Item 9.01. Financial Statements and Exhibits.






  (a) Financial statements of business acquired.

The audited consolidated financial statements of GW as of December 31, 2020 and 2019 and for the years then ended, and the notes related thereto, are filed as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated herein by reference. The consent of Deloitte & Touche LLP, the independent registered public accounting firm of GW, is attached hereto as Exhibit 23.1 to this Current Report on Form 8-K/A.

The unaudited consolidated financial statements of GW as of March 31, 2021 and December 31, 2020 and for the three months ended March 31, 2021 and 2020, and the notes related thereto, are filed as Exhibit 99.3 to this Current Report on Form 8-K/A and are incorporated herein by reference.





  (b) Pro forma financial information.

The unaudited pro forma condensed combined financial statements of Jazz and GW as of and for the three months ended March 31, 2021 and for the year ended December 31, 2020, and the notes related thereto, each giving effect to the Transaction, are included as Exhibit 99.4 to this Current Report on Form 8-K/A and are incorporated herein by reference.

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  (d) Exhibits.




Exhibit No.    Description of Exhibit

2.1              Transaction Agreement, dated as of February 3, 2021, by and among
               Jazz Pharmaceuticals UK Holdings Limited, Jazz Pharmaceuticals
               Public Limited Company and GW Pharmaceuticals plc (incorporated
               herein by reference to Exhibit 2.1 to the Current Report on Form 8-K
               (File No. 001-33500), as filed by Jazz with the SEC on February 4,
               2021).*

10.1             Credit Agreement, dated as of May 5, 2021, by and among Jazz
               Pharmaceuticals Public Limited Company, the other borrowers from
               time to time party thereto, the lenders and issuing banks from time
               to time party thereto, Bank of America, N.A., as administrative
               agent, and U.S. Bank National Association, as collateral trustee
               (incorporated herein by reference to Exhibit 10.1 to the Current
               Report on Form 8-K (File No. 001-33500), as filed by Jazz with the
               SEC on May 5, 2021). *

23.1             Consent of Deloitte & Touche LLP.

99.1             Jazz Press Release dated as of May 5, 2021 (incorporated herein by
               reference to Exhibit 99.1 to the Current Report on Form 8-K (File
               No. 001-33500), as filed by Jazz with the SEC on May 5, 2021).

99.2             Audited consolidated financial statements of GW as of and for the
               years ended December 31, 2020 and 2019, and the notes related
               thereto.

99.3             Unaudited consolidated financial statements of GW as of March 31,
               2021 and December 31, 2020 and for the three months ended March 31,
               2021 and 2020, and the notes related thereto.

99.4             Unaudited pro forma condensed combined financial statements as of
               and for the three months ended March 31, 2021 and for the year ended
               December 31, 2020, and the notes related thereto.

104            Cover Page Interactive Data File (embedded within the Inline XBRL
               document).

* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of

Regulation S-K. Jazz agrees to furnish supplementally a copy of any omitted

schedule or exhibit to the SEC upon its request.

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