purport to be complete and is qualified in its entirety by reference to the Irish Companies Act 2014 (as amended), or the Companies Act, and the complete text of the Company?s amended and restated memorandum and articles of associa

Subsidiaries of Jazz Pharmaceuticals plc.

Exhibit 21.1 Subsidiaries of the Registrant Name State/Jurisdiction of Incorporation Jazz Pharmaceuticals Ireland Limited Ireland Jazz Pharmaceuticals, Inc. Delaware Celator Pharmaceuticals Inc. Delaware GW Research Limited United Kingdom Jazz Financing I DAC Ireland Jazz Pharmaceuticals UK Holdings Limited United Kingdom Gentium S.r.l. Italy GW Pharma Limited United Kingdom Jazz Securities DAC Ir

JAZZ / Jazz Pharmaceuticals PLC / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: Jazz Pharmaceuticals plc Title of Class of Securities: Common Stock CUSIP Number: G50871105 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is fil

JAZZ / Jazz Pharmaceuticals PLC / JPMORGAN CHASE & CO - FILING JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Name of Issuer) Ordinary shares, nominal value $0.0001 per share (Title of Class of Securities) G50871105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appro

Jazz Pharmaceuticals Announces Vision 2025 to Deliver Sustainable Growth and Enhanced Value to Drive Transformation to Innovative, Global Biopharmaceutical Leader Announces $5 billion revenue target for 2025 Confirms 2021 revenue expected to be withi

Exhibit 99.1 Jazz Pharmaceuticals Announces Vision 2025 to Deliver Sustainable Growth and Enhanced Value to Drive Transformation to Innovative, Global Biopharmaceutical Leader Announces $5 billion revenue target for 2025 Confirms 2021 revenue expected to be within previously announced guidance range, exceeding $3 billion Company to present at 40th Annual J.P. Morgan Healthcare Conference today, Ja

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 10, 2022 JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorpo

JAZZ PHARMACEUTICALS ANNOUNCES THIRD QUARTER 2021 FINANCIAL RESULTS AND RAISES FULL YEAR EARNINGS GUIDANCE

Exhibit 99.1 JAZZ PHARMACEUTICALS ANNOUNCES THIRD QUARTER 2021 FINANCIAL RESULTS AND RAISES FULL YEAR EARNINGS GUIDANCE DUBLIN, November 9, 2021 - Jazz Pharmaceuticals plc (Nasdaq: JAZZ) today announced financial results for the third quarter of 2021 and updated financial guidance for 2021. ?Last year, we set the ambitious corporate objective of completing five key commercial launches through 2020

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2021 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-33500 JAZZ

Form of Non-U.S. Restricted Stock Unit Award Grant Notice and Form of Non-U.S. Restricted Stock Unit Award Agreement under the Jazz Pharmaceuticals plc Amended and Restated 2011 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No. 001-33500) for the period ended September 30, 2021, as filed with the SEC on November 9, 2021).

Exhibit 10.1 Jazz Pharmaceuticals plc 2011 Equity Incentive Plan Non-U.S. Restricted Stock Unit Award Grant Notice Jazz Pharmaceuticals plc (the ?Company?), pursuant to its 2011 Equity Incentive Plan (the ?Plan?), hereby awards to Participant the number of restricted stock units (?RSUs?) specified and on the terms set forth below (the ?Award?). The Award is subject to all of the terms and conditio

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 9, 2021 Date of Report (Date of earliest event reported) JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorpo

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 23, 2021 JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitte

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

PRE 14A 1 d177587dpre14a.htm PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Us

Form of U.S. Performance Restricted Stock Unit Award Grant Notice and Form of U.S. Performance Restricted Stock Unit Award Agreement under the Jazz Pharmaceuticals plc Amended and Restated 2011 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.6 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No. 001-33500) for the period ended June 30, 2021, as filed with the SEC on August 3, 2021).

Exhibit 10.6 Jazz Pharmaceuticals plc 2011 Equity Incentive Plan U.S. Performance Restricted Stock Unit Award Grant Notice Jazz Pharmaceuticals plc (the ?Company?), pursuant to its 2011 Equity Incentive Plan (the ?Plan?), hereby awards to Participant the number of restricted stock units (?RSUs?) specified and on the terms set forth below (the ?Award?). The Award is subject to all of the terms and

First Supplemental Indenture, dated as of July 21, 2021, among GW Pharmaceuticals Limited, GW Global Services (International) Limited, GW Pharma Limited, GW Research Limited, GW UK Services Limited and Greenwich Biosciences, Inc., Jazz Securities Designated Activity Company, and U.S. Bank National Association, as trustee under the Indenture, dated as of April 29, 2021 (incorporated herein by reference to Exhibit 4.5C in Jazz Pharmaceuticals, plc’s Quarterly Report on Form 10-Q (File No. 001-33500) for the period ended June 30, 2021, as filed with the SEC on August 3, 2021).

EXECUTION VERSION Exhibit 4.5C FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?) dated as of July 21, 2021, among GW Pharmaceuticals Limited, GW Global Services (International) Limited, GW Pharma Limited, GW Research Limited, GW UK Services Limited and Greenwich Biosciences, Inc. (each, a ?New Guarantor? and collectively, the ?New Guarantors?), JAZZ SECURITI

Amendment No. 1, dated as of May 6, 2021, to Amended and Restated License Agreement, dated as of October 14, 2020, between Pharma Mar, S.A. and Jazz Pharmaceuticals Ireland Limited

EX-10.2 5 jazzq22021ex102.htm AMENDMENT NO. 1 TO AMENDED AND RESTATED LICENSE AGREEMENT [***] = CERTAIN PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED BECAUSE THE OMITTED PORTIONS ARE BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Exhibit 10.2 AMENDMENT NO. 1 TO THE AMENDED AND RESTATED LICENSE AGREEMENT This AMENDMENT NO. I TO THE AMENDED AND RESTA

Service Agreement, dated as of May 5, 2021, by and between Chris Tovey and Jazz Pharmaceuticals UK Limited (incorporated herein by reference to Exhibit 10.4 in Jazz Pharmaceuticals, plc’s Quarterly Report on Form 10-Q (File No. 001-33500) for the period ended June 30, 2021, as filed with the SEC on August 3, 2021).

EX-10.4 6 jazzq22021ex104.htm SERVICE AGREEMENT STRICTLY CONFIDENTIAL Exhibit 10.4 JAZZ PHARMACEUTICALS UK LIMITED CHRIS TOVEY SERVICE AGREEMENT 3984884 CONTENTS Clause Page 1 Definitions and interpretation 1 2 Appointment 3 3 Conditions to appointment 4 4 Duties 4 5 Salary 5 6 Bonus 5 7 Long-Term Incentive Awards 6 8 Amendment power 6 9 Insurance schemes 6 10 Pension 7 11 Training 7 12 Expenses 8

Participation Agreement, dated as of May 5, 2021, by and between Chris Tovey and Jazz Pharmaceuticals UK Limited (incorporated herein by reference to Exhibit 10.5 in Jazz Pharmaceuticals, plc’s Quarterly Report on Form 10-Q (File No. 001-33500) for the period ended June 30, 2021, as filed with the SEC on August 3, 2021).

STRICTLY CONFIDENTIAL Exhibit 10.5 UK CHANGE IN CONTROL AND SEVERANCE BENEFIT PLAN (GW PHARMA LIMITED / GW RESEARCH LIMITED) PARTICIPATION AGREEMENT FOR CHRIS TOVEY Name: Chris Tovey WHEREAS, pursuant to the Transaction Agreement dated 3 February 2021 and entered into between GW Pharmaceuticals plc, Jazz Pharmaceuticals Public Limited Company (?Parent?) and Jazz Pharmaceuticals UK Holdings Limited

Form of U.S. Restricted Stock Unit Award Grant Notice and Form of U.S. Restricted Stock Unit Award Agreement under the Jazz Pharmaceuticals plc Amended and Restated 2011 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.8 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No. 001-33500) for the period ended June 30, 2021, as filed with the SEC on August 3, 2021).

Exhibit 10.8 Jazz Pharmaceuticals plc 2011 Equity Incentive Plan U.S. Restricted Stock Unit Award Grant Notice Jazz Pharmaceuticals plc (the ?Company?), pursuant to its 2011 Equity Incentive Plan (the ?Plan?), hereby awards to Participant the number of restricted stock units (?RSUs?) specified and on the terms set forth below (the ?Award?). The Award is subject to all of the terms and conditions a

Form of Non-U.S. Restricted Stock Unit Award Grant Notice and Form of Non-U.S. Restricted Stock Unit Award Agreement under the Jazz Pharmaceuticals plc Amended and Restated 2011 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.9 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No. 001-33500) for the period ended June 30, 2021, as filed with the SEC on August 3, 2021).

Exhibit 10.9 Jazz Pharmaceuticals plc 2011 Equity Incentive Plan Non-U.S. Restricted Stock Unit Award Grant Notice Jazz Pharmaceuticals plc (the ?Company?), pursuant to its 2011 Equity Incentive Plan (the ?Plan?), hereby awards to Participant the number of restricted stock units (?RSUs?) specified and on the terms set forth below (the ?Award?). The Award is subject to all of the terms and conditio

(incorporated herein by reference to Exhibit 10.2 in Jazz Pharmaceuticals, plc’s Quarterly Report on Form 10-Q (File No. 001-33500) for the period ended June 30, 2021, as filed with the SEC on August 3, 2021).

EX-10.1A 3 jazzq22021ex101a.htm AMENDMENT NO. 1 TO PHARMACY MASTER SERVICES AGREEMENT Exhibit 10.1A AMENDMENT #1 TO PHARMACY SERVICES MASTER SERVICES AGREEMENT This Amendment #1 to Pharmacy Master Services Agreement (“Amendment”), effective as of the last date signed below (the “Effective Date”), is made pursuant to the terms of the Pharmacy Services Master Services Agreement (“Agreement”), effect

Form of Non-U.S. Performance Restricted Stock Unit Award Grant Notice and Form of Non-U.S. Performance Restricted Stock Unit Award Agreement under the Jazz Pharmaceuticals plc Amended and Restated 2011 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.7 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No. 001-33500) for the period ended June 30, 2021, as filed with the SEC on August 3, 2021).

EX-10.7 9 jazzq22021ex107.htm NON-US PERFORMANCE RSU NOTICE & AGREEMENT - 2011 EIP Exhibit 10.7 Jazz Pharmaceuticals plc 2011 Equity Incentive Plan Non-U.S. Performance Restricted Stock Unit Award Grant Notice Jazz Pharmaceuticals plc (the “Company”), pursuant to its 2011 Equity Incentive Plan (the “Plan”), hereby awards to Participant the number of restricted stock units (“RSUs”) specified and on

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 3, 2021 Date of Report (Date of earliest event reported) JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorpora

Form of Replacement Restricted Stock Unit Award Agreement under the GW Pharmaceuticals plc 2020 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.10D in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No. 001-33500) for the period ended June 30, 2021, as filed with the SEC on August 3, 2021).

Exhibit 10.10D JAZZ PHARMACEUTICALS PLC GW PHARMACEUTICALS PLC 2020 LONG-TERM INCENTIVE PLAN REPLACEMENT RESTRICTED STOCK UNIT AWARD AGREEMENT Pursuant to the Grant Terms and Conditions (the ?Grant Notice?) and this Restricted Stock Unit Award Agreement (the ?Agreement?), Jazz Pharmaceuticals plc (the ?Company?) has awarded you a RSU-Style Stock Option (the ?Award?) pursuant to the terms of the GW

JAZZ PHARMACEUTICALS ANNOUNCES SECOND QUARTER 2021 FINANCIAL RESULTS Closed GW Pharmaceuticals plc Acquisition, Creating an Innovative, High-Growth, Global Biopharma Leader 41% of Net Product Sales from Recently Launched or Acquired Products Strong X

Exhibit 99.1 JAZZ PHARMACEUTICALS ANNOUNCES SECOND QUARTER 2021 FINANCIAL RESULTS Closed GW Pharmaceuticals plc Acquisition, Creating an Innovative, High-Growth, Global Biopharma Leader 41% of Net Product Sales from Recently Launched or Acquired Products Strong Xywav™ Adoption with 5,100 Active Patients Exiting the Second Quarter FDA Approval and Launch of Rylaze™ in the U.S. Expect to Initiate Pi

Amended and Restated Non-Employee Director Compensation Policy (approved July 29, 2021) (incorporated herein by reference to Exhibit 10.11 in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No. 001-33500) for the period ended June 30, 2021, as filed with the SEC on August 3, 2021).

Exhibit 10.11 JAZZ PHARMACEUTICALS PLC NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Non-employee members of the board of directors (the ?Board?) of Jazz Pharmaceuticals plc (the ?Company?) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Policy (this ?Policy?). The cash compensation and equity grants described in this Policy shall be pa

Form of Replacement Stock Option Award Agreement under the GW Pharmaceuticals plc 2020 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.10C in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No. 001-33500) for the period ended June 30, 2021, as filed with the SEC on August 3, 2021).

EX-10.10C 13 jazzq22021ex1010c.htm REPLACEMENT OPTION AGREEMENT - GW 2020 LTIP Exhibit 10.10C JAZZ PHARMACEUTICALS PLC GW PHARMACEUTICALS PLC 2020 LONG-TERM INCENTIVE PLAN REPLACEMENT STOCK OPTION AWARD AGREEMENT Pursuant to the Grant Terms and Conditions (the “Grant Notice”) and this Stock Option Award Agreement (the “Agreement”), Jazz Pharmaceuticals plc (the “Company”) has awarded you a Stock O

Amendment No. 2, dated as of July 19, 2021 to Pharmacy Master Services Agreement, dated as of July 1, 2020, by and between Jazz Pharmaceuticals, Inc. and Express Scripts Specialty Distribution Services, Inc.

EX-10.1B 4 jazzq22021ex101b.htm AMENDMENT NO. 2 TO PHARMACY MASTER SERVICES AGREEMENT Exhibit 10.1B AMENDMENT #2 TO PHARMACY SERVICES MASTER SERVICES AGREEMENT This Amendment #2 to Pharmacy Master Services Agreement (“Amendment”), effective as of the last date signed below (the “Effective Date”), is made pursuant to the terms of the Pharmacy Services Master Services Agreement (“Agreement”), effect

Form of Restricted Stock Unit Award Agreement under the GW Pharmaceuticals plc 2020 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.10B in Jazz Pharmaceuticals plc’s Quarterly Report on Form 10-Q (File No. 001-33500) for the period ended June 30, 2021, as filed with the SEC on August 3, 2021).

EX-10.10B 12 jazzq22021ex1010b.htm RSU AGREEMENT - GW 2020 LTIP Exhibit 10.10B JAZZ PHARMACEUTICALS PLC GW PHARMACEUTICALS PLC 2020 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT Pursuant to the Grant Terms and Conditions (the “Grant Notice”) and this Restricted Stock Unit Award Agreement (the “Agreement”), Jazz Pharmaceuticals plc (the “Company”) has awarded you Restricted Stock U

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2021 or ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-33500 JAZZ PHARM

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 28, 2021 Date of Report (Date of earliest event reported) July 28, 2021 JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

GW PHARMACEUTICALS PLC INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm 2 Consolidated Balance Sheets as of December 31, 2020 and 2019 4 Consolidated Statements of Operations for the year

Exhibit 99.2 GW PHARMACEUTICALS PLC Audited Consolidated Financial Statements As of and for the years ended December 31, 2020 and 2019 GW PHARMACEUTICALS PLC INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm 2 Consolidated Balance Sheets as of December 31, 2020 and 2019 4 Consolidated Statements of Operations for the year ended December

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2021 JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact Name of Registrant as Specified in its Charter) Ireland 001-33500 98-1032470 (State or Other Jurisdi

GW PHARMACEUTICALS PLC INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Page Financial Statements (Unaudited) 1 Condensed Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020 1 Condensed Consolidated Statements of Operations for

EX-99.3 4 d189197dex993.htm EX-99.3 Exhibit 99.3 GW PHARMACEUTICALS PLC Unaudited Consolidated Financial Statements As of March 31, 2021 and December 31, 2020 and for the three months ended March 31, 2021 and 2020 GW PHARMACEUTICALS PLC INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Page Financial Statements (Unaudited) 1 Condensed Consolidated Balance Sheets as of March 31, 2021 and Decembe

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.4 Jazz Pharmaceuticals Plc Unaudited pro forma condensed combined financial statements as of and for the three months ended March 31, 2021 and for the year ended December 31, 2020 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On February 3, 2021, Jazz Pharmaceuticals Public Limited Company, or Jazz, entered into a Transaction Agreement, or the Transaction Agreement, with G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 d159725ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 d353405ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 d196677ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commissi

Jazz Pharmaceuticals Announces U.S. FDA Approval of Rylaze™ (asparaginase erwinia chrysanthemi (recombinant)-rywn) for the Treatment of Acute Lymphoblastic Leukemia or Lymphoblastic Lymphoma Approval under U.S. FDA’s Real-Time Oncology Review program

EX-99.1 2 d540512dex991.htm EX-99.1 Exhibit 99.1 Jazz Pharmaceuticals Announces U.S. FDA Approval of Rylaze™ (asparaginase erwinia chrysanthemi (recombinant)-rywn) for the Treatment of Acute Lymphoblastic Leukemia or Lymphoblastic Lymphoma Approval under U.S. FDA’s Real-Time Oncology Review program represents an important therapeutic advance for pediatric and adult patients who develop hypersensit

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 30, 2021 JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 d143381ddefa14a.htm DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 d120460ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Us

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitte

- S-8

S-8 1 d430191ds8.htm S-8 As filed with the Securities and Exchange Commission May 7, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 98-1032470 (State or other jurisdiction of i

Credit Agreement, dated as of May 5, 2021, by and among Jazz Pharmaceuticals Public Limited Company, the other borrowers from time to time party thereto, the lenders and issuing banks from time to time party thereto, Bank of America, N.A., as administrative agent, and U.S. Bank National Association, as collateral trustee (incorporated herein by reference to Exhibit 10.1 in Jazz Pharmaceuticals plc’s Current Report on Form 8-K (File No. 001-033500), as filed with the SEC on May 5, 2021).

EX-10.1 2 d186026dex101.htm EX-10.1 Exhibit 10.1 Execution Version Deal CUSIP Number: G5080AAD4 Revolving Facility CUSIP Number: G5080AAE2 Initial Dollar Term Facility CUSIP Number: G5080AAF9 Initial Euro Term Facility CUSIP Number: G5080AAG7 CREDIT AGREEMENT dated as of May 5, 2021 among JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY, as Parent and an Irish Borrower, JAZZ SECURITIES DESIGNATED ACTIV

Jazz Pharmaceuticals Completes Acquisition of GW Pharmaceuticals plc

Exhibit 99.1 Jazz Pharmaceuticals Completes Acquisition of GW Pharmaceuticals plc DUBLIN, May 5, 2021 ? Jazz Pharmaceuticals (Nasdaq: JAZZ) today announced the completion of its acquisition of GW Pharmaceuticals plc (Nasdaq: GWPH) (?GW?), a leader in the science, development and commercialization of cannabinoid-based prescription medicines. ?We are excited to welcome our GW colleagues to Jazz as w

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2021 JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact Name of Registrant as Specified in its Charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorporati

JAZZ PHARMACEUTICALS ANNOUNCES FIRST QUARTER 2021 FINANCIAL RESULTS Strong Xywav™ Adoption With 3,900 Active Xywav Patients Exiting The First Quarter Continued Zepzelca™ Growth Across Second-Line SCLC Setting Xywav in Idiopathic Hypersomnia Granted F

EX-99.1 2 a1q21financialpr.htm EXHIBIT 99.1 Exhibit 99.1 JAZZ PHARMACEUTICALS ANNOUNCES FIRST QUARTER 2021 FINANCIAL RESULTS Strong Xywav™ Adoption With 3,900 Active Xywav Patients Exiting The First Quarter Continued Zepzelca™ Growth Across Second-Line SCLC Setting Xywav in Idiopathic Hypersomnia Granted FDA Priority Review and an August 12, 2021, PDUFA Target Action Date On Track to Close Acquisi

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2021 or ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-33500 JAZZ PHAR

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 4, 2021 Date of Report (Date of earliest event reported) JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY (Exact name of registrant as specified in its charter) Ireland 001-33500 98-1032470 (State or Other Jurisdiction of Incorporatio