Exhibit 4.3


 


[FACE OF SECURITY]


 


	
  No. 1

  	
   

  	
  CUSIP No. 92532F AN0

  



 


UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON
OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN
PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY
OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.


 


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VERTEX PHARMACEUTICALS INCORPORATED


 


3.35% Convertible Senior Subordinated Notes due 2015


 


CUSIP NO. 92532F AN0


 


	
  No. 1

  	
   

  	
  $400,000,000

  



 


VERTEX
PHARMACEUTICALS INCORPORATED, a Massachusetts corporation (the “Company”, which
term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede &
Co., or its registered assigns, the principal sum of four hundred million U.S.
Dollars ($400,000,000) on October 1, 2015.


 


Interest Payment Dates:  April 1
and October 1, commencing April 1, 2011.


 


Regular Record Dates:  March 15
and September 15.


 


Reference
is hereby made to the further provisions of this Security set forth on the
reverse hereof, which further provisions shall for all purposes have the same effect
as if set forth at this place.


 


[SIGNATURE PAGE FOLLOWS]


 


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IN
WITNESS WHEREOF, the Company has caused this Security to be duly executed
manually or by facsimile by its duly authorized officers.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  VERTEX
  PHARMACEUTICALS INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  

  
	
   

  	
   

  	
   

  	
  Title:
  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  

  
	
   

  	
   

  	
   

  	
  Title:
  

  



 


 


Trustee’s
Certificate of Authentication


 


This
is one of the 3.35% Convertible Senior Subordinated Notes due 2015 described in
the within-named Indenture.


 


	
  U.S. BANK NATIONAL ASSOCIATION,

  	
   

  
	
   

  	
  as
  Trustee

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  



 


F-3

















 


[REVERSE SIDE OF SECURITY]


 


VERTEX PHARMACEUTICALS INCORPORATED


 


3.35% Convertible Senior Subordinated Notes due 2015


 


1.                                       INTEREST


 


The
Company promises to pay interest on the principal amount of this Security at
the rate of 3.35% per annum. The Company shall pay interest semi-annually in
arrears on April 1 and October 1 of each year (each, an “Interest Payment Date”), commencing on April 1,
2011. Interest on the Securities shall accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from April 1,
2011. Interest will be computed on the basis of a 360-day year composed of
twelve 30-day months.


 


If
the Company redeems this Security pursuant to Section 5 of this Security,
on a date that is after the Regular Record Date and prior to the corresponding
Interest Payment Date, interest, including Special Interest, if any, accrued
and unpaid hereon to, but not including, the applicable Redemption Date, will be
paid to the Holder in whose name the Securities are registered as of the close
of business on the Regular Record Date immediately preceding the applicable
Redemption Date.


 


If
the Holder elects to require the Company to repurchase this Security pursuant
to Section 6 of this Security, on a date that is after the Regular Record
Date and prior to the corresponding Interest Payment Date, interest, including
Special Interest, if any, accrued and unpaid hereon to, but not including, the
applicable Fundamental Change Repurchase Date, will be paid to the Holder in
whose name the Securities are registered as of the close of business on the
Regular Record Date immediately preceding the applicable Fundamental Change
Repurchase Date.


 


A
Holder of any Security at the close of business on a Regular Record Date shall
be entitled to receive interest, including Special Interest, if any, on such
Security on the corresponding Interest Payment Date. A Holder of any Security
which is converted after the close of business on a Regular Record Date and
prior to the corresponding Interest Payment Date (other than any Security whose
Maturity is prior to such Interest Payment Date) shall be entitled to receive
interest, including Special Interest, if any, on the principal amount of such
Security, notwithstanding the conversion of such Security prior to such
Interest Payment Date. However, any such Holder which surrenders any such
Security for conversion during the period between the close of business on such
Regular Record Date and ending with the opening of business on the
corresponding Interest Payment Date shall be required to pay the Company an
amount equal to the interest, including Special Interest, if any, on the
principal amount of such Security so converted (but excluding any overdue
interest, including Special Interest, if any, on the principal amount of such
Security so converted that exists at the time such Holder surrenders such
Security for conversion), which is payable by the Company to such Holder on
such Interest Payment Date, at the time such Holder surrenders such Security
for conversion. Notwithstanding the foregoing, any such Holder which surrenders
for conversion any Security (a) with respect to 


 


R-1

















 


which
the Company has specified a Fundamental Change Repurchase Date or a Redemption
Date, in either case, that is after such Regular Record Date and on or prior to
the next succeeding Interest Payment Date, or (b) after the last Regular
Record Date prior to the Final Maturity Date, in either case, shall be entitled
to receive (and retain) such interest, including Special Interest, if any, and
need not pay the Company an amount equal to the interest, including Special
Interest, if any, on the principal amount of such Security so converted at the
time such Holder surrenders such Security for conversion.


 


2.                                       METHOD OF
PAYMENT


 


The
Company shall pay interest, including Special Interest, if any, on this
Security (except defaulted interest) to the person who is the Holder of this
Security at the close of business on March 15 and September 15, as
the case may be (each, a “Regular Record
Date”) immediately preceding the related Interest Payment Date.
The Holder must surrender this Security to a Paying Agent to collect payment of
principal. The Company will pay principal and interest and Special Interest, if
any, in money of the United States that at the time of payment is legal tender
for payment of public and private debts. The Company may pay principal and
interest, including Special Interest, if any, in respect of any Certificated
Security by check or wire transfer payable in such money; provided, however,
that a Holder with an aggregate principal amount in excess of $5,000,000 will
be paid by wire transfer in immediately available funds at the election of such
Holder if such Holder has provided wire transfer instructions to the Trustee at
least 10 Business Days prior to the Interest Payment Date. The Company may mail
an interest check to the Holder’s registered address. Notwithstanding the
foregoing, so long as this Security is registered in the name of a Depositary
or its nominee, all payments hereon shall be made by wire transfer of
immediately available funds to the account of the Depositary or its nominee.


 


Any
wire transfer instructions received by the Trustee will remain in effect until
revoked by the Holder.


 


3.                                       PAYING AGENT,
REGISTRAR AND CONVERSION AGENT


 


Initially,
U.S. Bank National Association (the “Trustee,”
which term shall include any successor trustee under the Indenture hereinafter
referred to) will act as Paying Agent, Security Registrar and Conversion Agent.
The Company may change any Paying Agent, Security Registrar or Conversion Agent
without notice to the Holder. The Company or any of its Subsidiaries may, subject
to certain limitations set forth in the Indenture, act as Paying Agent or
Security Registrar.


 


4.                                       INDENTURE,
LIMITATIONS


 


This
Security is one of a duly authorized issue of Securities of the Company
designated as its 3.35% Convertible Senior Subordinated Notes Due 2015 (the “Securities”), issued under the
Subordinated Indenture dated as of September 28, 2010 (the “Base Indenture” and, as supplemented,
the “Indenture”), between
the Company and the Trustee as supplemented by the First Supplemental Indenture
thereto dated as of September 28, 2010 between the Company and the
Trustee. The terms of this Security include those stated in the Indenture and
those required by 


 


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or
made part of the Indenture by reference to the TIA, as in effect on the date of
the Indenture. This Security is subject to all such terms, and the Holder of
this Security is referred to the Indenture and TIA for a statement of them.


 


The
Securities are a series of senior subordinated unsecured obligations of the
Company limited to $400,000,000 in aggregate principal amount at maturity. The
Indenture does not limit the incurrence of other debt of the Company or its
existing or future Subsidiaries, secured or unsecured.


 


5                                          REDEMPTION.


 


Provisional Redemption.  Prior
to October 1, 2013, the Company may, at its option, redeem the
Securities in whole or in part on any date from time to time, upon notice to the Holders as
provided in the Indenture, at a
Redemption Price equal to 100% of the principal amount of the notes to be
redeemed; provided that
such right may be exercised only if the Closing Price of the Common Stock has
exceeded 130% of the applicable
Conversion Price for at least 20 Trading Days within a period of 30 consecutive
Trading Days. If the Company elects to redeem the Securities during this
period, it shall make an Additional Payment upon Provisional Redemption in an
amount equal to $100.50 per $1,000 principal amount, less the amount of any
interest paid on such Securities from issuance.


 


Optional Redemption.  The Company may, on or after October 1,
2013, at its option, redeem the Securities in whole or in part on any date from
time to time, upon notice to the Holders as provided in the Indenture, at a
Redemption Price equal to a percentage
of the principal amount of the Securities to be redeemed set forth below, plus
accrued and unpaid interest, if any, to but excluding the Redemption Date.


 


	
  From and After

  	
   

  	
  Redemption

  Price

  	
   

  
	
  October 1, 2013

  	
   

  	
  101.34

  	
  %

  
	
  October 1, 2014

  	
   

  	
  100.67

  	
  %

  



 


On
and after the Redemption Date, interest ceases to accrue on Securities or
portions of Securities called for redemption, unless the Company defaults in
the payment of the redemption price and accrued and unpaid interest.


 


6.                                       PURCHASE OF
SECURITIES AT OPTION OF HOLDER UPON A FUNDAMENTAL CHANGE


 


If
a Fundamental Change occurs, at the option of the Holder and subject to the
terms and conditions of the Indenture, the Company shall become obligated to
purchase for cash, subject to certain exceptions described in the Indenture all
or any part specified by the Holder (so long as the principal amount of such
part is $1,000 or an integral multiple of $1,000) of the Securities held by
such Holder on a date specified by the Company that is no later than 30 days after
the date of the Fundamental Change Company Notice, at a purchase price equal to
100% of the principal amount thereof together with unpaid interest, including
Special Interest, if any, accrued to, but excluding, the Fundamental Change
Repurchase Date. A Fundamental Change Company 


 


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Notice
shall be given by the Company to the Holders as provided in the Indenture. To
exercise such repurchase right, a Holder must deliver to the Trustee a
Fundamental Change Repurchase Notice as provided in the Indenture.


 


7.                                       CONVERSION


 


Subject
to and upon compliance with the provisions of the Indenture, a Holder may
surrender for conversion any Security that is $1,000 principal amount or
integral multiples thereof.


 


Subject
to certain conditions provided for in the Indenture, in certain circumstances,
a Holder may receive an amount in Common Stock equal to the Make-Whole Premium,
in addition to the shares of Common Stock issuable upon conversion of such
Security.


 


The
Conversion Rate shall be initially equal to 20.4794 shares of Common Stock per
$1,000 principal amount of Securities. The Conversion Rate shall be adjusted
under certain circumstances as provided in the Indenture.


 


No
fractional share of Common Stock shall be issued upon conversion of a Security.
Instead, the Company shall pay a cash adjustment as provided in the Indenture.


 


8.                                       SUBORDINATION


 


The
Indebtedness evidenced by this Security is, to the extent and in the manner
provided in the Indenture, subordinated and subject in right of payment to the
prior payment in full of all amounts then due on all Senior Debt of the
Company; provided, however, that the Securities, the
Indebtedness represented thereby and the payment of the principal of and
premium, if any, and interest on the Securities in all respects shall rank
equally with, or prior to, all existing and future Indebtedness of the Company
that is expressly subordinated to any Senior Debt, and this Security is issued
subject to such provisions of the Indenture with respect thereto. Each Holder
of this Security, by accepting the same, (a) agrees to and shall be bound
by such provisions, (b) authorizes and directs the Trustee on such Holder’s
behalf to take such action as may be necessary or appropriate to effectuate the
subordination so provided, and (c) appoints the Trustee such Holder’s
attorney-in-fact for any and all such purposes.


 


9.                                       DENOMINATIONS,
TRANSFER, EXCHANGE


 


The
Securities are in registered form, without coupons, in denominations of $1,000
principal amount and integral multiples of $1,000 principal amount. A Holder
may register the transfer of or exchange Securities in accordance with the
Indenture. The Security Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and to pay any taxes or
other governmental charges that may be imposed in relation thereto by law or
permitted by the Indenture.


 


10.                                 PERSONS DEEMED
OWNERS


 


The
Holder of a Security may be treated as the owner of it for all purposes.


 


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11.                                 UNCLAIMED MONEY


 


If
money for the payment of principal or interest, including Special Interest, if
any, remains unclaimed for two years, the Trustee and any Paying Agent will pay
the money back to the Company at its written request, subject to applicable
unclaimed property law and the provisions of the Indenture. After that, Holders
entitled to money must look to the Company for payment as general creditors
unless an applicable abandoned property law designates another person.


 


12.                                 DISCHARGE PRIOR
TO MATURITY.


 


Subject
to certain conditions contained in the Indenture, the Company may discharge its
obligations under the Securities and the Indenture if (1) all of the
Securities then outstanding shall become due and payable or been submitted for
conversion, and (2) the Company shall have deposited with the Trustee cash
sufficient to pay the principal of, and premium, if any, and interest,
including Special Interest, if any, on all of the outstanding Securities.


 


13.                                 AMENDMENT,
SUPPLEMENT AND WAIVER


 


The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities under the Indenture at any time by
the Company and the Trustee with the consent of the Holders of a majority in
aggregate principal amount of the Securities then outstanding (or such lesser
amount as shall have acted at a meeting pursuant to the provisions of the
Indenture). The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities at the time
outstanding, on behalf of the Holders of all the Securities, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security or
such other Security.


 


No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and premium, if any, and
interest, including Special Interest, if any, on this Security at the times,
places and rate, and in the coin or currency, herein prescribed or to convert
this Security as provided in the Indenture.


 


14.                                 SUCCESSOR
ENTITY


 


When
a successor corporation assumes all the obligations of its predecessor under
the Securities and the Indenture in accordance with the terms and conditions of
the Indenture, the predecessor corporation (except in certain circumstances
specified in the Indenture) shall be released from those obligations.


 


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15.                                 DEFAULTS AND
REMEDIES


 


Under
the Indenture, an Event of Default shall occur if:


 


(a) 
the Company shall fail to pay when due the principal, Redemption Price or any
Fundamental Change Repurchase Price of any Security, including any Make-Whole
Premium, when the same becomes due and payable whether at the Final Maturity
Date, upon repurchase, redemption, acceleration or otherwise whether or not
such payment is prohibited by Article 5 of the Indenture; or


 


(b) 
the Company shall fail to pay an installment of interest, including Special
Interest, if any, on any of the Securities, which failure continues for 30 days
after the date when due whether or not such payment is prohibited by Article 5
hereof; or


 


(c) 
the Company shall fail to deliver when due all shares of Common Stock, together
with cash in lieu of fractional shares deliverable upon conversion of the
Securities, which failure continues for 10 days; or


 


(d) 
the Company fails to perform or observe any other term, covenant or agreement
contained in the Securities or the Indenture and the failure continues for a
period of 60 days after written notice of such failure, requiring the Company
to remedy the same, shall have been given to the Company by the Trustee or to
the Company and the Trustee by the Holders of at least 25% in aggregate
principal amount of the then-outstanding Securities; or


 


(e) 
(i) the Company fails to make any payment by the end of the applicable
grace period, if any, after the maturity of any Indebtedness for borrowed money
in an amount in excess of $5,000,000, or (ii) there is an acceleration of
any Indebtedness for borrowed money in an amount in excess of $5,000,000
because of a default with respect to such Indebtedness without such
Indebtedness having been discharged or such acceleration having been cured,
waived, rescinded or annulled, in the case of either (i) or (ii), for a
period of 30 days after written notice to the Company by the Trustee or to the
Company and the Trustee by Holders of at least 25% in aggregate principal
amount of the then-outstanding Securities; or


 


(f) 
the Company fails to provide a Fundamental Change Company Notice in accordance
with Section 3.07 of the Indenture; or


 


(g) 
certain events of bankruptcy, insolvency or reorganization as specified in the
Indenture.


 


If
an Event of Default shall occur and be continuing, the principal of all the
Securities may be declared due and payable in the manner and with the effect
provided in the Indenture.


 


Notwithstanding
the foregoing or anything to the contrary set forth in the Indenture, to the
extent elected by the Company, the sole remedy for an Event of Default relating
to the failure to comply with the reporting obligations set forth in Section 5.03
of the Base Indenture and for any failure to comply with the requirements of Section 314(a)(1) of
the Trust Indenture Act will for the first 180 days after the occurrence of
such an Event of Default consist exclusively of the right to receive special
interest on the Securities at an annual rate equal to 1.0% of the principal
amount of the Securities (“Special
Interest”). The Special Interest will accrue on all outstanding
Securities from and including the date on which an Event of Default relating to
a failure to 


 


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comply
with the reporting obligations set forth in Section 5.03 of the Base
Indenture first occurs to but not including the 180th day thereafter (or such
earlier date on which the Event of Default shall have been cured or waived). On
such 180th day (or earlier, if the Event of Default relating to the reporting
obligations is cured or waived prior to such 180th day), such Special Interest
will cease to accrue and, if the Event of Default relating to reporting
obligations has not been cured or waived prior to such 180th day, the
Securities will be subject to acceleration as provided for in Section 8.02
of the Indenture. In the event the Company does not elect to pay Special
Interest upon an Event of Default in accordance with this paragraph, the
Securities will be subject to acceleration as provided for above. If the Company
elects to pay Special Interest as the sole remedy for an Event of Default
relating to the failure to comply with reporting obligations in Section 5.03
of the Base Indenture or for any failure to comply with the requirements of Section 314(a)(1) of
the TIA in, the Company will notify all Holders, the Trustee and Paying Agent
of such election on or before the close of business on the date on which such
Event of Default first occurs.


 


16.                                 NO RECOURSE
AGAINST OTHERS


 


A
director, officer, employee or shareholder, as such, of the Company shall not
have any liability for any obligations of the Company under the Securities or
the Indenture nor for any claim based on, in respect of or by reason of such
obligations or their creation. The Holder of this Security by accepting this
Security waives and releases all such liability. The waiver and release are
part of the consideration for the issuance of this Security.


 


17.                                 AUTHENTICATION


 


This
Security shall not be valid until the Trustee or an Authenticating Agent manually
signs the certificate of authentication on the other side of this Security.


 


18.                                 ABBREVIATIONS
AND DEFINITIONS


 


Customary
abbreviations may be used in the name of the Holder or an assignee, such as:
TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (=
joint tenants with right of survivorship and not as tenants in common), CUST (=
Custodian) and UGMA (= Uniform Gifts to Minors Act).


 


All
terms defined in the Indenture and used in this Security but not specifically
defined herein are defined in the Indenture and are used herein as so defined.


 


19.                                 CUSIP NUMBERS.


 


Pursuant
to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company has caused CUSIP numbers to be printed
on this Security. No representation is made as to the accuracy of such numbers
either as printed on this Security and reliance may be placed only on the other
identification numbers placed thereon.


 


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20.                                 INDENTURE TO
CONTROL; GOVERNING LAW


 


In
the case of any conflict between the provisions of this Security and the
Indenture, the provisions of the Indenture shall control. This Security and the
Indenture shall be governed by, and construed in accordance with, the laws of
the State of New York.


 


The
Company will furnish to any Holder, upon written request and without charge, a
copy of the Indenture. Requests may be made to: Vertex Pharmaceuticals
Incorporated, 130 Waverly Street, Cambridge, MA 
02139 Attention:  Investor
Relations.


 


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ASSIGNMENT FORM


 


To
assign this Security, fill in the form below:


 


I
or we assign and transfer this Security to


 


	
   

  
	
  (Insert
  assignee’s soc. sec. or tax I.D. no.)

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  (Print
  or type assignee’s name, address and zip code) and irrevocably appoint

  
	
   

  
	
   

  
	
  Agent
  to transfer this Security on the books of the Company. The Agent may
  substitute another to act for him or her.

  



 


 


	
  Date:

  	
   

  	
   

  	
  Your
  Signature:

  	
   

  
	
   

  	
   

  	
  (Sign
  exactly as your name appears on the other side of this Security)

  



 


 


	
  *Signature
  guaranteed by:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
			



 






*                                         The signature
must be guaranteed by an institution which is a member of one of the following
recognized signature guaranty programs: (i) the Securities Transfer Agent
Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion
Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such
other guaranty program acceptable to the Trustee.


 

















 


CONVERSION NOTICE


 


To
convert this Security, check the box:


o


 


To
convert only part of this Security, state the principal amount to be converted
(must be $1,000 or an integral multiple of $1,000):
$              .


 


If
you want the cash paid to another person or the stock certificate made out in
another person’s name, fill in the form below:


 


	
   

  
	
  (Insert
  assignee’s soc. sec. or tax I.D. no.)

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  (Print
  or type assignee’s name, address and zip code) and irrevocably appoint

  
	
   

  
	
   

  
	
  Agent
  to transfer this Security on the books of the Company. The Agent may
  substitute another to act for him or her.

  



 


 


	
  Date:

  	
   

  	
   

  	
  Your
  Signature:

  	
   

  
	
   

  	
   

  	
  (Sign
  exactly as your name appears on the other side of this Security)

  



 


 


	
  *Signature
  guaranteed by:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
			



 






*                                         The signature
must be guaranteed by an institution which is a member of one of the following
recognized signature guaranty programs: (i) the Securities Transfer Agent
Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion
Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such
other guaranty program acceptable to the Trustee.


 

















 


FUNDAMENTAL CHANGE REPURCHASE NOTICE


 


TO:  VERTEX
PHARMACEUTICALS INCORPORATED


130
Waverly Street


Cambridge,
Massachusetts  02139


 


The
undersigned registered owner of this Security hereby irrevocably acknowledges receipt
of a notice from VERTEX PHARMACEUTICALS
INCORPORATED (the “Company”)
as to the occurrence of a Fundamental Change with respect to the Company and
requests and instructs the Company to purchase the entire principal amount of
this Security, or the portion thereof (which is $1,000 or an integral multiple
thereof) below designated, in accordance with the terms of the Indenture
referred to in this Security at the Fundamental Change Repurchase Price to the
registered Holder hereof.


 


	
  Date:

  	
   

  	
   

  	
  Your
  Signature:

  	
   

  



 


 


Signature(s) must
be guaranteed by a qualified guarantor institution with membership in an
approved signature guarantee program pursuant to Rule 17Ad-15 under the
Securities Exchange Act of 1934.


 


 


	
   

  
	
  Signature Guaranty

  



 


 


Principal
amount to be repurchased (in an integral multiple of $1,000, if less than all):


 


NOTICE:
The signature to the foregoing Election must correspond to the Name as written
upon the face of this Security in every particular, without any alteration or
change whatsoever.


 

















 


SCHEDULE OF EXCHANGES OF SECURITIES


 


The
following exchanges, purchase, repurchases, redemption or conversions of a part
of this Global Security have been made:


 


	
  Date of Exchange

  	
   

  	
  Amount of

  Decrease in

  Principal

  Amount of this

  Security

  	
   

  	
  Amount of

  Increase in

  Principal

  Amount of this

  Security

  	
   

  	
  Principal

  Amount of this

  Global Security

  following Each

  Increase of

  Decrease

  	
   

  	
  Signature of

  Authorized

  Officer of

  Trustee