Form of Series BB Preferred Stock Warrant of the Registrant



 EXHIBIT 4.6 
 FORM OF SERIES BB PREFERRED STOCK WARRANT 
 THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 
 THE SECURITIES REPRESENTED BY THIS WARRANT, AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT, ARE SUBJECT TO CERTAIN VOTING RESTRICTIONS PURSUANT TO A VOTING AGREEMENT RELATING TO SUCH SECURITIES, AND MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT. A COPY OF SUCH VOTING AGREEMENT WILL BE FURNISHED TO THE REGISTERED HOLDER OF THIS WARRANT WITHOUT CHARGE UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. 
 THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THIS WARRANT OR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT BY AND AMONG THE HOLDER HEREOF, THE COMPANY AND CERTAIN HOLDERS OF SECURITIES OF THE COMPANY. A COPY OF SUCH AGREEMENT WILL BE FURNISHED TO THE REGISTERED HOLDER OF THIS WARRANT WITHOUT CHARGE UPON
WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. 
  

  

			
	 Warrant No.: BB-«warrantno»
	 	Number of Shares: «shares»
	 Date of Issuance: June 24, 2005
	 	(subject to adjustment)

 JAZZ PHARMACEUTICALS, INC. WARRANT NO. BB-«warrantno» 
 Series BB Preferred Stock Warrant 
 This Warrant No. BB-«warrantno» (this “Warrant”) of Jazz Pharmaceuticals, Inc., a Delaware corporation (the “Company”), for value received, hereby certifies that «holder», the
initial holder of this Warrant, or its registered assigns (the “Registered Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at any time after the date hereof and on or before the Expiration
Date (as defined in Section 6 below), up to «shares» shares of Series BB Preferred Stock of the Company (“Series BB Preferred Stock”), at a purchase price of $1.84 per share. This Warrant is one of a series of
warrants to purchase in the aggregate 8,695,652 shares of Series BB Preferred Stock (collectively, the “Series BB Warrants”) issued pursuant to that certain Senior Secured Note and Warrant Purchase Agreement, dated June 24,
2005, by and among the Company and the initial holders of the Series BB Warrants (the 








 
“Purchase Agreement”). The shares purchasable upon exercise of this Warrant and the purchase price per share, as adjusted from time to time
pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Stock” and the “Purchase Price,” respectively. 
 1. Exercise. 
 (a) Manner of Exercise. This Warrant may be exercised by the
Registered Holder, in whole or in part, by surrendering this Warrant, with the exercise form appended hereto as Exhibit A duly executed by such Registered Holder, at the principal office of the Company, or at such other office or agency
as the Company may designate, accompanied by payment in full of the Purchase Price payable in respect of the number of shares of Warrant Stock purchased upon such exercise unless exercised pursuant to the Net Issue Exercise provisions of
Section 1(c) below. The Purchase Price may be paid by cash, check, or wire transfer. 
 (b) Effective Time of Exercise.
Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in Section 1(a) above. At such time, the
person or persons in whose name or names any certificates for Warrant Stock shall be issuable upon such exercise as provided in Section 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Stock represented
by such certificates. 
 (c) Net Issue Exercise. 
 (i) In lieu of exercising this Warrant in the manner provided above in Section 1(a), the Registered Holder may elect to receive shares equal to the value of this Warrant (or the portion of this Warrant being
canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election on the exercise form appended hereto as Exhibit A duly executed by such Registered Holder, in which event the Company shall
issue to such Registered Holder a number of shares of Warrant Stock computed using the following formula: 
 X = Y (A—B)

 A 
  

			
		
	Where X =	  	The number of shares of Warrant Stock to be issued to the Registered Holder.
		
	Y =	  	The number of shares of Warrant Stock purchasable under this Warrant (at the date of such calculation).
		
	A =	  	The fair market value of one share of Warrant Stock (at the date of such calculation).
		
	B =	  	The Purchase Price (as adjusted through the date of such calculation).

  

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 (ii) For purposes of this Section 1(c), the fair market value of Warrant Stock on the date of
calculation shall mean with respect to each share of Warrant Stock: 
 (A) if the Common Stock of the Company (“Common
Stock”) is traded on a securities exchange or The Nasdaq Stock Market, the fair market value shall be deemed to be the product of (x) the closing price on the date of calculation (or, if there are no sales for such date, then on the
last date on which there were sales) and (y) the number of shares of Common Stock into which each share of Warrant Stock is convertible on such date; or 
 (B) if the Common Stock is actively traded over the counter, the fair market value shall be deemed to be the product of (x) the closing bid or sales price (whichever is applicable) on the date of calculation (or,
if the date of calculation is not a trading day, the last trading day prior to the date of calculation) and (y) the number of shares of Common Stock into which each share of Warrant Stock is convertible on such date; or 
 (C) if neither (A) nor (B) is applicable, the fair market value of Warrant Stock shall be determined in good faith by the Company’s Board
of Directors. 
 (d) Delivery to Registered Holder. As soon as practicable after the exercise of this Warrant in whole or in
part, and in any event within ten (10) days thereafter, the Company at its expense will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Registered Holder (upon payment by such Registered Holder of any
applicable transfer taxes) may direct: 
 (i) a certificate or certificates for the number of shares of Warrant Stock to which such
Registered Holder shall be entitled, and 
 (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of
like tenor, calling in the aggregate on the face or faces thereof for the number of shares of Warrant Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number
of such shares purchased by the Registered Holder upon such exercise as provided in Section 1(a) or 1(c) above. 
 2.
Adjustments. 
 (a) Redemption or Conversion of Preferred Stock. If all of the Series BB Preferred Stock is
redeemed or converted into shares of Common Stock (including without limitation pursuant to the automatic conversion provisions of the Company’s certificate of incorporation providing for the conversion of the Series BB Preferred Stock into
Common Stock in connection with a qualified initial public offering of the Company’s securities), then this Warrant shall automatically become exercisable for that number of shares of Common Stock equal to the number of shares of Common Stock
that would have been received if this Warrant had been exercised in full and the shares of Series BB Preferred Stock received thereupon had been simultaneously converted into shares of Common Stock immediately prior to such event, and the Purchase
Price shall be automatically adjusted to equal the amount obtained by multiplying the then existing Purchase Price by a fraction, (i) the numerator of which shall be the 

  

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aggregate Purchase Price of the shares of Series BB Preferred Stock for which this Warrant was exercisable immediately prior to such redemption or
conversion, and (ii) the denominator of which shall be the number of shares of Common Stock for which this Warrant is exercisable immediately after such redemption or conversion. 
 (b) Stock Splits and Dividends. If the outstanding shares of Warrant Stock shall be subdivided into a greater number of shares or a dividend
in Warrant Stock shall be paid in respect of Warrant Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately
after the record date of such dividend be proportionately reduced. If outstanding shares of Warrant Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously
with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of shares of Warrant Stock purchasable upon the exercise of this Warrant shall be changed to the
number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by
(ii) the Purchase Price in effect immediately after such adjustment. 
 (c) Reclassification, Etc. In case there occurs any
reclassification or change of the outstanding securities of the Company or of any reorganization of the Company (or any other corporation the stock or securities of which are at the time receivable upon the exercise of this Warrant) or any similar
corporate reorganization on or after the date hereof, then and in each such case the Registered Holder, upon the exercise hereof at any time after the consummation of such reclassification, change, or reorganization, shall be entitled to receive, in
lieu of the stock or other securities and property receivable upon the exercise hereof prior to such consummation, the stock or other securities or property to which such Registered Holder would have been entitled upon such consummation if such
Registered Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment pursuant to the provisions of this Section 2. 
 (d) Adjustment Certificate. When any adjustment is required to be made in the Warrant Stock or the Purchase Price pursuant to this Section 2, the Company shall promptly mail to the Registered Holder
a certificate setting forth (i) a brief statement of the facts requiring such adjustment, (ii) the Purchase Price after such adjustment and (iii) the kind and amount of stock or other securities or property into which this Warrant
shall be exercisable after such adjustment. 
 3. Transfers. 
 (a) Unregistered Security. Each holder of this Warrant acknowledges that this Warrant, the Warrant Stock and the Common Stock issuable upon
conversion of the Warrant Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and agrees that in no event will it dispose of all or any portion of this Warrant, the Warrant Stock or
the Common Stock issuable upon conversion of the Warrant Stock unless and until (a) it has complied with the provisions of Section 3(b) below, and (b) if reasonably requested by the Company, the Registered Holder shall have furnished
the Company with an opinion of counsel 

  

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reasonably satisfactory in form and substance to the Company and the Company’s counsel to the effect that (x) such disposition will not require
registration under the Securities Act and (y) appropriate action necessary for compliance with the Securities Act and any applicable state, local, or foreign law has been taken. Without limiting the foregoing, the Registered Holder, by
accepting this Warrant, agrees that it may transfer this Warrant (or any portion hereof) only to one of its Affiliates (as defined in the Purchase Agreement) or to any other person or entity that is acceptable to the Company, provided that, in the
case of any transfer, the applicable transferee must agree in writing to be subject to the terms of this Warrant, the Investor Rights Agreement, the First Refusal and Co-Sale Agreement and the Voting Agreement (as such terms are defined below);
provided, however, that, except with respect to transfers to its Affiliates, the Registered Holder hereby covenants not to effect such transfer if such transfer either would invalidate the securities laws exemptions pursuant to which
this Warrant was originally offered and sold or would itself require registration and/or qualification under the Securities Act or applicable state securities laws. Each certificate evidencing this Warrant transferred as provided above shall bear an
appropriate restrictive legend substantially to the foregoing effect. 
 For purposes of this Warrant, (i) “Investor Rights
Agreement” means that certain Second Amended and Restated Investor Rights Agreement, dated as of June 24, 2005, by and among the Company, the investors in the Company’s Series A Preferred Stock, Series B Preferred Stock and Series
B Prime Preferred Stock, the holders of warrants to purchase Series BB Preferred Stock (and any shares issued upon exercise of such warrants) and certain holders of the Common Stock, (ii) “First Refusal and Co-Sale Agreement”
means that certain Second Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of June 24, 2005, by and among the Company, the investors in the Company’s Series A Preferred Stock, Series B Preferred Stock and Series
B Prime Preferred Stock, the holders of Series BB Preferred Stock and the holders of warrants to purchase Series BB Preferred Stock (and any shares issued upon exercise of such warrants) and the persons identified as “Executives” therein
and (iii) “Voting Agreement” means that certain Second Amended and Restated Voting Agreement, dated as of June 24, 2005, by and among the Company, the investors in the Company’s Series A Preferred Stock, Series B
Preferred Stock and Series B Prime Preferred Stock, the holders of Series BB Preferred Stock and the holders of warrants to purchase Series BB Preferred Stock (and any shares issued upon exercise of such warrants) and certain holders of the Common
Stock. 
 (b) Transferability. Subject to the provisions of this Section 3 and the provisions of Section 5, this
Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of the Warrant with a properly executed assignment in the form of Exhibit B hereto at the principal office of the Company. Any purported transfer of
all or any portion of this Warrant in violation of the provisions of this Warrant shall be null and void. 
 (c) Warrant Register.
The Company will maintain a register containing the names and addresses of the Registered Holders of this Warrant and all other warrants to purchase Series BB Preferred Stock. Until any transfer of this Warrant is made in the warrant register,
the Company may treat the Registered Holder of this Warrant as the absolute owner hereof for all purposes; provided, however, that if this Warrant is properly assigned in blank, the Company may (but shall not be required to) treat the
bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. Any Registered Holder may change such Registered Holder’s address as shown on the warrant register by written notice to the Company
requesting such change. 
  

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 4. Representations and Warranties of the Registered Holder. The Registered Holder hereby
represents and warrants to the Company that: 
 (a) Authorization. The Registered Holder has full power and authority to enter
into, and perform its obligations under, this Warrant. This Warrant, when executed and delivered by the Registered Holder, will constitute a valid and legally binding obligation of the Registered Holder, enforceable in accordance with its terms,
except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the
availability of specific performance, injunctive relief, or other equitable remedies. 
 (b) Purchase Entirely for Own Account.
This Warrant is issued to the Registered Holder in reliance upon the Registered Holder’s representation to the Company, which by the Registered Holder’s acceptance of this Warrant, the Registered Holder hereby confirms, that the Warrant to
be acquired by the Registered Holder, the Warrant Stock and the Common Stock to be issued upon the conversion of the Warrant Stock (collectively, the “Securities”) will be acquired for investment for the Registered Holder’s own
account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Registered Holder has no present intention of selling, granting any participation in, or otherwise distributing the same. By
accepting this Warrant, the Registered Holder further represents that the Registered Holder does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to
any third person, with respect to any of the Securities. The Registered Holder has not been formed for the specific purpose of acquiring the Securities. 
 (c) Disclosure of Information. The Registered Holder has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the offering of the
Securities with the Company’s management and has had an opportunity to review the Company’s facilities. The Registered Holder understands that such discussions, as well as any written information delivered by the Company to the Registered
Holder, were intended to describe the aspects of the Company’s business which it believes to be material. 
 (d) Restricted
Securities. The Registered Holder understands that the Securities have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends
upon, among other things, the bona fide nature of the investment intent and the accuracy of the Registered Holder’s representations as expressed herein. The Registered Holder understands that the Securities are “restricted securities”
under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Registered Holder must hold the Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state
authorities, or an exemption from such registration and qualification requirements is available. The Registered Holder acknowledges that the Company has no obligation to register or qualify 

  

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the Securities for resale. The Registered Holder further acknowledges that if an exemption from registration or qualification is available, it may be
conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of the Registered Holder’s control, and which
the Company is under no obligation and may not be able to satisfy. 
 (e) No Public Market. The Registered Holder understands
that no public market now exists for any of the securities issued by the Company, and that the Company has made no assurances that a public market will ever exist for the Securities. 
 (f) Accredited Investor. The Registered Holder is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated
under the Securities Act. 
 5. Market Standoff. 
 (a) Market Standoff. The Registered Holder hereby agrees that, if so requested by the Company and the Underwriter’s Representative (as defined below), if any, the Registered Holder shall not sell,
make any short sale of, loan, grant any option for the purchase of, or otherwise transfer or dispose of this Warrant or other securities of the Company (“Market Standoff”) without the prior written consent of the Company and the
Underwriter’s Representative for such period of time (a) not to exceed one hundred eighty (180) days following the effective date of a Registration Statement of the Company filed under the Securities Act in the case of the
Company’s initial public offering or (b) commencing with the date the Company provides notice to the Registered Holder of a proposed follow-on offering and ending 90 days after the effective date of the Registration Statement or, in the
event of a shelf registration, the date of the prospectus for such follow-on offering, as may be requested by the Underwriter’s Representative; provided, however, that the Registered Holder shall not be required to agree to a Market Standoff
for a period of time that commences less than thirty (30) days after the expiration of another period of time during which the Registered Holder has agreed to a Market Standoff. The obligations of the Registered Holder under this Section 5
shall be conditioned upon similar agreements being in effect with each other stockholder of the Company who is an officer, or director or, with respect only to the Company’s initial public offering, greater than 1% stockholder of the Company
prior to such initial public offering. For purposes of this Warrant, the “Underwriter’s Representative” is the representative the underwriter or underwriters selected for the underwriting of a public offering of the
Company’s securities. 
 (b) Stop-Transfer Instructions. In order to enforce the covenants set forth in Section 3 and
Section 5(a), the Company may impose stop-transfer instructions with respect to the securities of the Registered Holder (and the securities of every other person subject to the restrictions in Section 3 and Section 5(a)). 

 

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 6. Termination. This Warrant (and the right to purchase securities upon exercise hereof)
shall terminate on June 24, 2012 (the “Expiration Date”). 
 7. Notices of Certain Transactions. In the
event that the Company shall propose at any time to: 
 (a) declare any dividend or distribution upon the Common Stock, whether in cash,
property, stock, or other securities, whether or not a regular cash dividend and whether or not out of earnings or earned surplus; 
 (b)
offer for subscription pro rata to the holders of any class or series of its stock any additional shares of stock of any class or series or other rights; 
 (c) effect any reclassification or recapitalization of the Common Stock or Preferred Stock outstanding involving a change in the Common Stock or Preferred Stock; 
 (d) merge or consolidate with or into any other partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint
venture, governmental authority or other entity of whatever nature; or 
 (e) sell, lease, or convey all or substantially all its assets,
property or business, or to liquidate, dissolve, or wind up or otherwise consummate a Liquidation Event (as defined in the Company’s Second Amended and Restated Certificate of Incorporation); then, in connection with each such event, the
Company shall send to the Registered Holder (in accordance with the provisions of Section 23): 
 (i) at least twenty
(20) days’ prior written notice of the date on which a record shall be taken for such dividend, distribution or subscription rights (and specifying the date on which the holders of Common Stock and/or Preferred Stock shall be entitled
thereto) or for determining rights to vote in respect of the matters referred to in (c), (d) and (e) above; and 
 (ii) in the case
of the matters referred to in (c), (d) and (e) above, at least 20 days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of Common Stock shall be entitled to exchange their
Common Stock and/or Preferred Stock for securities or other property deliverable upon the occurrence of such event or the record date for the determination of such holders if such record date is earlier). 
 8. Reservation of Stock. The Company will at all times reserve and keep available, solely for the issuance and delivery upon the exercise
of this Warrant, such shares of Warrant Stock (and Common Stock issuable upon conversion of the Warrant Stock) and other stock, securities and property, as from time to time shall be issuable upon the exercise of this Warrant. 
 9. Exchange of Warrants. Upon the surrender by the Registered Holder of any Warrant or Warrants, properly endorsed, to the Company at the
principal office of the Company, the Company will, subject to the provisions of Section 3 hereof, issue and deliver to or upon the order of such Registered Holder, at the Company’s expense, a new Warrant or Warrants of like tenor, in the
name of such Registered Holder, calling in the aggregate on the face or faces thereof for the number of shares of Series BB Preferred Stock called for on the face or faces of the Warrant or Warrants so surrendered. 
  

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 10. Replacement of Warrants. Upon receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company,
or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor. 
 11. No Rights as Stockholder. Until the exercise of this Warrant, the Registered Holder of this Warrant shall not have or exercise any rights by virtue hereof as a stockholder of the Company. 

12. Additional Rights. Upon exercise of this Warrant, the Registered Holder shall have and be entitled to exercise the rights granted to
the signatories who are holders of Series BB Preferred Stock under each of (a) the Voting Agreement, (b) the First Refusal and Co-Sale Agreement and (c) the Investor Rights Agreement. By its receipt of this Warrant, the Registered
Holder agrees to be bound by the Voting Agreement, the First Refusal and Co-Sale Agreement and the Investor Rights Agreement. 
 13. No
Fractional Shares. No fractional shares of Series BB Preferred Stock will be issued in connection with any exercise hereunder. In lieu of any fractional shares which would otherwise be issuable, the Company shall pay cash equal to the
product of such fraction multiplied by the fair market value of one share of Series BB Preferred Stock on the date of exercise, as determined in good faith by the Company’s Board of Directors. 
 14. Amendment or Waiver. Any term of the Series BB Warrants may be amended or waived only by an instrument in writing signed by the Company
and the holders of Series BB Warrants covering at least sixty-five percent (65%) of the number of shares of Series BB Preferred Stock subject to Series BB Warrants outstanding at the time of such amendment or waiver. 
 15. Headings. The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any
provision of this Warrant. 
 16. Governing Law. This Warrant shall be governed, construed and interpreted in accordance with
the laws of the State of California, without giving effect to principles of conflicts of law. 
 17. Survival of
Representations. Unless otherwise set forth in this Warrant, the warranties, representations and covenants of the Company and the Purchasers contained in or made pursuant to this Warrant shall survive the execution and delivery of this
Warrant. 
 18. Transfer; Successors and Assigns. The terms and conditions of this Warrant shall inure to the benefit of and be
binding upon the respective successors and permitted assigns of the 

  

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parties provided that they have complied with the terms and conditions herein. Nothing in this Warrant, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Warrant, except as expressly provided in this Warrant. 
 19. Counterparts. This Warrant may be executed in two or more counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument. 
 20. Attorney’s Fees. If any action at law or in equity (including
arbitration) is necessary to enforce or interpret the terms of any of this Warrant, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may
be entitled. 
 21. Severability. If one or more provisions of this Warrant are held to be unenforceable under applicable law,
the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Warrant,
(b) the balance of this Warrant shall be interpreted as if such provision were so excluded and (c) the balance of this Warrant shall be enforceable in accordance with its terms. 
 22. Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Warrant, upon any
breach or default of any other party under this Warrant, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein,
or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of
any kind or character on the part of any party of any breach or default under this Warrant, or any waiver on the part of any party of any provisions or conditions of this Warrant, must be in writing and shall be effective only to the extent
specifically set forth in such writing. All remedies, either under this Warrant or by law or otherwise afforded to any party, shall be cumulative and not alternative. 
 23. Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by
confirmed facsimile if sent during normal business hours of the recipient, or if not, then on the next business day; (iii) one day after deposit with a nationally (or internationally) recognized overnight courier, specifying next day delivery,
with written verification of receipt. All notices to the Company shall be sent to the Company’s principal place of business. All notices to the Registered Holder shall be sent to the address as set forth on the signature page of this Warrant or
at such other address as the Registered Holder may designate pursuant to Section 3(c) by ten (10) days’ advance notice to the Company. 
 24. Entire Agreement. This Warrant and the documents and agreements referred to herein (including the Company’s Second Amended and Restated Certificate of Incorporation, Investor Rights Agreement,
the First Refusal and Co-Sale Agreement and the Voting Agreement) constitute the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all other written or oral agreements relating to the subject matter
hereof existing between the parties hereto are expressly canceled. 
  

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	JAZZ PHARMACEUTICALS, INC.
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	Address:	 	3180 Porter Drive
		 	Palo Alto, CA 94304
	
	Fax Number: (650) 496-3781


 Accepted and Agreed: 
  

			
	REGISTERED HOLDER
	
	«HOLDER»
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	Address:
	«address»

 [Signature Page to Series BB Preferred Stock Warrant] 
  

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 EXHIBIT A 
 EXERCISE FORM 
  

					
	To: Jazz Pharmaceuticals, Inc.	  	Dated:	 	  


 The undersigned, pursuant to the provisions set forth in the attached Warrant No.
BB-«warrantno», hereby irrevocably elects to (a) purchase              shares of Series BB Preferred Stock covered by such Warrant and herewith makes payment of
$            , representing the full purchase price for such shares at the price per share provided for in such Warrant, or (b) exercise such Warrant for
             shares purchasable under the Warrant pursuant to the Net Issue Exercise provisions of Section 1(c) of the Warrant. 
 The undersigned acknowledges that it has reviewed the representations and warranties contained in Section 4 of the Warrant and by its signature
below hereby makes such representations and warranties to the Company as of the date hereof. 
  

			
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	Name of Entity:	 	  










 EXHIBIT B 
 ASSIGNMENT FORM 
 FOR VALUE RECEIVED,
                                        
hereby sells, assigns and transfers all of the rights of the undersigned transferor under the attached Warrant with respect to the number of shares of Series BB Preferred Stock covered thereby set forth below, unto: 
  

					
	 Name of Assignee
	 	 Address/Fax Number
	 	 No. of Shares


 The undersigned transferor represents that it has complied with all of the provisions of the
attached Warrant governing the transfer of such Warrant, including without limitation the provisions of Section 3 thereof, and acknowledges that any purported transfer of all or any part of such Warrant in violation of the terms of the attached
Warrant shall be null and void. 
  

							
	Dated:	 	  
	  	By:	 	  

		 		  	Name:	 	  

		 		  	Title:	 	  


 The undersigned transferee of the attached Warrant acknowledges the limitations on transfer of the
attached Warrant, including without limitation those contained in Section 3 thereof, agrees to be bound by the terms of the attached Warrant and the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting
Agreement (each as defined in the attached Warrant) to the same extent as if the undersigned transferee were the initial holder of the attached Warrant, and shall deliver to the Company together with this assignment form counterpart signature pages
to the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement. 
  

							
	Dated:	 	  
	  	By:	 	  

		 		  	Name:	 	  

		 		  	Title: