Committee

Charter

The Science and Technology 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. At least one member of the Committee shall satisfy the independence requirements of the Nasdaq Stock Market, the Securities and Exchange Commission and applicable law and at least one member shall, in the judgment of the Board, have scientific expertise relevant to pharmaceutical research and development. 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 oversight of the Company's investment in pharmaceutical research and development.

In furtherance of this purpose, the Committee shall:

review and assess current and planned research and development programs and technology initiatives from a scientific perspective, and from time to time provide observations and strategic recommendations to the Board;

assess the capabilities of the Company's key scientific personnel, and the depth and

breadth of the Company's scientific resources;

provide strategic advice to the Board regarding emerging science and technology issues and trends; and

periodically review the Company's patent strategy and its portfolio of strategic patents.

The Committee shall have the authority to retain 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 on an annual basis and submit any recommended changes to the Board for its consideration.

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