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SEC Response Letter

 January 22, 2013

 Via EDGAR

 Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

 U.S.
Securities and Exchange Commission

 Division of Corporate Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

Re:
Jazz Pharmaceuticals plc

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

Filed February 28, 2012

Form 10-Q for the Quarterly Period Ended September 30, 2012

Filed November 9, 2012

File No. 001-33500

 Dear
Mr. Rosenberg:

 Jazz Pharmaceuticals plc (the “Company”) is providing this letter in response to comments received
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated December 21, 2012 (the “Comment Letter”), regarding the
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (the “Form 10-K”) and the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 (the
“Form 10-Q”). The following information is provided in response to the Staff’s comments included in the Comment Letter, which comments are reproduced below in italicized type. Please note that the headings and numbering
set forth below correspond to the headings and numbering contained in the Comment Letter.

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

 Management’s Discussion and Analysis of Financial Condition 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 revised disclosure to be included in future periodic reports that elaborates on why volume and prices changed.

 The Company acknowledges the Staff’s comment and in its future periodic reports, the Company will enhance its disclosures to include an indication of the underlying reasons for price and volume
changes when such underlying reasons are material and determinable. With respect to the Staff’s request for proposed revised disclosure, although the Company believes that it has provided the information necessary to an understanding of changes
in its results of operations in the Form 10-K and subsequent Quarterly Reports on Form 10-Q, the Company proposes the following revised disclosure as an example of how the Company would elaborate on the underlying reasons for volume and price
changes in response to the Staff’s comment. The following sample revised disclosure elaborates on the increase in Xyrem product sales from 2010 to 2011:

 Fourth Floor,
Connaught House,

One Burlington Road, Dublin 4, Ireland

 p 353.1.634.7800    f
353.1.634.7850

Jazz Pharmaceuticals plc. Registered in Ireland (company number 399192). Registered Office: Fourth Floor, Connaught House, One Burlington Road, Dublin 4, Ireland.
Directors: Bruce C. Cozadd - Chairman (USA), Paul L. Berns (USA), Patrick G. Enright (USA), James C. Momtazee (USA), Seamus Mulligan, Kenneth W. O’Keefe (USA), Catherine A. Sohn (USA), Rick E Winningham (USA)

 U.S. Securities and Exchange Commission

 January 22, 2013

  Page
 2

 “Xyrem product sales increased in 2011 compared to 2010 primarily due to a higher
average net selling price in the 2011 period resulting from price increases that we instituted in 2011 and, to a lesser extent, an increase in sales volume of 11% in 2011. Price increases were instituted based on market analysis. The increase
in sales volume in the 2011 period was primarily driven by an increase in the average number of patients on Xyrem, which we believe resulted primarily from targeting newly identified physicians treating narcolepsy patients which led to a growing
number of first time prescription fills, as well as increases over the 2010 period in the number of patients who continued to refill their Xyrem prescriptions as a result of our efforts to improve patient support services.”

As noted above, to the extent the underlying reasons for price and volume changes disclosed in the Company’s future periodic reports
are material and determinable, the Company will provide disclosure similar in scope to the above that elaborates on such reasons.

Contractual Obligations, page 62

2.
Please provide additional disclosure to be provided in future filings to quantify potential amounts relating to your 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.

In response to the Staff’s comment, the Company proposes to revise the presentation of its contractual obligations in its future
filings, commencing with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (the “2012 Form 10-K”), to include additional disclosure that quantifies potential amounts that have been
omitted from the table of contractual obligations, which revised disclosure will be made in substantially the form presented on Exhibit A hereto.

 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.

 In response to the Staff’s comment, the Company
respectfully notes that, prior to 2012, the trading history of the Company’s common shares was less than the expected term of options granted to employees. In this regard, the common shares of the Company’s predecessor, Jazz
Pharmaceuticals, Inc., did not commence trading until June 1, 2007. Accordingly, the Company supplemented its analysis of its historical and implied volatilities with the historical volatilities of common stock of peer companies over the period
equal to the expected term of the options.

 The companies included in the peer group were as follows: Acorda Therapeutics,
Inc.; Alkermes, Inc.; Auxilium Pharmaceuticals, Inc.; Depomed, Inc.; Enzon Pharmaceuticals, Inc.; Isis Pharmaceuticals, Inc.; ISTA Pharmaceuticals, Inc.; InterMune Inc.; The Medicines Company; Onyx Pharmaceuticals, Inc.; Questcor Pharmaceuticals,
Inc.; Salix Pharmaceuticals, Ltd.; Santarus, Inc.; and ViroPharma Incorporated. The peer group companies each operated in the pharmaceutical industry, had annual revenues of less than $0.5 billion in their most recent fiscal year as reported in
annual reports on Form 10-K filed with the Commission prior to December 31, 2011 (which compares to the Company’s annual revenue of $272 million for the year ended December 31, 2011), and had less than 1,000 employees (which compares
to the Company’s 431 regular employees at February 21, 2012).

 U.S. Securities and Exchange Commission

 January 22, 2013

  Page
 3

 The Company also respectfully advises the Staff that, beginning in the fiscal year ended
December 31, 2012, the Company now relies only on historical and implied volatilities of its own common shares (including those of its predecessor, Jazz Pharmaceuticals, Inc.) since the Company has now accumulated a sufficient trading history
to measure historical volatility over a period equal to the expected term of the options it grants to employees.

 The Company
notes that ASC 718-10-50-2(f)(2) requires disclosure of the range of expected volatilities if different volatilities are used during the contractual term of a stock-based compensation award. In this regard, the Company respectfully advises the Staff
that it does not use different volatilities during the expected term of an option and relies on a single volatility estimate that can be different for different option grants. In the Company’s future periodic reports, as applicable, the Company
will include disclosure in substantially the following form to address this point:

 “We use a single volatility estimate
for each option grant. The weighted average volatility is determined by calculating the weighted average of volatilities for all options granted in a given year.”

 Form 10-Q for the Quarterly Period 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 proposed
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 the 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 measurement period adjustments recognized during the reporting period as required by ASC 805-10-50-6.

 The Company acknowledges the Staff’s comment included in the first bullet point above and will revise its future periodic reports, as applicable, to replace all references to a purchase price
allocation with references to the fair values of assets acquired and liabilities assumed in the Azur Merger and EUSA Acquisition under the acquisition method of accounting. The Company also acknowledges the Staff’s comment included in the
second bullet point above and will revise its future periodic reports, as applicable, to specifically identify assets, liabilities and items of consideration which are preliminary or provisional, the reasons why its initial accounting is incomplete
and the nature and amount of any measurement period adjustments recognized during the reporting period. The Company is currently in the process of evaluating whether any measurement period adjustments are required to be recorded in the fourth
quarter of 2012 related to pre-acquisition contingencies, income taxes and residual goodwill. At the present time, the Company is not aware of any significant measurement period adjustments and expects to finalize its evaluation of the initial
accounting for the Azur Merger and EUSA Acquisition as of December 31, 2012. The Company will provide updated disclosure in the 2012 Form 10-K, as applicable.

 In response to the Staff’s request for proposed disclosure to be included in future periodic reports that reflects the foregoing, the disclosures included in the final five paragraphs under each of
the headings “–Merger with Azur Pharma” and “–Acquisition of EUSA Pharma” on pages 11 through 13 of the Form 10-Q would be replaced with the proposed disclosure substantially as set forth on Exhibit B hereto in
the applicable future periodic reports, commencing with the 2012 Form 10-K, which assumes that the evaluation of the initial accounting for both the Azur Merger and the EUSA Acquisition will be complete and no measurement period adjustments to
assets, liabilities or other items of consideration related to these transactions will be made.

 U.S. Securities and Exchange Commission

 January 22, 2013

  Page
 4

 Merger with Azur Pharma, page 10

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

 In
response to the Staff’s comment, the Company will, commencing with the 2012 Form 10-K, revise its disclosure to disaggregate the amount of total intangible assets acquired to provide the name of each acquired technology and its estimated fair
value. The proposed revised disclosure reflecting the foregoing is set forth on Exhibit B hereto under the heading “Merger with Azur Pharma.”

 Acquisition 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.

In response to the Staff’s comment, the Company will, commencing with the 2012 Form 10-K, revise its disclosure to disaggregate the
amount of total intangible assets acquired to provide the name of each acquired technology and its estimated fair value. The proposed revised disclosure reflecting the foregoing is set forth on Exhibit B hereto under the heading
“Acquisition of EUSA Pharma.”

 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 connection with the Azur Merger. Please separately reference for us the authoritative literature you relied upon to support your accounting.

 In response to the Staff’s comment, the Company will, commencing with the 2012 Form 10-K, revise its future
periodic reports, as applicable, to include substantially the following disclosure:

 “In 2012, we paid $25.3 million of
income tax withholdings on behalf of certain employees of Jazz Pharmaceuticals, Inc. related to the net share settlement of exercised share options in connection with the Azur Merger. The number of shares issued to employees upon the net share
settlement of the exercised share options was decreased by a number of shares having a total fair value on the date of the net share settlement equal to the amount of the income tax withholdings paid. The $25.3 million of income tax withholdings
paid was recorded as a reduction to additional paid-in capital.”

 The Company also respectfully advises the Staff that it
believes that the payment of minimum statutory income tax withholdings on behalf of the employees and issuing shares net of those withholdings is substantially similar to a direct repurchase of treasury stock from the employees. Therefore,
consistent with the guidance in ASC Topic 505-30-30-8 for treasury stock purchased for retirement or for constructive retirement, the fair value of the shares retained by the Company equal to the amount necessary to satisfy the minimum statutory
income tax withholdings was deducted from shareholders’ equity.

 U.S. Securities and Exchange Commission

 January 22, 2013

  Page
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 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.

 In response to the Staff’s comment, the Company respectfully advises the Staff that the Company allocates its tax provision between continuing operations and discontinued operations in accordance
with ASC Topic 740-20-45-12 and Example 2 in ASC Topic 740-20-55-8. As a matter of background, the value of, and profit and the losses attributable to, the women’s health business were both prior to and after the Azur Merger substantially
recognized and held outside of the United States in a non-taxable jurisdiction where a tax benefit is not available. During the three and nine months ended September 30, 2012, the women’s he