0000875320-14-000015 Sample Contracts

VERTEX PHARMACEUTICALS INCORPORATED Form of Restricted Stock Unit Award
Restricted Stock Unit Award Agreement • February 11th, 2014 • Vertex Pharmaceuticals Inc / Ma • Pharmaceutical preparations

This Agreement sets forth the terms and conditions of a Restricted Stock Unit Award granted pursuant to the provisions of the 2013 Stock and Option Plan (as it may be amended or restated, the “Plan”) of Vertex Pharmaceuticals Incorporated (the “Company”) to the Participant whose name appears below, of a contingent entitlement of the Participant to receive the number of Shares of Common Stock of the Company set forth below, pursuant to the provisions of the Plan and on the following express terms and conditions. Capitalized terms not otherwise defined herein shall have the same meanings as set forth in the Plan, and any Restricted Stock Units evidenced hereby are granted subject to the terms of the Plan.

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VERTEX PHARMACEUTICALS INCORPORATED AMENDED AND RESTATED 2006 STOCK AND OPTION PLAN Form of Non-Qualified Stock Option Grant
Non-Qualified Stock Option Grant • February 11th, 2014 • Vertex Pharmaceuticals Inc / Ma • Pharmaceutical preparations

This Agreement sets forth the terms and conditions of an Option granted pursuant to the provisions of the Amended and Restated 2006 Stock and Option Plan (as it may be amended or restated, the “Plan”) of Vertex Pharmaceuticals Incorporated (the “Company”) to the Participant whose name appears below, covering the number of Shares of Common Stock of the Company set forth below, pursuant to the provisions of the Plan and on the following express terms and conditions. Capitalized terms not otherwise defined herein shall have the same meanings as set forth in the Plan, and any Options evidenced hereby are granted subject to the terms of the Plan.

VERTEX PHARMACEUTICALS INCORPORATED AMENDED AND RESTATED 2006 STOCK AND OPTION PLAN Form of Restricted Stock Award
Restricted Stock Award Agreement • February 11th, 2014 • Vertex Pharmaceuticals Inc / Ma • Pharmaceutical preparations

This Agreement sets forth the terms and conditions of a Stock Grant granted pursuant to the provisions of the Amended and Restated 2006 Stock and Option Plan (as it may be amended or restated, the “Plan”) of Vertex Pharmaceuticals Incorporated (the “Company”) to the Participant whose name appears below, for the number of Shares of Common Stock of the Company set forth below, pursuant to the provisions of the Plan and on the following express terms and conditions. Capitalized terms not otherwise defined herein shall have the same meanings as set forth in the Plan, and any Stock Grants evidenced hereby are granted subject to the terms of the Plan.

2013 Amendment to License, Development, Manufacturing and Commercialization Agreement
License, Development, Manufacturing and Commercialization Agreement • February 11th, 2014 • Vertex Pharmaceuticals Inc / Ma • Pharmaceutical preparations

This 2013 Amendment to the License, Development, Manufacturing and Commercialization Agreement (this “2013 Amendment”) is effective as of November 19, 2013 (the “Amendment Effective Date”) and is entered into by and between Vertex Pharmaceuticals Incorporated, a Massachusetts corporation with corporate offices at 130 Waverly Street, Cambridge, MA 02139-4242, United States of America (“Vertex”) and Janssen Pharmaceutica NV, a Belgium corporation with corporate offices at 30, Turnhoutsesteenweg, B-2340 Beerse, Belgium (“Janssen”).

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