CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACT

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

ASSET PURCHASE AGREEMENT

Jazz Pharmaceuticals plc,

a public limited liability corporation organized under the laws of Ireland;

Axsome Therapeutics, Inc.,

a Delaware corporation.

____________________________

Dated as of March 25, 2022

TABLE OF EXHIBITS AND SCHEDULES

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement is being entered into as of March 25, 2022, by and between Jazz Pharmaceuticals plc, a public limited liability corporation organized under the laws of Ireland ( Seller ), and Axsome Therapeutics, Inc., a Delaware corporation ( Purchaser ). Seller and Purchaser are referred to collectively in this Agreement as the Parties. Certain other capitalized terms used in this Agreement are defined in Exhibit A.

The Parties wish to provide for the purchase by Purchaser of certain assets from Seller and the Specified Affiliates, and to provide for certain related transactions, on the terms and subject to the conditions and other provisions set forth in this Agreement and in the Ancillary Agreements.

The transactions contemplated by this Agreement will occur in two separate closings: an Initial Closing, in which Seller and the Specified Affiliates will transfer to Purchaser the Specified Initial Assets and Purchaser will assume certain liabilities of Seller and the Specified Affiliates; and a Final Closing, in which Seller and the Specified Affiliates will transfer to Purchaser the Specified Ex-U.S. Assets and Purchaser will assume certain additional liabilities of Seller and the Specified Affiliates.

The Parties, intending to be legally bound, agree as follows:

SECTION 1. Sale and Purchase of Specified Initial Assets.

1.1 Sale and Purchase of Specified Initial Assets. On the terms and subject to the conditions and other provisions set forth in this Agreement, at the Initial Closing, Seller will (or Seller will cause the Specified Affiliates to) sell, convey, transfer, assign and deliver to Purchaser and Purchaser will purchase from Seller, free and clear of all Liens except for Permitted Liens, all right, title and interest of Seller and its Affiliates as of the Initial Closing in and to all of the following assets to the extent related exclusively to the products set forth in Schedule 1.1 (the Specified Product ) and subject to Section 1.2 (collectively, and together with the Specified Inventory, the Specified Initial Assets ):

(a) the Specified U.S. IP Rights, including the Patent Rights and registered Trademark Rights and domain names set forth in Part 4.3(b)(i) of the Disclosure Schedule and the associated goodwill;

(b) all rights of Seller and its Specified Affiliates as of the Initial Closing Date under the contracts set forth in Schedule 1.1(b), (the Specified Initial Contracts ), including any purchase orders issued under Specified Initial Contracts;

(c) all Patent Files (except for Patent Files for the Specified Ex-U.S. IP Rights);

(d) the new drug applications under 21 USC Sections 355 and 505(b) for the Specified Product and all supplements thereto, and all marketing and governmental reimbursement Authorizations for the Specified Product in the U.S. Territory, in each case to the extent transferable to Purchaser, as set forth in Schedule 1.1(d) (the Specified Initial Authorizations );

(e) all clinical and pre-clinical data and other data for the Specified Product owned by Seller or a Specified Affiliate and referenced in the Specified Initial Authorizations or any investigation new drug application for the Specified Product in the U.S. Territory;

(f) the safety data base for the Specified Product (provided that the Purchaser shall be responsible for obtaining any license/subscription for any third party software or cloud service used to store data in the safety data base);

(g) all claims of Seller and its Specified Affiliates against third parties relating exclusively to the Specified Initial Assets (other than claims, counterclaims, defenses, causes of action, rights of recovery, rights of set-off and rights of subrogation against any third parties relating to Excluded Assets or Excluded Liabilities);

(h) labeling, informational letters, sales training materials, trade show materials, advertising, marketing, sales, artwork and promotional materials (including television and other media content), in each case that are currently in use and in the physical possession of or under the control of Seller and its Specified Affiliates as of the Initial Closing Date and only to the extent related exclusively to the promotion or sale of the Specified Product in the U.S. Territory;

(i) all medical affairs collateral (but excluding any email communications) that is reasonably available to and in the physical possession of or under the control of Seller as of the Initial Closing Date and only to the extent related exclusively to the Specified Product in the U.S. Territory; and

(j) (i) books, records, files, documentation relating exclusively to the Specified Product in the U.S. Territory and (ii) marketing plans; target lists; and correspondence with and any reports submitted by Seller or its Specified Affiliates to any Governmental Entity to the extent relating exclusively to the Specified Product in the U.S. Territory, to the extent Seller or its Specified Affiliates normally retains such correspondence and reports in the ordinary course of its regulatory activities; in each case that are in the physical possession of or under the control of Seller and its Specified Affiliates as of the Initial Closing Date and to the extent related exclusively to the Specified Product (the items identified in clause (ii) are referred to as Mingled Books and Records and together with the items identified in clause (i) the Specified Books and Records ); provided that the Specified Books and Records shall be deemed not to include any books, records or other items (i) that are subject to restrictions on transfer pursuant to applicable Legal Requirements (including the Health Insurance Portability and Accountability Act of 1996) or with respect to which transfer would require any Authorization under applicable Legal Requirements; (ii) relating to performance ratings or assessments of employees of Seller or its Specified Affiliates (other than the Specified U.S. Employees); or (iii) such books, records or other items with respect to which it is not reasonably practicable to identify and extract the portion thereof exclusively related to the Specified Product from the portions thereof that relate to

businesses of Seller or its Specified Affiliates other than the Specified Product (it being understood that Seller may retain a copy of such Mingled Books and Records).

To the extent permitted by applicable Legal Requirements, title to the Specified Initial Assets which are capable of passing by delivery shall pass by delivery at the Initial Closing.

1.1.1 Sale and Purchase of Specified Inventory. On the terms and subject to the conditions and other provisions set forth in this Agreement, Seller agrees to (or Seller will cause the Specified Affiliates to) sell, convey, transfer, assign and deliver to Purchaser, and Purchaser agrees to purchase from Seller, free and clear of all Liens except for Permitted Liens, all right, title and interest of Seller and its Affiliates as of the Initial Closing in and to all of the packaging materials, finished product inventories and product samples, work-in-process inventories, active pharmaceutical ingredients and other raw materials of or for the Specified Product in the U.S. Territory, in each case as of the Initial Closing Date (collectively, the Specified Inventory ). To the extent permitted by applicable Legal Requirements, title to the Specified Inventory which are capable of passing by delivery shall pass by delivery at the Initial Closing.

1.2 Excluded Assets. Notwithstanding anything to the contrary contained in Section 1.1 or, as applicable, Section 2.1, Seller will not be required to (and will not be required to cause the Specified Affiliates to) sell or transfer to Purchaser, and the Specified Assets will not be deemed to include, any of the following or any right or interest in or to any of the following (collectively, the Excluded Assets ):

(a) subject to Section 11.18, any Specified Initial Contract (and, after the Final Closing, any Specified Ex-U.S. Contract) if (i) a Consent is required to be obtained from any Person in order to permit the sale or transfer to Purchaser of the rights of Seller or any Affiliate of Seller under such Specified Initial Contract (and, after the Final Closing, any Specified Ex-U.S. Contract); and (ii) such Consent has not been obtained;

(b) any cash, cash equivalents or Accounts Receivable (including cash and Accounts Receivable relating to products sold prior to the Initial Closing in the U.S. Territory or relating to products sold prior to the Final Closing in the Ex-U.S. Territory);

(c) any Tax records of Seller (including all tax returns) relating to the Specified Assets;

(d) all rights of Seller to any refunds, or rights or claims to refunds, of Taxes, Tax deposits, Tax credits or other Tax assets attributable to a Tax payment made or other Tax-related action taken by Seller (including any refunds, or rights or claims to refunds, of Taxes, Tax deposits, Tax credits or other Tax assets for any taxable period prior to the Initial Closing Date or Final Closing Date, as applicable);

(e) automobiles, office, telecommunications, network, and information technology equipment, computers, notebooks and software or software as a service and other infrastructure assets;

(f) any prepaid fees payable to the FDA, the EMA, the MHRA or other Governmental Entities in with respect to the Specified Product (with Purchaser reimbursing Seller

at (i) the Initial Closing for any prepaid fees relating to the Specified Initial Assets for any period after the Initial Closing or (ii) the Final Closing for any prepaid fees relating to the Specified Ex-U.S. Assets for any period after the Final Closing);

(g) any wholesale licenses, US Drug Enforcement Agency registrations or other Authorizations required for the manufacture, marketing, sale, import, export or distribution of any commercial pharmaceutical products that are controlled substances and that are not specifically related to the Specified Product;

(h) insurance policies or the right to make claims under any insurance policy, subject to Section 10 below; and

(i) any asset identified on Schedule 1.2.

1.3 Initial Purchase Price. As consideration for the sale of the Specified Initial Assets to Purchaser:

(a) No later than three (3) Business Days prior to the Initial Closing, Seller shall provide written wire instructions to Purchaser. Pursuant to the wire instructions provided to Purchaser, Purchaser will pay to Seller at the Initial Closing (without deduction or setoff of any nature) by wire transfer of immediately available funds, the sum of $50,000,000, plus $3,000,000 as payment for the Specified Inventory to be transferred to Purchaser as of the Initial Closing (the Initial Purchase Price );

(b) Purchaser will assume at the Initial Closing the Assumed Liabilities; and

(c) Purchaser shall make non-refundable, non-creditable royalty payments to Seller equal to (i) []% for any Current Indication, or (ii) []% for any Future Indication, of Net Sales made during the applicable Royalty Term in the U.S. Territory ( Royalty Payments ). The Royalty Payments shall be made in accordance with Section 6.18. For the avoidance of doubt, (i) there shall be no Royalty Payments on any Net Sales outside of the U.S. Territory, and (ii) the Royalty Payments shall be in addition to any and all milestone, royalty and other payments that are Assumed Liabilities.

1.4 Excluded Liabilities. The Parties acknowledge that Purchaser will not be assuming any liabilities of Seller or the Specified Affiliates other than the Assumed Initial Liabilities and, after the Final Closing Date, the Assumed Ex-U.S. Liabilities, and that Seller or the Specified Affiliates, as applicable, will remain responsible for all liabilities of Seller or the Specified Affiliates, as applicable, other than the Assumed Initial Liabilities or, after the Final Closing Date, the Assumed Ex-U.S. Liabilities (such liabilities, Excluded Liabilities ). For the avoidance of doubt, except for Assumed Initial Liabilities, or, after the Final Closing Date, Assumed Ex-U.S. Liabilities, or as otherwise set forth in this Agreement or any Ancillary Agreement, any accounts payable, indebtedness or other actual or contingent liability incurred by Seller in connection with the Specified Initial Assets with respect to any period prior to the Initial Closing, or Specified Ex-U.S. Assets with respect to any period prior to the Final Closing, and any Severance Obligations for Specified EU Employees, shall be an Excluded Liability.

1.5 Initial Ancillary Agreements. At the Initial Closing, the Parties will enter into the following additional agreements (the Initial Ancillary Agreements ):

(a) an Assumption Agreement substantially in the form of Exhibit B-1;

(b) a Bill of Sale substantially in the form of Exhibit C-1;

(c) Patent and Trademark Assignment Agreements substantially in the forms of Exhibit D-1;

(d) any letter of transfer or other documentation for the transfer of the marketing Authorizations for the Specified Product in the U.S. Territory;

(e) a Transition Services Agreement substantially in the form of Exhibit E-1;

(f) a Safety Data Exchange Agreement substantially in the form of Exhibit F; and

(g) the SK Sublicense.

1.6 Initial Closing. The closing of the purchase of the Specified Initial Assets by Purchaser (the Initial Closing ) will take place electronically at a time and on a date to be agreed upon by the Parties, which will be not more than three (3) Business Days after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 7 (other than those conditions that by their nature are to be satisfied at the Initial Closing); provided that neither Party shall be required to consummate the Initial Closing prior to May 4, 2022, which date Seller or Purchaser may extend up to an additional five (5) days upon written notice to the other Party. For purposes of this Agreement, Initial Closing Date means the date as of which the Initial Closing actually takes place. Purchaser may assign its rights and obligations under this Agreement prior to the Initial Closing to an Affiliate of the Purchaser (the Purchaser Designee ) pursuant to Section 11.10 hereof.

1.7 Guarantee. Upon such assignment referenced in Section 1.6 above, Purchaser hereby absolutely, unconditionally and irrevocably guarantees (the Purchaser Payment Guarantee ) the prompt and full payment and performance of any and all obligations (including payment obligations and other covenants) of Purchaser Designee under this Agreement (the Purchaser Obligations ). The liabilities and obligations of Purchaser under this Section 1.7 shall not be released, discharged or otherwise affected by: (a) any acceleration, extension, modification or renewal in respect of any Purchaser Obligations by operation of law or otherwise; (b) any amendment, waiver or modification of this Agreement; or (c) by any other Legal Requirement expressly applicable to guarantees. The Purchaser Payment Guarantee is a guarantee of payment and performance and not of collection, and Seller shall not be obligated to enforce or exhaust its remedies against Purchaser Designee before proceeding to enforce the Purchaser Payment Guarantee. Purchaser hereby irrevocably waives any and all rights and defenses under, and each other provision of, any applicable Legal Requirement which restricts or in any way limits the rights of any obligee against a guarantor or surety following a default or failure of payment or performance by an obligor with respect to whose obligations the guarantee or surety is provided. The Purchaser Payment Guarantee shall survive each of the Initial Closing and Final Closing and

remain in effect for so long as Purchaser, Purchaser Designee or any of its Affiliates has obligations under this Agreement.

SECTION 2. Sale and Purchase of Specified Ex-U.S. Assets.

2.1 Sale and Purchase of Specified Ex-U.S. Assets. On the terms and subject to the conditions and other provisions set forth in this Agreement, at the Final Closing, Seller will (or Seller will cause the Specified Affiliates to) sell, convey, transfer, assign and deliver to Purchaser and Purchaser will purchase from Seller, free and clear of all Liens except for Permitted Liens, all right, title and interest of Seller and its Affiliates as of the Final Closing in and to all of the following assets to the extent related exclusively to the Specified Product and subject to Section 1.2 (collectively, the Specified Ex-U.S. Assets ):

(a) the Specified Ex-U.S. IP Rights, including the Patent Rights and registered Trademark Rights and domain names set forth in Part 4.3(b)(ii) of the Disclosure Schedule and the associated goodwill;

(b) all rights of Seller and its Specified Affiliates as of the Final Closing Date under the contracts set forth in Schedule 2.1(b), including any purchase orders issued under such contracts, any clinical trial agreements entered into after the date of this Agreement in connection with Seller's post-marketing HYPNOSA study in Spain and any other contracts approved by Purchaser (the Specified Ex-U.S. Contracts );

(c) the Patent Files for the Specified Ex-U.S. IP Rights;

(d) all packaging materials, finished product inventories and product samples, work-in-process inventories, active pharmaceutical ingredients and other raw materials of or for the Specified Product in the Ex-U.S. Territory, in each case as of the Final Closing Date (collectively, the Ex-U.S. Inventory );

(e) the marketing authorization application for the Specified Product filed with the EMA and the MHRA, and all marketing and governmental reimbursement Authorizations for the Specified Product in the Ex-U.S. Territory, in each case to the extent transferable to Purchaser, as set forth in Schedule 2.1(e) (the Specified Ex-U.S. Authorizations );

(f) all clinical and pre-clinical data and other data for the Specified Product owned by Seller or a Specified Affiliate and referenced in the Specified Ex-U.S. Authorizations or any investigational new drug application for the Specified Product in the Ex-U.S. Territory;

(g) all claims of Seller and its Specified Affiliates against third parties relating exclusively to the Specified Ex-U.S. Assets (other than claims, counterclaims, defenses, causes of action, rights of recovery, rights of set-off and rights of subrogation against any third parties relating to Excluded Assets or Excluded Liabilities); and

(h) labeling, informational letters, sales training materials, trade show materials, advertising, marketing, sales, artwork and promotional materials (including television and other media content), in each case that are currently in use and in the physical possession of or under the

control of Seller and its Specified Affiliates as of the Final Closing Date and only to the extent related exclusively to the promotion or sale of the Specified Product in the Ex-U.S. Territory; and

(i) all medical affairs collateral (but excluding any email communications) that is reasonably available to and in the physical possession of or under the control of Seller as of the Final Closing Date and only to the extent related exclusively to the Specified Product in the Ex-U.S. Territory.

To the extent permitted by applicable Legal Requirements, title to the Specified Ex-U.S. Assets which are capable of passing by delivery shall pass by delivery at the Final Closing.

2.2 Ex-U.S. Purchase Price. As consideration for the sale of the Specified Ex-U.S. Assets to Purchaser:

(a) No later than three (3) Business Days prior to the Final Closing, Seller shall provide written wire instructions to Purchaser. Pursuant to the wire instructions provided to Purchaser, Purchaser will pay to Seller at the Final Closing (without deduction or setoff of any nature) by wire transfer of immediately available funds, the sum of $1 (the Ex-U.S. Purchase Price ); and

(b) Purchaser will assume at the Final Closing the Assumed Ex-U.S. Liabilities.

2.3 Additional Ancillary Agreements. At the Final Closing, the Parties will enter into the following additional agreements (collectively with the Initial Ancillary Agreements, the Ancillary Agreements ):

(a) an Assumption Agreement in the form of Exhibit B-2;

(b) a Bill of Sale substantially in the form of Exhibit C-2;

(c) Patent and Trademark Assignment Agreements substantially in the forms of Exhibit D-2;

(d) any letter of transfer or other documentation for the transfer of the marketing Authorizations in the Ex-U.S. Territory; and

(e) a Transition Services Agreement substantially in the form of Exhibit E-2.

2.4 Final Closing. The electronic closing of the purchase of the Specified Ex-U.S. Assets by Purchaser (the Final Closing ) will take place promptly upon the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 8 (other than those conditions that by their nature are to be satisfied at the Final Closing), or at such time and on such date to be mutually agreed to in writing by the Parties but in no event later than forty-five (45) days after the Initial Closing Date, which Seller or Purchaser may extend by an additional fifteen (15) days upon prior written notice to the other Party. For purposes of this Agreement, Final Closing Date means the date as of which the Final Closing actually takes place.

2.5 Later Discovered Contracts. For a period of ninety (90) days following the Final Closing Date, (i) in the event that there are any contracts (other than contracts that are Excluded Assets) that are exclusively related to the Specified Product to which Seller or a Specified Affiliate was not a party but which would have been transferred to Purchaser as part of this Agreement but for the fact that such Specified Contract was not discovered until after the Final Closing Date (each, a Later Discovered Contract ), to the extent permitted under the terms and conditions of such Later Discovered Contract and applicable Legal Requirements, Seller agrees to cooperate in assigning to Purchaser such Later Discovered Contract or the applicable rights or obligations under such Later Discovered Contract at the reasonable request of Purchaser, and (ii) in the event there are any contracts to which Seller is a party but are not Specified Contracts or relate to assets retained by Seller, Purchaser agrees to cooperate in assigning to Seller such contracts or the applicable rights or obligations under such contracts at the reasonable request of Seller.

SECTION 3. Tax Matters; Allocation of Final Purchase Price.

3.1 Sales and Transfer Taxes.

(a) Each of Seller and Purchaser shall assume liability for and shall pay fifty percent (50%) of any transfer, recordation, stamp duties, excise, license or similar fees or Taxes (collectively, Transfer Taxes) that may become payable in connection with the sale of the Specified Assets to Purchaser, the assumption by Purchaser of the Assumed Liabilities or any of the other transactions contemplated by this Agreement. Transfer Taxes shall not include VAT which shall be dealt with in accordance with Section 3.1(b). Purchaser shall at its own expense prepare and file all related tax returns, and if required by applicable Legal Requirements, Seller shall, and shall cause its Specified Affiliates to, join in the execution of any such tax returns and other documentation; provided, however, that Seller shall only be required to join the execution of such tax returns if Seller is satisfied with the form and content of such tax returns. Seller and Purchaser shall reasonably cooperate, and shall cause their respective Affiliates to reasonably cooperate, with each other as may be required to lawfully obtain any available mitigation, reduction or exemption from any applicable Transfer Taxes.

(b) To the extent that VAT is chargeable, for which Seller is liable to remit VAT to the appropriate Government Entity, then in addition to the Final Purchase Price, Purchaser shall pay upon receipt of a valid VAT invoice such VAT to Seller or where appropriate, shall pay such VAT directly to the relevant taxing authority as required. To the extent the VAT is chargeable by way of reverse charge, Purchaser shall account for such reverse charge VAT to the appropriate Government Entity.

(c) In the event an adjustment applies to an amount comprising the Final Purchase Price for which VAT is chargeable, the VAT amount shall be recalculated, invoiced and paid or repaid accordingly to reflect such adjustment. Seller or a Specified Affiliate (as the case may be) shall issue an adjustment note in accordance with local VAT requirements.

(d) Where under the terms of this Agreement one Party is liable to indemnify or reimburse another Party in respect of any costs, charges or expenses, the indemnity or

reimbursement payment shall exclude an amount of VAT on the costs, charges or expenses, which would be recoverable by the reimbursed Party.

3.2 Allocation of Final Purchase Price; Allocation of Taxes.

(a) The Parties agree that consideration referred to in Sections 1.3 and 2.2 will be allocated amongst the Specified Assets and, to the extent appropriate, the Ancillary Agreements as set forth in Schedule 3.2(a) (the Allocation ).

(b) The Allocation will be conclusive and binding upon the Parties for Tax purposes, and no Party will make any statement or declaration to any taxing authority that is inconsistent with the Allocation, except as provided below. No Party will take or permit any of its Affiliates or representatives to take any position on any tax return, with any taxing authority or in any judicial Tax proceeding that is inconsistent with the Allocation. Each Party will timely notify the other Parties, and will timely provide the other Parties with assistance, in the event of an examination, audit or other proceeding regarding the Allocation.

(c) All personal property Taxes, and similar ad valorem obligations, if any, levied with respect to (i) the Specified Initial Assets for a taxable period which includes (but does not end on) the Initial Closing Date shall be apportioned between Seller and Purchaser as of the Initial Closing Date based on the number of days of such taxable period ending on the Initial Closing Date (of which Seller shall be liable for the proportionate amount of such Taxes attributable thereto) and the number of days of such taxable period after the Initial Closing Date (of which Purchaser shall be liable for the proportionate amount of such Taxes attributable thereto) and (ii) the Specified Ex-U.S. Assets for a taxable period which includes (but does not end on) the Final Closing Date shall be apportioned between Seller and Purchaser as of the Final Closing Date based on the number of days of such taxable period ending on the Final Closing Date (of which Seller shall be liable for the proportionate amount of such Taxes attributable thereto) and the number of days of such taxable period after the Final Closing Date (of which Purchaser shall be liable for the proportionate amount of such Taxes attributable thereto).

(d) The Parties agree that under applicable Tax law in effect as of the date of this Agreement, the purchase price and any other consideration that is paid (or deemed paid) to Seller pursuant to Section 1.3 or 2.2 are not subject to deduction or withholding for any Tax. Any and all payments pursuant to this Agreement shall be made free and clear of and without any deduction or withholding for any Taxes, unless such deduction is required by applicable Tax law. To the extent that amounts are withheld or deducted for Taxes by Purchaser, such amounts shall be delivered by Purchaser, as applicable, to the appropriate taxing authority, and the sum payable by Purchaser pursuant to the terms of this Agreement shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions or withholdings applicable to additional sums payable under this Section 3.2(d)) Seller receives an amount equal to the sum it would have received had no such withholding or deduction been made. As promptly as possible after the date Purchaser delivers any applicable withholding Taxes to the appropriate taxing authority, Purchaser shall provide Seller with certified copies of Tax receipts evidencing such payment or other evidence of such payments reasonably satisfactory to Seller.

SECTION 4. Representations and Warranties of Seller.

Seller represents and warrants to Purchaser that:

4.1 Organization. Seller is a corporation duly organized and validly existing under the laws of Ireland and has all requisite corporate power and authority to conduct its business as it is now being conducted. Each Specified Affiliate is a corporation duly organized and validly existing under the laws of the jurisdiction of its organization and has all requisite corporate power and authority to conduct its business as it is now being conducted.