8-K-Flu License

Washington, D.C. 20549


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 13, 2014

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

50 Northern Avenue
Boston, Massachusetts 02210
(Address of principal executive offices) (Zip Code)

(617) 341-6100
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On June 13, 2014, we entered into a license, development and commercialization agreement with Janssen Pharmaceuticals, Inc., referred to herein as Janssen. Pursuant to the agreement, we granted Janssen an exclusive worldwide license to develop and commercialize VX-787, a novel medicine discovered by Vertex for the treatment of influenza. Under the agreement, we will receive an up-front payment of $30.0 million and have the potential to receive development and commercial milestone payments as well as royalties on any future product sales. The licenses granted pursuant to the agreement and the up-front payment are subject to the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.
Pursuant to the agreement, we granted Janssen exclusive worldwide rights to VX-787 and a backup compound referred to as VX-353, and Janssen will be responsible for costs related to the development and commercialization of the compounds. Janssen may terminate the agreement, subject to certain exceptions, upon six months' notice. The agreement also may be terminated by either party for a material breach by the other, subject to notice and cure provisions. Unless earlier terminated, the agreement will continue in effect until the expiration of Janssen's royalty obligations, which expire on a country-by-country basis on the later of (i) the date the last-to-expire patent covering a licensed product expires or (ii) ten years after the first commercial sale in the country.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:  June 19, 2014
/s/ Kenneth L. Horton
Kenneth L. Horton
Executive Vice President and Chief Legal Officer