RESALE REGISTRATRION RIGHTS AGREEMENT





                                     among





                      VERTEX PHARMACEUTICALS INCORPORATED,





                                      and







                              MERRILL LYNCH & CO.

               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

                    CREDIT SUISSE FIRST BOSTON CORPORATION,

                           ROBERTSON STEPHENS, INC.,

                             CHASE SECURITIES INC.,

                          J.P. MORGAN SECURITIES INC.

                              as Initial Purchasers









                            Dated September 19, 2000

{PAGE}





         Resale Registration Rights Agreement (this "Agreement"), dated

September 19, 2000, among Vertex Pharmaceuticals Incorporated, a Massachusetts

corporation (together with any successor entity, the "Issuer"), and Merrill

Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill

Lynch"), Credit Suisse First Boston Corporation, Robertson Stephens, Inc., Chase

Securities Inc. and J.P. Morgan Securities Inc., as Initial Purchasers

(collectively, the "Initial Purchasers").



         Pursuant to the Purchase Agreement, dated September 13, 2000, between

the Issuer and the Initial Purchasers (the "Purchase Agreement"), the Initial

Purchasers have agreed to purchase from the Issuer $345,000,000 in aggregate

principal amount of 5% Convertible Subordinated Notes due September 2007 (the

"Notes"). The Notes will be convertible into fully paid, nonassessable common

stock, par value $.01 per share, of the Issuer (the "Common Stock") on the

terms, and subject to the conditions, set forth in the Indenture (as defined

herein). To induce the Initial Purchasers to purchase the Notes, the Issuer has

agreed to provide the registration rights set forth in this Agreement pursuant

to the Purchase Agreement.



         The parties hereby agree as follows:



          1. DEFINITIONS. As used in this Agreement, the following capitalized

terms shall have the following meanings:



         ADVICE:  As defined in Section 4(c)(ii) hereof.



          BUSINESS DAY: A day other than a Saturday or Sunday or any federal

holiday in the United States.



         COMMISSION:  Securities and Exchange Commission.



         COMMON STOCK:  As defined in the preamble hereto.



          DAMAGES PAYMENT DATE: Each Interest Payment Date. For purposes of this

Agreement, if no Notes are outstanding, "DAMAGES PAYMENT DATE" shall mean each

March 19 and September 19.



         EFFECTIVENESS PERIOD:  As defined in Section 2(a)(iii) hereof.



         EFFECTIVENESS TARGET DATE:  As defined in Section 2(a)(ii) hereof.



         EXCHANGE ACT:  Securities Exchange Act of 1934, as amended.



         HOLDER: A Person who owns, beneficially or otherwise, Transfer

Restricted Securities.





{PAGE}





         INDENTURE: The Indenture, dated as of September 19, 2000, between the

Issuer and State Street Bank and Trust Company, as trustee, pursuant to which

the Notes are to be issued, as such Indenture is amended, modified or

supplemented from time to time in accordance with the terms thereof.



         INITIAL PURCHASERS:  As defined in the preamble hereto.



         INTEREST PAYMENT DATE:  As defined in the Indenture.



         ISSUER:  As defined in the preamble hereto.



         LIQUIDATED DAMAGES:  As defined in Section 3(a) hereof.



         MAJORITY OF HOLDERS: Holders holding over 50% of the aggregate

principal amount of Notes outstanding; PROVIDED that, for purpose of this

definition, a holder of shares of Common Stock which constitute Transfer

Restricted Securities and were issued upon conversion of the Notes shall be

deemed to hold an aggregate principal amount of Notes (in addition to the

aggregate principal amount of Notes held by such Holder) equal to the aggregate

principal amount of Notes converted by such Holder into such shares of Common

Stock.



         NASD:  National Association of Securities Dealers, Inc.



         NOTES:  As defined in the preamble hereto.



          PERSON: An individual, partnership, corporation, unincorporated

organization, trust, joint venture or a government or agency or political

subdivision thereof.



         PROSPECTUS: The prospectus included in a Shelf Registration Statement,

as amended or supplemented by any prospectus supplement and by all other

amendments thereto, including post-effective amendments, and all material

incorporated by reference into such Prospectus.



         QUESTIONNAIRE DEADLINE:  As defined in Section 2(b) hereof.



         RECORD HOLDER: With respect to any Damages Payment Date, each Person

who is a Holder on the record date with respect to the Interest Payment Date on

which such Damages Payment Date shall occur. In the case of a Holder of shares

of Common Stock issued upon conversion of the Notes, "RECORD HOLDER" shall mean

each Person who is a Holder of shares of Common Stock which constitute Transfer

Restricted Securities on the March 1 or September 1 immediately preceding the

Damages Payment Date.



         REGISTRATION DEFAULT:  As defined in Section 3(a) hereof.





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         SALE NOTICE:  As defined in Section 4(e) hereof.



         SECURITIES ACT:  Securities Act of 1933, as amended.



         SHELF FILING DEADLINE:  As defined in Section 2(a)(i) hereof.



         SHELF REGISTRATION STATEMENT:  As defined in Section 2(a)(i) hereof.



         SUSPENSION PERIOD:  As defined in Section 4(b)(i) hereof.



          TIA: Trust Indenture Act of 1939, as in effect on the date the

Indenture is qualified under the TIA.



          TRANSFER RESTRICTED SECURITIES: Each Note and each share of Common

Stock issued upon conversion of Notes until the earlier of:



                  (i) the date on which such Note or such share of Common Stock

         issued upon conversion has been effectively registered under the

         Securities Act and disposed of in accordance with the Shelf

         Registration Statement;



                  (ii) the date on which such Note or such share of Common Stock

         issued upon conversion is transferred in compliance with Rule 144 under

         the Securities Act or may be sold or transferred pursuant to Rule

         144(k) under the Securities Act (or any other similar provision then in

         force); or



                  (iii) the date on which such Note or such share of Common

         Stock issued upon conversion ceases to be outstanding (whether as a

         result of redemption, repurchase and cancellation, conversion or

         otherwise).



          UNDERWRITTEN REGISTRATION OR UNDERWRITTEN OFFERING: A registration in

which securities of the Issuer are sold to an underwriter for reoffering to the

public.



          2. SHELF REGISTRATION.



         (a)  The Issuer shall:



                  (i) not later than 90 days after the date hereof (the "Shelf

         Filing Deadline"), cause to be filed a registration statement pursuant

         to Rule 415 under the Securities Act (the "Shelf Registration

         Statement"), which Shelf Registration Statement shall provide for

         resales of all Transfer Restricted Securities held by Holders that have

         provided the information required pursuant to the terms of Section 2(b)

         hereof;





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{PAGE}





                  (ii) use its best efforts to cause the Shelf Registration

         Statement to be declared effective by the Commission as promptly as

         practicable, but in no event later than 150 days after the date hereof

         (the "Effectiveness Target Date"); and



                  (iii) use its best efforts to keep the Shelf Registration

         Statement continuously effective, supplemented and amended as required

         by the provisions of Section 4(b) hereof to the extent necessary to

         ensure that (A) it is available for resales by the Holders of Transfer

         Restricted Securities entitled to the benefit of this Agreement and (B)

         conforms with the requirements of this Agreement and the Securities Act

         and the rules and regulations of the Commission promulgated thereunder

         as announced from time to time for a period (the "Effectiveness

         Period") of:



                           (1) two years following the last date of original

                  issuance of Notes; or



                           (2) such shorter period that will terminate when (X)

                  all of the Holders of Transfer Restricted Securities are able

                  to sell all Transfer Restricted Securities immediately without

                  restriction pursuant to Rule 144(k) under the Securities Act

                  or any successor rule thereto, (Y) when all Transfer

                  Restricted Securities have ceased to be outstanding (whether

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