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February 14, 2020
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporate Finance
Office of Life Sciences
100 F Street, N.E.
Washington, D.C. 20549
| Attn: | Mary Mast and Angela Connell |
| Re: | Jazz Pharmaceuticals plc |
Form10-K for the Fiscal Year Ended December 31, 2018
Filed February 26, 2019
Form8-K dated August 6, 2019
FileNo. 001-33500
Dear Ms. Mast and Ms. Connell:
Jazz Pharmaceuticals plc (the “Company”) is providing this letter in response to the comment received from the staff (the “Staff”) of the Securities and Exchange Commission by letter dated November 5, 2019 (the “Comment Letter”) and as discussed by the Staff with the undersigned and other representatives of the Company in subsequent telephone conversations. For ease of reference, the Staff’s original comment is reproduced below in italicized type followed by the Company’s response.
Form8-K dated August 6, 2019
Exhibit 99.1
Reconciliations of GAAP Reported tonon-GAAP Adjusted Information, page 12
| 1. | Your adjustment for upfront and milestone payments does not appear to be consistent with Question 100.01 of theNon-GAAP Compliance and Disclosure Interpretations (C&DI) as such payments would appear to represent normal, recurring cash operating expenses. Please revise your future filings to remove this adjustment or explain to us why it does not violate the C&DI. |
In response to the Staff’s comment and as discussed during subsequent telephone conversations with the Staff, beginning with the Company’s earnings release for the first quarter of 2020, the Company will no longer include adjustments for upfront and milestones payments when presenting itsnon-GAAP financial measures.
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Please do not hesitate to contact me at +353 1 634 7818 if you have any questions or would like additional information regarding this matter.
Sincerely,
| /s/ Patricia Carr |
| Patricia Carr |
| Vice President, Finance and Principal Accounting Officer |
| Jazz Pharmaceuticals plc |
| cc: | Bruce C. Cozadd,Chairman, Chief Executive Officer and Interim Principal Financial Officer |
Neena Patil,Senior Vice President and General Counsel
Emer McGrath,KPMG
Chadwick Mills,Cooley LLP
