-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QNGyKbTGYDE99tQf31IUmOj/cg7bnscv3WgEuOLDP//KQQ3XlfjKYAURntlosIk9 RIQSlMZs+j3ftZP+TMIAYw== 0000875320-07-000072.txt : 20070716 0000875320-07-000072.hdr.sgml : 20070716 20070716134845 ACCESSION NUMBER: 0000875320-07-000072 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070712 FILED AS OF DATE: 20070716 DATE AS OF CHANGE: 20070716 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VERTEX PHARMACEUTICALS INC / MA CENTRAL INDEX KEY: 0000875320 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043039129 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 130 WAVERLY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139-4242 BUSINESS PHONE: 6165776000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kelly Lisa CENTRAL INDEX KEY: 0001349077 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19319 FILM NUMBER: 07981018 BUSINESS ADDRESS: BUSINESS PHONE: 781-266-4000 MAIL ADDRESS: STREET 1: 125 SPRING STREET CITY: LEXINGTON STATE: MA ZIP: 02421 3 1 edgar.xml PRIMARY DOCUMENT X0202 3 2007-07-12 0 0000875320 VERTEX PHARMACEUTICALS INC / MA VRTX 0001349077 Kelly Lisa C/O VERTEX PHARMACEUTICALS INCORPORATED 130 WAVERLY STREET CAMBRIDGE MA 02139 0 1 0 0 SVP, Human Resources Common Stock 7000 D Common Stock 360 I 401(k) Stock Option 33.51 2006-10-31 2016-07-30 Common Stock 30000 D Stock Option 36.30 2007-04-23 2017-01-23 Common Stock 22500 D Includes (i) 4,000 restricted shares granted on July 31, 2006, subject to a repurchase right that lapses in four equal annual installments and (ii) 3,000 restricted shares vesting on January 24, 2011, subject to a repurchase right and to acceleration upon achievement of certain performance-based milestones. Right to buy shares of Common Stock under 2006 Stock and Option Plan, vesting in 16 equal quarterly installments from July 31, 2006. Right to buy shares of Common Stock under 2006 Stock and Option Plan, vesting in 16 equal quarterly installments from January 24, 2007. Valerie L. Andrews, Attorney-In-Fact 2007-07-16 EX-24 2 attach_1.htm 
          Exhibit 24

POWER OF ATTORNEY



 The undersigned hereby constitutes and appoints each of Kenneth S. Boger, Valerie L. Andrews, Omar White and Jeffrey P. Donohue of Vertex Pharmaceuticals Incorporated (the "Company"), and Michael Fantozzi of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., signing singly, with full power of substitution, the undersigned's true and lawful attorney-in-fact to:



1. execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or 10% shareholder of the Company, forms and authentication documents for EDGAR Filing Access;

2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such forms and authentication documents;

3. execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or 10% shareholder of the Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

4. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

5. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interests of, or legally required by the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.



This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of or transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.



This Power of Attorney is intended to constitute a "confirming statement" for presentation to the Securities and Exchange Commission as contemplated by Instruction 7(a) of Forms 3, 4 and 5.



IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed this 13th day of July, 2007.



  /s/ Lisa E. Kelly

Signature



Lisa E. Kelly

Print Name
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