SecProbe.io

December 22, 2014

Via E -mail
Matthew P. Young
Chief Financial Officer
Jazz Pharmaceuticals PLC
Fourth Floor, Connaught House
One Burlington Road
Dublin 4, Ireland

Re: Jazz Pharmaceuticals PLC
 Form 10 -K for the Fiscal Year Ended December  31, 2013
 Filed February 25 , 2014
 Form 10 -Q for the Quarterly Period Ended September 30, 2014
 Filed November 4, 2014
 File No. 001-33500

Dear Mr. Young :

We have limited our review to only your fi nancial statements and related disclosures and
do not intend to expand our review to other portions of your documents .  In our comments, 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 response.  If you do not
believe a comment  applies 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 keys your
response s to our comment s.

After reviewing the information provided, we may raise additional comments and/or
request that you amend your filing s.

Form 10 -Q for the  Quarterly period Ended September 30, 2014
Notes to Condensed Consolidated Financial Statements

7. Debt

Exchangeable Senior Notes , page 20

1. Tell us if there is a book -tax basis difference for the liability component of your
exchangeable senior notes and if you  recognized a deferred tax liability related to the
difference and why or why not.

Matthew P. Young
Jazz Pharmaceuticals PLC
December 22 , 2014
Page 2

 2. It appears the exchangeable senior notes issued in August 2014 contain redemption
features. Provide us your analysis that supports your conclusion that none of the
redempti on features are required to be bifurcated in accordance with ASC 815 -15.
Specifically address whether the debt involves a substantial discount in accordance with
ASC 815 -15-25-40 through 43.

Amendment of Credit Facility and Term Loan Refinancing , page 21

3. Please provide us your analysis under ASC 470 -50-40 supporting your conclusion that
the January 23, 2014  second amendment to the credit agreement  was a modification and
not an extinguishment.

13. Income Taxes, page 29

4. Please provide us your analysis un der ASC 740 -10-25 supporting your treatment of the
$202.0 million in upfront and milestone payments for rights to JZP -110 and to defibrotide
in the Americas  as i) temporary differences or ii) differences that are not temporary.

We urge all persons who are  responsible for the accuracy and adequacy of the disclosure
in the filing s to be certain that the filin gs include the 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 to our comment, please provide a written statement from the company
acknowledging that:
 the company is responsible for the adequacy and accuracy of the disclosure in the filing s;
 staff comment s or changes to disclosure in response to staff comment s do not foreclose
the Commission from taking any action with respect to the filing s; and
 the compa ny may not assert staff commen ts as a defense in any proceeding initia ted by
the Commission or any person under the federal securities laws of the United States.

You may contact Lisa Vanjoske , Assistant Chief  Accountant, at (202) 551 -3614 if you
have any 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