0001047469-08-009124 Sample Contracts

Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Commission EXCLUSIVE RESEARCH COLLABORATION, LICENSE AND COMMERCIALIZATION AGREEMENT between MERCK & CO., INC. and...
Exclusive Research Collaboration, License and Commercialization Agreement • August 11th, 2008 • Vertex Pharmaceuticals Inc / Ma • Pharmaceutical preparations • New York

This EXCLUSIVE RESEARCH COLLABORATION, LICENSE AND COMMERCIALIZATION AGREEMENT (this "Agreement") is effective as of June 21, 2004, (the "Effective Date") and is entered into by and between Merck & Co., Inc., a New Jersey corporation ("Merck"), and Vertex Pharmaceuticals Incorporated, a Massachusetts corporation ("Vertex").

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Freda Lewis-Hall 281 Sayre Drive Princeton, NJ 08540-5858 RE: Change of Control Agreement Dear Freda:
Change of Control Agreement • August 11th, 2008 • Vertex Pharmaceuticals Inc / Ma • Pharmaceutical preparations • Massachusetts

You are 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" benefits to help ensure that if the Company becomes involved in a "change of control" transaction, there will be no distraction from your attention to the needs of the Company.

RESTRICTED STOCK AGREEMENT VERTEX PHARMACEUTICALS INCORPORATED
Restricted Stock Agreement • August 11th, 2008 • Vertex Pharmaceuticals Inc / Ma • Pharmaceutical preparations • Massachusetts

AGREEMENT made as of the 18th day of June, 2008 (the "Grant Date") between Vertex Pharmaceuticals Incorporated (the "Company"), a Massachusetts corporation having its principal place of business in Cambridge, Massachusetts, and Freda Lewis-Hall (the "Participant").

PURCHASE AGREEMENT Dated as of May 30, 2008 by and between VERTEX PHARMACEUTICALS INCORPORATED and FOSAMPRENAVIR ROYALTY, L.P.
Purchase Agreement • August 11th, 2008 • Vertex Pharmaceuticals Inc / Ma • Pharmaceutical preparations • New York

PURCHASE AGREEMENT (this "Agreement") is made and entered into as of May 30, 2008 by and between Vertex Pharmaceuticals Incorporated, a Massachusetts corporation ("Vertex"), and Fosamprenavir Royalty, L.P., a Delaware limited partnership (the "Purchaser").

EMPLOYMENT AGREEMENT
Employment Agreement • August 11th, 2008 • Vertex Pharmaceuticals Inc / Ma • Pharmaceutical preparations • Massachusetts

AGREEMENT, made and entered into as of June 18, 2008 by and between Vertex Pharmaceuticals Incorporated, a Massachusetts corporation (together with its successors and assigns, the "Company"), and Freda Lewis-Hall (the "Executive").

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