Exhibit 4.1


 


REGISTRATION RIGHTS AGREEMENT


 


This
Registration Rights Agreement, dated as of March 12, 2009, is entered into
by and among Vertex Pharmaceuticals Incorporated, a Massachusetts corporation
(the “Company”), ViroChem Pharma Inc., a corporation incorporated under
the laws of Canada (“ViroChem”), and each of the persons identified as a
vendor on the signature pages hereto (each, a “ViroChem Vendor” and
collectively, the “ViroChem Vendors”), in connection with the execution
of that certain Share Purchase Agreement, dated as of the date hereof  (the “Purchase Agreement”) among the
Company, ViroChem and the ViroChem Vendors.


 


As
an inducement to the ViroChem Vendors to enter into the Purchase Agreement, the
Company and ViroChem agree with the ViroChem Vendors, for the benefit of the
Holders (as defined below), as follows:


 


1.                                                               Certain Definitions.


 


For
purposes of this Registration Rights Agreement, the following terms shall have
the following meanings:


 


(a)          “Affiliate” has the meaning set forth
in Rule 405 under the Securities Act, except where otherwise expressly
provided.


 


(b)         “Agreement” means this Registration
Rights Agreement, as the same may be amended from time to time pursuant to the
terms hereof.


 


(c)          “Business Day” means any day on which
the NASDAQ Global Select Market, NASDAQ Global Market and NASDAQ Capital Market
are open for trading.


 


(d)         “Commission” means the Securities and
Exchange Commission, or any other federal agency at the time administering the
Exchange Act or the Securities Act, whichever is the relevant statute for the
particular purpose.


 


(e)          “Common Stock” means the common stock
of the Company, par value $0.01 per share.


 


(f)            “Company” has the meaning specified in
the first paragraph of this Agreement.


 


(g)         “Deferral Notice” has the meaning
assigned thereto in Section 3(b).


 


(h)         “Deferral Period” has the meaning
assigned thereto in Section 3(b)


 


(i)             “Effective Date” means the date on
which the Shelf Registration Statement becomes effective.


 


(j)             “Effective Period” has the meaning assigned
thereto in Section 2(c).


 

















 


(k)          “Exchange Act” means the Securities
Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.


 


(l)             “Holder” means each holder, from time
to time, of Registrable Shares (including the ViroChem Vendors).


 


(m)       “Material Event” has the meaning
assigned thereto in Section 3(a)(iv).


 


(n)         “Majority Holders” shall mean, on any
date, holders of the majority of the Shares constituting Registrable Shares.


 


(o)         “Notice and Questionnaire” means a written
notice delivered to the Company containing substantially the information called
for by the Form of Selling Shareholder Notice and Questionnaire attached
as Schedule B hereto.


 


(p)         “Notice Holder” means, on any date,
any Holder that has delivered a Notice and Questionnaire to the Company on or
prior to such date.


 


(q)         “Person” means a corporation,
association, partnership, organization, business, individual, government or
political subdivision thereof or governmental agency.


 


(r)            “Prospectus” means the prospectus
included in any Shelf Registration Statement, as amended or supplemented by any
amendment or prospectus supplement, including post-effective amendments, and
all materials incorporated by reference or explicitly deemed to be incorporated
by reference in such Prospectus.


 


(s)          “Purchase Agreement” has the meaning
specified in the first paragraph of this Agreement.


 


(t)            “Registrable Shares” means the Shares
until the earliest of (i) their effective registration under the
Securities Act and the resale of all such Shares in accordance with the Shelf
Registration Statement, (ii) the expiration of the holding period
applicable to such Shares under Rule 144(b)(1), or (iii) the date on
which all such Shares cease to be outstanding.


 


(u)         “Reference Share Price” shall have the
meaning set forth in the Purchase Agreement.


 


(v)         “Rule 144,” “Rule 405”
and “Rule 415” mean, in each case, such rule as promulgated
under the Securities Act.


 


(w)               “Securities Act” means the Securities
Act of 1933, as amended, and the rules and regulations promulgated
thereunder.


 


(x)                   “Shares” means the shares of Common
Stock issued to the ViroChem Vendors pursuant to the Purchase Agreement, as
listed on Schedule A.


 


2

















 


(y)                 “Shelf Registration Statement” means
the shelf registration statement referred to in Section 2(a), as amended
or supplemented by any amendment or supplement, including post-effective
amendments, and all materials incorporated by reference or explicitly deemed to
be incorporated by reference in such Shelf Registration Statement.


 


(z)                   “ViroChem” has the meaning specified
in the first paragraph of this Agreement.


 


(aa)            “ViroChem Vendors” has the meaning
specified in the first paragraph of this Agreement.


 


Unless
the context otherwise requires, any reference herein to a “Section” or “clause”
refers to a Section or clause, as the case may be, of this Agreement, and
the words “herein,” “hereof” and “hereunder” and other words of similar import
refer to this Agreement as a whole and not to any particular Section or
other subdivision.  Unless the context
otherwise requires, any reference to a statute, rule or regulation refers
to the same (including any successor statute, rule or regulation thereto)
as it may be amended from time to time.


 


2.                                                               Registration Under the
Securities Act.


 


(a)          The Company agrees to file under the
Securities Act a shelf registration statement providing for the registration
of, and the sale on a continuous or delayed basis by the Holders of, all of the
Registrable Shares, pursuant to Rule 415 of the Securities Act or any
similar rule that may be adopted by the Commission.  The Company shall file the Shelf Registration
Statement with the U.S. Securities Exchange Commission, and cause the Shelf
Registration Statement to become effective, one (1) Business Day after the
Closing Date (as defined in the Purchase Agreement) unless both (a) the
cost of ViroChem, determined as
of the Closing Date in accordance with U.S. generally accepted accounting
principles (and after giving effect to any adjustment pursuant to Section 2.05(4) of
the Purchase Agreement, would exceed, with respect to the Company, the
condition of significance in the definition of significant subsidiary in Rule 1-02(w)(1) of
Regulation S-X under the Securities Act at the 50% percent level, and (b) ViroChem
has not delivered to the Company the Form 8-K Financial Statements (as
defined in the Purchase Agreement) at least three (3) Business Days prior
to Closing Date.  In the event that the
Company does not file with the U.S. Securities Exchange Commission and cause
the Shelf Registration Statement to become effective one (1) Business Day
after the Closing Date, by reason of clauses (a) and (b) above,
the Company and the ViroChem shall cooperate, at the expense of the Company, to
cause the Form 8-K Financial Statements to be completed as promptly as
practicable after the Closing Date and the Company shall file the Shelf
Registration Statement, and cause the Shelf Registration Statement to become
effective, no later than three (3) Business Days after completion of the Form 8-K
Financial Statements. The registration statement will be filed by the Company
pursuant to and in accordance with general instruction I.D of Form S-3 and
will become effective automatically upon filing with the Commission.  In no event will


 


3

















 


the method(s) of distribution of the Registrable Shares take the
form of an underwritten offering without the prior agreement of the Company.


 


(b)         The Company agrees to name as a selling
shareholder in the Shelf Registration Statement, at the time of its
effectiveness, each Holder from which the Company has received a Notice and
Questionnaire, which is attached hereto as Schedule B, together with any other
information the Company may reasonably request from such Notice Holder on or
prior to the third (3rd) day before the Effective Date.


 


(c)                                  The Company agrees to use its reasonable best
efforts to keep such Shelf Registration Statement continuously effective until
each of the Registrable Shares ceases to be a Registrable Share, but in no
event past the six (6) month anniversary of the Effective Date (the “Effective
Period”).  None of the Company’s
securityholders (other than Holders of Registrable Shares) shall have the right
to include any of the Company’s securities in the Shelf Registration Statement.


 


(d)                                 The Company further agrees that it shall
cause the Shelf Registration Statement and the related Prospectus and any
amendment or supplement thereto, as of the Effective Date or the effective date
of such amendment or supplement, as applicable, (i) to comply in all
material respects with the applicable requirements of the Securities Act; and (ii) not
to contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the statements
therein (in the case of the Prospectus, in the light of the circumstances under
which they were made) not misleading, and the Company agrees to furnish to the
Holders of the Registrable Shares copies of any supplement or amendment prior
to its being used or promptly following its filing with the Commission; provided, however, that the Company shall
have no obligation to deliver to Holders of Registrable Shares copies of any
amendment consisting exclusively of an Exchange Act report or other Exchange
Act filing filed electronically with the Commission or otherwise publicly
available on the Company’s website.  If
the Shelf Registration Statement, as amended or supplemented from time to time,
ceases to be effective for any reason at any time during the Effective Period
(other than because all Registrable Shares registered thereunder shall have
been sold pursuant thereto or shall have otherwise ceased to be Registrable
Shares), the Company shall use its reasonable best efforts to obtain the prompt
withdrawal of any order suspending the effectiveness thereof.


 


(e)                                  Each Holder of Registrable Shares agrees that
if such Holder wishes to sell Registrable Shares pursuant to the Shelf
Registration Statement and related Prospectus, it will do so only in accordance
with this Section 2(e) and Section 3(b).  From and after the Effective Date, the
Company shall, as promptly as is practicable after the date a Notice and Questionnaire
is delivered by a Holder, together with any other information the Company may
reasonably request from such Holder, and in any event within fifteen (15)
Business Days after such date,


 


(i)                                     if required by applicable law, file with the
Commission a post-effective amendment to the Shelf Registration Statement or
prepare and, if required by applicable law, file a supplement to the related
Prospectus or a


 


4

















 


supplement
or amendment to any document incorporated therein by reference or file any
other required document so that the Holder delivering such Notice and
Questionnaire is named as a selling shareholder in the Shelf Registration
Statement and the related Prospectus in such a manner as to permit such Holder
to deliver such Prospectus to purchasers of the Registrable Shares in
accordance with applicable law and, if the Company shall file a post-effective
amendment to the Shelf Registration Statement, use its reasonable best efforts
to cause such post-effective amendment to be declared effective under the
Securities Act as promptly as is practicable;


 


(ii)                                  provide such Holder copies of any documents
filed pursuant to Section 2(e)(i); and


 


(iii)                               notify such Holder as promptly as practicable after the effectiveness
under the Securities Act of any post-effective amendment filed pursuant to Section 2(e)(i);


 


provided, that if such Notice and Questionnaire is delivered during a Deferral
Period, the Company shall so inform the Holder delivering such Notice and
Questionnaire and shall take the actions set forth in clauses (i), (ii) and
(iii) above upon expiration of the Deferral Period in accordance with Section 3(b).  Notwithstanding anything contained herein to
the contrary, the Company shall be under no obligation to name any Holder that
is not a Notice Holder as a selling shareholder in any Shelf Registration
Statement or related Prospectus; provided,
however, that any Holder that becomes a Notice Holder pursuant to
the provisions of this Section 2(e) (whether or not such Holder was a
Notice Holder at the time the Shelf Registration Statement was declared
effective) shall be named as a selling shareholder in the Shelf Registration
Statement or related Prospectus in accordance with the requirements of this Section 2(e).


 


(f)                                    If a shelf registration statement covering
each Notice Holder’s Registrable Shares is not filed with the Commission within
the time frame specified in Section 2(a) above (a “Registration
Default”), with respect to the first 60-day period immediately following
the occurrence of the first Registration Default, the Company agrees to pay
each Notice Holder in an amount equal to the product of .25% multiplied by the
Reference Share Price, after giving effect to any adjustment pursuant to Section 2.05(4) of
the Purchase Agreement, for each Registrable Share held by such Notice Holder
for each day that a registration statement has not been filed.  The amount of the liquidated damages shall
increase to an amount equal to the product of .5% multiplied by the Reference
Share Price, after giving effect to any adjustment pursuant to Section 2.05(4) of
the Purchase Agreement for each Registrable Share held by such Notice Holder
for each day that a registration statement has not been filed with respect to the
period beginning on the 61st day
following the occurrence of the Registration Default and ending on the date the
Registration Default has ended.  The
aggregate amount of payments under this first paragraph of Section 2(f) for
all Registration Defaults shall not exceed $90 million dollars.  These amounts will be paid to the Notice
Holders, in cash, on a weekly basis. 
Notwithstanding the foregoing, the Company shall not be liable for any
amounts under


 


5

















 


this
Section 2(f) if the failure to file with the Commission a shelf
registration statement covering the Notice Holders’ Registrable Shares within
the time frame specified in Section 2(f) above is due solely to the
Company’s previous independent registered public accounting firm’s failure to
provide the Company in a timely manner any consent of such firm that must be
filed as an exhibit to such registration statement.


 


The right to receive these payments shall be
in addition to, and not in limitation of, all other remedies to which the
Notice Holders may be entitled by reason of the Company’s failure to file with
the Commission a shelf registration statement covering the Notice Holders’
Registrable Shares within the time frame specified in Section 2(a) above.


 


3.                                                               Registration Procedures.


 


The
following provisions shall apply to the Shelf Registration Statement filed
pursuant to Section 2:


 


(a)                                  The Company shall:


 


(i)                                     prepare and file with the Commission a
registration statement with respect to the shelf registration on any form which
may be utilized by the Company (which form the parties hereto agree will be Form S-3,
pursuant to general instruction I.D thereto) and which shall permit the
disposition of the Registrable Shares in accordance with the intended method or
methods thereof, as specified in writing by the Holders of the Registrable
Shares;


 


(ii)                                  before filing the Shelf Registration
Statement, furnish to counsel for ViroChem copies of all documents proposed to
be filed and use reasonable best efforts to reflect in each such document when
so filed with the Commission such comments as such counsel reasonably shall
propose within two (2) Business Days of the delivery of such copies to
such counsel;


 


(iii)                               use its reasonable best efforts to prepare and file with the Commission
such amendments and post-effective amendments to the Shelf Registration
Statement and file with the Commission any other required document as may be
necessary to keep such Shelf Registration Statement continuously effective
until the expiration of the Effective Period; cause the related Prospectus to
be supplemented by any required prospectus supplement, and as so supplemented
to be filed pursuant to Rule 424 (or any similar provisions then in force)
under the Securities Act; and comply with the provisions of the Securities Act
applicable to it with respect to the disposition of all Registrable Shares
covered by such Shelf Registration Statement during the Effective Period in
accordance with the intended methods of disposition by the sellers thereof set
forth in such Shelf Registration Statement as so amended or such Prospectus as
so supplemented;


 


(iv)                              promptly notify the Notice Holders of Registrable Shares (A) when
such Shelf Registration Statement or the Prospectus included therein or any


 


6

















 


amendment
or supplement to the Prospectus or post-effective amendment has been filed with
the Commission, and, with respect to such Shelf Registration Statement or any
post-effective amendment, when the same has become effective, (B) of any
request, following the effectiveness of the Shelf Registration Statement, by
the Commission or any other federal or state governmental authority for
amendments or supplements to the Shelf Registration Statement or related
Prospectus or for additional information, (C) of the issuance by the
Commission of any stop order suspending the effectiveness of such Shelf
Registration Statement or the initiation or written threat of any proceedings
for that purpose, (D) of the receipt by the Company of any notification
with respect to the suspension of the qualification of the Registrable Shares
for sale in any U.S. jurisdiction or the initiation or written threat of any
proceeding for such purpose, (E) of the occurrence of (but not the nature
of or details concerning) any event or the existence of any fact (a “Material
Event”) as a result of which any Shelf Registration Statement shall contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading, or any Prospectus shall contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading (provided,
however, that no notice by the Company shall be required pursuant to
this clause (E) in the event that the Company either promptly files a
supplement to update the Prospectus or a Form 8-K or other appropriate
Exchange Act report that is incorporated by reference into the Shelf
Registration Statement, which, in either case, contains the requisite
information with respect to such Material Event that results in such Shelf
Registration Statement or Prospectus no longer containing any untrue statement
of material fact or omitting to state a material fact necessary to make the
statements contained therein not misleading), (F) of the determination by
the Company that a post-effective amendment to the Shelf Registration Statement
will be filed with the Commission, which notice may, at the discretion of the
Company (or as required pursuant to Section 3(b)), state that it
constitutes a Deferral Notice, in which event the provisions of Section 3(b) shall
apply or (G) at any time when a Prospectus is required to be delivered
under the Securities Act, that the Shelf Registration Statement, Prospectus,
Prospectus amendment or supplement or post-effective amendment does not conform
in all material respects to the applicable requirements of the Securities Act
and the rules and regulations of the Commission thereunder;


 


(v)                                 use its reasonable best efforts to prevent
the issuance of, and if issued, to obtain the withdrawal of any order suspending
the effectiveness of the Shelf Registration Statement or any post-effective
amendment thereto, and to lift any suspension of the qualification of any of
the Registrable Shares for sale in any jurisdiction in which they have been
qualified for sale, in each case at the earliest practicable date;


 


7

















 


(vi)                              promptly furnish to each Notice Holder upon their request and without
charge, at least one (1) conformed copy of the Shelf Registration Statement and
any amendments thereto, including financial statements but excluding schedules,
all documents incorporated or deemed to be incorporated therein by reference
and all exhibits; provided, however,
that the Company shall have no obligation to deliver to Notice Holders a copy
of any amendment consisting exclusively of an Exchange Act report or other
Exchange Act filing otherwise publicly available on the Commission’s or the
Company’s website;


 


(vii)                           during the Effective Period, deliver to each Notice Holder in connection
with any sale of Registrable Shares pursuant to the Shelf Registration
Statement, without charge, as many copies of the Prospectus relating to such
Registrable Shares (including each preliminary prospectus) and any amendment or
supplement thereto as such Notice Holder may reasonably request; and the
Company hereby consents (except during such periods that a Deferral Notice is
outstanding and has not been revoked) to the use of such Prospectus or each
amendment or supplement thereto by each Notice Holder in connection with any
offering and sale of the Registrable Shares covered by such Prospectus or any
amendment or supplement thereto in the manner set forth therein;


 


(viii)                        use reasonable best efforts to list the Shares on the national
securities exchange on which the Common Stock is listed, no later than the
Effective Date and throughout the Effective Period, including paying all
applicable listing fees;


 


(ix)                                use reasonable best efforts to ensure that the Registrable Shares may
be cleared through the Depository Trust Company by no later than the Effective
Date and throughout the Effective Period;


 


(x)                                   pay all applicable registration fees to the
Commission with respect to the Shares covered by the Shelf Registration
Statement by no later than the Effective Date;


 


(xi)                                file all documents required to be filed by the Company with the
Commission pursuant to the Exchange Act throughout the Effective Period within
the time periods prescribed by the rules and regulations of the
Commission;


 


(xii)                             instruct the Company’s transfer agent and/or cause an opinion of
counsel to be issued to the Company’s transfer agent stating that the Shares
have been registered on the Shelf Registration Statement and may be transferred
free of any restrictive legend, subject to any contractual restrictions on the
transfer of such Shares;


 


(xiii)                          take all necessary actions to avoid being or becoming an “ineligible
issuer” within the meaning of the rules and regulations of the Securities
Act during the Effective Period;  and


 


8

















 


(xiv)                         if at any time when the Company is required to re-evaluate its status
as a well-known seasoned issuer (“WKSI”), the Company determines that it
is not a WKSI, use its reasonable best efforts to refile the Shelf Registration
Statement on Form S-3 or, if not available, Form S-1 and keep such
registration statement effective during the Effective Period (and extend the
Effective Period by such number of days that the shelf registration statement
is not effective).


 


(b)                                 Upon (A) the issuance by the Commission
of a stop order suspending the effectiveness of the Shelf Registration
Statement or the initiation of proceedings with respect to the Shelf
Registration Statement under Section 8(d) or 8(e) of the
Securities Act, or (B) the occurrence of any event or the existence of any
Material Event as a result of which the Shelf Registration Statement shall
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading, or any Prospectus shall contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or (C) the occurrence or
existence of any corporate development that, in the discretion of the Company,
makes it appropriate to suspend the availability of the Shelf Registration
Statement and the related Prospectus, the Company will (i) subject to the
last sentence of this Section 3(b), as promptly as practicable prepare and
file a post-effective amendment to such Shelf Registration Statement or a
supplement to the related Prospectus or any document incorporated therein by
reference or file any other required document that would be incorporated by
reference into such Shelf Registration Statement and Prospectus so that such
Shelf Registration Statement does not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, and such Prospectus
does not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, as thereafter delivered to the purchasers of the Registrable Shares
being sold thereunder, and in the case of a post-effective amendment to the
Shelf Registration Statement, subject to the last sentence of this Section 3(b),
use reasonable best efforts to cause it to be declared effective as promptly as
is practicable, and (ii) give notice to the Notice Holders that the
availability of the Shelf Registration Statement and Prospectus is suspended (a
“Deferral Notice” and, the period during which the availability of the
Shelf Registration Statement and any Prospectus is suspended the “Deferral
Period”).  The Company need not
specify the nature of the event giving rise to a suspension in any Deferral
Notice.  Each Holder agrees to hold any
such Deferral Notice in confidence.  Upon
receipt of any Deferral Notice, each Notice Holder agrees not to sell any
Registrable Shares pursuant to the Shelf Registration Statement until such
Notice Holder’s receipt of copies of the supplemented or amended Prospectus
provided for in clause (i) above, or until it is advised in writing by the
Company that the Prospectus may be used, and has received copies of any
additional or supplemental filings that are incorporated or deemed incorporated
by reference in such Prospectus.  The
Company will use its reasonable best efforts to ensure that the use of the
Prospectus may be resumed (x) in the case of clause (A) above, as
promptly as practicable, (y) in the case of clause (B) above, as soon
as, in the sole judgment of the


 


9

















 


Company, public disclosure of such Material Event would not be
prejudicial to or contrary to the interests of the Company or, if necessary to
avoid unreasonable burden or expense, as soon as practicable thereafter and (z) in
the case of clause (C) above, as soon as, in the discretion of the Company,
such suspension is no longer appropriate.


 


(c)                                  Each Holder of Registrable Shares agrees that
upon receipt of any Deferral Notice from the Company, such Holder shall
forthwith discontinue (and cause any placement or sales agent or underwriters
acting on their behalf to discontinue) the disposition of Registrable Shares
pursuant to the Shelf Registration Statement until such Holder (i) shall
have received copies of such amended or supplemented Prospectus and, if so
directed by the Company, such Holder shall deliver to the Company (at the
Company’s expense) all copies, other than permanent file copies, then in such
Holder’s possession of the Prospectus covering such Registrable Shares at the
time of receipt of such notice or (ii) shall have received notice from the
Company that the disposition of Registrable Shares pursuant to the Shelf
Registration Statement may continue.  The
Company shall use its best efforts to limit the length of each Deferral Period
to ten (10) days. In no event may the total number of days in all Deferral
Periods exceed thirty (30) days collectively. 
In addition, the Effective Period will be lengthened by a number of days
equal to the number of days in any Deferral Period.


 


(d)                                 The Company may require each Holder of
Registrable Shares as to which any registration pursuant to Section 2 is
being effected to furnish to the Company such information regarding such Holder
and such Holder’s intended method of distribution of such Registrable Shares as
the Company may from time to time reasonably request in writing, but only to
the extent that such information is required in order to comply with the
Securities Act.  Each such Holder agrees
to notify the Company as promptly as practicable of any inaccuracy or change in
information previously furnished by such Holder to the Company or of the
occurrence of any event in either case as a result of which any Prospectus
relating to such registration contains or would contain an untrue statement of
a material fact regarding such Holder or such Holder’s intended method of
disposition of such Registrable Shares or omits to state any material fact
regarding such Holder or such Holder’s intended method of disposition of such
Registrable Shares required to be stated therein or necessary to make the
statements therein not misleading, and promptly to furnish to the Company any
additional information required to correct and update any previously furnished
information or required so that such Prospectus shall not contain, with respect
to such Holder or the disposition of such Registrable Shares, an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading.


 


4.                                                               Holders’  Obligations.


 


(a)                                  Each Holder agrees, by acquisition of the
Registrable Shares, that no Holder of Registrable Shares shall be entitled to
sell any of such Registrable Shares pursuant to the Shelf Registration
Statement or to receive a Prospectus relating thereto, unless such Holder has
furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(e) hereof
(including the information required to be included in such Notice and
Questionnaire) and


 


10

















 


the
information set forth in the next sentence. 
Each Notice Holder agrees promptly to furnish to the Company all
information required to be disclosed in order to make the information
previously furnished to the Company by such Notice Holder not misleading and
any other information regarding such Notice Holder and the distribution of such
Registrable Shares as may be required to be disclosed in the Shelf Registration
Statement under applicable law or pursuant to Commission comments.  Each Holder further agrees not to sell any
Registrable Shares pursuant to the Shelf Registration Statement without
delivering, or causing to be delivered, a Prospectus to the purchaser thereof
(or otherwise delivering a Prospectus in accordance with applicable law) and,
following termination of the Effective Period, to notify the Company, within
ten (10) Business Days of a request by the Company, of the amount of
Registrable Shares sold pursuant to the Shelf Registration Statement and, in
the absence of a response, the Company may assume that all of the Holder’s
Registrable Shares were so sold.


 


(b)                                 The Holders will not make any transfer or
disposition of any of the Registrable Shares except in compliance with the
Securities Act or pursuant to an exemption therefrom.


 


5.                                                               Registration Expenses.


 


The
Company agrees to bear and to pay or cause to be paid promptly upon request
being made therefor all expenses incident to the Company’s performance of or
compliance with this Agreement, including, but not limited to, (a) all
Commission and stock exchange filing and listing fees and expenses, (b) all
of the fees and expenses of the Company’s counsel, accountants and transfer
agent related to the Shelf Registration Statement and Prospectus, (c) all
expenses relating to the preparation, printing, distribution and reproduction
of the Shelf Registration Statement, the related Prospectus, each amendment or
supplement to each of the foregoing, the certificates representing the Shares
and all other documents relating hereto and (d) the fees and disbursements
of one counsel retained by all of the Holders (the “Holders Counsel”), not to
exceed $20,000.  Notwithstanding the
foregoing, the Holders of the Registrable Shares being registered shall pay all
underwriting discounts and commissions and placement agent fees and commissions
attributable to the sale of such Registrable Shares and the fees and
disbursements of any counsel or other advisors or experts retained by such
Holders (severally or jointly), other than the Holders Counsel.


 


6.                                                               Indemnification.


 


(a)                                  The Company agrees to indemnify and hold
harmless each Holder, the directors, officers, employees and Affiliates of the
Holder and each Person who controls such Holder within the meaning of either
the Securities Act or the Exchange Act against any and all losses, claims,
damages or liabilities, joint or several, to which they or any of them may
become subject under the Securities Act, the Exchange Act or other federal or
state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in any Shelf Registration Statement or any Prospectus
forming part thereof or in any amendment or supplement thereto, or arise out of
or are based upon the omission or alleged omission to


 


11

















 


state therein a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, and agrees to reimburse each such
indemnified party, as incurred, for any legal or other expenses reasonably
incurred by it in connection with investigating or defending any such loss,
claim, damage, liability or action; provided,
however, that the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon any such untrue statement or alleged untrue statement or omission or
alleged omission from any such document, in reliance upon and in conformity
with written information provided by a Holder; provided
further, that with respect to any untrue statement or omission of a
material fact from any Prospectus, the indemnity agreement contained in this Section 6(a) shall
not inure to the benefit of any Holder from whom the Person asserting any such
loss, claim, damage or liability purchased the securities concerned, to the
extent that any such loss, claim, damage or liability of such Holder occurs
under the circumstance that (y) the untrue statement or omission of a
material fact from the Prospectus was corrected in an amendment or supplement
in accordance with the terms of this Agreement and (z) there was not sent
or given to such Person, at or prior to the written confirmation of the sale of
such securities to such Person, a copy of the Prospectus as amended or
supplemented, unless such failure to deliver the Prospectus, as amended or
supplemented, was a result of non-compliance by the Company with Section 3
provided, further, that the
indemnity agreement contained in this Section 6(a) shall not inure to
the benefit of any Holder to the extent that any such loss, claim, damage or
liability of or with respect to such Holder to any Person results from an offer
or sale by the Holder of Shares during a Deferral Period if such Holder
received a Deferral Notice prior to the making of such offer or sale.  This indemnity agreement will be in addition
to any liability which the Company may otherwise have.


 


(b)         Each Holder, severally and not jointly,
agrees to indemnify and hold harmless the Company, each of its directors, each
of its officers who signs the Shelf Registration Statement, and each Person, if
any, who controls the Company within the meaning of either the Securities Act
or the Exchange Act, against any and all losses, claims, damages or
liabilities, joint or several, to which the Company may become subject under
the Securities Act, the Exchange Act or other federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained
in any such Shelf Registration Statement or any Prospectus forming part thereof
or in any amendment or supplement thereto, or arise out of or are based upon
the omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading, but in each case
only to the extent that the untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in conformity with
any information furnished to the Company by such Holder in writing expressly
for use in any such Shelf Registration Statement or Prospectus, and agrees to
reimburse the Company, as incurred, for any legal or other expenses reasonably
incurred by it in connection with investigating or defending any such loss,
claim, damage, liability or action; provided,
however, that no such Holder shall be liable for any indemnity
claims hereunder in excess of the amount of


 


12

















 


net proceeds received by such Holder from the sale of Shares pursuant
to such Shelf Registration Statement. 
This indemnity agreement will be in addition to any liability which any
such Holder may otherwise have.


 


(c)          Promptly after receipt by an indemnified
party under this Section 6 of notice of the commencement of any action or
investigation, such indemnified party will, if a claim in respect thereof is to
be made against the indemnifying party under this Section 6, notify the
indemnifying party in writing of the commencement thereof; but the failure so
to notify the indemnifying party (i) will not relieve the indemnifying
party from liability under paragraph (a) or (b) above unless and to
the extent the indemnifying party has been materially prejudiced through the
forfeiture by the indemnified party of substantial rights and defenses and (ii) will
not, in any event, relieve the indemnifying party from any obligations to any
indemnified party other than the indemnification obligation provided in
paragraph (a) or (b).  If any action
shall be brought against an indemnified party and it shall have notified the
indemnifying party thereof, the indemnifying party shall be entitled to appoint
counsel (including local counsel) of the indemnifying party’s choice at the
indemnifying party’s expense to represent the indemnified party in any action
for which indemnification is sought (in which case the indemnifying party shall
not thereafter be responsible for the fees and expenses of any separate
counsel, other than local counsel if not appointed by the indemnifying party,
retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall
be reasonably satisfactory to the indemnified party.  Notwithstanding the indemnifying party’s
election to appoint counsel (including local counsel) to represent the
indemnified party in an action, the indemnified party shall have the right to
employ separate counsel (including local counsel), and the indemnifying party
shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the
use of counsel chosen by the indemnifying party to represent the indemnified
party would present such counsel with a conflict of interest; (ii) the
actual or potential defendants in, or targets of, any such action include both
the indemnified party and the indemnifying party and the indemnified party
shall have reasonably concluded that there may be legal defenses available to
it and/or other indemnified parties that are different from or additional to
those available to the indemnifying party; (iii) the indemnifying party
shall not have employed counsel reasonably satisfactory to the indemnified
party to represent the indemnified party within a reasonable time after notice
of the institution of such action; or (iv) the indemnifying party shall
authorize the indemnified party to employ separate counsel at the expense of
the indemnifying party.  It is understood
that an indemnifying party shall not, in connection with any proceeding or
related proceeding in the same jurisdiction, be liable for the fees and
expenses of more than one separate firm (in addition to any local counsel) for
all indemnified parties.  An indemnifying
party will not, without the prior written consent of the indemnified parties,
settle or compromise or consent to the entry of any judgment with respect to
any pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding


 


13

















 


and does not include an admission of fault, culpability or a failure to
act, by or on behalf of such indemnified party.


 


(d)         The provisions of this Section 6 and Section 7
shall remain in full force and effect, regardless of any investigation made by
or on behalf of any Holder, the Company, 
or any of the indemnified parties referred to in this Section 6 and
Section 7, and shall survive the sale by a Holder of Shares covered by the
Shelf Registration Statement.


 


7.               Contribution.


 


If
the indemnification provided for in Section 6 is unavailable or
insufficient to hold harmless an indemnified party under Section 6(a) or
6(b), then each indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid or payable by such indemnified
party as a result of such loss, claim, damage or liability, or action in
respect thereof, (i) in such proportion as shall be appropriate to reflect
the relative benefits received by the Company, on the one hand, and a Holder
with respect to the sale by such Holder of Shares, on the other, or (ii) if
the allocation provided by clause (i) above is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative fault of
the Company, on the one hand, and such Holder, on the other, with respect to
the statements or omissions that resulted in such loss, claim, damage or
liability, or action in respect thereof, as well as any other relevant
equitable considerations.  The relative
fault shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to the Company or information
supplied by the Company, on the one hand, or to any information contained in
the relevant Notice and Questionnaire supplied by such Holder, on the other,
the intent of the parties and their relative knowledge, access to information
and opportunity to correct or prevent such untrue statement or omission.  The parties hereto agree that it would not be
just and equitable if contributions pursuant to this Section 7 were to be
determined by pro rata allocation or by any other method of allocation that
does not take into account the equitable considerations referred to
herein.  The amount paid or payable by an
indemnified party as a result of the loss, claim, damage or liability, or
action in respect thereof, referred to above in this Section 7 shall be
deemed to include, for purposes of this Section 7, any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending or preparing to defend any such action or
claim.  Notwithstanding the provisions of
this Section 7, an indemnifying party that is a Holder of Shares shall not
be required to contribute any amount in excess of the amount by which the total
price at which the Shares sold by such indemnifying party to any purchaser exceeds
the amount of any damages which such indemnifying party has otherwise paid or
become liable to pay by reason of any untrue or alleged untrue statement or
omission or alleged omission.  No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation.


 


14














 


8.                                                               Miscellaneous.


 


(a)                                  Amendments
and Waivers.  The provisions of
this Agreement may not be amended, modified or supplemented, and waivers or
consents to departures from the provisions hereof may not be given, unless the
Company and the Majority Holders consent thereto in writing.  Notwithstanding the foregoing, a waiver or
consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders whose Shares are being sold
pursuant to the Shelf Registration Statement and that does not directly or
indirectly affect the rights of other Holders may be given by Holders of a
majority in aggregate amount of the Shares being sold by such Holders pursuant
to the Shelf Registration Statement without the consent of the Majority
Holders.


 


(b)                                 Notices.  All notices and other communications provided
for or permitted hereunder shall be made in writing by hand-delivery,
first-class mail, telecopier or other form of electronic transmission, or air
courier guaranteeing next-day delivery:


 


(1)                                  If to the Company, initially at the address
set forth in the Purchase Agreement;


 


(2)                                  If to the ViroChem Vendors, initially at the
addresses set forth on Schedule A;
and


 


(3)                                  If to a Holder, to the address of such Holder
set forth in the security register, the Notice and Questionnaire or other
records of the Company.


 


All such notices and communications shall be deemed
to have been duly given: when delivered by hand, if personally delivered; one (1) Business
Day after being delivered to a next-day air courier; five (5) Business
Days after being deposited in the mail; and when receipt is acknowledged by the
recipient’s electronic communication device, if sent by telecopier or other
form of electronic transmission.


 


(c)                                  Successors
and Assigns.  This Agreement
shall be binding upon the Company, each ViroChem Shareholder and each of their
respective successors and assigns.


 


(d)                                 Counterparts.  This Agreement may be executed in any number
of counterparts (which may be delivered in original form or by telecopier) and
by the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.


 


(e)                                  Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


(f)                                    Governing
Law.  This Agreement shall be governed
by and construed in accordance with the laws of The Commonwealth of
Massachusetts, without regard to the conflicts of laws principles thereof.


 


15

















 


(g)                                 Remedies.  In the event of a breach by the Company or by
any Holder of any of their respective obligations under this Agreement, each
Holder or the Company, as the case may be, in addition to being entitled to
exercise all rights granted by law, including recovery of damages, will be
entitled to specific performance of its rights under this Agreement.  The Company and each Holder agree that
monetary damages would not be adequate compensation for any loss incurred by
reason of a breach by it of any of the provisions of this Agreement and hereby
further agree that, in the event of any action for specific performance in
respect of such breach, it shall waive the defense that a remedy at law would
be adequate.


 


(h)                                 Severability.  The remedies provided herein are cumulative
and not exclusive of any remedies provided by law.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and
the parties hereto shall use their reasonable best efforts to find and employ
an alternative means to achieve the same or substantially the same result as
that contemplated by such term, provision, covenant or restriction.  It is hereby stipulated and declared to be
the intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may
be hereafter declared invalid, illegal, void or unenforceable.


 


(i)                                     Survival.  The respective indemnities, agreements,
representations, warranties and each other provision set forth in this
Agreement or made pursuant hereto shall remain in full force and effect
regardless of any investigation (or statement as to the results thereof) made
by or on behalf of any Holder of Registrable Shares, any director, officer or
partner of such Holder, any agent or underwriter or any director, officer or
partner thereof, or any controlling Person of any of the foregoing, and shall
survive delivery of and payment for the Registrable Shares pursuant to the
Purchase Agreement and the transfer and registration of Registrable Shares by
such Holder.


 


(j)                                     Securities
Held by the Company, etc. 
Whenever the consent or approval of Holders of a specified percentage of
Shares is required hereunder, Shares held by the Company or its Affiliates
(other than subsequent Holders of Shares if such subsequent Holders are deemed
to be Affiliates solely by reason of their holdings of such Shares) shall not
be counted in determining whether such consent or approval was given by the
Holders of such required percentage.


 


(k)                                  Termination.   In the event that the Purchase Agreement
shall be terminated in accordance with its terms prior to the closing of the
acquisition contemplated thereby, this Agreement shall thereupon terminate.


 


(l)                                     Inconsistent Agreements.  The Company will not enter into any
agreements which are inconsistent with, or which would prevent the satisfaction
of its obligations under, this Agreement.


 


[The remainder of this page is
intentionally left blank.]


 


16

















 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first set forth above.


 


	
   

  	
  VERTEX PHARMACEUTICALS INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ Ian F. Smith

  
	
   

  	
  Name: Ian F. Smith

  
	
   

  	
  Title: Executive Vice President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VIROCHEM PHARMA INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ François Legault

  
	
   

  	
  Name: François Legault

  
	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CAISSE DE DÉPÔT ET PLACEMENT
  DU QUÉBEC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ Louis Lacasse

  
	
   

  	
  Name: Louis Lacasse

  
	
   

  	
  Title: President, 4258398 Canada Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SHIRE CANADA INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ Tatjana May

  
	
   

  	
  Name: Tatjana May

  
	
   

  	
  Title: EVP, General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VC, SOCIÉTÉ EN COMMANDITE

  
	
   

  	
   

  
	
   

  	
  Per: 9184-4274 Quebec Inc., its general partner

  
	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ Serge Lapointe

  
	
   

  	
  Serge Lapointe

  
	
   

  	
  Secretary and Director

  



 


Signature page of Registration Rights Agreement


 


1

















 


	
   

  	
  BDC CAPITAL INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ Denis Ho

  
	
   

  	
  Name: Denis Ho

  
	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ Jean Francois Pariseau

  
	
   

  	
  Name: Jean Francois Pariseau

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Dr. Francesco Bellini

  
	
   

  	
  DR. FRANCESCO BELLINI

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Dr. Gervais Dionne

  
	
   

  	
  DR. GERVAIS DIONNE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LES INVESTISSEMENTS F.M.
  LEGAULT INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ François Legault

  
	
   

  	
  Name: François Legault

  
	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Franklin M. Berger

  
	
   

  	
  FRANKLIN M. BERGER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  POWER CORPORATION OF CANADA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ Peter Kruyt

  
	
   

  	
  Name: Peter Kruyt

  
	
   

  	
  Title: Vice-President

  
	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ Stephane Lemay

  
	
   

  	
  Name: Stephane Lemay

  
	
   

  	
  Title: Vice-President and Assistant General Counsel

  



 


Signature page of Registration Rights Agreement


 


2

















 


	
   

  	
  VITUS INVESTMENTS III PRIVATE LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ Ban Su-Mei

  
	
   

  	
  Name: Ban Su-Mei

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VIROCHEM RENAISSANCE TRUST, FOR AND ON BEHALF OF THE BENEFICIARIES
  THEREUNDER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ François Legault

  
	
   

  	
  Trustees: François Legault

  
	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ Dr. Gervais Dionne

  
	
   

  	
  Trustees: Dr. Gervais Dionne

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THERAPEUTIC RENAISSANCE TRUST, FOR AND ON BEHALF OF THE BENEFICIARIES
  THEREUNDER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ François Legault

  
	
   

  	
  Trustees: François Legault

  
	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ Dr. Gervais Dionne

  
	
   

  	
  Trustees: Dr. Gervais Dionne

  



 


Signature page of Registration Rights Agreement


 


3

















 


	
   

  	
   

  
	
   

  	
  /s/ Dr. Francesco Bellini

  
	
   

  	
  DR. FRANCESCO BELLINI

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Dr. Gervais Dionne

  
	
   

  	
  DR. GERVAIS DIONNE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  FRANÇOIS LEGAULT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  ALEX CIMPOIA *

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  DOMENIC DE LUCA *

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  LAVAL CHAN *

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  SYLVIE OUELLET *

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  CHENGWEN REN *

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  OLIVIER NICOLAS *

  
	
   

  	
   

  
	
  * By Power of Proxy and Mandate.

  	
   

  



 


Signature page of Registration Rights Agreement


 


4

















 


	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  CHARLES BLAIS *

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  CONSTANTIN YANNOPOULOS *

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  PIERO TRIGIANI *

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  CHRISTOPHE MOINET *

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  LILIANE HALAB *

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  PAUL NGUYEN-BA *

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  NATHALIE TURCOTTE *

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  CAROLINE CADILHAC *

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  IRINA MOTORINA *

  
	
   

  	
   

  
	
  * By Power of Proxy and Mandate.

  	
   

  



 


Signature page of Registration Rights Agreement


 


5

















 


	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  JOSÉE DUGAS *

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  MONICA BUBENIK *

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  RABINDRA REJ *

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  LOUIS VAILLANCOURT *

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  GUY FALARDEAU *

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  JEAN BÉDARD *

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  JULIE LAQUERRE *

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  ISABELLE DESCHENES *

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  CELINE LOCAS *

  
	
   

  	
   

  
	
  * By Power of Proxy and Mandate.

  	
   

  



 


Signature page of Registration Rights Agreement


 


6

















 


	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  BINGCAN LIU *

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  MAUD DAVID *

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  LUCILLE L’HEUREUX *

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  THERESE GODBOUT *

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  CAROLE CHAGNON *

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  CARL POISSON *

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  REAL DENIS *

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  SANJOY KUMAR DAS *

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  MARC COURCHESNE *

  
	
   

  	
   

  
	
  * By Power of Proxy and Mandate.

  	
   

  



 


Signature page of Registration Rights Agreement


 


7

















 


	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  DARIUS BILIMORIA *

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  SUZANNE MAY *

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  LYETTE GAUTHIER *

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  MING-QIANG ZHANG *

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  FILLIPO BELLINI *

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  ROBERT BRAIS *

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  CECILE LAJOIE *

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  FRANCE DESROCHERS *

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  NICOLAS GRIGNON *

  
	
   

  	
   

  
	
  * By Power of Proxy and Mandate.

  	
   

  



 


Signature page of Registration Rights Agreement


 


8

















 


	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  MOHAMMED DIALO *

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  DANIELLE ETHIER *

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  CHRISTINE AMNOTTE *

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ François Legault

  
	
   

  	
  NATHALIE CHAURET *

  
	
   

  	
   

  
	
  * By Power of Proxy and Mandate.

  	
   

  



 


Signature page of Registration Rights Agreement


 


9














 


Schedule A


 


Schedule of ViroChem Vendors


 


	
  Name

  	
   

  	
  Registrable Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  BDC Capital Inc.

  	
   

  	
  908,319

  	
   

  
	
  Caisse de Dépôt et Placement du Quebec

  	
   

  	
  1,513,864

  	
   

  
	
  Les Investissements F.M. Legault Inc.

  	
   

  	
  90,834

  	
   

  
	
  Power Corporation of Canada

  	
   

  	
  1,321,771

  	
   

  
	
  Shire Canada Inc.

  	
   

  	
  1,951,225

  	
   

  
	
  Therapeutic Renaissance Trust

  	
   

  	
  88,694

  	
   

  
	
  VC, Société en commandite

  	
   

  	
  1,211,091

  	
   

  
	
  Vitus Investments III Private Limited

  	
   

  	
  1,251,797

  	
   

  
	
  Amnotte, Christine

  	
   

  	
  3,225

  	
   

  
	
  Bedard, Jean

  	
   

  	
  24,189

  	
   

  
	
  Bellini, Filippo

  	
   

  	
  2,418

  	
   

  
	
  Bellini, Francesco Dr.

  	
   

  	
  311,869

  	
   

  
	
  Berger, Franklin M.

  	
   

  	
  39,809

  	
   

  
	
  Bilimoria, Darius

  	
   

  	
  11,288

  	
   

  
	
  Blais, Charles

  	
   

  	
  12,094

  	
   

  
	
  Boivin, Isabel

  	
   

  	
  806

  	
   

  
	
  Bourgault, Bernard

  	
   

  	
  3,225

  	
   

  
	
  Brais, Robert

  	
   

  	
  1,209

  	
   

  
	
  Bubenik, Monica

  	
   

  	
  12,255

  	
   

  
	
  Cadilhac, Caroline

  	
   

  	
  12,578

  	
   

  
	
  Chagnon, Carole

  	
   

  	
  8,869

  	
   

  
	
  Chan Chun Kong, Laval

  	
   

  	
  48,378

  	
   

  
	
  Chauret, Nathalie

  	
   

  	
  32,252

  	
   

  
	
  Cimpoia, Alex

  	
   

  	
  96,757

  	
   

  
	
  Clermont, Paule

  	
   

  	
  3,225

  	
   

  
	
  Courchesne, Marc

  	
   

  	
  14,352

  	
   

  
	
  Das, Sanjoy Kumar

  	
   

  	
  15,642

  	
   

  
	
  David, Maud

  	
   

  	
  10,804

  	
   

  
	
  De Luca, Domenic

  	
   

  	
  43,540

  	
   

  
	
  Denis, Réal

  	
   

  	
  15,642

  	
   

  
	
  Deschênes, Isabelle

  	
   

  	
  14,513

  	
   

  
	
  Desrochers, France

  	
   

  	
  1,612

  	
   

  
	
  Diallo, Mohamed

  	
   

  	
  4,837

  	
   

  
	
  Dionne, Gervais

  	
   

  	
  684,965

  	
   

  
	
  Dugas, Josée

  	
   

  	
  11,127

  	
   

  
	
  Ethier, Daniéle

  	
   

  	
  24,189

  	
   

  
	
  Falardeau, Guy

  	
   

  	
  13,223

  	
   

  
	
  Fex, Pascal

  	
   

  	
  806

  	
   

  
	
  Fournier, Lucie

  	
   

  	
  403

  	
   

  
	
  Garceau, Denis

  	
   

  	
  21,770

  	
   

  
	
  Gauthier, Lyette

  	
   

  	
  4,031

  	
   

  
	
  Godbout, Thérèse

  	
   

  	
  5,160

  	
   

  
	
  Grignon, Nicolas

  	
   

  	
  4,031

  	
   

  
	
  Guastaferri, Monique

  	
   

  	
  403

  	
   

  
	
  Halab, Liliane

  	
   

  	
  12,739

  	
   

  
	
  Lajoie, Cécile

  	
   

  	
  1,612

  	
   

  
	
  Lamarre, Daniel

  	
   

  	
  16,126

  	
   

  



 


A-1

















 


	
  Laquerre, Julie

  	
   

  	
  8,063

  	
   

  
	
  Laterreur, Julie

  	
   

  	
  806

  	
   

  
	
  Legault, François

  	
   

  	
  448,834

  	
   

  
	
  L’Heureux, Lucille

  	
   

  	
  11,933

  	
   

  
	
  Liu, Bingcan

  	
   

  	
  12,578

  	
   

  
	
  Locas, Céline

  	
   

  	
  40,315

  	
   

  
	
  May, Suzanne

  	
   

  	
  12,094

  	
   

  
	
  Miletti, Tina

  	
   

  	
  806

  	
   

  
	
  Moinet, Christophe

  	
   

  	
  15,642

  	
   

  
	
  Motorina, Irina

  	
   

  	
  15,803

  	
   

  
	
  Nguyen-Ba, Nghe

  	
   

  	
  20,157

  	
   

  
	
  Nicolas, Olivier

  	
   

  	
  14,513

  	
   

  
	
  Ouellet, Sylvie

  	
   

  	
  5,482

  	
   

  
	
  Pereira, Oswy Zeno

  	
   

  	
  4,837

  	
   

  
	
  Pernet, André Gerard

  	
   

  	
  21,770

  	
   

  
	
  Plante, Sylvie

  	
   

  	
  1,612

  	
   

  
	
  Poisson, Carl

  	
   

  	
  11,933

  	
   

  
	
  Proulx, Louise

  	
   

  	
  64,505

  	
   

  
	
  Reddy, Thumkunta Jagadeeswar

  	
   

  	
  2,015

  	
   

  
	
  Rej, Rabindra

  	
   

  	
  17,093

  	
   

  
	
  Ren, Chengwen

  	
   

  	
  13,868

  	
   

  
	
  Roldan, Hector Ariel

  	
   

  	
  1,612

  	
   

  
	
  Rus, Joseph

  	
   

  	
  4,031

  	
   

  
	
  Salinas, Eliseo Oreste

  	
   

  	
  24,189

  	
   

  
	
  Ste-Marie, Line

  	
   

  	
  1,612

  	
   

  
	
  Thibert, Roch

  	
   

  	
  12,901

  	
   

  
	
  Trigiani, Piero

  	
   

  	
  9,998

  	
   

  
	
  Turcotte, Nathalie

  	
   

  	
  12,739

  	
   

  
	
  Vaillancourt, Louis

  	
   

  	
  15,481

  	
   

  
	
  Yannopoulos, Constantin

  	
   

  	
  14,674

  	
   

  
	
  Zhang, Ming-Qiang

  	
   

  	
  8,063

  	
   

  
	
  TOTAL SHARES:

  	
   

  	
  10,733,527

  	
   

  



 


A-2

















 


Schedule B


 


Form of Selling Shareholder Notice and
Questionnaire


 


Selling Shareholder Notice and Questionnaire


 


The undersigned beneficial
holder of shares of common stock, par value $.01 per share (the “Registrable
Shares”), of Vertex Pharmaceuticals Incorporated (the “Company”),
understands that the Company has filed, or intends to file, with the Securities
and Exchange Commission (the “Commission”) a registration statement (the
“Shelf Registration Statement”), for the registration and resale under Rule 415
of the Securities Act of 1933, as amended (the “Securities Act”), of the
Registrable Shares in accordance with the terms of the Registration Rights
Agreement, dated March 12, 2009 (the “Registration Rights Agreement”),
between the Company and all of the shareholders of ViroChem Pharma Inc. A copy
of the Registration Rights Agreement is available from the Company upon request
at the address set forth below. All capitalized terms not otherwise defined
herein have the meaning ascribed thereto in the Registration Rights Agreement.


 


Each beneficial owner of
Registrable Shares is entitled to the benefits of the Registration Rights
Agreement. In order to sell or otherwise dispose of any Registrable Shares
pursuant to the Shelf Registration Statement, a beneficial owner of Registrable
Shares generally will be required to be named as a selling shareholder in the
related Prospectus, deliver (or cause to be delivered) a Prospectus to
purchasers of Registrable Shares and be bound by those provisions of the
Registration Rights Agreement applicable to such beneficial owner (including
certain indemnification provisions, as described below).


 


Beneficial owners that do not
complete this Notice and Questionnaire and deliver it to the Company as
provided below will not be named as selling shareholders in the Prospectus and
will not be permitted to sell any Registrable Shares pursuant to the Shelf
Registration Statement.  Beneficial
owners are encouraged to complete and deliver this Notice and Questionnaire on
or before the third (3rd) day prior to the effectiveness of the Shelf
Registration Statement so that such beneficial owners may be named as selling
shareholders in the related Prospectus at the time the Shelf Registration
Statement becomes effective.  Upon
receipt of a completed Notice and Questionnaire from a beneficial owner
following the effectiveness of the Shelf Registration Statement, the Company
will, as promptly as practicable, make filings with the Commission as are
necessary to permit such beneficial owner to deliver such Prospectus to
purchasers of Registrable Shares, subject to certain limitations set forth in
the Registration Rights Agreement.


 


Certain legal consequences
arise from being named as a selling shareholder in the Shelf Registration
Statement and the related Prospectus. Accordingly, holders and beneficial
owners of Registrable Shares are advised to consult their own securities law
counsel regarding the consequences of being named or not being named as a
selling shareholder in the Shelf Registration Statement and the related
Prospectus.


 


B-1

















 


NOTICE


 


The undersigned beneficial
owner (the “Selling Shareholder”) of Registrable Shares hereby gives
notice to the Company of its intention to sell or otherwise dispose of
Registrable Shares beneficially owned by it and listed below in Item 3 (unless
otherwise specified under Item 3) pursuant to the Shelf Registration Statement.
The undersigned, by signing and returning this Notice and Questionnaire,
understands that it will be bound by the terms and conditions of this Notice
and Questionnaire and the Registration Rights Agreement.


 


Pursuant to the Registration
Rights Agreement, the undersigned has agreed to indemnify and hold harmless the
Company, each of its directors, each of its officers, and each Person, if any,
who controls the Company within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act, from and against certain
losses arising in connection with statements concerning the undersigned made in
the Shelf Registration Statement or the related Prospectus in reliance upon the
information provided in this Notice and Questionnaire.


 


The undersigned hereby provides
the following information to the Company and represents and warrants that such
information is accurate and complete:


 


QUESTIONNAIRE


 


1.                                       (a)                                  Full legal name of
Selling Shareholder:


 


 


(b)                                 Full
legal name of registered holder (if not the same as (a) above) through
which Registrable Shares listed in Item (3) below are held:


 


 


(c)                                  Taxpayer
identification number (for corporate entities) or social security number (if you
are an individual) of Selling Shareholder:


 


 


2.                                       Address
for notices to Selling Shareholder:


 


Telephone:


 


Fax:


 


Email:


 


Contact
Person:


 


B-2

















 


3.                                       Beneficial
ownership of Registrable Shares:


 


(a)                                  Number
of Registrable Shares beneficially owned: number of shares of Company common
stock the undersigned received pursuant to the Purchase Agreement (as set forth
in column 32 of Schedule 2.02(2)).


 


4.                                       Beneficial
ownership of other securities of the Company owned by the Selling Shareholder:


 


EXCEPT AS SET
FORTH BELOW IN THIS ITEM (4), THE UNDERSIGNED IS NOT THE BENEFICIAL OR
REGISTERED OWNER OF ANY SECURITIES OF THE COMPANY OTHER THAN THE REGISTRABLE
SHARES LISTED ABOVE IN ITEM (3) (“OTHER SECURITIES”).


 


(a)                                  Type
and amount of Other Securities of the Company beneficially owned by the Selling
Shareholder:


 


 


(b)                                 CUSIP
No(s). of such Other Securities beneficially owned:


 


 


5.                                       Relationship
with the Company:


 


Except as set forth below, neither the
undersigned nor any of its affiliates, officers, directors or principal equity
holders (5% or more) has held any position or office or has had any other
material relationship with the Company (or their predecessors or affiliates)
during the past three years.


 


State any exceptions here:


 


 


6.                                       Nature
of the Selling Shareholder:


 


(a)                                  Is
the Selling Shareholder:


 


a reporting company under the Exchange Act?


 


Yes  o   No
 o


 


a majority owned subsidiary of a reporting
company under the Exchange Act?


 


Yes  o   No
 o


 


B-3

















 


or a registered investment company under the
Investment Company Act?


 


Yes  o   No
 o


 


If so, please
state which one


 


 


If the entity is a majority owned subsidiary
of a reporting company, identify the majority stockholder that is a reporting
company.


 


 


If the entity is not any of the above, identify the natural person or
persons having voting and investment control over the Company’s securities that
the entity owns.


 


 


(b)                                 Is
the Selling Shareholder a registered broker-dealer?


 


Yes  o   No
 o


 


If yes, state whether the Selling Shareholder received the Registrable
Shares as compensation for underwriting activities and, if so, provide a brief
description of the transaction(s) involved.


 


 


State whether the Selling Shareholder is an affiliate of a
broker-dealer and if so, list the name(s) of the broker-dealer
affiliate(s).  For purposes of this Item
6(b), an “affiliate” of a broker-dealer includes any company that directly, or
indirectly through one or more intermediaries, controls, is controlled by, or
is under common control with, such broker-dealer, and does not include
individuals employed by any such broker-dealers or by any of their affiliates.


 


Yes  o   No
 o


 


B-4

















 


If the answer is “Yes,” you must answer the
following:


 


If the Selling Shareholder is an affiliate of a registered
broker-dealer, the Selling Shareholder purchased the Registrable Shares (i) in
the ordinary course of business and (ii) at the time of the purchase of
the Registrable Shares, had no agreements or understandings, directly or
indirectly, with any person to distribute the Registrable Shares.


 


Yes  o   No
 o


 


If the answer is “No,” state any exceptions
here:


 


 


If the answer is “No,” this may affect your
ability to be included in the Shelf Registration Statement.


 


7.                                       Plan of
Distribution


 


Except as set forth below, the undersigned
(including its donees, pledges, transferees and other successors in interest)
intends to distribute the Registrable Shares listed above in Item (3) pursuant
to the Shelf Registration Statement only as follows (if at all). Such
Registrable Shares may be sold from time to time directly by the undersigned
or, alternatively, through underwriters, broker-dealers or agents. If the
Registrable Shares are sold through underwriters, broker-dealers or agents, the
Selling Shareholder will be responsible for underwriting discounts or
commissions or agent’s commissions. Such Registrable Shares may be sold in one
or more transactions at fixed prices, at prevailing market prices at the time
of sale, at varying prices determined at the time of sale, or at negotiated
prices. Such sales may be effected in transactions (which may involve crosses
or block transactions):


 


(i)                                     on
any national securities exchange or quotation service on which the Registrable
Shares may be listed or quoted at the time of sale;


 


(ii)                                  in
the over-the-counter market; or


 


(iii)                               in
transactions otherwise than on such exchanges or services or in the
over-the-counter market.


 


In connection with sales of the
Registrable Shares or otherwise, the undersigned may enter into hedging
transactions with broker-dealers, which may in turn engage in short sales of
the Registrable Shares and deliver Registrable Shares to close out such short
positions, or loan or pledge Registrable Shares to broker-dealers that in turn
may sell such securities.


 


The undersigned may pledge or
grant a security interest in some or all of the Registrable Shares owned by it
and, if it defaults in the performance of its secured obligations, the pledgees
or secured parties may offer and sell the Registrable Shares from time to time
pursuant to the


 


B-5

















 


Prospectus. The undersigned
also may transfer and donate the Registrable Shares in other circumstances in
which case the transferees, donees, pledgees or other successors in interest
will be the selling shareholders for purposes of the Prospectus.


 


State any exceptions here:


 


 


Note: In
no event will such method(s) of distribution take the form of an
underwritten offering of the Registrable Shares without the prior agreement of
the Company.


 


The undersigned acknowledges
that it understands its obligation to comply with the provisions of the
Exchange Act and the rules and regulations promulgated thereunder relating
to stock manipulation, particularly Regulation M thereunder (or any successor rules or
regulations), in connection with any offering of Registrable Shares pursuant to
the Shelf Registration Statement. The undersigned agrees that neither it nor
any person acting on its behalf will engage in any transaction in violation of
such provisions.


 


The Selling Shareholder hereby
acknowledges its obligations under the Registration Rights Agreement to
indemnify and hold harmless certain persons as set forth therein.


 


Pursuant to the Registration
Rights Agreement, the Company has agreed under certain circumstances to
indemnify the Selling Shareholders against certain liabilities.


 


In accordance with the
undersigned’s obligation under the Registration Rights Agreement to provide
such information as may be required by law for inclusion in the Shelf
Registration Statement, the undersigned agrees to promptly notify the Company
of any inaccuracies or changes in the information provided herein that may
occur subsequent to the date hereof at any time while the Shelf Registration
Statement remains effective. All notices hereunder and pursuant to the
Registration Rights Agreement shall be made in writing at the address set forth
below.


 


By signing below, the
undersigned consents to the disclosure of the information contained herein in
its answers to Items (1) through (7) above and the inclusion of such
information in the Shelf Registration Statement and the related Prospectus. The
undersigned understands that such information will be relied upon by the
Company in connection with the preparation or amendment of the Shelf
Registration Statement and the related Prospectus.


 


B-6

















 


IN WITNESS WHEREOF, the
undersigned, by authority duly given, has caused this Notice and Questionnaire
to be executed and delivered either in person or by its duly authorized agent.


 


Dated:       , 2009


 


Beneficial Owner


 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  



 


Please return the completed and executed Notice and Questionnaire by       ,
2009 to:


 


Vertex Pharmaceuticals Incorporated


130 Waverly Street


Cambridge, Massachusetts 02139


Attention: Omar White, Esq.


Facsimile: (617) 444-7117


Email: Omar_white@vrtx.com


 


B-7