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                                                                 Exhibit 10.32

                      Form of Change of Control Agreement

                                            March 7, 2003


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RE:      Vertex Pharmaceuticals Incorporated
         Change of Control Agreement

Dear ____________:

Your expertise, reputation and position 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.

I.   DEFINITIONS. For the purposes of this Agreement, capitalized terms shall
     have the following meaning:

     1.  "BASE SALARY" shall mean your annual base salary in effect immediately
         prior to a Change of Control (as such term is defined in SECTION I.4
         below).

     2.  "CAUSE" shall mean:

         (a)  your conviction of a felony crime of moral turpitude;

         (b)  your willful refusal or failure to follow a lawful directive or
              instruction of the Company's Board of Directors or the
              individual(s) to whom you report, PROVIDED that you receive prior
              written notice of the directive(s) or instruction(s) that you
              failed to follow, and PROVIDED FURTHER that the Company, in good
              faith, gives you thirty (30) days to correct any problems and
              FURTHER PROVIDED if you correct the problem(s) you may not be
              terminated for Cause in that instance;

         (c)  in carrying out your duties you commit (i) willful gross
              negligence, or (ii) willful gross misconduct, resulting in either
              case in material harm to the Company, UNLESS such act, or failure
              to act, was believed by you, in good faith, to be in the best
              interests of the Company; or


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March 7, 2003
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         (d)  your violation of the Company's policies made known to you
              regarding confidentiality, securities trading or inside
              information.

     3.  "CHANGE OF CONTROL" shall mean that:

         (a)  any "person" or "group" as such terms are used in Sections 13(d)
              and 14(d)(2) of the Securities Exchange Act of 1934 (the "Act"),
              becomes a beneficial owner, as such term is used in Rule 13d-3
              promulgated under the Act, of securities of the Company
              representing more than fifty percent (50%) of the combined voting
              power of the outstanding securities of the Company, as the case
              may be, having the right to vote in the election of directors; or

              all or substantially all the business or assets of the Company are
              sold or disposed of, or the Company or a subsidiary of the Company
              combines with another company pursuant to a merger, consolidation,
              or other similar transaction, OTHER THAN (i) a transaction solely
              for the purpose of reincorporating the Company or one of its
              subsidiaries in a different jurisdiction or recapitalizing or
              reclassifying the Company's stock; or (ii) a merger or
              consolidation in which the shareholders of the Company immediately
              prior to such merger or consolidation continue to own at least a
              majority of the outstanding voting securities of the Company or
              the surviving entity immediately after the merger or
              consolidation.

     4.  "DISABILITY" shall mean a disability as determined under the Company's
         long-term disability plan or program in effect at the time the
         disability first occurs, or if no such plan or program exists at the
         time of disability, then a "disability" as defined under Internal
         Revenue Code Section 22(e)(3).

     5.  "GOOD REASON" shall mean that within ninety (90) days prior to a Change
         of Control, or within twelve (12) months after a Change of Control, one
         of the following events occurs without your consent:

         (a)  You are assigned to material duties or responsibilities that are
              inconsistent, in any significant respect, with the scope of duties
              and responsibilities associated with your position and office
              immediately prior to the Change of Control (PROVIDED that such
              reassignment of duties or responsibilities is not for Cause, due
              to your Disability or at your request);

         (b)  You suffer a material reduction in the authorities, duties, or job
              title and responsibilities associated with your position and
              office immediately prior to the Change of Control, on the basis of
              which you make a good faith determination that you can no longer
              carry out your position or office in the manner contemplated
              before the Change of Control (PROVIDED that such reduction in the
              authorities, duties, or job title and responsibilities is not for
              Cause, due to your Disability or at your request);


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         (c)  your annual base salary is decreased below the Base Salary;

         (d)  the principal offices of the Company, or the location of the
              office to which you are assigned at the time this Agreement is
              entered into, is relocated to a place thirty-five (35) or more
              miles away, without your agreement; or

         (e)  following a Change of Control, the Company's successor fails to
              assume the Company's rights and obligations under this Agreement.

     6.  "TERMINATION DATE" shall mean the last day of your employment with the
         Company.

II.  SEVERANCE BENEFITS UPON CHANGE OF CONTROL. In the event your employment is
     terminated (EXCEPT for termination for Cause or due to a Disability) within
     ninety (90) days prior to a Change of Control or within twelve (12) months
     after a Change of Control; or if you, of your own initiative, terminate
     your employment within ninety (90) days prior to a Change of Control or
     within twelve (12) months after a Change of Control for Good Reason, in
     exchange for a general release of all claims, you shall receive the
     following benefits:

     1.  SEVERANCE PAYMENT - The Company shall make a lump sum payment to you
         equal to:

         (a)  Your annual Base Salary (PROVIDED, HOWEVER, that in the event you
              terminate your employment for Good Reason based on a reduction in
              Base Salary, then the base salary to be used in calculating the
              Severance Payment shall be the base salary in effect immediately
              prior to such reduction in Base Salary); and

         (b)  any unpaid portion of a bonus award actually awarded but not yet
              paid to you under any bonus program applicable to the Company's
              senior executives and in effect prior to the Change of Control,
              pro rated in the event the Termination Date is prior to the end of
              the bonus plan year.

         The Severance Payment shall be made in cash within ten (10) days of the
         execution of a general release and expiration without revocation of any
         applicable revocation periods under the general release.

     2.  ACCELERATED VESTING - Stock options for the purchase of the Company's
         securities held by you as of the Termination Date and not then
         exercisable shall be deemed to have been held by you for an additional
         18-months, for purposes of calculating the number of options which are
         exercisable on the Termination Date. The options to which this
         accelerated vesting applies shall remain exercisable until the earlier
         of (a) the end of the 90-day period immediately following the
         Termination Date, or (b) the date the stock option(s) would otherwise
         expire.


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     3.  CONTINUED INSURANCE COVERAGE - If COBRA coverage is elected by you, the
         Company shall pay the cost of COBRA continuation premiums on your
         behalf to continue standard medical, dental and life insurance coverage
         for you (or the cash equivalent of same in the event you are ineligible
         for continued coverage) for a period of 18-months from the Termination
         Date.

         You shall not be required to mitigate the amount of the Severance
         Payment or any other benefit provide under this Agreement by seeking
         other employment or otherwise, nor shall the amount of any payment or
         benefit provided for in this Agreement be reduced by any compensation
         earned by you as the result of other employment, by retirement
         benefits, or by offset against any amount claimed to be owed by you to
         the Company or otherwise.

III. MISCELLANEOUS.

     1.  EMPLOYEE'S OBLIGATIONS. Upon the termination of employment, you shall
         promptly deliver to the Company all property of the Company and all
         material documents, statistics, account records, programs and other
         similar tangible items which may by in your possession or under your
         control and which relate in a material way to the business or affairs
         of the Company or its subsidiaries, and no copies of any such documents
         or any part thereof shall be retained by you.

     2.  ENTIRE AGREEMENT. This Agreement and the "EMPLOYEE NON-DISCLOSURE,
         NON-COMPETITION & INVENTIONS AGREEMENT" previously executed by you
         covers the entire understanding of the parties as to the subject matter
         hereof, superseding all prior understandings and agreements related
         hereto. No modification or amendment of the terms and conditions of
         this Agreement shall be effective unless in writing and signed by the
         parties or their respective duly authorized agents.

     3.  GOVERNING LAW. This Agreement shall be governed by the laws of the
         Commonwealth of Massachusetts, as applied to contracts entered into and
         performed entirely in Massachusetts by Massachusetts residents.

     4.  SUCCESSORS AND ASSIGNS. This Agreement may be assigned by the Company
         upon a sale, transfer or reorganization of the Company. This Agreement
         shall be binding upon and inure to the benefit of the parties hereto
         and their successors, permitted assigns, legal representatives and
         heirs.

Kindly indicate your acceptance of the forgoing by signing and dating this
Agreement as noted below, and returning one fully executed original to my
attention.


                                           Vertex Pharmaceuticals Incorporated


                                           By:
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ACCEPTED AND AGREED:


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Signature


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Date