RE: Vertex Pharmaceuticals Incorporated/Richard C. ("Bink") Garrison Offer Letter

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EXHIBIT 10.35

        December 5, 2005        

VIA FEDEX

Mr. Richard C. ("Bink") Garrison
337 Marlborough Street, Apt. 3
Boston, MA 02115

RE:

Vertex Pharmaceuticals Incorporated/Richard C. ("Bink") Garrison
Offer Letter

Dear Bink:

On behalf of Vertex Pharmaceuticals Incorporated (the "Company"), I am pleased to extend an offer to you for a position with the Company as follows:

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Job Title:   Senior Vice President, Organizational Development, reporting to Joshua Boger, Ph.D., Chairman, President & Chief Executive Officer.

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Employment Term:   Four year term commencing on December 12, 2005 (your "start date"), terminable by either party, with or without "Cause," on thirty (30) days' notice. Severance benefits will be available as described below.

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Duties:   As requested by the Chief Executive Officer, but generally will include the following:

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contribute as a member of the senior management team (currently referred to as the "Executive Team" or the "ET") which sets strategy and oversees operations for the pharmaceutical business worldwide, and as a member of the group of managers who coordinate the Company's functional activities worldwide (currently referred to as the "Operating Council" or the "OC");

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develop and implement processes to increase the group effectiveness of the ET and the OC and the individual effectiveness of each of its members;

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establish sustainable mechanisms to preserve and embed the Company's values and culture, enhance the performance capabilities of the Company's human capital assets, and improve the Company's ability to grow its human capital base;

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develop messages, mechanisms and modalities to enhance communication of the Company's corporate image, mission and values, both within and outside the Company; and

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work closely with the leaders of the human resources function, the investor relations function, and the other functional leaders to achieve the foregoing objectives.

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Sign-On Bonus:   You will receive a sign-on bonus in the amount of $80,000, payable on the first regular payroll date following commencement of employment. During the first twelve months after your start date, if you terminate your employment or if your employment is terminated by the Company for Cause, you will be required to repay the sign-on bonus to the Company.

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Compensation:   Annualized salary of $320,000, subject to review and adjustment (upward) by the Company's Board of Directors as part of the normal annual senior executive review process in effect from time to time, to be paid in accordance with the Company's customary payroll practices.

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Initial Equity Grant:   As an important part of this offer, we will grant to you the following initial amounts of restricted shares and stock options. These restricted shares and stock options will be issued under, and subject to, the general terms and conditions of the Company's 1996 Stock and Option plan.

Restricted Shares:     You will be granted restricted shares at a nominal price, which will vest in four equal annual installments on the anniversary of your start date. Unvested shares will be

subject to repurchase by the Company upon termination of your employment, for a price equal to the price for which you purchased them. The number of shares to be issued will be calculated by dividing $200,000 by the Company's average stock price over the ten trading days immediately prior to your start date, rounded up to the nearest 100 shares (e.g. , 9,090 shares would become 9,100).

Stock Option:     You will be granted an initial option to purchase shares of the Company's common stock, which will vest and become exercisable with respect to equal amounts of the underlying option stock at the end of each quarter during the 4-year period commencing on the Start Date. The exercise price of the shares subject to the initial stock option (the "Initial Exercise Price") will be the average market price of the Company's shares on your start date. The number of shares subject to the purchase option will be calculated by dividing $750,000 by the Initial Exercise Price, rounded up to the nearest 1,000 shares ( e.g. , 27,300 option shares would become 28,000 option shares).

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Employment Benefits:   Major medical and dental coverage, three weeks vacation, 401(k) plan with a matching Company contribution, long term disability, company-paid life insurance and other benefits, all as in effect from time to time. We have previously provided you with a summary description of the benefits currently offered by the Company. In addition, the Company will promptly reimburse you for all business expenses reasonably incurred by you in connection with your employment, provided that you supply receipts for or other proof of the expenses and your claim for reimbursement is otherwise in accordance with general Company policy.

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Participation in Bonus Program:   You will be eligible to participate in the Company's cash bonus programs in effect from time to time and applicable to the Company's senior exec