SecProbe.io

March 31, 2011

Matthew W. Emmens Chief Executive Officer Vertex Pharmaceuticals Incorporated 130 Waverly Street
Cambridge, Massachusetts 02139-4242

Re: Vertex Pharmaceuticals Incorporated  Form 10-K
Filed February 17, 2010 File No. 000-19319
 Dear Mr. Emmens:
 We have reviewed your filing and have the following comments.    Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.
Form 10-K, filed February 17, 2011

Corporate Collaborations, page 13
 1. In view of the current developmental status  of your pipeline products, we believe that
additional information regarding some of your  collaboration agreements is material.
Please provide draft disclosure to be incl uded in future filings providing the following
information:
• The material terms related to both the durat ion and potential earlier termination of
the agreements with Janssen Pharmaceutical, Mitsubishi Tanabe and Cystic
Fibrosis Foundation Therapeutics Inc.  including informa tion regarding the
duration of any patents to the extent  the duration of the agreements are
conditioned upon the duration of patents; and
• A range of royalties payable on the agr eement with Cystic Fibrosis Foundation
Therapeutics Inc. expressed within ten percentage points (i.e. single digits, teens,
twenties, etc.).

Matthew W. Emmens Vertex Pharmaceuticals Incorporated March 31, 2011 Page 2

2. On page 2 of your filing, we note that te laprevir was discovered in your collaboration
with Eli Lilly, which has now ended.  However, we also note that you expect to pay Eli Lilly certain royalties on future sa les of telaprevir if the product is
commercialized.  Please file the agreement w ith Eli Lilly as an exhibit pursuant to
Item 601(b)(10)(ii)(B) of Regulation S-K and provide draft disclosure to be included
in future filings describing the terms of the agreement that will still be applicable if
telaprevir is commercialized including a range of royalty payments within ten
percentage points.  Alternatively, tell us th e basis for your belief that the agreement is
no longer material.
 General

 3. We note that you intend to provide your Pa rt III information in your definitive proxy
statement.  We plan to review that info rmation prior to clearing the filing and may
have additional comments.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Please contact Johnny Gharib at (202) 551- 3170 or me at (202) 551-3715 with any
questions.

Sincerely,
       Jeffrey Riedler
Assistant Director