**EXHIBIT 4.4**

JAZZ PHARMACEUTICALS PLC 

WARRANT 

 

JAZZ PHARMACEUTICALS PLC, an Irish incorporated public limited company (the “Company”), hereby certifies that,for value received, [             ] or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of[             ] ordinary shares of $0.0001 each in the capital of the Company (the “Ordinary Shares”), (each such share, a “Warrant Share” and all such shares, the“Warrant Shares”) at an exercise price equal to $9.34 per share (as adjusted from time to time as provided in Section 9 , the “Exercise Price”), at any time through and including March 17, 2013 (the“Expiration Date”), and subject to the following terms and conditions. This warrant (the “Warrant”) is one of a series of similar warrants (collectively, “Warrants”) issued pursuant to that certain Senior Secured Noteand Warrant Purchase Agreement, dated as of March 14, 2008, by and among Jazz Pharmaceuticals, Inc. and the Purchasers identified therein (the “Purchase Agreement”). 

1     Definitions. In addition to the terms defined elsewhere in this Warrant, capitalized terms that are nototherwise defined herein have the meanings given to such terms in the Purchase Agreement. Additional definitions are as follows: 

“**Affiliate**” shall have the meaning ascribed to such term in Rule 405 under the Securities Act. 

“**Business Day**” means a day, other than a Saturday or Sunday, on which banks in New York City and Dublin are open for the general transaction of business. 

“**Closing Price**” means, for any date, the closing price per share of the Ordinary Shares for such date (or the nearestpreceding date) on the primary Eligible Market or exchange or quotation system on which the Ordinary Shares are then listed or quoted. 

“**Eligible Market**” means any of the New York Stock Exchange, The Nasdaq Global Market, The Nasdaq Global Select Market or The Nasdaq Capital Market. 

“**Exchange Act**” means the Securities Exchange Act of 1934, as amended. 

“**Person**” means any individual or corporation, partnership, trust, incorporated or unincorporated association, jointventure, limited liability company, or joint stock company. 

“**Securities Act**” means the Securities Act of1933, as amended. 

“**Trading Day**” means (a) any day on which the Ordinary Shares are listed or quoted andtraded on its primary Trading Market, (b) if the Ordinary Shares are not then listed or quoted and traded on any Eligible Market, then a day on which trading occurs on the OTC Bulletin Board (or any successor thereto), or (c) if tradingceases to occur on the OTC Bulletin Board (or any successor thereto), any Business Day. 

“**Trading Market**”means OTC Bulletin Board or any other Eligible Market, or any national securities exchange, market or trading or quotation facility on which the Ordinary 

Shares is then listed or quoted. 

2.    Registration of Warrant. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the Holder of record hereof from time to time. The Company maydeem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary. 

3.     Registration of Transfers. Subject to the provisions of Section 11 below, the Company shallregister the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified herein or to the designee ofthe Company at its address specified by the Company. Upon any such registration of transfer, a new warrant to purchase Ordinary Shares, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing theportion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant bythe transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant. 

4.     Exercise and Duration of Warrants. 

(a)     This Warrant shall be exercisable by the registered Holder at any time and from time to time up to and including the Expiration Date. At 6:30 P.M., New York City time on theExpiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value. 

(b)     A Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached hereto (the “Exercise Notice”), appropriatelycompleted and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised, and the date such items are delivered to the Company (as determined in accordance with the noticeprovisions hereof) is an “Exercise Date.” The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice in respect of less than all the WarrantShares issuable upon exercise of this Warrant shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. 

5.     Delivery of Warrant Shares. Upon exercise of this Warrant, the Company shall promptly (but in no eventlater than three Trading Days after the Exercise Date) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Sharesissuable upon such exercise, free of restrictive legends unless a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freelytransferable without volume restrictions pursuant to Rule 144 under the Securities Act. The Holder, or any Person so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as ofthe Exercise Date. The Company shall, upon request of the Holder, use commercially reasonable efforts to deliver Warrant Shares hereunder electronically through The Depository Trust Company or another established clearing corporation performingsimilar functions if, at the time of delivery of such Warrant 

Shares, the Company is generally able to so deliver Ordinary Shares electronically. 

(a)     This Warrant is exercisable, either in its entirety or, from time to time, for a portion of the number of Warrant Shares. Upon surrender of this Warrant following any partialexercise, the Company shall issue or cause to be issued, at its expense, a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. 

(b)     In addition to any other rights available to a Holder, if the Company fails to deliver to the Holder a certificate representing Warrant Shares by the third Trading Day afterthe date on which delivery of such certificate is required by this Warrant, and if after such third Trading Day the Holder purchases (in an open market transaction or otherwise) Ordinary Shares to deliver in satisfaction of a sale by the Holder ofthe Warrant Shares that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within five Trading Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to theHolder in an amount equal to the Holder’s total purchase price (including reasonable brokerage commissions, if any) for the Ordinary Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliversuch certificate (and to issue such Ordinary Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Ordinary Shares and pay cash to the Holder in an amount equalto the excess (if any) of the Buy-In Price over the product of (A) such number of Ordinary Shares, times (B) the Closing Price on the date of the event giving rise to the Company’s obligation to deliver such certificate. 

(c)     The Company’s obligations to issue and deliver Warrant Shares inaccordance with theterms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action toenforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder orany other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit a Holder’s right to pursue anyother remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing OrdinaryShares upon exercise of this Warrant as required pursuant to the terms hereof. 

6.     Charges, Taxesand Expenses. Issuance and delivery of certificates for Ordinary Shares upon exercise of this Warrant shall be made without charge to the Holder for any issue or transfer tax, withholding tax, transfer agent fee or other incidental tax orexpense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involvedin the issuance, delivery or registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferringthis Warrant or receiving Warrant Shares upon exercise hereof. 

7.     Replacement of Warrant. Ifthis Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and 

upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft ordestruction and customary and reasonable bond or indemnity, if requested. Applicants for a New Warrant under such circumstances shall also comply with such other reasonable regulations and procedures and pay such other reasonable third-party costsas the Company may prescribe. 

8.     Reservation of Warrant Shares. The Company covenants that itwill at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Ordinary Shares, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as hereinprovided, the number of Warrant Shares which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of Persons other than the Holder (after giving effect to theadjustments and restrictions of Section 9, if any). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly andvalidly authorized, issued and fully paid up. The Company will use its reasonable best efforts to take all such action to assure that such Ordinary Shares may be issued as provided herein without violation of any applicable law or regulation, or ofany requirements of any securities exchange or automated quotation system upon which the Ordinary Shares may be listed or quoted, in each case, applicable to the Company. 

9.     Certain Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth inthis Section 9. 

(a)     Stock Dividends and Splits. If the Company, at anytime while this Warrant is outstanding, (i) pays a dividend on its Ordinary Shares or otherwise makes a distribution on any class of capital stock that is payable in Ordinary Shares, (ii) subdivides outstanding Ordinary Shares into alarger number of shares, or (iii) combines outstanding Ordinary Shares into a smaller number of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Ordinary Sharesoutstanding immediately before such event and of which the denominator shall be the number of Ordinary Shares outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effectiveimmediately after the record date for the determination of shareholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after theeffective date of such subdivision or combination. 

(b)     Pro Rata Distributions.If the Company, at any time while this Warrant is outstanding, distributes to holders of Ordinary Shares (i) evidences of its indebtedness, (ii) any security (other than a distribution of Ordinary Shares covered by the precedingparagraph), (iii) rights or warrants to subscribe for or purchase any security, or (iv) any other asset (in each case, “Distributed Property”), then in each such case the Holder shall be entitled upon exercise of this Warrant forthe purchase of any or all of the Warrant Shares, to receive the amount of Distributed Property which would have been payable to the Holder had such Holder been the holder of such Warrant Shares on the record date for the determination ofstockholders entitled to such Distributed Property. The Company will at all times set aside in escrow and keep available for distribution to such holder upon exercise of this Warrant a portion of the

Distributed Property to satisfy the distribution to which such Holder is entitled pursuant to the preceding sentence. 

(c)     Fundamental Transactions. If any capital reorganization, reclassification of the sharecapital of the Company, consolidation or merger of the Company with another entity in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another entity shall beeffected (any such transaction being hereinafter referred to as a “Fundamental Transaction”), then the Company shall use its best efforts to ensure that lawful and adequate provision shall be made whereby the Holder shall thereafter havethe right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of this Warrant, such shares of stock, securities or assets as wouldhave been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of this Warrant, had such reorganization, reclassification,consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, withoutlimitation, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any share of stock, securities or assets thereafter deliverable upon the exercise thereof. TheCompany shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor entity (if other than the Company) resulting from such consolidation ormerger, or the entity purchasing or otherwise acquiring such assets or other appropriate corporation or entity, shall assume the obligation to deliver to the Holder, at the last address of the Holder appearing on the books of the Company, suchshares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase, and the other obligations under this Warrant. The provisions of this Section 9(c) shall similarly apply to successivereorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions, each of which transactions shall also constitute a Fundamental Transaction. 

(d)     Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Pricepursuant to paragraph (a) of this Section, the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased (as the case may be), proportionately, so that after such adjustment the aggregateExercise Price payable hereunder for the decreased or increased (as the case may be) number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment. 

(e)     Calculations. All calculations under this Section 9 shall be made to the nearestcent or the nearest 1/100th of a share, as applicable. The number of Ordinary Shares outstanding at any given time shall not include shares owned or held by or for the account of the Company, and the disposition of any such shares shall beconsidered an issue or sale of Ordinary Shares. 

(f)     Notice of Adjustments.Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will promptly compute such adjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment, includinga statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities issuable upon exercise of this Warrant (as 

applicable), describing the transactions giving rise to such adjustments and showing in detail the facts upon which such adjustment is based. Upon written request, the Company will promptlydeliver a copy of each such certificate to the Holder and to the Transfer Agent. 

(g)    Notice of Corporate Events. If the Company (i) declares a dividend or any other distribution of cash, securities or other property in respect of its Ordinary Shares, including without limitation any granting of rights or warrants tosubscribe for or purchase any share capital of the Company, (ii) enters into any agreement contemplating, or solicits stockholder approval for, any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation orwinding up of the affairs of the Company, then the Company shall deliver to the Holder a notice describing the material terms and conditions of such transaction, at least fifteen calendar days prior to the applicable record or effective date onwhich a Person would need to hold Ordinary Shares in order to participate in or vote with respect to such transaction, and the Company will take all steps reasonably necessary in order to ensure that the Holder is given the practical opportunity toexercise this Warrant prior to such time so as to participate in or vote with respect to such transaction; provided, however, that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate actionrequired to be described in such notice. 

10.     Payment of Exercise Price. The Holder shall paythe Exercise Price in immediately available funds. 

11.     Transfers. 

(a)     Unregistered Security. Each Holder of this Warrant acknowledges that this Warrant hasnot been registered under the Securities Act, and agrees that in no event will it dispose of all or any portion of this Warrant unless and until it has complied with the provisions of Section 11(b) below. Without limiting the foregoing, theregistered Holder, by accepting this Warrant, agrees that it may transfer this Warrant (or any portion hereof), provided that, in the case of any transfer, the applicable transferee must agree in writing to be subject to the terms of this Warrant.

(b)     Transferability. Subject to the provisions of this Section 11, thisWarrant 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 assignment attached hereto at the principal office of the Company. Any purported transfer of allor any portion of this Warrant in violation of the provisions of this Warrant shall be null and void. 

12.     Fractional Shares. The Company shall not be required to issue or cause to be issued fractional WarrantShares on the exercise of this Warrant. If any fraction of a Warrant Share would, except for the provisions of this Section, be issuable upon exercise of this Warrant, the number of Warrant Shares to be issued will be rounded down to the nearestwhole share. 

13.     Notices. Any and all notices or other communications or deliveries hereunder(including without limitation any Exercise Notice) shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via electronic mail or facsimile at thee-mail address or facsimile number specified in the Purchase Agreement prior to 6:30 p.m. (New York City time) on a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered viaelectronic mail or facsimile at the e-mail address or facsimile 

number specified in the Purchase Agreement on a day that is not a Trading Day or later than 6:30 p.m. (New York City time) on any Trading Day, (iii) the Trading Day following the date ofdelivery to the courier service, if sent by nationally (or internationally) recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. The address for such notices orcommunications shall be as set forth in the Purchase Agreement. 

14.     Warrant Agent. The Companyshall serve as warrant agent under this Warrant. Upon 30 days’ notice to the Holder, the Company may appoint a new warrant agent. Any entity into which the Company or any new warrant agent may be merged or any entity resulting from anyconsolidation to which the Company or any new warrant agent shall be a party or any entity to which the Company or any new warrant agent transfers substantially all of its corporate trust or stockholder services business shall be a successor warrantagent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address asshown on the Warrant Register. 

15.     Miscellaneous. 

(a)     This Warrant may not be assigned by the Company except to a successor in the event of aFundamental Transaction. This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Subject to the preceding sentence, nothing in this Warrant shall be construed to give toany Person other than the Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant. 

(b)     Any term of this Warrant may be amended or waived only by an instrument in writing signed by the Company and the holder. 

(c)     The Company (i) will not increase the par value of any Warrant Shares above the amountpayable therefor on such exercise and (ii) will not close its shareholder books or records in any manner which interferes with the timely exercise of this Warrant, other than in connection with a business combination transaction. 

(d)     GOVERNING LAW: VENUE: WAIVER OF JURY TRIAL. ALL QUESTIONS CONCERNING THE CONSTRUCTION,VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE ANDFEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENTOF ANY OF THE TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT AND THAT SUCH SUIT, ACTION ORPROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY(WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS 

AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT TN ANY WAY ANY RIGHT TO SERVEPROCESS IN ANY MANNER PERMITTED BY LAW. EACH OF THE COMPANY AND THE HOLDER HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY. 

(e)     The headings herein are for convenience only, do not constitute apart of this Warrant and shall not be deemed to limit or affect any of the provisions hereof. 

(f)     In case any one or more of the provisions of this Warrant shall be invalid or unenforceablein any respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provisionwhich shall be a commercially reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Warrant. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK, SIGNATURE PAGE FOLLOWS] 

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by itsauthorized officer as of the date first indicated above. 

 
JAZZ PHARMACEUTICALS PLCBy:  Name:Title:

FORM OF EXERCISE NOTICE 

(To be executed by the Holder to exercise the right to purchase Ordinary Shares under the foregoing Warrant) 

To: JAZZ PHARMACEUTICALS PLC 

The undersigned is the Holder of WarrantNo.                 (the “Warrant”) issued by JAZZ PHARMACEUTICALS PLC, an Irish incorporated public limited company (the “Company”).Capitalized terms used herein and not otherwise defined have the respective meanings set forth in the Warrant. 

 
1.The Warrant is currently exercisable to purchase a total of                 Warrant Shares. 
 
2.The undersigned Holder hereby exercises its right to purchase                 Warrant Shares pursuant to the Warrant. 
 
3.The Holder shall pay the sum of $                                                 to the Company in accordance with the terms of the Warrant. 
 
4.Pursuant to this exercise, the Company shall deliver to the holder                 Warrant Shares in accordance with the terms of the Warrant. 
 
5.Following this exercise, the Warrant shall be exercisable to purchase a total                 of Warrant Shares. 
Dated:                                             , 

 
Name of Holder:(Print)  By:  Name:  Title:   (Signature must conform in all respects to name of holder as specified on the face of the Warrant)

FORM OF ASSIGNMENT 

[To be completed and signed only upon transfer of Warrant] 

FOR VALUE RECEIVED,                                                             hereby sells, assigns and transfers all of the rights of the undersigned transferor under the attached Warrant with respect to thenumber of Ordinary Shares 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 attachedWarrant governing the transfer of such Warrant, including without limitation the provisions of Section 11 thereof, and acknowledges that any purported transfer of all or any part of such Warrant in violation of the terms of the attached Warrantshall be null and void. 

 
Dated:                              By:    Name:    Title: 
The undersigned transferee of the attached Warrant acknowledges the limitations on transfer of theattached Warrant, including without limitation those contained in Section 11 thereof, agrees to be bound by the terms of the attached Warrant to the same extent as if the undersigned transferee were the initial holder of the attached Warrant.

 
Dated:                              By:    Name:    Title: