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  VERTEX
  PHARMACEUTICALS INCORPORATED

  130
  WAVERLY STREET · CAMBRIDGE, MA
  02139-4242

  TEL.
  617.444.6100 · FAX 617.444.7117

  http://www.vrtx.com

  November 18, 2009

Delivered via EDGAR

Securities and Exchange
Commission

Division of Corporation Finance

100 First Street, N.E.

Mail Stop 4720

Washington, DC 20549

  Attn:

  Jim B.
  Rosenberg, Senior Assistant Chief Accountant

  Kei
  Ino, Staff Accountant

  Mark
  Brunhofer, Senior Staff Accountant

  Mike
  Rosenthall, Staff Attorney

  Jennifer
  Riegel, Staff Attorney

  Re:

  Vertex
  Pharmaceuticals Incorporated

  Form 10-K
  for the Period Ended December 31, 2008

  Form 10-Q
  for the Quarterly Period Ended March 31, 2009

  Definitive
  Proxy Statement on Schedule 14A filed April 8, 2009

  File
  No. 000-19319

Ladies and Gentlemen:

The purpose of this
letter is to respond to the comments provided by the staff (the “Staff”)
of the Securities and Exchange Commission (the “SEC”) to Vertex
Pharmaceuticals Incorporated (the “Company”) in a letter dated
October 23, 2009 to Kenneth S. Boger, Senior Vice President and General
Counsel of the Company.  The comments
from the Comment Letter are reproduced below together with the Company’s
responses to those comments.

Definitive
Proxy Statement on Schedule 14A filed April 8, 2009

Compensation
Discussion and Analysis

2008 Compensation
Decisions for Performance-Based Elements, page 29

Comment
1:

We note your response to
our prior comment 4.  However, your
response does not appear to address our concerns.  To the extent that your four high-level goals
are more specifically defined than the disclosure in your document, they should
be more specifically described.  For
example, one of the goals is to “meet or exceed timelines in clinical,
regulatory, quality, manufacturing and commercial operations toward a
successful launch of telaprevir.”  If the
goals, as communicated to your executives, are more specific as to these
timelines, these timelines should be described.
If you believe that a more specific

disclosure of these goals
would be competitively harmful, please provide us with an analysis supporting
your belief.  The analysis should
identify the information that you believe would cause competitive harm,
describe the competitive harm you are likely to experience if the information
is disclosed and explain why this information is not material to
investors.  We will not be in a position
to assess the likelihood of competitive harm if we do not know what the
specific goals are.  Please be advised
that you may request confidential treatment for portions of your response
pursuant to Rule 83.  Please provide
proposed disclosure for your 2010 proxy statement.

Additionally, comment 4
indicated that when information relating to targets and goals is not provided
on the basis that disclosure is not material and is likely to cause competitive
harm, you must discuss how difficult it will be for the executive or how likely
it will be for the company to achieve the undisclosed goals or targets.  Your response directs our attention to the
disclosure relating to the level of achievement which is not the same as a
discussion of the level of difficulty to achieve the stated goals and
targets.  If you continue to believe that
your goals and targets quality for confidential treatment, please discuss the level
of difficulty related to the undisclosed goal(s) or target(s).

Response:

The
Company confirms that as set forth in the Company’s letter to the Commission
dated November 6, 2009, the Company will respond to Comment 1 via EDGAR on
or before December 22, 2009 (shortly after the next meeting of the
Company’s Management Development and Compensation Committee).

Form 10-Q
for the Quarterly Period Ended March 31, 2009

Preliminary
Allocation of Assets and Liabilities, page 18

Comment
2:

We acknowledge your
response to comment seven (a).  Although
the nature, timing and estimated costs of the efforts to complete the
development of VX-222 and VX-759 are subject to risks and uncertainties, we do
not understand why meaningful estimates are not available when it would appear
that these costs are a significant component of the cash flow assumptions
inherent in your fair value assessment of these projects.  Please revise your disclosure to provide the
nature, timing and estimated costs to complete these projects as utilized in
your fair value assessment.

Response
2:

The
Company acknowledges that it used estimates of the nature, timing and costs of
efforts to develop VX-222 and VX-759 in order to generate cash flow assumptions
inherent in the Company’s fair value assessment of these projects.  However, because VX-222 and VX-759 are novel
compounds in early-stage testing the development path for these compounds is
very uncertain.  The number and size of
clinical trials, and the costs and timelines for development, necessarily will
be determined on the basis of experimental outcomes in clinical trials that
will be conducted in the future and which are difficult to predict.

Accordingly,
the Company used a range of cash-flow assumptions based on its experience with
other development programs. These assumptions were informed by general industry
standards for

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development of
antiviral drug candidates and included a number of alternative scenarios. The
Company believes the disclosure of the specific aggregate estimated costs used
in its model would therefore not be meaningful to investors as a reliable
estimate of its future costs and could in fact imply unjustified certainty
regarding how much it will actually cost to develop VX-222 or VX-759.

The
Company estimates that the development of drug candidates from Phase 1 to
launch typically takes between 4-10 years.
These estimates along with a description of the various stages of drug
development are set forth on page 20 of the Company’s Annual Report on Form
10-K (2 to 4 years to complete Phase 2 development, 2 to 4 years to complete
Phase 3 clinical development and a further 6 months to 2 years to obtain
approval). In addition, in the text of the critical accounting policy
discussion regarding the valuation models used to estimate the values of VX-222
and X-759, the Company states “a market participant would assume that it would
take several years to complete each phase of clinical trials for a drug
candidate for the treatment of patients with HCV.” The Company believes that
these disclosures provide investors with the meaningful information needed to
determine that it will take at least four or more years before any potential
launch of VX-222 or VX-759.  The Company
believes that more specific disclosure regarding the estimated timing for
completion of the development of VX-222 and/or VX-759 could be inappropriately
interpreted as a projection of when the Company expects to launch VX-222 or
VX-759 as a new treatment for HCV, when in fact the timing will depend
significantly on data from future clinical trials which has not been collected
and will not be collected for some time.
The Company believes any such projection would be premature and
misleading to investors and patients infected with HCV (and could subject the
Company to scrutiny from the FDA).

Comment
3

We
acknowledge your response to comment seven (c).
Please address the following additional comments:

·                                          You indicate that you did not ascribe value to
ViroChem’s other preclinical programs and other technologies because market
participants would be unlikely to ascribe value to them.  Please tell us how many other preclinical
programs and other technologies you acquired from ViroChem and the associated
treatment indications.

·                                          It appears that you based the $7.2 million fair value
assigned to the VCH-286 intangible asset based on the development costs
incurred through the acquisition date.
Please demonstrate to us how the value assigned is consistent with that
derived by a market participant and how it complies with the guidance in
paragraph 33 of SFAS 141R.  Please revise
your disclosure accordingly.

Response
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a)             ViroChem had limited resources, including less than 75
employees and limited funding, and as a result focused most of its efforts on
its lead programs, including VX-222, VX-759 and VCH-286.  At the time of the acquisition, ViroChem had
two preclinical programs (one targeted at drug candidates for the treatment of
HCV and the other targeted at drug candidates for the treatment of HIV).  Neither program had progressed sufficiently
to permit the identification of specific compounds for potential clinical
development. The Company determined that because of the uncertainties related
to the safety, efficacy and commercial viability of any potential drug
candidate that might be identified through these programs,

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and the significant
additional investments that would be required to even identify compounds for
clinical development through these programs, market participants would not
ascribe value to either of these programs as of the acquisition date. Because
ViroChem was using industry-accepted methods to identify promising drug
candidates, there were no “other technologies” that the Company identified that
the Company believed would have value to a market participant.

b)            The Company evaluated whether to account for VCH-286 as
an asset held for sale under paragraph 33 of SFAS 141(R) “Business Combinations” and SFAS 144 “Accounting for the Impairment or Disposal of
Long-Lived Assets.” In estimating the fair value of VCH-286 at an
amount equal to $7.2 million (based on development costs through the acquisition
date), the Company considered the three potential valuation techniques (the
cost approach, the market approach and the income approach) set forth in
paragraph 18 of SFAS 157 “Fair Value Measurements.”  Furthermore, the Company considered the AICPA
Audit and Accounting Practice Aid Series, “Assets
Acquired in a Business Combination to Be Used in Research and Development
Activities: A Focus on Software, Electronic Devices and Pharmaceutical
Industries” (the AICPA Guide). The Company determined that for VCH-286,
the cost approach, which provides a systematic framework for estimating the
value of intangible asset based on the cost to a market participant to acquire
a substitute asset of comparable utility, was appropriate to estimate the fair
value of the asset. Given the uncertainties regarding whether any market
participant would continue the development of VCH-286 based on the clinical
data obtained through the acquisition date and the numerous drugs that are
already being marketed for the treatment of HIV, the Company (i) does not
believe that reliable forecasts of future benefits of VCH-286 exist and
(ii) believes that there may be no market for the sale or transfer of
assets comparable to VCH-286. Thus the cost approach is the most appropriate
method to value this compound.  The
Company believes that this conclusion is consistent with the AICPA Guide,
paragraph 2.1.04. Overall, the Company believes that this valuation is
reasonable in light of the limited resources ViroChem was allocating to this
asset at the time of acquisition, the limited interest that third parties had
expressed in acquiring this asset at the time of acquisition and the Company’s
internal evaluation of this program.

While the Company has
disclosed that it may seek to “license rights” to ViroChem’s non-HCV assets,
the Company has not committed to any specific sale of VCH-286, and does not
know what form any potential license might take.  As a result, the Company determined that it
has not met criteria set forth in paragraph 30 of SFAS 144 for an “asset held
for sale” with respect to VCH-286.  For
example, the Company has not committed “to a plan to sell the asset” as
required by clause (a) of paragraph 30 of SFAS 144 and the Company has not
met the requirement pursuant to paragraph (d) of SFAS 144 that the sale of
the asset be probable. As a result, the Company does not believe that paragraph
33 of SFAS 141(R) is applicable to VCH-286, and is accounting for VCH-286
as an identified intangible indefinite-lived asset.

The Company acknowledges
that:

1)                                      the Company is responsible for the
adequacy and accuracy of the disclosure in its filings;

2)                                      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

3)                                      the Company may not assert Staff comments
as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.

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Please contact me at
617-444-6417 in the event that you have any questions or concerns with respect
to this matter.  In the event that I am
not available, please contact my colleague, Valerie Andrews, at 617-444-6227.

  Very truly yours,

  /s/ Kenneth S. Boger

  Kenneth S. Boger

  Senior Vice President
  and General Counsel

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