SecProbe.io

December 21, 2012

Via E -mail
Ms. Karen J. Wilson
Vice President of Finance
Jazz Pharmaceuticals plc
45 Fitzwilliam Square
Dublin 2, Ireland

Re:  Jazz Pharmaceuticals plc
 Form 10 -K for the Fiscal Year Ended December  31, 2011
Filed February 28, 2012
Form 10 -Q for the Quarter ly Period  Ended September 30, 2012
Filed November 9, 2012
 File No. 001-33500

Dear Ms. Wilson :

We have  reviewed your filing s and have the following comment s.  In our comment s, we
ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within 10 business days by providing the requested
information or by advising us when you will provide the requested re sponse.  If you do not
believe the  comment s apply  to your facts and circumstances, please tell us why in your response.
Please furnish us a letter on EDGAR under the form type label CORRESP that key s your
responses to our comment s.

After reviewing the information you provide, we may have additional comments and/or
request that you amend your filing .

Form 10 -K for the Fiscal Year Ended December 31, 2011

Management’s Discussion and Analysis of Financial Cond ition and Results of Operations
Results of Operations, page 58

1. Although you disclose the impact of volume increases separately from price increases on
your product sales, you do not appear to discuss the underlying causes.  Please provide us
proposed revi sed disclosure to be included in future periodic reports that elaborates on
why volume and prices changed.

Ms. Karen J. Wilson
Jazz Pharmaceuticals plc
 December 21, 2012
 Page 2

 Contractual Obligations, page 62

2. Please provide additional disclosure to be provided in future filings to quantify potential
amounts relating to y our milestones, royalty payments, and contractual payments that
have been omitted from the table of contractual obligations or provide a cross reference
to a discussion that is provided elsewhere in the filing if applicable.

Stock Based Compensation, page  F-22

3. Please provide proposed disclosure to be provided in future periodic reports of the range
of expected volatilities used as required by ASC 718 -10-50-2(f)(2). In addition, tell us the
name(s) of the peer group you use and how this peer group is similar to you in size,
resources, and industry. Further, explain why you feel including the historic volatility of a
peer group in your volatility analysis provides a better indicator than your historical
volatility.

Form 10 -Q for the Quarter ly Pe riod Ended September 30, 2012
Notes to Consolidated Financial Statements

2. Business Combinations

4. On pages 11 and 12, you disclose your preliminary purchase price allocations for your
Azur Merger and EUSA Acquisition, respectively.  Please provide us pro posed  disclosure
to be included in future periodic reports that:
 Removes reference to a purchase price allocation as that is a construct of the purchase
method.  Under the acquisition method, assets acquired and liabilities assumed are
generally recorded at fair value and goodwill is determined by the excess of the fair
value of the consideration conveyed to the seller over the fair value of the net assets
acquired.  In this regard, you use the terms “purchase price” or “purchase price
allocation” in your pro forma financial information reflecting th e Azur Merger in
your Form 8 -K filed on February 28, 2012.
 Specifically identifies which assets, liabilities or items of consideration are
preliminary or provisional, the reasons why your initial accounting is incomplete and
the nature and amount of any me asurement period adjustments recognized during the
reporting period as required by ASC 805 -10-50-6.

Merger with Azur Pharma, page 10

5. Regarding the $325 million in acquired developed technologies, please provide us
disclosure to be provided in future peri odic reports disaggregating the amount of total
intangible assets acquired by name of each acquired technology and its estimated fair
value .

Ms. Karen J. Wilson
Jazz Pharmaceuticals plc
 December 21, 2012
 Page 3

 Acquisi tion of EUSA Pharma, page 11

6. Regarding the $616.9 million in acquired developed technologies, please provide us
disclosure to be provided in future periodic reports disaggregating the amount of total
intangible assets acquired to provide the name of each acquired technology and its
estimated fair value .

9. Shareholders’ Equity
Shares and Additional Paid -In Capital, page 21

7. Please provide us proposed disclosure to be included in future periodic reports that
clarifies where in your financial statements you recorded  the $25.3 million paid on behalf
of certain employees related to the net share settlement of exercised share options in
conne ction with the Azur Merger .  Please  separately reference for us the authoritative
literature you relied upon to support your accounting.

14. Discontinued Operations, page 24

8. Please explain to us  why you do not allocate a tax benefit to your discontinued operations
when the disposed women’s health business was acquired in the Azur Merger and Azur
historically reported a tax provision.  Please reference for us the authoritative literature
you rely upon to support your accounting.

15. Income Tax, page 25

9. Please explain to us why you record a full valuation allowance against your US deferred
tax assets.  In this regard , it appears that your US operations have been profitable since
2010 and th at you expect revenues to continue to grow and operating profits to continue
to be positive.  In addition, in risk factors on pages 64 and 65 you disclose that you plan
to fully utilize the US net operating losses of Jazz Pharmaceuticals, Inc. prior to the ir
expiration and imply that the Azur Merger transaction with Jazz Pharmaceuticals, Inc. did
not result in an ownership change under Section 382 of the Internal Revenue Code
limiting your use of those net operating loss carryforwards.

Management’s Disc ussion and Analysis of Financial Condition and Results of Operations
Business and Financial Overview, page 27

10. Regarding your development pipeline activities, please provide us proposed disclosure to
be included in future periodic reports, that includes th e following for each of your
research and development projects:
 The nature, objective, and current status of the project;
 The costs incurred during each period presented and to date;
 The nature of efforts and steps necessary to complete the project;
 The ri sks and uncertainties associated with completing development;

Ms. Karen J. Wilson
Jazz Pharmaceuticals plc
 December 21, 2012
 Page 4

  The extent and nature of additional resources that need to be obtained if current
liquidity is not expected to be sufficient to complete the project; and
 Where a future milestone such as comple tion of a development phase, date of filing
an NDA with a regulatory agency, or approval from a regulatory agency can be
reliably determined, disclosure should be made.

If you do not maintain any research and development costs by project, disclose that fact
and explain why management does not maintain and evaluate research and development
costs by project.  Provide other quantitative or qualitative disclosure that indicates the
amount of the company’s resources being used on the project .

Item 1A. Risk F actors, page 39

11. As a public company, your auditor is required by law to undergo regular Public Company
Accounting Oversight Board (PCAOB) inspections to assess its compliance with U.S.
law and professional standards in connection with its audits of financial statements fi led
with the SEC. The PCAOB, however, is currently unable to inspect the audit work and
practices of your auditor (see http://pcaobus.org/Internationa l/Inspections/Pages/
IssuerClientsWithoutAccessList.aspx ). As a result of this obstacle, investors in U.S.
markets who rely on your auditor’s audit reports are deprived of the benefits of PCAOB
inspections of auditors. Therefore, please provide us propose risk factor disclosure to be
included in future periodic reports that states this fact under a separate risk factor
heading. Explain that this lack of inspection prevents the PCAOB from regularly
evaluating your auditor’s audits and its quality control pro cedures.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing s to be certain that the filing s include s all information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding t o our comment s, please provide  a written statemen t from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing s;
 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing s; and
 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Ms. Karen J. Wilson
Jazz Pharmaceuticals plc
 December 21, 2012
 Page 5

 You may contact Sasha Parikh, Staff Accountant, at (202) 551 -3627 or Mark Brunhofer ,
Senior St aff Accountant, at (202) 551 -3638 if you have questions regarding the comment s. In
this regard, do not hesitate to contact me at (202) 551 -3679.

Sincerely,

        /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant