Common use of Existing Agreement Ratified Clause in Contracts

Existing Agreement Ratified. As amended and supplemented hereby, all terms and provisions of the Agreement in effect immediately prior to the Amendment No. 7 Effective Date shall remain in full force and effect. For the avoidance of doubt, the following sections from the Agreement remain in effect, as amended by this Amendment No. 7 and prior amendments: Articles V, VI (for the period of time specified therein), VII (for the period of time specified therein), VIII, IX, XI, XII, XIII and any other provision of the Agreement that, by its terms, survives the termination of the Agreement. If specific provisions of this Amendment No. 7 are inconsistent with specific provisions of the Agreement, the provisions of this Amendment No. 7 shall control. This Amendment No. 7 may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitutes one and the same agreement. Vertex, CFFT and RP may execute this Amendment No. 7 by electronically transmitted signature and such electronically transmitted signature will be as effective as an original executed signature page. In WITNESS WHEREOF, the undersigned have executed this Amendment No. 7 on the Execution Date effective as of the Amendment No. 7 Effective Date. CYSTIC FIBROSIS FOUNDATION THERAPEUTICS INCORPORATED VERTEX PHARMACEUTICALS INCORPORATED By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇ Title: President & CEO Title: EVP& CFO SOLELY FOR PURPOSES OF SECTIONS 6, 8, 9, 10, 11, 12.1 AND 13 OF THIS AMENDMENT NO. 7, RP HAS EXECUTED THIS AMENDMENT NO. 7 ON THE EXECUTION DATE EFFECTIVE AS OF THE AMENDMENT NO. 7 EFFECTIVE DATE. RPI FINANCE TRUST By: Wilmington Trust Company, not in its individual capacity but solely in its capacity as owner trustee RPI FINANCE TRUST By: Wilmington Trust Company, not in its individual capacity but solely in its capacity as owner trustee By: /s/ ▇▇▇▇ ▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇ ▇▇▇▇▇▇▇ Title: Assistant Vice President It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by Wilmington Trust Company, not individually or personally, but solely as owner trustee of RPI Finance Trust, (ii) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, any such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, and (iii) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of RPI Finance Trust. [***] If annual Net Sales of KALYDECO are equal to [***] and annual Net Sales of ORKAMBI are equal to [***], and no other products containing VX-770 Drug Product or VX-809 Drug Product or any other Original Drug Product are sold in the applicable calendar year, the royalty payable to CFFT by Vertex would be calculated as follows: [***] $ [ ***] [***] $ [ ***] [***] $ [ ***] [***] $ [ ***] [***] $ [ ***] Royalty Paid on Original Drug Products: [***] $ [ ***] [***] $ [ ***] Total Royalty: $ [ ***] If annual Net Sales of the Combination Product described in Section 5.3.1(g) are equal to [***] and no other products containing any of the components of such Combination Product or any Original Drug Product or Additional Product either separately or as part of another unrelated Combination Product, are sold in the applicable year, the royalty payable to CFFT by Vertex would be calculated as follows: [***] $ [ ***] [***] $ [ ***] [***] $ [ ***] [***] $ [ ***] [***]: [***] $ [ ***] [***] $ [ ***] Royalty Paid on Additional Product under Section 5.3.1(d)(i): Total Annual Net Sales [***] $ [ ***] Royalty Paid on Additional Product under Section 5.3.1(d)(ii): Total Annual Net Sales [***] $ [ ***] Total Royalty: $ [ ***]

Existing Agreement Ratified. As amended and supplemented hereby, all terms and provisions of the Agreement in effect immediately prior to the Amendment No. 7 Effective Date shall remain in full force and effect. For the avoidance of doubt, the following sections from the Agreement remain in effect, as amended by this Amendment No. 7 and prior amendments: Articles V, VI (for the period of time specified therein), VII (for the period of time specified therein), VIII, IX, XI, XII, XIII and any other provision of the Agreement that, by its terms, survives the termination of the Agreement. If specific provisions of this Amendment No. 7 are inconsistent with specific provisions of the Agreement, the provisions of this Amendment No. 7 shall control. This Amendment No. 7 may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitutes one and the same agreement. Vertex, CFFT and RP may execute this Amendment No. 7 by electronically transmitted signature and such electronically transmitted signature will be as effective as an original executed signature page. In WITNESS WHEREOF, the undersigned have executed this Amendment No. 7 on the Execution Date effective as of the Amendment No. 7 Effective Date. CYSTIC FIBROSIS FOUNDATION THERAPEUTICS INCORPORATED VERTEX PHARMACEUTICALS INCORPORATED By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇ Title: President & CEO Title: EVP& CFO SOLELY FOR PURPOSES OF SECTIONS 6, 8, 9, 10, 11, 12.1 AND 13 OF THIS AMENDMENT NO. 7, RP HAS EXECUTED THIS AMENDMENT NO. 7 ON THE EXECUTION DATE EFFECTIVE AS OF THE AMENDMENT NO. 7 EFFECTIVE DATE. RPI FINANCE TRUST By: Wilmington Trust Company, not in its individual capacity but solely in its capacity as owner trustee RPI FINANCE TRUST By: Wilmington Trust Company, not in its individual capacity but solely in its capacity as owner trustee By: /s/ s/ ▇▇▇▇ ▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇ ▇▇▇▇▇▇▇ Title: Assistant Vice President It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by Wilmington Trust Company, not individually or personally, but solely as owner trustee of RPI Finance Trust, (ii) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, any such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, and (iii) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of RPI Finance Trust. Confidential Materials omitted and filed separately with the Securities and Exchange Commission. A total of 99 page were omitted. [***] If annual Net Sales of KALYDECO are equal to [***] and annual Net Sales of ORKAMBI are equal to [***], and no other products containing VX-770 Drug Product or VX-809 Drug Product or any other Original Drug Product are sold in the applicable calendar year, the royalty payable to CFFT by Vertex would be calculated as follows: [***] $ [ $[***] [***] $ [ $[***] [***] $ [ $[***] [***] $ [ ***] ][***] $ [ $[***] $[***] Royalty Paid on Original Drug Products: [***] $ [ $[***] [***] $ [ $[***] Total Royalty: $ [ $[***] If annual Net Sales of the Combination Product described in Section 5.3.1(g) are equal to [***] and no other products containing any of the components of such Combination Product or any Original Drug Product or Additional Product either separately or as part of another unrelated Combination Product, are sold in the applicable year, the royalty payable to CFFT by Vertex would be calculated as follows: [***] $ [ $[***] [***] $ [ $[***] [***] $ [ $[***] [***] $ [ $[***] [***]: [***] $ [ $[***] [***] $ [ $[***] Royalty Paid on Additional Product under Section 5.3.1(d)(i): Total Annual Net Sales [***] $ [ $[***] Royalty Paid on Additional Product under Section 5.3.1(d)(ii): Total Annual Net Sales [***] $ [ $[***] Total Royalty: $ [ $[***]

Existing Agreement Ratified. As amended and supplemented hereby, all terms and provisions of the Agreement in effect immediately prior to the Amendment No. 7 Effective Date shall remain in full force and effect. For the avoidance of doubt, the following sections from the Agreement remain in effect, as amended by this Amendment No. 7 and prior amendments: Articles V, VI (for the period of time specified therein), VII (for the period of time specified therein), VIII, IX, XI, XII, XIII and any other provision of the Agreement that, by its terms, survives the termination of the Agreement. If specific provisions of this Amendment No. 7 are inconsistent with specific provisions of the Agreement, the provisions of this Amendment No. 7 shall control. This Amendment No. 7 may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitutes one and the same agreement. Vertex, CFFT and RP may execute this Amendment No. 7 by electronically transmitted signature and such electronically transmitted signature will be as effective as an original executed signature page. In WITNESS WHEREOF, the undersigned have executed this Amendment No. 7 on the Execution Date effective as of the Amendment No. 7 Effective Date. CYSTIC FIBROSIS FOUNDATION THERAPEUTICS INCORPORATED VERTEX PHARMACEUTICALS INCORPORATED By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇ Title: President & CEO Title: EVP& CFO SOLELY FOR PURPOSES OF SECTIONS 6, 8, 9, 10, 11, 12.1 AND 13 OF THIS AMENDMENT NO. 7, RP HAS EXECUTED THIS AMENDMENT NO. 7 ON THE EXECUTION DATE EFFECTIVE AS OF THE AMENDMENT NO. 7 EFFECTIVE DATE. RPI FINANCE TRUST By: Wilmington Trust Company, not in its individual capacity but solely in its capacity as owner trustee RPI FINANCE TRUST By: Wilmington Trust Company, not in its individual capacity but solely in its capacity as owner trustee By: /s/ s/ ▇▇▇▇ ▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇ ▇▇▇▇▇▇▇ Title: Assistant Vice President It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by Wilmington Trust Company, not individually or personally, but solely as owner trustee of RPI Finance Trust, (ii) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, any such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, and (iii) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of RPI Finance Trust. Confidential Materials omitted and filed separately with the Securities and Exchange Commission. A total of 99 page were omitted. [***] If annual Net Sales of KALYDECO are equal to [***] and annual Net Sales of ORKAMBI are equal to [***], and no other products containing VX-770 Drug Product or VX-809 Drug Product or any other Original Drug Product are sold in the applicable calendar year, the royalty payable to CFFT by Vertex would be calculated as follows: [***] $ [ $[***] [***] $ [ $[***] [***] $ [ $[***] [***] $ [ ***] ][***] $ [ $[***] $[***] Royalty Paid on Original Drug Products: [***] $ [ $[***] [***] $ [ $[***] Total Royalty: $ [ $[***] If annual Net Sales of the Combination Product described in Section 5.3.1(g) are equal to [***] and no other products containing any of the components of such Combination Product or any Original Drug Product or Additional Product either separately or as part of another unrelated Combination Product, are sold in the applicable year, the royalty payable to CFFT by Vertex would be calculated as follows: [***] $ [ $[***] [***] $ [ $[***] [***] $ [ $[***] [***] $ [ $[***] [***]: [***] $ [ $[***] [***] $ [ $[***] Royalty Paid on Additional Product under Section 5.3.1(d)(i): Total Annual Net Sales [***] $ [ $[***] Royalty Paid on Additional Product under Section 5.3.1(d)(ii): Total Annual Net Sales [***] $ [ $[***] Total Royalty: $ [ $[***] Item 1.01. Entry into a Material Definitive Agreement