SecProbe.io

Mail Stop 4720

June 30, 2016

VIA E -mail
Dr. Jeffrey M. Leiden , M.D., Ph.D.
Chairman of the Board, Presid ent and Chief Executive  Officer
Vertex Pharmaceuticals Incorporated
50 Northern Avenue ,
Boston, Massachusetts 02210

Re: Vertex Pharmaceuticals Incorporated
 Form 10-K for Fis cal Year Ended December 31, 2015
Filed February 16 , 2016
File No. 000-19319

Dear Dr. Leiden :

We have review ed your May 27, 2016 response to our May 5, 2016 comment letter and
have the following comment s.  In our comment s, we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these  comment s within ten  business days by providin g the requ ested
information or advise  us as soon as possible  when you will respond .  If you do not believe  a
comment  applies to your facts and circumstances, please tell us why in your response.

After reviewing  your response to the se comment s, we may hav e additional comments .

Notes to Consolidated Financial Statements
B. Collaborative Arrangements
Variable Interest Entities (VIE)
Parion Sciences, Inc., page F -19

1. We note from your response your analysis of ASC 810 -10-15-17(d) related to scope
exceptions .   Please describe to us Parion’s capital structure, governance structure and
operations prior to the license agreement with you and the changes to them brought about
by the license agreement.  Include in your response a description of the activities of
Parion that will not be covered under the license agreement and demonstrate to us that the
activities of Parion related to you represents s ubstantially all of the activities of Parion.

2. We note from your response that you determined that you had a variable interest in the
licensed assets.  Please tell us how you considered the guidance in ASC 810 -10-55-32

Dr. Jeffrey M. Leiden
Vertex Pharmaceuticals Incorporated
June 30, 2016
Page 2

 that states that assets held by a VIE  almost always create variability and, thus, are not
variable interests.  In addition, tell us why the license agreement would not represent a
variable interest of you as the licensee held by the licensor, whereby the license
agreement would absorb, in par t, your variability from development and
commercialization of the licensed assets.

3. We note your reference to section 3.6 of the license agreement with Parion as the source
of ultimate decision making authority with respect to the licensed assets.  Please describe
to us the joint steering committee’s authority and composition and why you believe you
have ultimate decision making authority.  In addition, please describe for us the reasons
and significance for any activities under the license agreement that a re governed
differently.

4. We note from your response that you concluded that Parion’s equity holders lack the
power to direct the activities that most significantly impact Parion’s economic
performance, as the power to direct Parion’s most valuable develop ment program is held
by you.  Please describe to us the following:
a. The activities of Parion that most significantly impact its economic performance.
b. How decisions are made regarding each of those activities.
c. How you considered any limitations to your power  over Parion’s activities, which
for example, may arise from your power only covering a particular set of
activities or the term of the license agreement.
d. How you expect the significant activities to shift over the life cycle of Parion.

5. Please tell us whe ther decision -making rights change should Parion opt for the co -
development election, as described in section 3.2.6. of the license agreement.

6. Please explain to us why the $255,340,000 consideration paid to Parion differs from the
$164,317,000 net assets attributable to noncontrolling interest.   In addition, tell us how
you attribute interests in Parion to noncontrolling interest.

You may contact Bonnie Baynes, Staff Accountant, at (202) 551 -4924 if you have any
questions  regarding the comment s.  In this regard, do not hesitate to contact me at (202) 551 -
3679.

Sincerely,

 /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief  Accountant
Office of Healthcare and Insurance