AMENDMENT No. 1, dated as of July 12, 2016 (this “Amendment”), to the Credit Agreement, dated as of June 18, 2015, by and among Jazz Pharmaceuticals Public Limited Company, a public limited company organized under the laws of Ireland (“Parent”), Jazz...

EXECUTION VERSION

AMENDMENT No. 1, dated as of July 12, 2016 (this “Amendment”), to the Credit Agreement, dated as of June 18, 2015, by and among Jazz Pharmaceuticals Public Limited Company, a public limited company organized under the laws of Ireland (“Parent”), Jazz Securities Limited, a Section 110 company incorporated under the laws of Ireland (the “Lead Borrower”), Jazz Pharmaceuticals, Inc., a Delaware corporation (the “U.S. Borrower”), Jazz Financing I Limited, a company incorporated under the laws of Ireland (“Jazz Financing I”), Jazz Pharmaceuticals Ireland Limited, a company incorporated under the laws of Ireland (together with the Lead Borrower and Jazz Financing I, the “Irish Borrowers” and, together with the U.S. Borrower, the “Borrowers” and each, a “Borrower”), the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent (the “Administrative Agent”), Collateral Agent, Swing Line Lender and L/C Issuer (as amended, restated, modified and supplemented prior to the date hereof, the “Original Credit Agreement”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement (as defined below).

WHEREAS, Parent intends to directly or indirectly acquire (the “Celator Acquisition”) all of the common stock of Celator Pharmaceuticals, Inc., a Delaware corporation (“Celator”), in a cash tender offer followed by a merger pursuant to the Agreement and Plan of Merger, dated as of May 27, 2016, among Parent, Celator and Plex Merger Sub, Inc., an indirect wholly-owned subsidiary of Parent (“Plex Merger Sub”) (including the schedules and exhibits thereto, the “Celator Merger Agreement”);

WHEREAS, Parent desires to establish an Incremental Revolving Increase with Incremental Revolving Commitments in an aggregate principal amount of $500,000,000 (the “New Revolving Commitments”);

WHEREAS, this Amendment shall be considered an Increase Joinder pursuant to Section 2.15(c) of the Original Credit Agreement;

WHEREAS, Section 2.15(c) of the Original Credit Agreement provides that an Increase Joinder may, without the consent of any other Lenders, effect such amendments to the Original Credit Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of Section 2.15 of the Original Credit Agreement;

WHEREAS, in addition to the foregoing, the Parent desires to amend the Original Credit Agreement to effect the amendments set forth herein;

WHEREAS, the Lender identified on Schedule I hereto (which shall have executed and delivered a signature page as set forth in Annex I hereto) (the “Incremental Revolving Lender”) has agreed to provide New Revolving Commitments in the amount set forth opposite such Lender’s name on Schedule I hereto under the column “New Revolving Commitments” and consents to the amendments reflected in this Amendment; and

WHEREAS, each other Lender that has executed this Amendment (as set forth in Annex II hereto) consents to the other amendments reflected in this Amendment.

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NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1. Amendments/Waivers.

(a)The Original Credit Agreement is, effective as of the Amendment No. 1 Effective Date, hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Original Credit Agreement attached as Exhibit A hereto (the Original Credit Agreement, as so amended, being referred to as the “Amended Credit Agreement”).

(b)Effective as of the Amendment No. 1 Effective Date, a new Schedule 5.10(a) is added in the form of Schedule IV hereto.

(c)Each of Schedule 2.01 and Schedule 5.06 to the Original Credit Agreement is, effective as of the Amendment No. 1 Effective Date, hereby amended and replaced in its entirety by Schedule II and Schedule III hereto.

Section 2. Incremental Revolving Commitments.

(a)The Incremental Revolving Lender hereby agrees to provide New Revolving Commitments in the amount set forth opposite such Lender’s name on Schedule I hereto under the column “New Revolving Commitments”.

(b)The Incremental Revolving Lender (i) confirms that it has received a copy of each of the Loan Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and provide the New Revolving Commitments; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents; (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as an Incremental Revolving Lender.

Section 3. Rebalancing. Notwithstanding the provisions of the last sentence of Section 2.15(d) of the Original Credit Agreement or any other provisions of the Loan Documents, the Lead Borrower shall not be required to prepay any Loans on the Amendment No. 1 Effective Date as a result of this Amendment and, on the Amendment No. 1 Effective Date, each

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of the Lenders agrees to assign certain of its Term Loans or Revolving Commitments and Revolving Loans, as applicable, to other Lenders in order to effectuate the allocations set forth on Schedule II hereto (the “Rebalancing”), and the Borrowers hereby consent to any such assignments in connection with the Rebalancing. The Administrative Agent is hereby authorized to take all actions as may be reasonably necessary to effectuate the Rebalancing and the Administrative Agent is hereby authorized to ▇▇▇▇ the Register accordingly. Notwithstanding anything in the Loan Documents to the contrary, no Loan Party shall have any liability for any additional amounts required pursuant to Section 3.05 in connection with any Rebalancing to the extent such additional amounts are owed to a Lender that delivers an executed signature page hereto.

Section 4. Representations and Warranties, No Default. In order to induce the Lenders to enter into this Amendment, to commit to the New Revolving Commitments and to amend the Original Credit Agreement in the manner provided herein, the Loan Parties represent and warrant to each Lender that:

(a)After giving effect to this Amendment, the representations and warranties of the Loan Parties contained in Article V of the Amended Credit Agreement and in any other Loan Document, or which are contained in any Compliance Certificate furnished at any time under or in connection therewith, are (i) in the case of representations and warranties qualified by “materiality,” “Material Adverse Effect” or similar language, true and correct in all respects and (ii) in the case of all other representations and warranties, true and correct in all material respects, in each case on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on the basis set forth above as of such earlier date; the representations and warranties contained in subsection (b) of Section 5.05 of the Amended Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Original Credit Agreement; and

(b)At the time of and immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

Section 5. Effectiveness. Section 1 of this Amendment shall become effective on the date (such date, if any, the “Amendment No. 1 Effective Date”) that the following conditions have been satisfied:

(a)Consents. The Administrative Agent shall have received executed signature pages hereto from (i) Lenders constituting the Required Lenders under the Original Credit Agreement, (ii) each Lender (after giving effect to any assignments from Non-Consenting Lenders), (iii) the Incremental Revolving Lender and (iv) each of the Loan Parties.

(b)Notice of Borrowing. The Administrative Agent shall have received a duly completed Notice of Borrowing for any Revolving Loans to be borrowed on the Amendment No. 1 Effective Date.

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(c)Celator Acquisition. The Celator Acquisition shall have been consummated or shall be consummated not later than substantially concurrently with the Amendment No. 1 Effective Date in accordance with the terms of the Celator Merger Agreement, but without giving effect to any amendment, modification or waiver of any term of the Celator Merger Agreement or any condition to Parent’s or Plex Merger Sub’s obligation to consummate the Celator Acquisition thereunder (other than any such amendment, modification or waiver that is not materially adverse to any interest of the Lenders) except with the prior written consent of the Amendment No. 1 Arrangers (it being understood that any reduction in the price that is less than or equal to 10% of the total consideration set forth in the Celator Merger Agreement as of May 27, 2016 will not be deemed to be materially adverse to the interests of the Lenders and will not require the prior written consent of the Amendment ▇▇. ▇ ▇▇▇▇▇▇▇▇▇).

(▇)No Material Adverse Effect. Since December 31, 2015, there shall not have been any Company Material Adverse Effect (as defined in the Celator Merger Agreement as of May 27, 2016). Since December 31, 2015, there shall not have occurred any change, event, circumstance or occurrence that, individually or in the aggregate, has or would reasonably be expected to have a material adverse effect on the business, property, results of operations, or financial condition of Parent and its subsidiaries, taken as a whole (after taking into account any applicable insurance and any applicable indemnification (to the extent the provider of such insurance or indemnification has the financial ability to support its obligations with respect thereto and is not disputing or refusing to acknowledge the same)).

(e)Fees and Expenses. Parent shall have paid (or caused to be paid) to the Amendment No. 1 Arrangers and the Administrative Agent all fees and expense reimbursements required to be paid to it on the Amendment No. 1 Effective Date as Parent shall have separately agreed in writing. In addition, Parent shall have paid (or caused to be paid) to the Administrative Agent, for the account of each Lender that has returned an executed counterpart hereof to the Administrative Agent, a non-refundable upfront fee in such amount as agreed with such Lender (if any).

(f)Legal Opinions. The Administrative Agent shall have received favorable written opinion of (i) ▇▇▇▇▇▇ LLP, U.S. counsel to the Loan Parties, (ii) A&L Goodbody, Irish counsel to the Loan Parties, (iii) ▇▇▇▇▇▇ ▇▇▇, Irish counsel to the Administrative Agent, (iv) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, Bermuda counsel to the Loan Parties, (v) Ellul & Co., Gibraltar counsel to the Loan Parties and (vi) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to the Loan Parties, in each case addressed to the Administrative Agent, Collateral Agent, each Lender and each L/C Issuer, dated the Amendment No. 1 Effective Date, in form reasonably satisfactory to the Administrative Agent; provided that to the extent any of the above referenced opinions are to be delivered in conjunction with foreign security documents required to be delivered under clause (i)(7) below and any such foreign security document is delivered post-closing under the terms of the last paragraph of this Section 5 then the applicable opinion may also be delivered post-closing.

(g)Officer’s Certificate. The Administrative Agent shall have received a certificate, dated the Amendment No. 1 Effective Date and signed by a Responsible Officer of Parent on behalf of each Loan Party, confirming compliance with the conditions precedent set

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forth in clauses (c), (d), (l) and (n) of this Section 5 and demonstrating compliance with the conditions set forth in Section 2.15 of the Original Credit Agreement (and setting forth the pro forma calculations of the Secured Leverage Ratio and Interest Coverage Ratio).

(h)Organization Documents. After giving effect to the transactions contemplated hereby (including the Celator Acquisition), the Administrative Agent shall have received: (i) a copy of the Organization Documents, including all amendments thereto, of each Loan Party (including Celator and each of its Subsidiaries that are not Excluded Subsidiaries (collectively, the “Celator Guarantors”)), certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization to the extent applicable; (ii) a certificate as to the good standing (or comparable status) of each Loan Party (including each Celator Guarantor) from such Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization, as of a recent date; provided that to the extent a certificate of good standing (or comparable status) is not applicable in the jurisdiction of any Loan Party that is a Foreign Subsidiary, such Loan Party shall provide an Officer’s Certificate in form and substance reasonably satisfactory to the Administrative Agent; (iii) a certificate of the Secretary or Assistant Secretary or other applicable Responsible Officer of each Loan Party (including each Celator Guarantor) dated the Amendment No. 1 Effective Date and certifying (A) that the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing or comparable status from its jurisdiction of organization furnished pursuant to clause (ii) above (to the extent applicable in the relevant Loan Party’s jurisdiction) and remains in full force and effect; (B) that attached thereto is a true and complete copy of the Organization Documents as in effect on the Amendment No. 1 Effective Date and at all times since the date of the resolutions described in clause (C) below or certifying that such Organization Documents have not been amended since such date, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment, joinders to any Loan Documents, and any other documents required to be executed by such Loan Party pursuant to this Section 5 (the “Amendment Documents”) and, in the case of the Borrowers, the borrowings under the Amended Credit Agreement, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and are the only resolutions authorizing the execution, delivery and performance of the Amendment Documents; and (D) as to the incumbency and specimen signature of each Responsible Officer executing any Amendment Document; and (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or other applicable Responsible Officer executing the certificate pursuant to clause (iii) above.

(i)Perfection of Personal Property Security Interests and Pledges; Search Reports. On or prior to the Amendment No. 1 Effective Date, the Collateral Agent shall have received:

(1)a Perfection Certificate executed by each Celator Guarantor;

(2)subject to the final paragraph of this Section 5, appropriate financing statements (Form UCC-1 or such other

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financing statements or similar notices as shall be required by local Law), authorized for filing under the UCC or other applicable local law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the Collateral Agent, to perfect the security interests intended to be created by the Collateral Documents with respect to the Celator Guarantors;

(3)certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, Tax and judgment lien searches or equivalent reports or searches within the United States, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party (including any Celator Guarantor) as debtor and that are filed in those state and county jurisdictions in which the U.S. Borrower or any Domestic Guarantor (including any Celator Guarantor that is a Domestic Guarantor) is organized or maintains its principal place of business and such other searches within the United States that are required by the Perfection Certificate or that the Collateral Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens);

(4)subject to the final paragraph of this Section 5, all of the Pledged Collateral in or held by any Celator Guarantor, which Pledged Collateral shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance reasonably satisfactory to the Collateral Agent;

(5)satisfactory up to date searches on the Loan Parties incorporated in Ireland and evidence that all acts appearing thereon which the Lenders require to be discharged have been fully discharged to the satisfaction of the Collateral Agent together with satisfactory priority searches in the Property Registration Authority of Ireland in respect of Mortgaged Property located in Ireland (if any);

(6)all other filings and recordings of or with respect to the Collateral Documents and of all other actions in each case to the extent required by such Collateral Documents; and

(7)duly executed counterparts from each party thereto of each of the documents set forth on Schedule V hereto.

(j)Accession Agreement and Joinder to Collateral Agreements. The Administrative Agent shall have received (i) executed signature pages to an Accession Agreement (as defined in the Guaranty Agreement) from the Celator Guarantors and (ii) executed signature pages to a joinder agreement to the U.S. Security Agreement from the Celator Guarantors that are Domestic Guarantors substantially in the form of Exhibit V to the U.S. Security Agreement.

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(k)Solvency Certificate. On or prior to the Amendment No. 1 Effective Date, Parent shall have delivered or caused to be delivered to the Administrative Agent a solvency certificate from a Responsible Officer or chief accounting officer of Parent, substantially in the form of Exhibit K to the Original Credit Agreement, setting forth the conclusions that, after giving effect to the consummation of the transactions contemplated herein, Parent and its Subsidiaries (on a consolidated basis) are Solvent.

(l)Representations and Warranties. On the Amendment No. 1 Effective Date, the representations and warranties set forth in Section 4(a) above shall be true and correct on the basis set forth therein.

(m)PATRIOT Act. The Administrative Agent and the Amendment No. 1 Arrangers shall have received at least three business days prior to the Amendment No. 1 Effective Date, all documentation and other information about the Borrowers and the Guarantors (including the Celator Guarantors) as required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent reasonably requested by any Lender to the Administrative Agent or any Amendment No. 1 Arranger and conveyed by the Administrative Agent or any Amendment No. 1 Arranger, as applicable, to the Lead Borrower in writing at least 10 days prior to the Amendment No. 1 Effective Date.

(n)No Default. No Default or Event of Default shall exist or would result from the proposed Credit Extensions on the Amendment No. 1 Effective Date or from the application of the proceeds thereof.

(o)Compliance with Financial Covenants. After giving effect to the transactions contemplated hereby, Parent shall be in compliance with the covenants set forth in Section 7.10 of the Original Credit Agreement on a pro forma basis in accordance with Sections 1.03(c) of the Original Credit Agreement.

Without limiting the generality of the provisions of Section 9.04 of the Original Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 5, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, or waived each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Amendment No. 1 Effective Date specifying its objection thereto.

Notwithstanding anything in this Amendment to the contrary it is understood that, (x) to the extent any Celator Guarantor does not become a Guarantor on or prior to the Amendment No. 1 Effective Date, the provision of any agreements, documents, certificates or opinions relating to such Celator Guarantor (other than delivery of the Pledged Collateral relating to the Equity Interests in Celator) provided for in this Section 5 will not constitute a condition precedent to the effectiveness of the Amendment and the availability of the Facilities under the Amended Credit Agreement on the Amendment No. 1 Effective Date (it being understood that (1) the Borrowers and Parent agree to provide such agreements, documents, certificates or opin-

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ions within the time periods provided therefor in Section 6.09 of the Amended Credit Agreement to the extent required thereby and (2) Celator shall be required to become a Guarantor within the time period provided therefor in Section 6.09 of the Amended Credit Agreement, regardless of whether or not it constitutes a Material Subsidiary) and (y) to the extent any documents set forth on Schedule V hereto, are not provided on the Amendment No. 1 Effective Date after Parent’s and the Borrowers’ use of commercially reasonable efforts to do so, the provision of such documents will not constitute a condition precedent to the Amendment and the availability of the Facilities under the Amended Credit Agreement on the Amendment No. 1 Effective Date, but the Borrowers and Parent agree to provide such documents no later than 90 days after the Amendment No. 1 Effective Date (subject to extension by the Administrative Agent in its reasonable discretion).

Section 6. Post-Closing Collateral Matters. The Loan Parties shall execute and deliver the documents and complete the tasks set forth on Schedule VI hereto, in each case within the time limits specified on such schedule subject to the extension by the Administrative Agent in its sole discretion.

Section 7. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 8. Applicable Law. THIS AMENDMENT AND THE OTHER AMENDMENT DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER AMENDMENT DOCUMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL (EXCEPT, AS TO ANY OTHER AMENDMENT DOCUMENT, AS EXPRESSLY SET FORTH THEREIN), BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK; PROVIDED, HOWEVER, THAT EACH OF (A) THE INTERPRETATION OF THE DEFINITION OF COMPANY MATERIAL ADVERSE EFFECT AND WHETHER THERE SHALL HAVE OCCURRED A COMPANY MATERIAL ADVERSE EFFECT AND (B) WHETHER THE CELATOR ACQUISITION SHALL HAVE BEEN CONSUMMATED IN ACCORDANCE WITH THE TERMS OF THE CELATOR MERGER AGREEMENT, IN EACH CASE, SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES OF SUCH STATE TO THE EXTENT THAT THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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Section 9. Headings. Section and Subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.

Section 10. Effect of Amendment. Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or any other Agent, in each case under the Original Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Original Credit Agreement or any other provision of either such agreement or any other Loan Document. Each and every term, condition, obligation, covenant and agreement contained in the Amended Credit Agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. Each Loan Party reaffirms its obligations under the Loan Documents to which it is party and the validity of the guarantees and Liens granted by it pursuant to the Collateral Documents. This Amendment shall constitute a Loan Document for purposes of the Amended Credit Agreement and, from and after the Amendment No. 1 Effective Date, (x) all references to the Original Credit Agreement or Amended Credit Agreement in any Loan Document and all references in the Original Credit Agreement or Amended Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Original Credit Agreement, shall, unless expressly provided otherwise, refer to the Amended Credit Agreement and (y) all references to any other Loan Document amended hereby in any Loan Document and all references in such Loan Document to “this Agreement”, “hereunder”, “hereof” or words of like import referring to such Loan Document, shall, unless expressly provided otherwise, refer to such Loan Document as amended by this Amendment. Each of the Loan Parties hereby (i) consents to this Amendment, (ii) confirms that all obligations of such Loan Party under the Loan Documents to which such Loan Party is a party shall continue to apply to the Amended Credit Agreement and (iii) agrees that all security interests granted by it pursuant to any Loan Document shall secure the Senior Credit Obligations under the Amended Credit Agreement and the other Loan Documents.

Section 11. Submission to Jurisdiction; Waivers. Each of the parties hereto hereby irrevocably and unconditionally:

(a)(i) submits for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York sitting in New York County, and any appellate court from any thereof , in any action or proceeding arising out of or relating to this Amendment or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable Law, in such Federal court; and (ii) agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

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(b)waives, to the fullest extent permitted by applicable Laws, (i) any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Amendment or any other Loan Document in any court referred to in Section 11(a), and (ii) the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court;

(c)consents to service of process in any action or proceeding arising out of or relating to any Loan Document, in the manner provided for notices (other than telecopier) in Section 10.02 of the Amended Credit Agreement; and

(d)agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to ▇▇▇ in any other jurisdiction.

[The remainder of this page is intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.



	JAZZ PHARMACEUTICALS, INC., as U.S.
	Borrower

	By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Title: Chief Financial Officer

SIGNED for and on behalf of		/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
JAZZ PHARMACEUTICALS PUBLIC		▇▇▇▇▇ ▇▇▇▇▇▇
LIMITED COMPANY		Company Secretary
in the presence of:

/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
(Witness’ Signature)

/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
(Witness’ Name)

/s/ Connaught House
(Witness’ Address)

/s/ Chartered Secretary
(Witness’ Occupation)

SIGNED for and on behalf of		/s/ ▇▇▇▇▇▇▇ ▇’ ▇▇▇▇▇
JAZZ SECURITIES LIMITED		▇▇▇▇▇▇▇ ▇’▇▇▇▇▇
		Director
in the presence of:

/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
(Witness’ Signature)

/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
(Witness’ Name)

/s/ Connaught House
(Witness’ Address)

/s/ Chartered Secretary
(Witness’ Occupation)

[Signature Page to Amendment]




SIGNED for and on behalf of				/s/ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇
JAZZ PHARMACEUTICALS				▇▇▇▇▇▇▇ ▇'▇▇▇▇▇
IRELAND LIMITED				Director

in the presence of:

/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
(Witness’ Signature)

/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
(Witness’ Name)

/s/ Connaught House
(Witness’ Address)

/s/ Chartered Secretary
(Witness’ Occupation)

SIGNED for and on behalf of				/s/ ▇▇▇▇ ▇▇▇▇▇
JAZZ FINANCING I LIMITED				▇▇▇▇ ▇▇▇▇▇
				Director
in the presence of:

/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
(Witness’ Signature)

/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
(Witness’ Name)

/s/ Connaught House
(Witness’ Address)

/s/ Chartered Secretary
(Witness’ Occupation)

[Signature Page to Amendment]




GIVEN under the Common Seal of				{Common Seal}
JAZZ CAPITAL LIMITED
and DELIVERED AS A DEED
in the presence of:

/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇				/s/ ▇▇▇▇▇▇▇ ▇’▇▇▇▇▇
Witness Name				Name: ▇▇▇▇▇▇▇ ▇’▇▇▇▇▇
				Title: Director
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Witness Signature
				/s/ ▇▇▇▇ ▇▇▇▇▇
/s/ Connaught House				Name: ▇▇▇▇ ▇▇▇▇▇
Witness Address				Title: Director

/s/ Chartered Secretary
Witness Occupation

GIVEN under the Common Seal of
JAZZ FINANCING II LIMITED
and DELIVERED AS A DEED
in the presence of:

/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇				/s/ ▇▇▇▇▇▇▇ ▇’▇▇▇▇▇
Witness Name				Name: ▇▇▇▇▇▇▇ ▇’▇▇▇▇▇
				Title: Director
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Witness Signature
				/s/ ▇▇▇▇ ▇▇▇▇▇
/s/ Connaught House				Name: ▇▇▇▇ ▇▇▇▇▇
Witness Address				Title: Director

/s/ Chartered Secretary
Witness Occupation

[Signature Page to Amendment]



JAZZ INVESTMENTS I LIMITED

By:	/s/ ▇▇▇▇ ▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇
	Title: Director

JAZZ INVESTMENTS II LIMITED

By:	/s/ ▇▇▇▇ ▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇
	Title: Director

JAZZ PHARMACEUTICALS INTERNATIONAL LIMITED

By:	/s/ ▇▇▇▇ ▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇
	Title: Director

JAZZ PHARMACEUTICALS INTERNATIONAL II LIMITED

By:	/s/ ▇▇▇▇ ▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇
	Title: Director

JAZZ PHARMACEUTICALS INTERNATIONAL III LIMITED

By:	/s/ ▇▇▇▇ ▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇
	Title: Director

[Signature Page to Amendment]



JAZZ PHARMACEUTICALS EUROPE HOLDINGS LIMITED

By:	/s/ ▇▇▇▇ ▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇
	Title: Director

By:	/s/ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇
	Name: ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇
	Title: Director

JAZZ PHARMACEUTICALS LUX S.á.▇.▇.

By:	/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
	Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇
	Title: Manager

▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇ – ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Company No: B130062 Tax ID: 2007 2434 499 Share capital: EUR 59,713,225


JAZZ FINANCING LUX S.á.▇.▇.

By:	/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
	Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇
	Title: Manager

▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇ – ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Company No: B178623 Tax ID: 2013 2428 906 Share capital: USD 25,000

[Signature Page to Amendment]



JAZZ PHARMACEUTICALS HOLDINGS INC.

By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
	Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
	Title: Treasurer

[Signature Page to Amendment]



BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent


By:	/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
	Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
	Title: Assistant Vice President

[Signature Page to Amendment No. 1]



BANK OF AMERICA, N.A., as L/C Issuer and Swing Line Lender


By:	/s/ ▇▇▇▇▇ Alto
	Name: ▇▇▇▇▇ Alto
	Title: SVP

[Signature Page to Amendment No. 1]

The undersigned evidences its consent to the amendments reflected in this Amendment and agrees to provide the New Revolving Commitments set forth opposite such Lender's name on Schedule I to this Amendment.



BANK OF AMERICA, N.A.,

By:	/s/ ▇▇▇▇▇ Alto
	Name: ▇▇▇▇▇ Alto
	Title: SVP

[Signature Page to Amendment No. 1]

The undersigned Lender hereby evidences its consent to the amendments reflected in this Amendment.



Citibank, N.A.,

By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
	Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
	Title: Vice President

[Signature Page to Amendment No. 1]

The undersigned Lender hereby evidences its consent to the amendments reflected in this Amendment.



DNB (UK) Limited

By:	/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
	Name: ▇▇▇▇▇▇ ▇▇▇▇▇
	Title: SVP

By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
	Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
	Title: Authorised Signatory

[Signature Page to Amendment No. 1]

The undersigned Lender hereby evidences its consent to the amendments reflected in this Amendment.



JPMORGAN CHASE BANK, N.A.,

By:	/s/ ▇▇▇▇ ▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇
	Title: Executive Director

[Signature Page to Amendment No. 1]

The undersigned Lender hereby evidences its consent to the amendments reflected in this Amendment.



The Bank of Tokyo-Mitsubishi UFJ, Ltd.,

By:	/s/ ▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
	Name: ▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
	Title: Director

[Signature Page to Amendment No. 1]

The undersigned Lender hereby evidences its consent to the amendments reflected in this Amendment.



ROYAL BANK OF CANADA,

By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
	Title: Authorized Signatory

[Signature Page to Amendment No. 1]

The undersigned Lender hereby evidences its consent to the amendments reflected in this Amendment.



Sumitomo Mitsui Banking Corporation,

By:	/s/ ▇▇▇▇▇ ▇. ▇▇▇
	Name: ▇▇▇▇▇ ▇. ▇▇▇
	Title: Managing Director

[Signature Page to Amendment No. 1]

The undersigned Lender hereby evidences its consent to the amendments reflected in this Amendment.



BARCLAYS BANK PLC,

By:	/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
	Name: ▇▇▇▇▇▇ ▇▇▇▇▇
	Title: Vice President

[Signature Page to Amendment No. 1]

The undersigned Lender hereby evidences its consent to the amendments reflected in this Amendment.



CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH

By:	/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇
	Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇
	Title: Authorized Signatory

By:	/s/ ▇▇▇ ▇▇▇▇▇▇▇
	Name: ▇▇▇ ▇▇▇▇▇▇▇
	Title: Authorized Signatory

[Signature Page to Amendment No. 1]

The undersigned Lender hereby evidences its consent to the amendments reflected in this Amendment.



HSBC Bank plc, (Dublin Branch)

By:	/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
	Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
	Title: Head of Corporates

By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
	Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
	Title: Senior Manager

[Signature Page to Amendment No. 1]

The undersigned Lender hereby evidences its consent to the amendments reflected in this Amendment.



HSBC Bank USA, N.A.

By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title: Assistant Vice President

[Signature Page to Amendment No. 1]

The undersigned Lender hereby evidences its consent to the amendments reflected in this Amendment.



▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BANK, N.A.

By:	/s/ ▇▇▇▇▇▇▇ ▇▇▇▇
	Name: ▇▇▇▇▇▇▇ ▇▇▇▇
	Title: Authorized Signatory

[Signature Page to Amendment No. 1]

The undersigned Lender hereby evidences its consent to the amendments reflected in this Amendment.



SunTrust Bank,

By:	/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
	Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
	Title: Director

[Signature Page to Amendment No. 1]

The undersigned Lender hereby evidences its consent to the amendments reflected in this Amendment.



CITIZENS BANK, N.A.

By:	/s/ R. ▇▇▇▇▇ ▇▇▇▇▇▇▇
	Name: R. ▇▇▇▇▇ ▇▇▇▇▇▇▇
	Title: Managing Director

[Signature Page to Amendment No. 1]

The undersigned Lender hereby evidences its consent to the amendments reflected in this Amendment.



Associated Bank, NA

By:	/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
	Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
	Title: Senior Vice President and Team Leader

[Signature Page to Amendment No. 1]

The undersigned Lender hereby evidences its consent to the amendments reflected in this Amendment.



Taiwan Cooperative Bank, Ltd., Seattle Branch,

By:	/s/ Cheng-Pin Chou
	Name: Cheng-Pin Chou
	Title: VP & General Manager

[Signature Page to Amendment No. 1]

SCHEDULE I

Incremental Revolving Lender and New Revolving Commitment



Incremental Revolving Lender	New Revolving Commitment
Bank of America, N.A.	$500,000,000.00
Total	$500,000,000.00

SCHEDULE II

Schedule 2.01

Lenders and Commitments



Lender	Term Commitment
Bank of America, N.A.	$	114,016,708.33
Citibank, N.A.	$	58,296,529.97
DNB (UK) Limited	$	58,296,529.97
JPMorgan Chase Bank, N.A.	$	58,296,529.97
Royal Bank of Canada	$	58,296,529.97
Sumitomo Mitsui Banking Corporation	$	58,296,529.97
The Bank of Tokyo-Mitsubishi UFJ, Ltd.	$	58,296,529.97
Barclays Bank PLC	$	41,900,630.91
Credit Suisse AG, Cayman Islands Branch	$	41,900,630.91
HSBC Bank PLC (Dublin Branch)	$	36,093,750.00
HSBC Bank USA, N.A.	$	5,806,880.91
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A.	$	41,900,630.91
SunTrust Bank	$	41,900,630.91
Taiwan Cooperative Bank, Ltd., Seattle Branch	$	19,427,692.31
Citizens Bank, N.A.	$	18,217,665.62
Associated Bank, National Association	$	10,930,599.37
Total	$	721,875,000.00



Lender	Revolving Commitment
Bank of America, N.A.	$	231,072,555.20
Citibank, N.A.	$	100,946,372.24
DNB (UK) Limited	$	100,946,372.24
JPMorgan Chase Bank, N.A.	$	100,946,372.24
Royal Bank of Canada	$	100,946,372.24
Sumitomo Mitsui Banking Corporation	$	100,946,372.24
The Bank of Tokyo-Mitsubishi UFJ, Ltd.	$	100,946,372.24
Barclays Bank PLC	$	72,555,205.05
Credit Suisse AG, Cayman Islands Branch	$	72,555,205.05
HSBC Bank PLC (Dublin Branch)	$	38,437,500.00
HSBC Bank USA, N.A.	$	34,117,705.05
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A.	$	72,555,205.05
SunTrust Bank	$	72,555,205.05
Citizens Bank, N.A.	$	31,545,741.32
Associated Bank, National Association	$	18,927,444.79
Total	$	1,250,000,000.00

SCHEDULE III

Schedule 5.06

Litigation

After receiving additional Paragraph IV Certification notices from ▇▇▇▇▇▇, the U.S. Borrower filed three actions against ▇▇▇▇▇▇ in the District Court on February 20, 2015, June 1, 2015 and January 27, 2016 that have since been consolidated (the “Second ▇▇▇▇▇▇ Consolidated Case”). In the Second ▇▇▇▇▇▇ Consolidated Case, the U.S. Borrower alleges that five of the U.S. Borrower’s patents covering Xyrem are or will be infringed by Roxane’s ANDA and seeks a permanent injunction to prevent ▇▇▇▇▇▇ from introducing a generic version of Xyrem that would infringe those patents.

In December 2013, the District Court permitted ▇▇▇▇▇▇ to amend its answer in the First ▇▇▇▇▇▇ Consolidated Case to allege certain equitable defenses, and the parties were given additional time for discovery on those new defenses. In addition, in March 2014, the District Court granted the U.S. Borrower’s motion to bifurcate and stay the portion of the First ▇▇▇▇▇▇ Consolidated Case regarding patents related to the distribution system for Xyrem.

In April 2015, ▇▇▇▇▇▇ moved in the Second ▇▇▇▇▇▇ Consolidated Case to dismiss claims involving the U.S. Borrower’s patent covering a part of the Xyrem label that instructs prescribers on adjusting the dose of Xyrem when it is being co-administered with divalproex sodium (also known as valproate or

valproic acid) on the grounds that this patent does not cover patentable subject matter. In October 2015, the District Court administratively terminated this motion to dismiss (without prejudice) pending the outcome of inter partes review (“IPR”) proceedings before the Patent Trial or Appeal Board (“PTAB”) relating to the patent that was the subject of Roxane’s motion. Such IPR proceedings were filed by Par, Ranbaxy and Amneal and are discussed below.

In June 2016, the District Court determined that it would try the patents at issue in the First ▇▇▇▇▇▇ Consolidated Case and Second ▇▇▇▇▇▇ Consolidated Case together. Although no trial date has been scheduled, the U.S. Borrower anticipates that trial on the patents in the First ▇▇▇▇▇▇ Consolidated Case and Second ▇▇▇▇▇▇ Consolidated Case could occur as early as the second quarter of 2017.

The actual timing of events in the U.S. Borrower’s litigation with ▇▇▇▇▇▇ may be significantly earlier or later than the U.S. Borrower currently anticipate. The U.S. Borrower cannot predict the specific timing or outcome of events in these matters or the impact of these matters on other ongoing proceedings with any ▇▇▇▇ ▇▇▇▇▇.

On December 10, 2012, the U.S. Borrower received notice of Paragraph IV Certification from Amneal Pharmaceuticals, LLC (“Amneal”) that it had submitted an ANDA to the FDA requesting approval to market a generic version of Xyrem. On January 18, 2013, the U.S. Borrower filed a lawsuit against Amneal in the District Court alleging that the U.S. Borrower’s patents covering Xyrem are infringed or will be infringed by Amneal’s ANDA and seeking a permanent injunction to prevent Amneal from introducing a generic version of Xyrem that would infringe these patents. On November 21, 2013, the U.S. Borrower received notice of Paragraph IV Certification from Par Pharmaceutical, Inc. (“Par”) that it had submitted an ANDA to the FDA requesting approval to market a generic version of Xyrem. On December 27, 2013, the U.S. Borrower filed a lawsuit against Par in the District Court alleging that the U.S. Borrower’s patents covering Xyrem are infringed or will be infringed by Par’s ANDA and seeking a permanent injunction to prevent Par from introducing a generic version of Xyrem that would infringe these patents.

In April 2014, Amneal asked the District Court to consolidate its case with the Par case, stating that both cases would proceed on the schedule for the Par case. The District Court granted this request in May 2014. The order consolidating the cases provides that Amneal’s 30-month stay period will be extended to coincide with the date of Par’s 30-month stay period. That stay expired May 20, 2016.

Additional patents covering Xyrem have issued since April 2014 and have been listed in the Orange Book for Xyrem. Amneal and Par have given us additional notices of Paragraph IV Certifications regarding such patents, and the U.S. Borrower has filed additional lawsuits against Amneal and Par in the District Court alleging that the U.S. Borrower’s patents covering Xyrem are infringed or will be infringed by Amneal’s and Par’s ANDAs and seeking a permanent injunction to prevent Amneal and Par from introducing a generic version of Xyrem that will infringe these patents. In March 2016, Par moved to dismiss claims involving the U.S. Borrower’s patents covering a part of the Xyrem label that instructs prescribers on adjusting the dose of Xyrem when it is being co-administered with divalproex sodium (also known as valproate or valproic acid).

On June 4, 2014, the U.S. Borrower received a notice of Paragraph IV Certification from Ranbaxy Laboratories Limited (“Ranbaxy”) that it had submitted an ANDA to the FDA requesting approval to

market a generic version of Xyrem. On July 15, 2014, the U.S. Borrower filed a lawsuit against Ranbaxy in the District Court alleging that the U.S. Borrower’s patents covering Xyrem are infringed or will be infringed by Ranbaxy’s ANDA and seeking a permanent injunction to prevent Ranbaxy from introducing a generic version of Xyrem that will infringe these patents. Since June 2014, the U.S. Borrower has received additional notices of Paragraph IV Certification from Ranbaxy regarding newly issued patents for Xyrem listed in the Orange Book, and the U.S. Borrower has filed additional lawsuits against Ranbaxy in the District Court alleging that the U.S. Borrower’s patents covering Xyrem are infringed or will be infringed by Ranbaxy’s ANDA and seeking a permanent injunction to prevent Ranbaxy from introducing a generic version of Xyrem that will infringe these patents. In May 2016, the Ranbaxy litigation was settled as described below.

On October 30, 2014, the U.S. Borrower received a notice of Paragraph IV Certification from ▇▇▇▇▇▇ Laboratories, Inc. (“▇▇▇▇▇▇”) that it had submitted an ANDA to the FDA requesting approval to market a generic version of Xyrem. On December 11, 2014, the U.S. Borrower filed a lawsuit against ▇▇▇▇▇▇ in the District Court alleging that the U.S. Borrower’s patents covering Xyrem are or will be infringed by ▇▇▇▇▇▇’▇ ▇▇▇▇ and seeking a permanent injunction to prevent ▇▇▇▇▇▇ from introducing a generic version of Xyrem that would infringe these patents. In March 2015, ▇▇▇▇▇▇ moved to dismiss the portion of the case based on the U.S. Borrower’s Orange Book-listed patents covering the distribution system for Xyrem on the grounds that these patents do not cover patentable subject matter. In November 2015, the District Court administratively terminated this motion to dismiss (without prejudice) pending the outcome of IPR proceedings before the PTAB relating to the patents that were the subject of ▇▇▇▇▇▇’▇ motion. Since March 2015, the U.S. Borrower has received an additional notice of Paragraph IV Certification from ▇▇▇▇▇▇ regarding newly issued patents for Xyrem listed in the Orange Book, and the U.S. Borrower has filed an additional lawsuit against ▇▇▇▇▇▇ in the District Court alleging that the U.S. Borrower’s patents covering Xyrem are or will be infringed by ▇▇▇▇▇▇’▇ ▇▇▇▇ and seeking a permanent injunction to prevent ▇▇▇▇▇▇ from introducing a generic version of Xyrem that would infringe these patents.

In April 2015, the District Court issued an order that consolidated all then-pending lawsuits against Amneal, Par, Ranbaxy and ▇▇▇▇▇▇ into one case.

On June 8, 2015, the U.S. Borrower received a Paragraph IV Certification from Wockhardt Bio AG (“Wockhardt”) that it had submitted an ANDA to the FDA requesting approval to market a generic version of Xyrem. On July 17, 2015, the U.S. Borrower filed a lawsuit in the District Court alleging that the U.S. Borrower’s patents covering Xyrem were or would be infringed by Wockhardt’s ANDA and seeking a permanent injunction to prevent Wockhardt from introducing a generic version of Xyrem that would infringe the U.S. Borrower’s patents. On November 26, 2015, the U.S. Borrower received an additional notice of Paragraph IV Certification from Wockhardt regarding newly issued patents listed in the Orange Book, and the U.S. Borrower filed an additional lawsuit against Wockhardt in the District Court alleging that the U.S. Borrower’s patents covering Xyrem were or would be infringed by Wockhardt’s ANDA and seeking a permanent injunction to prevent Wockhardt from introducing a generic version of Xyrem that would infringe these patents. In April 2016, the Wockhardt litigation was settled as set forth below.

On July 23, 2015, the U.S. Borrower received a Paragraph IV Certification from Lupin Inc. (“Lupin”) that it had submitted an ANDA to the FDA requesting approval to market a generic version of

Xyrem. On September 2, 2015, the U.S. Borrower filed a lawsuit in the District Court alleging that the U.S. Borrower’s patents covering Xyrem are or will be infringed by Lupin’s ANDA and seeking a permanent injunction to prevent Lupin from introducing a generic version of Xyrem that would infringe the U.S. Borrower’s patents.

In January 2016, the District Court issued an order consolidating all of the cases then pending against Amneal, Par, Ranbaxy, ▇▇▇▇▇▇, Wockhardt and Lupin into a single case for all purposes. In April 2016, the District Court issued orders consolidating two cases against Amneal and Ranbaxy relating to later-issued patents with the previously consolidated case against Amneal, Par, Ranbaxy, ▇▇▇▇▇▇ and Lupin. In June 2016, the District Court issued an order consolidating a case against ▇▇▇▇▇▇ relating to a later-issued patent with the previously consolidated case against Amneal, Par, ▇▇▇▇▇▇, and Lupin.

The U.S. Borrower entered into settlement agreements with Wockhardt and Ranbaxy on April 18, 2016 and May 9, 2016, respectively, that resolved the U.S. Borrower’s patent litigation against Wockhardt and Ranbaxy. Under the settlement agreements, the U.S. Borrower granted each of Wockhardt and Ranbaxy a license to manufacture, market, and sell its generic version of Xyrem on or after December 31, 2025, or earlier depending on the occurrence of certain events. The specific terms of the settlement agreements are confidential.

The settlements with Wockhardt and Ranbaxy do not resolve the litigation against Amneal, Par, ▇▇▇▇▇▇ and Lupin, which is ongoing. The U.S. Borrower cannot predict the specific timing or outcome of events in this matter with respect to the remaining defendants or the impact of developments involving any specific parties or patents on other ongoing proceedings with any ▇▇▇▇ ▇▇▇▇▇.

Xyrem Post-Grant Patent Review Matters. In January 2015, certain of the ANDA filers filed petitions for IPR with respect to the validity of six patents covering the distribution system for Xyrem. In July 2015, the PTAB issued decisions instituting IPR trials with respect to these petitions, and the U.S. Borrower expect the PTAB to issue final decisions on the validity of the patents in July 2016. In September 2015, certain of the ANDA filers filed a petition for IPR with respect to the validity of an additional patent covering the distribution system for Xyrem. In March 2016, the PTAB issued a decision instituting an IPR trial with respect to three claims of the patent subject to this petition, and the U.S. Borrower expect the PTAB to issue final decisions on the validity of these claims in March 2017. The PTAB denied the petition with respect to the other 25 claims of the patent.

In October 2015, Ranbaxy and Par filed petitions for IPR with respect to the validity of one of the U.S. Borrower’s patents covering a method for prescribing Xyrem when it is being co-administered with divalproex sodium, and Amneal filed an IPR petition on the same patent in February 2016. In April 2016, the PTAB denied Par’s petition in its entirety and issued a decision on Ranbaxy’s petition, instituting an IPR trial with respect to 16 of the claims under the patent subject to this petition and denying the petition with respect to the other 18 claims. The U.S. Borrower expects a decision on the Amneal petition in August 2016. In March 2016, Ranbaxy filed a petition for IPR with respect to the validity of the second of the U.S. Borrower’s patents covering a method for prescribing Xyrem when it is being co-administered with divalproex sodium. In connection with settlement of the U.S. Borrower’s litigation with Ranbaxy in May 2016, the U.S. Borrower filed a joint motion with Ranbaxy to terminate both of the IPR petitions filed by Ranbaxy which the PTAB subsequently granted.

In December 2015, Wockhardt filed a petition for IPR with respect to the validity of one of the U.S. Borrower’s patents covering the formulation of Xyrem. In April 2016, following settlement of the U.S. Borrower’s patent litigation against Wockhardt, the U.S. Borrower and Wockhardt filed a joint motion to terminate the IPR petitions filed or joined by Wockhardt which the PTAB subsequently granted.

The U.S. Borrower cannot predict whether additional post-grant patent review challenges will be filed by any of the ANDA filers or any other entity, the outcome of any IPR or other proceeding, whether the PTAB will institute any petitioned IPR proceeding that has not yet been instituted, or the impact any IPR or other proceeding might have on ongoing ANDA litigation proceedings or other aspects of the U.S. Borrower’s Xyrem business.

From time to time Parent and its Subsidiaries are involved in legal proceedings arising in the ordinary course of business. Parent and its Subsidiaries believe there is no other litigation pending that could have, individually or in the aggregate, a material adverse effect on Parent’s and its Subsidiaries’ consolidated results of operations or financial condition.

Other Matters. In May 2016, the U.S. Borrower received a subpoena from the U.S. Attorney’s Office for the District of Massachusetts requesting documents related to the U.S. Borrower’s support of 501(c)(3) organizations that provide financial assistance to Medicare patients, and, for Xyrem, documents concerning the U.S. Borrower’s provision of financial assistance to Medicare patients. Other companies have disclosed similar inquiries. The U.S. Borrower is cooperating with this subpoena. The U.S. Borrower is unable to predict how long this investigation will continue or its outcome, but the U.S. Borrower expect that the U.S. Borrower will incur significant costs in connection with the investigation, regardless of the outcome.

SCHEDULE IV

Schedule 5.10(a)

Taxes

Certain of Parent’s Subsidiaries are currently under examination by the French tax authorities for fiscal years 2012 and 2013. These examinations may lead to ordinary course adjustments or proposed adjustments to Parent’s taxes. In December 2015, Jazz Pharmaceuticals France SAS received proposed tax assessment notices from the French tax authorities for 2012 and 2013 relating to certain transfer pricing adjustments. The notices propose additional French tax of approximately $43.3 million, including interest and penalties through the date of the assessment, translated at the foreign exchange rate at March 31, 2016. Parent disagrees with the proposed assessment and intends to contest it vigorously.

SCHEDULE V

Ireland Collateral Documents


•	Deed of Confirmation in respect of the Irish Debenture, as supplemented by Supplemental Deeds dated 25 November 2015 and 17 February 2016 (the “Debenture”), dated 12 July 2016, between the Irish Borrowers, Parent, Jazz Capital Limited, Jazz Financing II Limited and the Collateral Agent


•	Supplemental Deed (with respect to the shares of Jazz Capital Limited in Jazz Pharmaceuticals Ireland Limited), dated 12 July 2016, between the Irish Borrowers, Parent, Jazz Capital Limited, Jazz Financing II Limited and the Collateral Agent, to the Debenture

•

Supplemental Deed and Deed of Confirmation (with respect to the shares of Jazz Investments II Limited in Jazz Capital Limited), dated 12 July 2016, between Jazz Investments II Limited and the Collateral Agent, to a Deed of Charge over Shares, dated 18 June 2015, between Jazz Investments II Limited (with respect to shares of Jazz Investments II Limited in Jazz Capital Limited and Jazz Financing I Limited)


•	Deed of Confirmation in respect of the Deed of Charge over Shares, dated 18 June 2015, between Jazz Financing Lux S.à ▇.▇. and the Collateral Agent (with respect to the shares of Jazz Financing Lux S.à ▇.▇. in Jazz Financing II Limited)



Item	Requirement	Time Limit (or, in each case, such later time as agreed to by the Administrative Agent in its sole discretion)
1.	The Administrative Agent shall have received a second ranking financial securities account pledge agreement executed between, inter alios, Jazz Pharmaceuticals Lux S.à ▇.▇. as pledgor and the Collateral Agent	90 days after the Amendment No. 1 Effective Date
2.	The Administrative Agent shall have received a statement of pledge relating to the second ranking financial securities account pledge agreement executed between Jazz Pharmaceuticals Lux S.à ▇.▇. as pledgor and the Collateral Agent	90 days after the Amendment No. 1 Effective Date
3.	The Administrative Agent shall have received a certificate of pledge over financial securities account relating to the second ranking financial securities account pledge agreement executed by Jazz Pharmaceuticals France Holdings	90 days after the Amendment No. 1 Effective Date
4.	The Administrative Agent shall have received a certificate of pledge over special bank account relating to the second ranking financial securities account pledge agreement executed by the special bank account holder	90 days after the Amendment No. 1 Effective Date
5.	The Administrative Agent shall have received a favorable written opinion of ▇▇▇▇▇ Lovells (Paris) LLP, French counsel to the Loan Parties, with respect to the documents listed in items 1 through 4 above.	90 days after the Amendment No. 1 Effective Date
6.	The Administrative Agent shall have received the following documents in respect of Jazz Pharmaceuticals France Holdings: - a certified copy of its by-laws (statuts); - an original k-bis extract and an original solvency certificate (certificat de non faillite) issued by the relevant trade and companies registry (registre du commerce et des sociétés), each dated not more that 30 days before the date of the second ranking financial securities account pledge agreement; and - a certified copy of its updated share transfer register (registre des mouvements de titres) and shareholder accounts (comptes d’actionnaires).	90 days after the Amendment No. 1 Effective Date



Section 1.01	Defined Terms		1
Section 1.02	Other Interpretative Provisions	57	59
Section 1.03	Accounting Terms and Determinations	58	60
Section 1.04	Rounding	60	61
Section 1.05	Times of Day; Rates	60	62
Section 1.06	Letter of Credit Amounts	60	62
Section 1.07	Classes and Types of Borrowings	60	62
Section 1.08	Currency Translation	60	62
Section 1.09	Baskets	61	62
Section 1.10	Concerning Liability of Borrowers	61	63



Section 2.01	Commitments To Lend	61	63
Section 2.02	Notice of Borrowings	64	66
Section 2.03	Notice to Lenders; Funding of Loans	65	67
Section 2.04	Evidence of Loans	67	69
Section 2.05	Letters of Credit	68	70
Section 2.06	Interest	79	80
Section 2.07	Extension and Conversion	79	81
Section 2.08	Repayment of Loans; Maturity of Loans	81	83
Section 2.09	Prepayments	82	83
Section 2.10	Adjustment of Commitments	84	86
Section 2.11	Fees	85	87
Section 2.12	Pro rata Treatment	86	88
Section 2.13	Sharing of Payments by Lenders	87	88
Section 2.14	Payments Generally; Administrative Agent’s Clawback	87	89
Section 2.15	Increase in Commitments	89	90
Section 2.16	Cash Collateral	91	93
Section 2.17	Defaulting Lenders	92	94
Section 2.18	Refinancing Amendments	94	96
Section 2.19	Discounted Prepayments	95	97



Section 3.01	Taxes	101	103
Section 3.02	Illegality	105	107
Section 3.03	Inability To Determine Rates	106	108
Section 3.04	Increased Costs and Reduced Return; Capital Adequacy	107	109



Section 3.05	Compensation for Losses	108	110
Section 3.06	Base Rate Loans Substituted for Affected Eurodollar Loans	108	110
Section 3.07	Mitigation Obligations; Replacement of Lenders	109	111
Section 3.08	Survival	110	112



Section 4.01	Conditions to Initial Credit Extension	111	113
Section 4.02	Conditions to All Credit Extensions	114	116



Section 5.01	Existence, Qualification and Power	115	117
Section 5.02	Authorization; No Contravention	115	117
Section 5.03	Governmental Authorization; Other Consents	115	117
Section 5.04	Binding Effect	115	117
Section 5.05	Financial Condition; No Material Adverse Effect	116	118
Section 5.06	Litigation	116	118
Section 5.07	Ownership of Property, Liens	116	118
Section 5.08	Environmental Matters	117	119
Section 5.09	Insurance	117	119
Section 5.10	Taxes	118	120
Section 5.11	ERISA; Foreign Pension Plans; Employee Benefit Arrangements	118	120
Section 5.12	Subsidiaries; Equity Interests	119	121
Section 5.13	Margin Regulations; Investment Company Act	119	121
Section 5.14	Disclosure	120	122
Section 5.15	Compliance with Law	120	122
Section 5.16	Intellectual Property	120	122
Section 5.17	Use of Proceeds	120	122
Section 5.18	Solvency	121	123
Section 5.19	Collateral Documents	121	123
Section 5.20	Senior Indebtedness	123	125
Section 5.21	Anti-Money Laundering and Economic Sanctions Laws	123	125
Section 5.22	Anti-Corruption Laws	124	126
Section 5.23	No Default	125	127
Section 5.24	Labor Relations	125	127
Section 5.25	EEA Financial Institutions		127



Section 6.01	Financial Statements and Other Information	125	127
Section 6.02	Notices of Material Events	126	129
Section 6.03	Existence; Conduct of Business	127	129
Section 6.04	Payment of Obligations	127	129
Section 6.05	Maintenance of Properties; Insurance	127	129



Section 6.06	Books and Records; Inspection Rights	127	130
Section 6.07	Compliance with Laws	128	130
Section 6.08	Use of Proceeds	128	130
Section 6.09	Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances	128	130
Section 6.10	Designation of Subsidiaries	130	132
Section 6.11	[Reserved]	131	133
Section 6.12	Compliance with Environmental Laws	131	133
Section 6.13	Post-Closing Collateral Matters	131	133



Section 7.01	Indebtedness	131	133
Section 7.02	Liens	133	136
Section 7.03	Fundamental Changes and Asset Sales	136	138
Section 7.04	Investments, Loans, Advances, Guarantees and Acquisitions	138	140
Section 7.05	Transactions with Affiliates	141	143
Section 7.06	Restricted Payments	141	144
Section 7.07	Restrictive Agreements	143	145
Section 7.08	Amendments to Subordinated Indebtedness Documents or Organization Documents; Prepayments of Indebtedness	144	146
Section 7.09	Sale/Leaseback Transactions	144	147
Section 7.10	Financial Covenants	144	147



Section 8.01	Events of Default	145	147
Section 8.02	Acceleration; Remedies	147	149
Section 8.03	Allocation of Payments After Event of Default	148	150



Section 9.01	Appointment and Authority	150	152
Section 9.02	Rights as a Lender	151	153
Section 9.03	Exculpatory Provisions	151	153
Section 9.04	Reliance by Agents	152	155
Section 9.05	Delegation of Duties	153	155
Section 9.06	Indemnification of Agents	153	155
Section 9.07	Resignation of Agents	153	156
Section 9.08	Non-Reliance on Agents and Other Lenders	155	157
Section 9.09	No Other Duties, etc	155	157
Section 9.10	Administrative Agent May File Proofs of Claim; Credit Bidding	155	157
Section 9.11	Collateral and Guaranty Matters	156	159
Section 9.12	Related Obligations	157	160
Section 9.13	Withholding Tax	158	160



Section 9.14	Role of the Administrative Agent and Collateral Agent in connection with the
	Italian Collateral Documents. :	158	161



Section 10.01	Amendments, etc	159	161
Section 10.02	Notices; Effectiveness; Electronic Communications	162	164
Section 10.03	No Waiver; Cumulative Remedies; Enforcement	165	167
Section 10.04	Expenses; Indemnity; Damage Waiver	166	168
Section 10.05	Payments Set Aside	168	170
Section 10.06	Successors and Assigns	168	171
Section 10.07	Treatment of Certain Information; Confidentiality	173	176
Section 10.08	Right of Setoff	174	177
Section 10.09	Interest Rate Limitation	175	177
Section 10.10	Counterparts; Integration; Effectiveness	175	177
Section 10.11	Survival of Agreement	175	178
Section 10.12	Severability	176	178
Section 10.13	Governing Law; Jurisdiction; Consent to Service of Process	176	178
Section 10.14	PATRIOT Act Notice; Lender’s Compliance Certification	177	179
Section 10.15	No Advisory or Fiduciary Responsibility	177	180
Section 10.16	Judgment Currency	178	181
Section 10.17	Acknowledgment and Consents to Bail-In of EEA Financial Institutions		181



Schedule 1.01(A)	-	Agreed Security Principles
Schedule 1.01(B)	-	Foreign Collateral Documents
Schedule 1.01(C)	-	Disqualified Institutions
Schedule 2.01	-	Lenders and Commitments
Schedule 5.03	-	Required Consents, Authorizations, Notices and Filings
Schedule 5.05(a)	-	Financial Statements
Schedule 5.06	-	Litigation
Schedule 5.09	-	Insurance
Schedule 5.10(a)	-	Taxes
Schedule 5.12	-	Subsidiaries
Schedule 5.15	-	Compliance with Law
Schedule 5.16	-	Intellectual Property
Schedule 6.13	-	Post Closing Obligations
Schedule 7.01	-	Indebtedness
Schedule 7.02	-	Existing Liens
Schedule 7.04	-	Investments
Schedule 7.05	-	Affiliate Transactions
Schedule 7.07	-	Existing Restrictions
Schedule 10.02	-	Administrative Agent’s Office, Certain Addresses for Notices



Exhibit A-1	-	Form of Notice of Borrowing
Exhibit A-2	-	Form of Notice of Extension/Conversion
Exhibit A-3	-	Form of Letter of Credit Request
Exhibit A-4	-	Form of Swing Line Loan Request
Exhibit B-1	-	Form of Revolving Note
Exhibit B-2	-	Form of Term Note
Exhibit B-3	-	Form of Swing Line Note
Exhibit C	-	Form of Assignment and Assumption
Exhibit D	-	Form of Compliance Certificate
Exhibit E	-	Form of Guaranty Agreement
Exhibit ▇-▇	-	▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Tax Compliance Certificate
Exhibit F-2	-	Form of Irish Lender Tax Certificate
Exhibit G	-	Form of U.S. Security Agreement
Exhibit H	-	Form of Intercompany Note
Exhibit I	-	Form of Intercompany Note Subordination Provisions
Exhibit J	-	Form of Perfection Certificate
Exhibit K	-	Form of Solvency Certificate
Exhibit L	-	Form of Specified Discount Prepayment Notice
Exhibit M	-	Form of Specified Discount Prepayment Response
Exhibit N	-	Form of Discount Range Prepayment Notice
Exhibit O	-	Form of Discount Range Prepayment Offer
Exhibit P	-	Form of Solicited Discounted Prepayment Notice
Exhibit Q	-	Form of Solicited Discounted Prepayment Offer
Exhibit R	-	Form of Acceptance and Prepayment Notice
Exhibit S	-	Form of Prepayment Notice



Pricing Level	Secured Leverage Ratio	Applicable Commitment Fee Percentage
I	≥ 1.50:1.00	0.35%
II	< 1.50:1.00 and ≥ 0.50:1.00	0.30%
III	< 0.50:1.00	0.25%



Pricing Level	Secured Leverage Ratio	Letter of Credit Fee and Applicable Margin for Revolving Loans and Term Loans that are Eurodollar Loans	Applicable Margin for Swing Line Loans, Revolving Loans and Term Loans that are Base Rate Loans
I	≥ 2.50:1.00	2.25%	1.25%
II	< 2.50:1.00 and ≥ 1.50.1.00	2.00%	1.00%
III	< 1.50:1.00 and ≥ 0.50:1.00	1.75%	0.75%
IV	< 0.50:1.00	1.50%	0.50%


(x)	is exempted from the charge to Irish income tax pursuant to the terms of a double taxation treaty entered into between Ireland and another jurisdiction that is in force on the date the relevant interest is paid; or

AMENDMENT No. 1, dated as of July 12, 2016 (this “Amendment”), to the Credit Agreement, dated as of June 18, 2015, by and among Jazz Pharmaceuticals Public Limited Company, a public limited company organized under the laws of Ireland (“Parent”), Jazz...

Document Metadata


(y)	would be exempted from the charge to Irish income tax pursuant to the terms of a double taxation treaty entered into between Ireland and another jurisdiction signed on or before the date on which the relevant interest is paid but not in force on that date, assuming that treaty had the force of law on that date;



Principal Amortization Payment Date	Amortized Payment of Term Loans
December 2015	$ 9,375,000.00
March 2016	$ 9,375,000.00
June 2016	$ 9,375,000.00
September 2016	$ 9,375,000.00
December 2016	$	9,375,000.00	9,023,437.50
March 2017	$	9,375,000.00	9,023,437.50
June 2017	$	9,375,000.00	9,023,437.50
September 2017	$	9,375,000.00	9,023,437.50
December 2017	$	14,062,500.00	9,023,437.50
March 2018	$	14,062,500.00	9,023,437.50
June 2018	$	14,062,500.00	9,023,437.50
September 2018	$	14,062,500.00	9,023,437.50
December 2018	$	18,750,000.00	13,535,156.25
March 2019	$	18,750,000.00	13,535,156.25
June 2019	$	18,750,000.00	13,535,156.25
September 2019	$	18,750,000.00	13,535,156.25
December 2019	$	23,437,500.00	18,046,875.00
March 2020	$	23,437,500.00	18,046,875.00
June 2020	$	23,437,500.00	18,046,875.00
September 2020	$ 18,046,875.00
December 2020	$ 22,558,593.75
March 2021	$ 22,558,593.75
June 2021	$ 22,558,593.75



	JAZZ PHARMACEUTICALS, INC., as U.S.
	Borrower

	By:
		Name:
		Title:

SIGNED for and on behalf of
JAZZ PHARMACEUTICALS PUBLIC		[NAME OF SIGNATORY]
LIMITED COMPANY
[NAME OF SIGNATORY]

in the presence of:

(Witness’ Signature)

(Witness’ Name)

(Witness’ Address)

(Witness’ Occupation)

SIGNED for and on behalf of
JAZZ SECURITIES LIMITED
[NAME OF SIGNATORY]

in the presence of:

(Witness’ Signature)

(Witness’ Name)

(Witness’ Address)

(Witness’ Occupation)



SIGNED for and on behalf of
JAZZ PHARMACEUTICALS IRELAND LIMITED
[NAME OF SIGNATORY]

in the presence of:

(Witness’ Signature)

(Witness’ Name)

(Witness’ Address)

(Witness’ Occupation)

SIGNED for and on behalf of
JAZZ FINANCING I LIMITED

[NAME OF SIGNATORY]

in the presence of:

(Witness’ Signature)

(Witness’ Name)

(Witness’ Address)

(Witness’ Occupation)



BANK OF AMERICA, N.A., as L/C Issuer and Swing Line Lender


By:
	Name:
	Title:



BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent


By:
	Name:
	Title: