exhibit 4. 2e assignment, assumption and amendment agreement this assignment, assumption and amendment agreement ( the “ agreement ” ) is made effective as of the effective time, by and among jazz pharmaceuticals, inc., a delaware corporation ( “ jpi ” ), jazz pharmaceuticals public limited company ( f / k / a azur pharma public limited company ), a public limited company formed under the laws of ireland ( “ new jazz ” ), and the undersigned holders ( the “ consenting holders ” ). recitals whereas, jpi and the investors are parties to that certain third amended and restated investor rights agreement made effective as of june 6, 2007 and as amended ( as amended, the “ investor rights agreement ” ). whereas, jpi, new jazz, jaguar merger sub inc., a delaware corporation and wholly owned subsidiary of new jazz ( “ merger sub ” ), and seamus mulligan, solely in his capacity as the representative for the indemnitors, entered into an agreement and plan of merger and reorganization, dated as of september 19, 2011 ( the “ merger agreement ” ), pursuant to which, among other things, merger sub will merge with and into jpi ( the “ merger ” ), with jpi as the surviving corporation in the merger as a wholly owned subsidiary of new jazz. at the effective time, among other things, ( x ) each share of the common stock, par value $ 0. 0001 per share, of jpi ( “ jpi common stock ” ) then issued and outstanding will be canceled and automatically converted into and become the right to receive one ordinary share, nominal value $ 0. 0001 per share, of new jazz ( “ new jazz ordinary shares ” ) and ( y ) each warrant to acquire jpi common stock outstanding as of immediately prior to the effective time will be converted into a warrant to acquire the number of new jazz ordinary shares equal to the number of shares of jpi common stock subject to such warrant immediately prior to the effective time, at an exercise price per new jazz ordinary share equal to the exercise price per share of jpi common stock otherwise purchasable pursuant to such warrant. whereas, the consenting holders acknowledge that new jazz has entered or intends to enter into a registration rights agreement in substantially the form attached as exhibit a hereto ( the “ azur rights agreement ” ) with the shareholders of new jazz prior to the merger ( the “ azur rights holders