SUBSCRIPTION AGREEMENT

Exhibit 10.1

SUBSCRIPTION AGREEMENT

Jazz Pharmaceuticals, Inc.

3180 Porter Drive

Palo Alto, CA 94304

Ladies and Gentlemen:

The undersigned (the “ Investor ”) hereby confirms its agreement with you as follows:

1. This Subscription Agreement, including the Terms and Conditions For Purchase of Units attached hereto as Annex I (collectively, this “ Agreement ”) is made as of the date set forth below between Jazz Pharmaceuticals, Inc., a Delaware corporation (the “ Company ”), and the Investor.

2. The Company has authorized the sale and issuance to certain investors of up to an aggregate of 3,848,289 units (the “ Units ”), with each Unit consisting of (i) one share (the “ Share ,” collectively, the “ Shares ”) of its common stock, par value $0.0001 per share (the “ Common Stock ”), and (ii) one warrant (the “ Warrant ,” collectively, the “ Warrants ”) to purchase 0.45 of a share of Common Stock (and the fractional amount being the “ Warrant Ratio ”), in substantially the form attached hereto as Exhibit B , subject to adjustment by the Company’s Board of Directors, or a committee thereof, for a purchase price of $6.75625 per Unit (the “ Purchase Price ”). Units will not be issued or certificated. The Shares and Warrants are immediately separable and will be issued separately. The shares of Common Stock issuable upon exercise of the Warrants are referred to herein as the “ Warrant Shares ” and, together with the Units, the Shares and the Warrants, are referred to herein as the “ Securities ”).

3. The offering and sale of the Units (the “ Offering ”) are being made pursuant to (1) an effective Registration Statement on Form S-3 (File No. 333-151593) (including the Prospectus contained therein (the “ Base Prospectus ”), the “ Registration Statement ”) filed by the Company with the Securities and Exchange Commission (the “ Commission ”), (2) the “free writing prospectus” (as that term is defined in Rule 405 under the Securities Act of 1933, as amended (the “ Act ”)), dated July 15, 2008 (the “ Issuer Free Writing Prospectus ”), containing certain supplemental information regarding the Securities, the terms of the Offering and information that may be material to the Company and its securities that has been or will be filed with the Commission, and that has been delivered to the Investor on or prior to the date hereof, and (3) a Prospectus Supplement (the “ Prospectus Supplement ” and together with the Base Prospectus, the “ Prospectus ”) containing certain supplemental information regarding the Securities, the terms of the Offering the terms of the Offering and information that may be material to the Company and its securities that will be filed with the Commission and delivered to the Investor (or made available to the Investor by the filing by the Company of an electronic version thereof with the Commission).

4. The Company and the Investor agree that the Investor will purchase from the Company and the Company will issue and sell to the Investor the Units set forth below for the aggregate purchase price set forth below. The Units shall be purchased pursuant to the Terms and Conditions for Purchase of Units attached hereto as Annex I and incorporated herein by this reference as if fully set forth herein. The Investor acknowledges that the Offering is not being underwritten by the placement agents (the “ Placement Agents ”) named in the Prospectus Supplement and that there is no minimum offering amount.

5. The manner of settlement of the Shares included in the Units purchased by the Investor shall be determined by such Investor as follows ( check one ):

JPMorgan Chase Bank, N.A.

ABA # 021000021

Account Name: Jazz Pharmaceuticals, Inc.

Account Number: 77132705

Attention : Audrey Cohen

Tel: (212) 623-5078

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IT IS THE INVESTOR’S RESPONSIBILITY TO (A) MAKE THE NECESSARY WIRE TRANSFER OR CONFIRM THE PROPER ACCOUNT BALANCE IN A TIMELY MANNER AND (B) ARRANGE FOR SETTLEMENT BY WAY OF DWAC OR DVP IN A TIMELY MANNER. IF THE INVESTOR DOES NOT DELIVER THE AGGREGATE PURCHASE PRICE FOR THE UNITS OR DOES NOT MAKE PROPER ARRANGEMENTS FOR SETTLEMENT IN A TIMELY MANNER, THE UNITS MAY NOT BE DELIVERED AT CLOSING TO THE INVESTOR OR THE INVESTOR MAY BE EXCLUDED FROM THE OFFERING ALTOGETHER .

6. The executed Warrant included in the Units purchased by the Investor shall be delivered in accordance with the terms thereof.

7. The Investor represents that, except as set forth below, (a) it has had no position, office or other material relationship within the past three years with the Company or persons known to it to be affiliates of the Company, (b) it is not a FINRA member or an Associated Person (as such term is defined under the FINRA Membership and Registration Rules Section 1011) as of the Closing, and (c) neither the Investor nor any group of Investors (as identified in a public filing made with the Commission) of which the Investor is a part in connection with the Offering, acquired, or obtained the right to acquire, 20% or more of the Common Stock (or securities convertible into or exercisable for Common Stock) or the voting power of the Company on a post-transaction basis. Exceptions:

_____________________________________________________________________

_____________________________________________________________________

_____________________________________________________________________

(If no exceptions, write “none.” If left blank, response will be deemed to be “none.”)

8. The Investor represents that it has received (or otherwise had made available to it by the filing by the Company of an electronic version thereof with the Commission) the Base Prospectus, dated June 19, 2008, which is a part of the Company’s Registration Statement, the documents incorporated by reference therein and the Issuer Free Writing Prospectus (collectively, the “ Disclosure Package ”), which includes pricing and other information regarding the Offering (the “ Offering Information ”), prior to or in connection with the receipt of this Agreement. The Investor acknowledges that the Issuer Free Writing Prospectus included in the Disclosure Package contains information that may be material to the Company and its securities that will not be disclosed to the public until the Company files a Current Report on Form 8-K in accordance with Section 13 of Annex I hereto, and the Investor agrees not to transact or agree to transact in the Company’s securities or otherwise use such information unless and until (a) the Company files with the SEC on July 16, 2008 a Current Report on Form 8-K in accordance with Section 13 of Annex I hereto and (b) The NASDAQ Global Market has opened for regular trading on July 16, 2008.

9. No offer by the Investor to buy Units will be accepted and no part of the Purchase Price will be delivered to the Company until the Investor has received the Disclosure Package including the Offering Information and the Company has accepted such offer by countersigning a copy of this Agreement, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to the Company (or a Placement Agent on behalf of the Company) sending (orally, in writing or by electronic mail) notice of its acceptance of such offer. An indication of interest will involve no obligation or commitment of any kind until the Investor has been delivered the Disclosure Package including the Offering Information and this Agreement is accepted and countersigned by or on behalf of the Company.

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Number of Units:                                                                                   

Purchase Price Per Unit: $                                                                   

Aggregate Purchase Price: $                                                                 

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

Agreed and Accepted

this [              ] day of July, 2008:

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ANNEX I

TERMS AND CONDITIONS FOR PURCHASE OF UNITS

1. Authorization and Sale of the Units. Subject to the terms and conditions of this Agreement, the Company has authorized the sale of the Units.

2. Agreement to Sell and Purchase the Units; Placement Agents.

2.1 At the Closing (as defined in Section 3.1 ), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Units set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Units are attached as Annex I (the “ Signature Page ”) for the aggregate purchase price therefor set forth on the Signature Page.

2.2 The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “ Other Investors ”) and expects to complete sales of Units to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “ Investors ,” and this Agreement and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “ Agreements.”

2.3 Inv