0001104659-04-005329 Sample Contracts

INDENTURE BETWEEN VERTEX PHARMACEUTICALS INCORPORATED, AS ISSUER AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE 5¾% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2011 DATED AS OF FEBRUARY 13, 2004
Indenture • February 23rd, 2004 • Vertex Pharmaceuticals Inc / Ma • Pharmaceutical preparations • New York

INDENTURE, dated as of February 13, 2004, between VERTEX PHARMACEUTICALS INCORPORATED, a corporation duly organized and existing under the laws of the Commonwealth of Massachusetts, having its principal office at 130 Waverly Street, Cambridge, Massachusetts 02139 (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”), having its principal corporate trust office at One Federal Street, Boston, Massachusetts 02110.

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Dated February 10, 2004 VERTEX PHARMACEUTICALS INCORPORATED and UBS SECURITIES LLC DEALER MANAGER AGREEMENT
Dealer Manager Agreement • February 23rd, 2004 • Vertex Pharmaceuticals Inc / Ma • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 23rd, 2004 • Vertex Pharmaceuticals Inc / Ma • Pharmaceutical preparations • New York

Resale Registration Rights Agreement (this “Agreement”), dated February 13, 2004, among Vertex Pharmaceuticals Incorporated, a Massachusetts corporation (together with any successor entity, the “Issuer”), and UBS Securities LLC, as Dealer Manager (the “Dealer Manager”).

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