Amendment to License and Distribution Agreement

On July 23, 2008, Jazz Pharmaceuticals, Inc. (the "Company") entered into an Amendment No.2 (the "UCB Amendment") to its Amended and Restated License and Distribution Agreement dated as of June 30, 2006 (the "License and Distribution Agreement") with UCB Pharma Limited ("UCB"). Under the UCB Amendment, the timing and size of a certain milestone payment has been adjusted and UCB's ability to terminate the License and Distribution Agreement in whole or in part was revised. Under the License and Distribution Agreement, UCB was required to pay $7.5 million to the Company within 30 days after completion of the last patient enrolled in the Company's second Phase III trial of sodium oxybate (the "Product") for the treatment of fibromyalgia. Under the UCB Amendment, $10 million will be due within 5 days of the execution of the UCB Amendment. UCB will be entitled to a credit of $2.5 million against future royalties otherwise due under the License and Distribution Agreement if the Product does not receive marketing authorization for fibromyalgia in the European Union for certain specified reasons. In addition, under the terms of the UCB Amendment, the notice period for UCB's right to terminate the entire License and Distribution Agreement without cause has been reduced from 18 months to 12 months, and a provision has been added permitting UCB to terminate its rights to the Product for the fibromyalgia indication on 6 months notice at any time prior to the receipt of marketing approval of the Product for fibromyalgia in the European Union. The foregoing description of the material terms of the UCB Amendment does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the UCB Amendment, which is attached as Exhibit 10.75 hereto and incorporated by reference herein.

(d) Exhibits

Number     Description

10.75      Amendment No. 2 to Amended and Restated Xyrem License and Distribution
           Agreement dated July 23, 2008