Amendment No.2 to Sodium Gamma Hydroxybutyrate Development and Supply Agreement

Exhibit 10.54

Amendment No.2

to

Sodium Gamma Hydroxybutyrate

Development and Supply Agreement

This Amendment No.2 (the “Amendment”) to the Sodium Gamma Hydroxybutyrate Development and Supply Agreement dated November 6, 1996, as amended, is entered into as of March 30, 2007 (the “Execution Date”) between Jazz Pharmaceuticals, Inc., a Delaware corporation (“Jazz Pharmaceuticals”) and Lonza, Inc., a New York corporation (“Supplier”).

RECITALS

WHEREAS, Supplier and Orphan Medical, Inc., a Delaware corporation (“Orphan Medical”), have previously executed the Sodium Gamma Hydroxybutyrate Development and Supply Agreement dated as of November 6, 1996, as amended by Amendment No. 1 dated February 7, 2005 (collectively, the “Agreement”). Capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement;

WHEREAS, pursuant to Section 18.5 of the Agreement, Orphan Medical assigned its rights and obligations under the Agreement to Jazz Pharmaceuticals and all references to “Orphan Medical” in the Agreement therefore have been replaced by “Jazz Pharmaceuticals”; and

WHEREAS, in accordance with Section 18.4 of the Agreement, the parties wish to amend the Agreement as set forth in this Amendment.

NOW THEREFORE, in consideration of the mutual agreements and covenants set forth hereinafter and in the Agreement and other good and valuable consideration, receipt of which is hereby acknowledged, Jazz Pharmaceuticals and Supplier hereby agree as follows:

“1.3 “Contract Year” means each twelve (12) month period during the term of this Agreement starting on January 1^st and ending on December 31^st.”

“1.25 “Quota” means the manufacturing quota quantity of the Drug allotted by the DEA to Supplier in a Contract Year in order for Supplier to perform the services hereunder.”

“6.1 No later than the tenth (10^th) calendar day of each calendar month during the term of the Agreement, Jazz Pharmaceuticals shall furnish to Supplier a written rolling twelve (12) month forecast of Jazz Pharmaceuticals’ anticipated purchases, including shipment dates, of the Drug (the “Forecast”). The first three (3) months covered in each twelve (12) month Forecast provided shall constitute a firm order (each, a “Firm Order”); the remaining nine (9) months covered by each Forecast shall be a non-binding estimate only. Each Forecast shall cover a twelve (12)-month forecast period starting the first (1st) day of the calendar month that is three (3) months after the month in which Jazz Pharmaceuticals provided such Forecast to Supplier. By way of example, the Forecast which Jazz Pharmaceuticals provides by April 10, 2007 shall cover the period from July 1, 2007 until October 30, 2008. For amounts of the Drug set forth in the Forecast, Jazz Pharmaceuticals and Supplier realize that the Quota may restrict manufacturing and hence delivery of shipments throughout the calendar year for which such Quota applies. If the Quota restricts, and is anticipated to restrict, Supplier’s ability to meet the manufacturing requirements set forth in the Forecast, Supplier will promptly notify Jazz Pharmaceuticals and the parties will meet and agree on a plan to resolve the anticipated shortfall in requested Drug within 30 days.

(a) To ensure an uninterrupted supply of the Drug and to mitigate manufacturing delays caused by the Quota, Supplier agrees to use its commercially reasonable efforts to manufacture and maintain a reserve of Drug (the “Target Reserve”) for purchase by Jazz Pharmaceuticals based upon the Quota in such calendar year. The Target Reserve for any calendar year shall be calculated as follows:

2

The inventory must be moved every calendar year, if at any time, the manufacture date of the stock in inventory is greater than one (1) calendar year from the date is was released; which could equate to a portion of the inventory, Jazz Pharmaceuticals agrees to compensate Supplier for the inventory on stock if otherwise not consumed.

Notwithstanding the above, the parties acknowledge that the DEA has ultimate control of the amount of the Drug that can be produced each calendar year.

(b) Supplier agrees to use its commercially reasonable efforts to obtain from the DEA the manufacturing quota of the Drug requested by Jazz Pharmaceuticals in a Contract Year including, but not limited to, any additional manufacturing quota amounts of the Drug that Jazz Pharmaceuticals may request Supplier to obtain during the Contract Year.

(c) Supplier acknowledges that in connection with seeking additional manufacturing quota of the Drug from the DEA pursuant to Section 6.1(b) above, Jazz Pharmaceuticals may wish to reserve capacity in addition to the capacity required to manufacture the Forecast. Accordingly, Jazz Pharmaceuticals will notify Supplier at least ninety (90) days in advance if it wishes to reserve additional capacity to manufacture additional Drug that is subject to the approval of the DEA of additional manufacturing quota of the Drug. If the reserve capacity is not needed because of quota restrictions or other, Jazz Pharmaceuticals will pay Supplier the equipment changeover fee of $150,000 and fixed costs ($19/kg). If the reserve capacity is needed in a quota restricted situation, but the expected campaign is smaller than indicated, Jazz Pharmaceuticals will pay the price/gram indicative of the actual campaign. In either case, Supplier may accept other opportunities to use its production capacity; however, the fees could be waived or, if paid, then Jazz Pharmaceuticals will be credited against future Firm Orders if Supplier can fill the equipment with other projects.

(d) Supplier shall provide or purchase all materials and supplies necessary to manufacture the Drug. Supplier shall

3

manufacture the Drug in accordance with the Specifications, the Validation Protocol and applicable cGMPs and shall package, label and/or otherwise prepare the Drug for bulk delivery to a Jazz Pharmaceuticals designated drug product manufacturer. Supplier further agrees that the Drug shall meet FDA, European, and Canadian standards and specifications. The International Conference on Harmonization (ICH) guidelines will be followed for development and manufacturing decisions.”

“18.1 Choice of Law. This Agreement shall be governed by and interpreted in accordance with the laws of New York, without regard to its conflict of laws provisions.”

Amendment of Appendix H. Appendix H of the Agreement is hereby deleted in its entirety and hereby replaced with the following, which is attached hereto as Exhibit A. Pricing is for 2007. However, Supplier will use its commercially reasonable efforts to make improvements to the manufacturing process which would result in reduced costs and thus reduced pricing to Jazz Pharmaceuticals.

4

IN WITNESS WHEREOF, the parties have executed this Amendment No.2 as of the Execution Date.

5

Exhibit A

Appendix H

Revised Drug Price

2007 Price: Below is the annual price or campaign price. The DEA quota granted at the end of each calendar year will define the annual price for the following year in the below table. If Jazz Pharmaceuticals and Lonza have quota restrictions and all orders can not be met then subsequent pricing will be dictated by campaign size below agreed to in writing by Jazz Pharmaceuticals and Lonza.

Assumptions:

This price includes:

6

Note:

Example of Price Targets based on improvements that need to be discussed with Jazz:

7