Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-151593 PROSPECTUS SUPPLEMENT (To Prospectus dated June 19, 2008) 3,848,289 Shares of Common Stock Warrants to Purchase 1,731,724 Shares of Common Stock We are offering up to 3,848,289 shares of our common stock and warrants to purchase up to 1,731,724 shares of our common stock in this offering (and the shares of common stock issuable from time to time upon exercise of these warrants). The common stock and warrants will be sold in units, with each unit consisting of one share of common stock and a warrant to purchase 0.45 of a share of common stock at an exercise price of $7.37 per share of common stock. Each unit will be sold at a negotiated price of $6.75625 per unit. Units will not be issued or certificated. The shares of common stock and warrants are immediately separable and will be issued separately. Our common stock is listed on The NASDAQ Global Market under the symbol “JAZZ.” On July 15, 2008, the closing consolidated bid price of our common stock on The NASDAQ Global Market was $6.70 per share. We are offering these shares of common stock and warrants to purchase common stock on a best efforts basis primarily to institutional investors and to certain of our existing investors. We have retained Lazard Capital Markets LLC to act as lead placement agent and Leerink Swann LLC to act as co- placement agent in connection with this offering. Investing in our securities involves significant risks. See “Risk Factors” beginning on page S-5 of this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Maximum Per Unit Offering Amount Public offering price $6.75625 $26,000,002.56 Placement agents’ fee $0.32482 $ 1,250,000.00 Proceeds, before expenses, to us $6.43143 $24,750,002.56 We estimate the total expenses of this offering, excluding the placement agents’ fees, will be approximately $250,000. Because there is no minimum offering amount required as a condition to closing in this offering, the actual offering amount and net proceeds to us, if any, in this offering may be substantially less than the total maximum offering amounts set forth above. We are not required to sell any specific number or dollar amount of the units offered in this offering, but the placement agents will use their commercially reasonable best efforts to arrange for the sale of all of the units offered. Pursuant to an escrow agreement among us, the placement agents and an escrow agent, some or all of the funds received in payment for the units sold in this offering will be wired to a non-interest bearing escrow account and held until we and the placement agents notify the escrow agent that this offering has closed, indicating the date on which the shares and warrants are to be delivered to the purchasers and the proceeds are to be delivered to us. LAZARD CAPITAL MARKETS LEERINK SWANN Prospectus Supplement dated July 15, 2008. Table of Contents TABLE OF CONTENTS Prospectus Supplement Page About this Prospectus Supplement S-i Prospectus Supplement Summary S-1 Risk Factors S-5 Use of Proceeds S-32 Dilution S-33 Description of Securities We Are Offering S-34 Plan of Distribution S-36 Legal Matters S-37 Prospectus Page About This Prospectus 1 Jazz Pharmaceuticals, Inc. 2 Risk Factors 3 Disclosure Regarding Forward-Looking Statements 3 The Securities We May Offer 4 Ratio of Earnings to Fixed Charges 6 Use of Proceeds 6 Description of Capital Stock 7 Description of Debt Securities 10 Description of Warrants 17 Description of Units 19 Legal Ownership of Securities 20 Plan of Distribution 23 Legal Matters 24 Experts 24 Where You Can Find Additional Information 24 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is the prospectus supplement, which describes the specific terms of the securities we are offering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into the accompanying prospectus. The second part, the accompanying prospectus, including the documents incorporated by reference, provides more general information. Generally, when we refer to this prospectus, we are referring to both parts of this document combined. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus or in any document incorporated by reference that was filed with the SEC before the date of this prospectus supplement, on the other hand, you should rely on the information in this prospectus supplement. If any statement in one of these documents is inconsistent with a statement in another document having a later date — for example, a document incorporated by reference in the accompanying prospectus — the statement in the document having the later date modifies or supersedes the earlier statement. You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any related free writing prospectus that we authorized to be distributed to you. We have not, and the placement agents have not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the common stock and warrants to purchase common stock and the distribution of this prospectus outside the United States. You S-i Table of Contents should assume that the information appearing in this prospectus supplement, the accompanying prospectus, the documents incorporated by reference in this prospectus supplement and the accompanying prospectus and any related free writing prospectus that we authorized to be delivered to you is accurate only as of the respective dates of those documents. Our business, financial condition, results of operations and prospects may have changed since those dates. You should read this prospectus supplement, the accompanying prospectus, the documents incorporated by reference in this prospectus supplement and the accompanying prospectus and any related free writing prospectus that we authorized to be delivered to you when making your investment decision. You should also read and consider the information in the documents we have referred you to in the section of the accompanying prospectus entitled “Where You Can Find Additional Information.” S-ii Table of Contents PROSPECTUS SUPPLEMENT SUMMARY This summary highlights certain information about us, this offering and information appearing elsewhere in this prospectus supplement, in the accompanying prospectus and in the documents we incorporate by reference. This summary is not complete and does not contain all of the information that you should consider before investing in our securities. To fully understand this offering and its consequences to you, you should read this entire prospectus supplement and the accompanying prospectus carefully, including the factors described under the heading “Risk Factors” in this prospectus supplement beginning on page S-5, and the financial statements and other information incorporated by reference in this prospectus supplement and the accompanying prospectus when making an investment decision. About Jazz Pharmaceuticals, Inc. Our Business We are a specialty pharmaceutical company focused on identifying, developing and commercializing innovative products to meet unmet medical needs in neurology and psychiatry. Our goal is to build a broad portfolio of products through a combination of internal development and acquisition and in-licensing activities, and to utilize our specialty sales force to promote our products in our target markets. We apply novel formulations and drug delivery technologies to known drug compounds, and to compounds with the same mechanism of action or similar chemical structure as marketed products, to improve patient care by, among other things, improving efficacy, reducing adverse side effects or increasing patient compliance relative to existing therapies. By working with these drug compounds, we believe that we can substantially mitigate the risks and reduce the costs and time associated with product development and commercialization of new therapies with significant market opportunities. Through the application of novel formulations and drug delivery technologies, we also explore potential new indications for known drug compounds. Since our inception in 2003, we have built a commercial operation and assembled a portfolio of products and product candidates that currently includes three marketed products and four product candidates in various stages of clinical development. We also have additional product candidates in earlier stages of development. Our marketed products are: • Xyrem® (sodium oxybate) oral solution. Xyrem is the only product approved by the U.S. Food and Drug Administration, or FDA, for the treatment of both cataplexy and excessive daytime sleepiness in patients with narcolepsy. Narcolepsy is a chronic neurologic disorder caused by the brain’s inability to regulate sleep-wake cycles. According to the National Institutes of Health, 150,000 or more individuals in the United States are affected by narcolepsy. We promote Xyrem in the United States to neurologists, psychiatrists, pulmonologists and sleep specialists through our approximately 200 person specialty sales force. We have significantly increased U.S. sales of Xyrem since acquiring rights to Xyrem in June 2005. We have licensed the rights to commercialize Xyrem in 54 countries outside of the United States to UCB Pharma Limited, or UCB, and in Canada to Valeant Canada Limited, or Valeant.