0001047469-06-003585 Sample Contracts

Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Commission. RESEARCH, LICENSE AND COMMERCIALIZATION AGREEMENT between GLAXO GROUP LIMITED and VERTEX PHARMACEUTICALS...
Research, License and Commercialization Agreement • March 16th, 2006 • Vertex Pharmaceuticals Inc / Ma • Pharmaceutical preparations • Massachusetts

This RESEARCH, LICENSE AND COMMERCIALIZATION AGREEMENT (this "Agreement") is effective as of December 12, 2005, (the "Effective Date") and is entered into by and between Glaxo Group Limited, a corporation organized under the laws of England, with offices at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex, UB6 0NN, United Kingdom ("GSK"), and Vertex Pharmaceuticals Incorporated, a Massachusetts corporation with corporate offices at 130 Waverly Street, Cambridge, MA 02139-4242, United States of America ("Vertex").

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Amendment to Change of Control Agreement Dear Bink:
Vertex Pharmaceuticals Inc / Ma • March 16th, 2006 • Pharmaceutical preparations

The Change of Control Agreement dated as of December 12, 2005 between you and Vertex Pharmaceuticals Incorporated (the "Agreement") hereby is amended, effective as of the date set forth above, as follows:

Vertex Pharmaceuticals Incorporated Change of Control Agreement Dear Bink:
Vertex Pharmaceuticals Inc / Ma • March 16th, 2006 • Pharmaceutical preparations • Massachusetts

Your expertise, reputation and position will make you a key member of the senior management team of Vertex Pharmaceuticals Incorporated (the "Company"). As a result, the Company would like to provide you with the following "change of control" benefit to help ensure that in the event the Company becomes involved in a "change of control" transaction, there will be no distraction from your attention to the needs of the Company.

Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Commission AMENDMENT NO. 1 TO RESEARCH, DEVELOPMENT AND COMMECIALIZATION AGREEMENT (the "Existing Agreement") DATED MAY...
Development and Commecialization Agreement • March 16th, 2006 • Vertex Pharmaceuticals Inc / Ma • Pharmaceutical preparations

This Amendment No. 1 (the "Amendment") is made this 6th day of January, 2006 (the "Effective Date") between Vertex, a Massachusetts corporation with principal offices at 130 Waverly Street, Cambridge, MA 02139-4242 and CFFT, a Delaware corporation with principal offices at 6931 Arlington Road, Bethesda, Maryland 20814. Vertex and CFFT are referred to hereinafter collectively as the Parties.

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