VERTEX PHARMACEUTICALS INC MA
For the period ended Dec 31, 2023. Filed Feb 15, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 15, 2024
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Item 15. Exhibits and Financial Statement Schedules
(a)(1) The Financial Statements required to be filed by Items 8 and 15(c) of Form 10-K, and filed herewith, are as follows:
| Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) | F-1 |
|---|---|
| Consolidated Statements of Income for the years ended December 31, 2023, 2022 and 2021 | F-3 |
| Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021 | F-4 |
| Consolidated Balance Sheets as of December 31, 2023 and 2022 | F-5 |
| Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2023, 2022 and 2021 | F-6 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 | F-7 |
| Notes to Consolidated Financial Statements | F-8 |
(a)(2) Financial Statement Schedules have been omitted because they are either not applicable or the required information is included in the consolidated financial statements or notes thereto listed in (a)(1) above.
(a)(3) Exhibits.
The following is a list of exhibits filed as part of this Annual Report on Form 10-K.
| Exhibit Number · Exhibit Description · Filed with this report · Incorporated by Reference herein from—Form or Schedule · Filing Date/ Period Covered · SEC File/Reg. Number | ||||
|---|---|---|---|---|
| Plan of Acquisition | ||||
| 2.1 | Agreement and Plan of Merger, dated as of June 6, 2019, among Vertex Pharmaceuticals Incorporated, VXP Merger Sub, Inc., Exonics Therapeutics, Inc. and Shareholder Representative Services LLC, solely in its Capacity as Shareholders’ Representative, as amended by the Amendment to Agreement and Plan of Merger, dated as of June 12, 2019, among Vertex Pharmaceuticals Incorporated, VXP Merger Sub, Inc., Exonics Therapeutics, Inc. and Shareholder Representative Services LLC, solely in its Capacity as Shareholders’ Representative.† | 10-Q (Exhibit 10.1) | August 1, 2019 | 000-19319 |
| Governance Documents | ||||
| 3.1 | Restated Articles of Organization of Vertex Pharmaceuticals Incorporated, as amended. | 10-Q(Exhibit 3.1) | July 26, 2018 | 000-19319 |
| 3.2 | Amended and Restated By-Laws of Vertex Pharmaceuticals Incorporated. | 10-K(Exhibit 3.2) | February 10, 2023 | 000-19319 |
| Stock Certificate | ||||
| 4.1 | Specimen Stock Certificate. | 10-K(Exhibit 4.1) | February 15, 2018 | 000-19319 |
| 4.2 | Description of Securities. | 10-K(Exhibit 4.2) | February 10, 2023 | 000-19319 |
| Collaboration Agreement | ||||
| 10.1 | Research, Development and Commercialization Agreement, dated as of May 24, 2004, between Vertex Pharmaceuticals Incorporated and Cystic Fibrosis Foundation Therapeutics Incorporated.† | 10-Q(Exhibit 10.1) | November 3, 2021 | 000-19319 |
| 10.2 | Amendment No. 1 to Research, Development and Commercialization Agreement, dated as of January 6, 2006, between Vertex Pharmaceuticals Incorporated and Cystic Fibrosis Foundation Therapeutics Incorporated.† | 10-Q(Exhibit 10.2) | November 3, 2021 | 000-19319 |
| 10.3 | Amendment No. 2 to Research, Development and Commercialization Agreement, dated as of March 17, 2006, between Vertex Pharmaceuticals Incorporated and Cystic Fibrosis Foundation Therapeutics Incorporated. | 10-Q/A(Exhibit 10.6) | August 19, 2011 | 000-19319 |
| 10.4 | Amendment No. 5 to Research, Development and Commercialization Agreement, effective as of April 1, 2011, between Vertex Pharmaceuticals Incorporated and Cystic Fibrosis Foundation Therapeutics Incorporated.† | 10-Q(Exhibit 10.3) | November 3, 2021 | 000-19319 |
| Exhibit Number | Exhibit Description | Filed with this report | Incorporated by Reference herein from—Form or Schedule | Filing Date/ Period Covered | SEC File/Reg. Number |
|---|---|---|---|---|---|
| 10.5 | Amendment No. 7 to Research, Development and Commercialization Agreement, dated October 13, 2016, between Vertex Pharmaceuticals Incorporated and Cystic Fibrosis Foundation Therapeutics Incorporated.† | 10-Q(Exhibit 10.4) | November 3, 2021 | 000-19319 | |
| 10.6 | Amended and Restated Joint Development and Commercialization Agreement, dated April 16, 2021, between Vertex Pharmaceuticals Incorporated, Vertex Pharmaceuticals (Europe) Limited and CRISPR Therapeutics AG, CRISPR Therapeutics Limited, CRISPR Therapeutics, Inc., TRACR Hematology Ltd.† | 10-Q(Exhibit 10.1) | July 30, 2021 | 000-19319 | |
| 10.7 | Amendment No. 1 to Amended and Restated Joint Development and Commercialization Agreement, dated December 23, 3023, between Vertex Pharmaceuticals Incorporated, Vertex Pharmaceuticals (Europe) Limited and CRISPR Therapeutics AG, CRISPR Therapeutics Limited, CRISPR Therapeutics, Inc., TRACR Hematology Ltd.† | X | |||
| Leases | |||||
| 10.8 | Lease, dated May 5, 2011, between Fifty Northern Avenue LLC and Vertex Pharmaceuticals Incorporated.† | 10-Q(Exhibit 10.2) | July 30, 2021 | 000-19319 | |
| 10.9 | Lease, dated May 5, 2011, between Eleven Fan Pier Boulevard LLC and Vertex Pharmaceuticals Incorporated.† | 10-Q(Exhibit 10.3) | July 30, 2021 | 000-19319 | |
| Financing Agreements | |||||
| 10.10 | Credit Agreement, dated as of July 1, 2022, by and among Vertex Pharmaceuticals Incorporated, Bank of America, N.A. and the other lenders party thereto. | 10-Q(Exhibit 10.1) | August 5, 2022 | 000-19319 | |
| Equity Plans | |||||
| 10.11 | Amended and Restated 2006 Stock and Option Plan.* | 10-Q(Exhibit 10.1) | October 25, 2018 | 000-19319 | |
| 10.12 | Form of Stock Option Agreement under Amended and Restated 2006 Stock and Option Plan (granted on or after July 30, 2013).* | 10-K(Exhibit 10.20) | February 13, 2015 | 000-19319 | |
| 10.13 | Amended and Restated 2013 Stock and Option Plan.* | DEF 14A(Appendix A) | April 7, 2022 | 000-19319 | |
| 10.14 | Form of Non-Qualified Stock Option Agreement under 2013 Stock and Option Plan.* | 10-K(Exhibit 10.17) | February 13, 2015 | 000-19319 | |
| 10.15 | Form of Restricted Stock Unit Agreement under 2013 Stock and Option Plan (U.S.).* | 10-K(Exhibit 10.25) | February 16, 2016 | 000-19319 | |
| 10.16 | Form of Restricted Stock Unit Agreement under 2013 Stock and Option Plan (International).* | 10-K(Exhibit 10.19) | February 13, 2015 | 000-19319 | |
| 10.17 | Form of Restricted Stock Unit Agreement Under 2013 Stock and Option Plan.* | 10-K(Exhibit 10.17) | February 13, 2020 | 000-19319 | |
| 10.18 | Non-Employee Director Deferred Compensation Plan.* | 10-K(Exhibit 10.27) | February 16, 2016 | 000-19319 | |
| 10.19 | Vertex Pharmaceuticals Incorporated Employee Stock Purchase Plan.* | DEF 14A(Appendix B) | April 26, 2019 | 000-19319 | |
| Agreements with Executive Officers and Directors | |||||
| 10.20 | Employment Agreement, dated as of April 1, 2020, by and between Vertex Pharmaceuticals Incorporated and Jeffrey M. Leiden, M.D., Ph.D.* | 8-K(Exhibit 10.1) | April 1, 2020 | 000-19319 | |
| 10.21 | Amendment No. 1 to Employment Agreement, between Jeffrey M. Leiden and Vertex Pharmaceuticals Incorporated, dated as of February 7, 2022.* | 10-K(Exhibit 10.24) | February 9, 2022 | 000-19319 | |
| 10.22 | Amendment No. 2 to Employment Agreement, between Jeffrey M. Leiden and Vertex Pharmaceuticals Incorporated, dated as of February 8, 2023* | 10-K(Exhibit 10.23) | February 10, 2023 | 000-19319 | |
| 10.23 | Employee Non-disclosure, Non-competition and Inventions Agreement between Jeffrey M. Leiden and Vertex Pharmaceuticals Incorporated, dated December 14, 2011.* | 10-K(Exhibit 10.35) | February 22, 2012 | 000-19319 | |
| 10.24 | Employment Agreement, dated as of July 24, 2019, between Vertex Pharmaceuticals Incorporated and Reshma Kewalramani.* | 8-K (Exhibit 10.1) | July 25, 2019 | 000-19319 | |
| 10.25 | Change of Control Agreement, dated as of July 24, 2019, between Vertex Pharmaceuticals Incorporated and Reshma Kewalramani.* | 8-K (Exhibit 10.2) | July 25, 2019 | 000-19319 | |
| 10.26 | Employment Agreement, dated as of August 27, 2012, between Vertex Pharmaceuticals Incorporated and Stuart Arbuckle.* | 10-Q(Exhibit 10.1) | November 6, 2012 | 000-19319 | |
| 10.27 | Change of Control Agreement, dated as of August 27, 2012, between Vertex Pharmaceuticals Incorporated and Stuart Arbuckle.* | 10-Q(Exhibit 10.2) | November 6, 2012 | 000-19319 | |
| 10.28 | Employment Agreement, dated as of December 12, 2014, between Vertex Pharmaceuticals Incorporated and David Altshuler.* | 10-K(Exhibit 10.34) | February 16, 2016 | 000-19319 | |
| Exhibit Number | Exhibit Description | Filed with this report | Incorporated by Reference herein from—Form or Schedule | Filing Date/ Period Covered | SEC File/Reg. Number |
|---|---|---|---|---|---|
| 10.29 | Change of Control Agreement, dated as of December 10, 2014, between Vertex Pharmaceuticals Incorporated and David Altshuler.* | 10-K(Exhibit 10.35) | February 16, 2016 | 000-19319 | |
| 10.30 | Third Amended and Restated Employment Agreement, dated as of February 26, 2013, between Vertex Pharmaceuticals Incorporated and Amit Sachdev.* | 10-K (Exhibit 10.42) | February 23, 2017 | 000-19319 | |
| 10.31 | Third Amended and Restated Change of Control Agreement, dated as of February 26, 2013, between Vertex Pharmaceuticals Incorporated and Amit Sachdev.* | 10-K (Exhibit 10.43) | February 23, 2017 | 000-19319 | |
| 10.32 | Employment Agreement, dated March 28, 2019, by and between Vertex Pharmaceuticals Incorporated and Charles F. Wagner, Jr.* | 10-Q(Exhibit 10.1) | May 1, 2019 | 000-19319 | |
| 10.33 | Change of Control Agreement, dated as of March 28, 2019, by and between Vertex Pharmaceuticals Incorporated and Charles F. Wagner, Jr.* | 10-Q(Exhibit 10.2) | May 1, 2019 | 000-19319 | |
| 10.34 | Employment Agreement, dated August 1, 2020, by and between Vertex Pharmaceuticals Incorporated and Nia Tatsis.* | 10-K(Exhibit 10.36) | February 9, 2022 | 000-19319 | |
| 10.35 | Change of Control Agreement, dated August 1, 2020, by and between Vertex Pharmaceuticals Incorporated and Nia Tatsis.* | 10-K(Exhibit 10.37) | February 9, 2022 | 000-19319 | |
| 10.36 | Vertex Pharmaceuticals Employee Compensation Plan.* | X | |||
| 10.37 | Vertex Pharmaceuticals Non-Employee Board Compensation.* | 10-K(Exhibit 10.39) | February 9, 2022 | 000-19319 | |
| Subsidiaries | |||||
| 21.1 | Subsidiaries of Vertex Pharmaceuticals Incorporated. | X | |||
| Consent | |||||
| 23.1 | Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP. | X | |||
| Certifications | |||||
| 31.1 | Certification of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002. | X | |||
| 31.2 | Certification of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002. | X | |||
| 32 | Certification of the Chief Executive Officer and the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002. | X | |||
| Clawback Policy | |||||
| 97.1 | Policy Relating to Recovery of Erroneously Awarded Compensation | X | |||
| 101.INS | XBRL Instance | X | |||
| 101.SCH | XBRL Taxonomy Extension Schema | X | |||
| 101.CAL | XBRL Taxonomy Extension Calculation | X | |||
| 101.LAB | XBRL Taxonomy Extension Labels | X | |||
| 101.PRE | XBRL Taxonomy Extension Presentation | X | |||
| 101.DEF | XBRL Taxonomy Extension Definition | X | |||
| 104 | Cover Page Interactive Data File––the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | X | |||
| * | Management contract, compensatory plan or agreement. | ||||
| † | Confidential portions of this document have been redacted according to the applicable rules. | ||||
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