Committee

Charter

The Management Development and Compensation Committee of the Board of Directors (the "Board") of Vertex Pharmaceuticals Incorporated (the "Company") shall have the responsibility, authority and duties described in this Charter.

The Committee shall be comprised of at least three members of the Board, each of whom shall be appointed, and may be removed at any time with or without cause, by the Board. All members of the Committee shall satisfy the independence requirements of the Nasdaq Stock Market, the Securities and Exchange Commission and applicable law. The Board may designate one member of the Committee as the Chair.

The purpose of the Committee shall be to discharge the Board's responsibilities relating to compensation of the Company's executives, review and approve the Company's benefit and equity plans and plan for the succession of the Chief Executive Officer position of the Company.

In furtherance of this purpose, the Committee shall be responsible for:

Assessing the overall compensation structure of the Company and adopting a written statement of compensation philosophy and strategy, selecting an appropriate peer group, and periodically reviewing executive compensation in relation to that peer group;

Reviewing and approving the corporate goals and objectives relating to the compensation of the Chief Executive Officer, evaluating the performance of the Chief Executive Officer in light of those goals and objectives, and making appropriate recommendations for improving performance;

Recommending to the Board the compensation of the Chief Executive Officer on the basis of the annual evaluation;

Reviewing and recommending to the Board for approval all compensation for all other executive officers of the Company;

Administering and reviewing all executive compensation programs and equity–based plans of the Company; and

Overseeing the maintenance and presentation to the Board of management's plans for succession to the Chief Executive Officer position of the Company.

The Committee shall have the authority to retain compensation consultants, outside counsel, and other advisors, as the Committee may deem appropriate. The Committee shall have sole authority to approve related fees and retention terms for any such advisors.

The Committee shall have the authority to delegate any of its responsibilities to individual members of the Committee to the extent deemed appropriate by the Committee in its sole discretion, but subject always to the general oversight of the Board.

The Committee shall report its actions and recommendations to the Board after each Committee meeting and shall conduct and present to the Board an annual performance evaluation of the Committee. The Committee shall review and reassess this charter and submit any recommended changes to the Board for its consideration.

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