SecProbe.io

Via Facsimile and U.S. Mail
Mail Stop 4720

         July 29, 2009

Joan E. Colligan
Acting Principal Financial Officer
Jazz Pharmaceuticals, Inc.
3180 Porter Drive
Palo Alto, CA 94304

Re:   Jazz Pharmaceuticals, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2008
 Form 10-K/A for the Fiscal Year Ended December 31, 2008
 Form 10-Q for the quarterly  period ended March 31, 2009
 File Number:  001-33500

Dear Ms. Colligan:

We have reviewed your filings and have the following comments.  In our
comments, we ask you to provide us with  information to better understand your
disclosures.  Where a comment requests you to revise disclosure, the information you
provide should show us what the revised disc losure will look like and identify the annual
or quarterly filing, as appli cable, in which you intend to fi rst include it.  If you do not
believe that revised disclosure  is necessary, explain the reason in your response.  After
reviewing the information provided, we may raise additional comments and/or request
that you amend your filings.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the Year Ended December 31, 2008
Item 9A(T). Controls and Procedures

Evaluation of Disclosure Cont rols and Procedures, page 67
 1. We note your statement that “disclos ure controls and procedures were sufficiently
effective to provide reasonable assurance that  the objectives of our disclosure
control system were met.”  Given the us e of the word ‘sufficiently’, it remains
unclear whether your chief executive offi cer and chief financial officer have

Joan E. Colligan
Jazz Pharmaceuticals, Inc. July 29, 2009 Page 2
concluded that your disclosure controls and procedures are effective .  Please
revise your disclosure  to state, in clear and unqua lified language, the conclusions
reached by your chief executive officer a nd your chief financial officer on the
effectiveness of your disclosure  controls and procedures.
 Notes to Consolidated Financial Statements

Summary of Significan t Accounting Policies
Revenue Recognition
Product Sales, Net, page F-11

2. Please revise to disclose the conditio ns under which you accept returns and the
form of the return (i.e. credit issue d, cash returned, produc t exchanged out of
inventory for returned product). For pr oduct where you record revenue with the
right of return and for which you exchange  product out of inventory, disclose in
your notes to financial statements ho w you account for your estimate of these
returns at the time of sale of the prod uct and how you account for returns at the
date they are actually returned to you.  Provide us an analysis supporting your
accounting treatment with reference to the authoritative literature you rely upon to
support your accounting.  It also may be helpful to provide us an example showing the journal entries made.
Form 10-K/A for the Year Ended December 31, 2008

Item 10, page 2

 3. Please revise your disclosure in this sect ion to meet the requirements of Item 407
of Regulation S-K including, but not limited to, discussion of the number of board
meetings in the past year and director attendance, a discussi on of your nominating
committee, disclosure regarding the char ters of your board committees, and your
process, if any, for shareholder communications.
  Compensation Discussion and Analysis

Bonus Awards, page 8
 4. Your disclosure relating to the co rporate and individual goals does not
specifically identify these goals.  Plea se provide draft di sclosure for your 2010
proxy statement describing these goals with more specificity.  A description of the
goals is required regard less of whether bonuses were paid under the plan.
Additionally, confirm that you will discuss the extent to which these goals were
achieved and how the extent of achieveme nt was used to determine bonus awards.

Joan E. Colligan
Jazz Pharmaceuticals, Inc. July 29, 2009 Page 3

 Form 10-Q for the quarterly  period ended March 31, 2009

Notes to the Condensed Conso lidated Financial Statements

9. In-Licensing Agreements, page 13
 5. Please explain to us how you determined that the $5 million increase to the Luvox
CR intangible asset was recoverable in light  of the fact that you recorded an
impairment charge related to Luvox CR in December 2008.

* * * *

 Please provide us the information request ed within 10 busine ss days or tell us
when you will provide us with a response.  Pl ease furnish a cover le tter with your response
that keys your response to our comments.  De tailed cover letters gr eatly facilitate our
review.  Please furnish your letter on EDGAR under the form type label CORRESP.

 We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filings to be certain that  the filings include all information required
under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filings;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

Joan E. Colligan
Jazz Pharmaceuticals, Inc. July 29, 2009 Page 4
 Please contact Vanessa Robe rtson, Staff Accountant, at  (202) 551-3649 or Joel
Parker, Accounting Branch Chief, at (202) 551-3651 if you have any questions regarding
the processing of your response as well as  any questions regarding comments on the
financial statements and related matters.  You may contact Michael Rosenthall, Staff
Attorney, at (202) 551-3674 or Suzanne Haye s, Legal Branch Chief, at (202) 551-3675
with questions on any of the ot her comments.  In this regar d, do not hesitate to contact
me, at (202) 551-3679.

        S i n c e r e l y ,

        J i m  B .  R o s e n b e r g
Senior Assistant Chief
Accountant