On March 3, 2017, we entered into an asset purchase agreement, or APA, with Concert Pharmaceuticals, Inc., or Concert, to which we have agreed to purchase CTP-656, an investigational cystic fibrosis transmembrane conductance regulator, or CFTR, potentiator that has the potential to be used as part of future once-daily combination regimens of CFTR modulators that treat the underlying cause of CF and Concert’s other CF research and preclinical programs.

to the agreement, we have agreed to pay Concert an initial payment of $160.0 million. If CTP-656 is approved as part of a combination regimen to treat CF, Concert could receive up to an additional $90 million in milestones based on regulatory approval in the U.S. and reimbursement in the UK, Germany or France.

The closing of the APA is subject to customary conditions, including, among other things, (i) the absence of a termination of the APA in accordance with its terms, (ii) approval of the APA by the stockholders of Concert, (iii) that any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder, shall have expired or otherwise been terminated, (iv) the absence of a material adverse effect on the assets and (v) no governmental authority shall have enacted any law or order which has the effect of enjoining or otherwise preventing or prohibiting the APA or the closing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Description of Document

99.1 Press Release, dated March 6, 2017

Additional Information about the Transaction and Where to Find It

This disclosure is being made in respect of the proposed asset purchase with Concert. The proposed asset purchase and the asset purchase agreement will be submitted to Concert’s shareholders for their consideration and approval. In connection with the proposed asset purchase, Concert will file a proxy statement with the SEC. This disclosure does not constitute a solicitation of any vote or proxy from any shareholder of Concert. Investors are urged to read the proxy statement carefully and in its entirety when it becomes available and any other relevant documents or materials filed or to be filed with the SEC or incorporated by reference in the proxy statement, because they will contain important information about the proposed asset sale. The definitive proxy statement will be mailed to Concert’s shareholders. In addition, the proxy statement and other documents will be available free of charge at the SEC’s internet website, www.sec.gov. When available, the proxy statement and other pertinent documents may also be obtained free of charge at the Investors section of Concert’s website, www.concertpharma.com, or by directing a written request to Concert Pharmaceuticals, Inc., Attn: Investor Relations, in writing, at 99 Hayden Ave, #500, Lexington, MA 02421.

Certain Information Concerning Participants

Vertex and its directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed asset purchase. Information about Vertex’s directors and executive officers is included in Vertex’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on February 23, 2017.

About VERTEX PHARMACEUTICALS INCORPORATED (NASDAQ:VRTX)

Vertex Pharmaceuticals Incorporated is engaged in the business of discovering, developing, manufacturing and commercializing medicines for serious diseases. The Company operates in pharmaceuticals segment. Its business is focused on developing and commercializing therapies for the treatment of cystic fibrosis (CF) and advancing its research and development programs in other indications. Its marketed medicines are ORKAMBI and KALYDECO, which are approved to treat patients with CF having specific mutations in their CF transmembrane conductance regulator (CFTR) gene. It has multiple development programs in the field of CF, including VX-661, VX-371, and VX-152 and VX-440. It is engaged in various other research and mid- and early-stage development programs, such as programs in the areas of oncology, pain and neurology. Its oncology drug candidates include VX-970, VX-803 and VX-984; pain drug candidates include VX-150 and VX-241, and acute spinal cord injury drug candidate include VX-210.

VERTEX PHARMACEUTICALS INCORPORATED (NASDAQ:VRTX) Recent Trading Information

VERTEX PHARMACEUTICALS INCORPORATED (NASDAQ:VRTX) closed its last trading session up +0.72 at 90.91 with 1,586,014 shares trading hands.