Jazz Pharmaceuticals PLC Sample Contracts

JAZZ PHARMACEUTICALS, INC. and , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF
Warrant Agreement • June 11th, 2008 • Jazz Pharmaceuticals Inc • Pharmaceutical preparations • New York

PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between JAZZ PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).

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· Shares JAZZ PHARMACEUTICALS, INC. COMMON STOCK (PAR VALUE $0.0001 PER SHARE) UNDERWRITING AGREEMENT
Underwriting Agreement • April 20th, 2007 • Jazz Pharmaceuticals Inc • Pharmaceutical preparations • New York
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JAZZ PHARMACEUTICALS, INC. and , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF
Common Stock Warrant Agreement • June 11th, 2008 • Jazz Pharmaceuticals Inc • Pharmaceutical preparations • New York

COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between JAZZ PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).

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JAZZ PHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • May 12th, 2010 • Jazz Pharmaceuticals Inc • Pharmaceutical preparations • New York

Jazz Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to sell the number of shares (the “Stock”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) to Barclays Capital Inc. (the “Underwriter”) set forth in Schedule 1. This agreement (this “Agreement”) is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriter.

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JAZZ PHARMACEUTICALS, INC. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF
Debt Securities Warrant Agreement • June 11th, 2008 • Jazz Pharmaceuticals Inc • Pharmaceutical preparations • New York

DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between JAZZ PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).

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3,848,289 Units JAZZ PHARMACEUTICALS, INC. PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • July 16th, 2008 • Jazz Pharmaceuticals Inc • Pharmaceutical preparations • New York
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INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 17th, 2007 • Jazz Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 9th, 2008 • Jazz Pharmaceuticals Inc • Pharmaceutical preparations • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 7, 2008, is by and between JAZZ PHARMACEUTICALS, INC. (the “Company”) and KINGSBRIDGE CAPITAL LIMITED (the “Investor”).

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65,000,000 SENIOR SECURED CREDIT FACILITIES CREDIT AGREEMENT AMONG JAZZ PHARMACEUTICALS, INC. AND JPI COMMERCIAL, LLC, AS THE BORROWERS, THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO, AND SILICON VALLEY BANK, AS ADMINISTRATIVE AGENT, ISSUING...
Credit Agreement • July 1st, 2010 • Jazz Pharmaceuticals Inc • Pharmaceutical preparations • California

CREDIT AGREEMENT (this “Agreement”), dated as of June 28, 2010, among JAZZ PHARMACEUTICALS, INC., a Delaware corporation (“JPI” or the “Administrative Borrower”), JPI COMMERCIAL, LLC, a Delaware limited liability company (“JPIC” and, together with the Administrative Borrower, each a “Borrower” and, collectively, the “Borrowers”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), and SILICON VALLEY BANK (“SVB”), as administrative agent, issuing lender and swingline lender (in such capacity, the “Administrative Agent”).

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SUBSCRIPTION AGREEMENT
Subscription Agreement • July 16th, 2008 • Jazz Pharmaceuticals Inc • Pharmaceutical preparations • New York

Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.

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AGREEMENT AND PLAN OF MERGER dated as of May 27, 2016, among JAZZ PHARMACEUTICALS PLC, PLEX MERGER SUB, INC. and CELATOR PHARMACEUTICALS, INC.
Agreement and Plan of Merger • May 31st, 2016 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations • Delaware

AGREEMENT AND PLAN OF MERGER dated as of May 27, 2016 (this “Agreement”), among JAZZ PHARMACEUTICALS PLC, an Irish public limited company (“Parent”), PLEX MERGER SUB, INC., a Delaware corporation (“Merger Sub”) and an indirect wholly owned subsidiary of Parent, and Celator Pharmaceuticals, Inc., a Delaware corporation (the “Company”).

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EMPLOYMENT AGREEMENT BY AND BETWEEN JAZZ PHARMACEUTICALS, INC. AND SAMUEL R. SAKS
Employment Agreement • March 9th, 2007 • Jazz Pharmaceuticals Inc • California

This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into on February 18, 2004, by and between JAZZ PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and SAMUEL R. SAKS (the “Executive”). The Company and the Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.

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FORM OF VOTING AGREEMENT
Voting Agreement • September 19th, 2011 • Jazz Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

THIS VOTING AGREEMENT (“Voting Agreement”) is entered into as of September 19, 2011, by and among AZUR PHARMA LIMITED, a private limited company incorporated in Ireland (“Azur”), JAZZ PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and (“Stockholder”).

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JAZZ INVESTMENTS I LIMITED, as Issuer JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY, as Guarantor AND U.S. BANK NATIONAL ASSOCIATION, as Trustee Indenture Dated as of June 11, 2020 2.000% Exchangeable Senior Notes due 2026
Indenture • June 11th, 2020 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations • New York

INDENTURE, dated as of June 11, 2020 by and among Jazz Investments I Limited, a Bermuda exempted company limited by shares, as Issuer (as more fully set forth in Section 1.01, the “Issuer”), Jazz Pharmaceuticals Public Limited Company, a public limited company formed under the laws of Ireland, as Guarantor (as more fully set forth in Section 1.01, the “Guarantor”), and U.S. Bank National Association, a national banking association, as Trustee (as more fully set forth in Section 1.01, the “Trustee”).

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 9th, 2007 • Jazz Pharmaceuticals Inc • California

THIS STOCK PURCHASE AGREEMENT is entered into as of September 24, 2004, by JAZZ PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and ALAN SEBULSKY (the “Purchaser”).

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AMENDMENT No. 3, dated as of April 20, 2021 (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...
Credit Agreement • April 20th, 2021 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations • New York

This Credit Agreement, dated June 18, 2015 (as amended by Amendment No. 1, dated July 12, 2016, as amended by Amendment No. 2, dated June 7, 2018, as amended by Amendment No. 3, dated April 20, 2021, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), by and among Jazz Pharmaceuticals Public Limited Company, a public limited company organized under the laws of Ireland (“Parent”), Jazz Securities Designated Activity Company (f/k/a Jazz Securities Limited), a Section 110 designated activity company incorporated under the laws of Ireland (the “Lead Borrower”), Jazz Pharmaceuticals, Inc., a Delaware corporation (the “U.S. Borrower”), Jazz Financing I Designated Activity Company (f/k/a Jazz Financing I Limited), a designated activity company incorporated under the laws of Ireland (“Jazz Financing I”), Jazz Pharmaceuticals Ireland Limited, a company incorporated under the laws of Ireland (“Jazz Ireland”), the Lender

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COMMON STOCK PURCHASE AGREEMENT by and between KINGSBRIDGE CAPITAL LIMITED and JAZZ PHARMACEUTICALS, INC. dated as of May 7, 2008
Common Stock Purchase Agreement • May 9th, 2008 • Jazz Pharmaceuticals Inc • Pharmaceutical preparations • New York

This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of the 7th day of May, 2008, by and between Kingsbridge Capital Limited, an entity organized and existing under the laws of the British Virgin Islands, whose registered address is Palm Grove House, 2nd Floor, Road Town, Tortola, British Virgin Islands (the “Investor”), and Jazz Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”).

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CREDIT AGREEMENT dated as of May 5, 2021 among JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY, as Parent and an Irish Borrower, JAZZ SECURITIES DESIGNATED ACTIVITY COMPANY, as an Irish Borrower,
Credit Agreement • May 5th, 2021 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations • Delaware

WHEREAS, Jazz UK (an indirect subsidiary of Parent) (and/or, at Jazz UK’s election, Parent and/or the DR Nominee (as defined in the Transaction Agreement)) will acquire the entire issued and to be issued share capital of GW Pharmaceuticals plc, a public limited company incorporated in England and Wales (“GW Pharma”) by means of a scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006 (the “Acquisition”) pursuant to a Transaction Agreement, dated as of February 3, 2021 (the “Transaction Agreement”), by and among Parent, Jazz UK and GW Pharma; and

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 18th, 2012 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of the Effective Date (as defined below) by and among AZUR PHARMA PUBLIC LIMITED COMPANY, a public limited company formed under the laws of Ireland (registered number 399192) whose registered address is 1 Stokes Place, St. Stephen’s Green, Dublin 2, Ireland (the “Company”), and each Person listed on Exhibit A hereto (each an “Azur Investor” and collectively, the “Azur Investors”).

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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG AZUR PHARMA LIMITED, JAGUAR MERGER SUB INC., JAZZ PHARMACEUTICALS, INC. AND SEAMUS MULLIGAN AS INDEMNITORS’ REPRESENTATIVE DATED AS OF SEPTEMBER 19, 2011
Agreement and Plan of Merger and Reorganization • September 19th, 2011 • Jazz Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of September 19, 2011, is by and among AZUR PHARMA LIMITED, a limited company formed under the laws of Ireland (registered number 399192) whose registered address is 1 Stokes Place, St. Stephen’s Green, Dublin 2, Ireland (“Azur”), JAGUAR MERGER SUB INC., a Delaware corporation and wholly owned subsidiary of Azur (“Merger Sub”), JAZZ PHARMACEUTICALS, INC., a Delaware corporation (“Jazz”) and SEAMUS MULLIGAN, solely in his capacity as the representative for the Indemnitors (as defined below) as further provided herein (the “Indemnitors’ Representative”). Each and any one of Azur, Merger Sub and Jazz, individually shall be referred to herein as a “Party” and, together the “Parties”.

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JAZZ PHARMACEUTICALS, INC. AMENDED AND RESTATED STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 9th, 2007 • Jazz Pharmaceuticals Inc • California

THIS AMENDED AND RESTATED COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of April 30, 2003 by and between Jazz Pharmaceuticals, Inc., a California corporation (the “Company”), and Matthew K. Fust (the “Purchaser”).

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XYREM® Manufacturing Services and Supply Agreement Between Patheon Pharmaceuticals Inc. and Jazz Pharmaceuticals, Inc.
Manufacturing Services and Supply Agreement • May 31st, 2007 • Jazz Pharmaceuticals Inc • Pharmaceutical preparations • New York

THIS MANUFACTURING SERVICES AND SUPPLY AGREEMENT (the "Agreement") made as of the 13th day of March, 2007, and with an Effective Date and a Manufacturing Commencement Date as set forth below.

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NONCOMPETITION AGREEMENT
Noncompetition Agreement • August 7th, 2012 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations • Pennsylvania

THIS NONCOMPETITION AGREEMENT (the “Noncompetition Agreement”) is entered into as of the Effective Date (as defined below) by and among Fintan Keegan, an individual (“Employee”), in favor of, and for the benefit of: Azur Pharma Limited, a limited company formed under the laws of Ireland (registered number 399192) (which as a result of the Transactions shall become Jazz Pharmaceuticals plc, a public limited company incorporated in Ireland) whose principal place of business is at 45 Fitzwilliam Square, Dublin 2, Ireland (“New Jazz”), together with its subsidiaries Jazz Pharmaceuticals, Inc. (“Jazz”) and Azur Pharma Inc. Certain capitalized terms used in this Noncompetition Agreement are defined in Section 17.

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LICENSE AND COLLABORATION AGREEMENT
License and Collaboration Agreement • December 5th, 2022 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations • New York

This LICENSE AND COLLABORATION AGREEMENT (this “Agreement”) is made as of October 18, 2022 (the “Execution Date”), by and between ZYMEWORKS BC INC., a corporation organized and existing under the laws of British Columbia (“Zymeworks”), having a place of business at 114 East 4th Avenue, Suite 800, Vancouver, BC, Canada V5T 1G4, and JAZZ PHARMACEUTICALS IRELAND LIMITED, a corporation organized and existing under the laws of Ireland (“Jazz”), having a place of business at Fifth Floor, Waterloo Exchange, Waterloo Road, Dublin 4, Ireland. Zymeworks and Jazz are referred to in this Agreement, individually, as a “Party” and, collectively as the “Parties.”

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JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY Ordinary Shares UNDERWRITING AGREEMENT
Underwriting Agreement • March 7th, 2012 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations • New York

The certain shareholders of Jazz Pharmaceuticals Public Limited Company, a public limited company incorporated in Ireland (the “Company”) named in Schedule 2 (the “Selling Shareholders”) attached to this Agreement (this “Agreement”) propose to sell an aggregate of 7,883,366 shares (the “Shares”) of the Company’s ordinary shares, nominal value $0.0001 per share (the “Ordinary Shares”) to each of the underwriters named in Schedule 1 attached hereto (the “Underwriters”), for whom Barclays Capital Inc. and Citigroup Global Markets Inc. are acting as Representatives (the “Representatives”). This Agreement is to confirm the agreement concerning the purchase of the Shares from the Selling Shareholders by the Underwriters.

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LICENSE AGREEMENT by and between SOLVAY PHARMACEUTICALS, INC. and JAZZ PHARMACEUTICALS, INC. relating to LUVOX®-IR (fluvoxamine) and LUVOX®-ER (fluvoxamine extended release) Dated January 31, 2007
License Agreement • May 6th, 2010 • Jazz Pharmaceuticals Inc • Pharmaceutical preparations • New York

This License Agreement (the “Agreement”) is made and entered into as of the 31st day of January, 2007 (“Effective Date”), by and between SOLVAY PHARMACEUTICALS, INC., a Georgia corporation having its principal office at 901 Sawyer Road, Marietta, Georgia 30062 (“Solvay”) and JAZZ PHARMACEUTICALS, INC., a Delaware corporation, having its principal offices at 3180 Porter Drive, Palo Alto, California 94304 (“Jazz Pharmaceuticals”). Solvay and Jazz Pharmaceuticals are referred to herein on occasion separately as a “Party” or together as the “Parties”.

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AMENDMENT No. 2, dated as of June 7, 2018 (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...
Credit Agreement • August 7th, 2018 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations • New York

This Credit Agreement, dated June 18, 2015 (as amended by Amendment No. 1, dated July 12, 2016, as amended by Amendment No. 2, dated June 7, 2018, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), by and among Jazz Pharmaceuticals Public Limited Company, a public limited company organized under the laws of Ireland (“Parent”), Jazz Securities Designated Activity Company (f/k/a Jazz Securities Limited), a Section 110 designated activity company incorporated under the laws of Ireland (the “Lead Borrower”), Jazz Pharmaceuticals, Inc., a Delaware corporation (the “U.S. Borrower”), Jazz Financing I Designated Activity Company (f/k/a Jazz Financing I Limited), a designated activity company incorporated under the laws of Ireland (“Jazz Financing I”), Jazz Pharmaceuticals Ireland Limited, a company incorporated under the laws of Ireland (“Jazz Ireland”), the Lenders (as hereinafter defined) and Bank of America, N.A.,

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FIRST AMENDMENT TO LEASE
Lease • August 7th, 2018 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations • California

THIS FIRST AMENDMENT TO LEASE (this “First Amendment”) is made and entered into as of January 29, 2018 (the “Effective Date”) by and between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY, a body having corporate powers under the laws of the State of California (“Landlord”), and JAZZ PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”), in the following factual context:

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7 November 2006 ELAN CORPORATION, PLC. AND SOLVAY PHARMACEUTICALS INC. AMENDMENT AGREEMENT NO. 3 TO THE LICENCE AGREEMENT OF 22 DECEMBER 1997
Jazz Pharmaceuticals Inc • May 31st, 2007 • Pharmaceutical preparations • Georgia

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

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TENDER OFFER AGREEMENT by and among JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY JAZZ PHARMACEUTICALS ITALY S.R.L. and GENTIUM S.P.A. Dated as of December 19, 2013
Tender Offer Agreement • December 20th, 2013 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations • Delaware

This TENDER OFFER AGREEMENT (this “Agreement”) is made and entered into as of December 19, 2013 (the “Agreement Date”) by and among Jazz Pharmaceuticals Public Limited Company, a public limited company formed under the laws of Ireland (“Parent”), Jazz Pharmaceuticals Italy S.r.l., an Italian società a responsabilità limitata and a wholly owned subsidiary of Parent (“Purchaser”) and Gentium S.p.A., a società per azioni incorporated in Italy (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I hereof.

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PERSONAL, PRIVATE AND CONFIDENTIAL Monday, 08 December 2014 Iain McGill Re: Amendment to Employment Agreement (the “Amendment”) Dear Iain:
Employment Agreement • February 24th, 2015 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations

As discussed, I am pleased to formally notify you that the Company has approved a Change in Control severance arrangement for you. The terms and conditions of this Change in Control severance arrangement are set forth in the attached Schedule 3. Both you and the Company hereby agree that your current Employment Agreement with the Company (the “Employment Agreement”) is amended as specified below, effective as of the date that you return this fully signed Amendment.

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TENDER AND SUPPORT AGREEMENT
Tender and Support Agreement • May 31st, 2016 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations • Delaware

This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 27, 2016, is by and among JAZZ PHARMACEUTICALS PLC, an Irish public limited company (“Parent”), PLEX MERGER SUB, INC., a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of Parent, and each of the Persons set forth on Schedule A hereto (each, a “Stockholder”).

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JAZZ PHARMACEUTICALS, INC. WAIVER AND AMENDMENT AGREEMENT
Waiver and Amendment Agreement • May 9th, 2008 • Jazz Pharmaceuticals Inc • Pharmaceutical preparations • California

THIS WAIVER AND AMENDMENT AGREEMENT (the “Agreement”) is made effective as of May 7, 2008 (the “Effective Date”), by and among JAZZ PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and the undersigned Holders (the “Consenting Holders”).

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EMPLOYMENT AGREEMENT
Employment Agreement • August 7th, 2012 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations

WHEREAS, AzurPharma Limited (“Azur”), Jazz Pharmaceuticals, Inc. (“Jazz”), Jaguar Merger Sub Inc. (a wholly-owned subsidiary of Azur), and Seamus Mulligan as Indemnitors’ Representative, are entering into an Agreement and Plan of Merger and Reorganization, dated September 19, 2011 (the “Merger Agreement”), pursuant to which the parties thereto will effect a reorganization and merger, among other things.

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ASSET PURCHASE AGREEMENT by and among JAZZ PHARMACEUTICALS INTERNATIONAL III LIMITED, AERIAL BIOPHARMA, LLC and JAZZ PHARMACEUTICALS PLC Dated January 13, 2014
Asset Purchase Agreement • January 13th, 2014 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations • New York

This Asset Purchase Agreement (this “Agreement”) is entered into on January 13, 2014, by and among Jazz Pharmaceuticals International III Limited, a Bermuda company limited by shares (“Buyer”), Aerial BioPharma, LLC, a North Carolina limited liability company (the “Company”) and, solely for purposes of Section 5.9, Jazz Pharmaceuticals Public Limited Company, a public limited company formed under the laws of Ireland (“Parent”).

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