Vertex Pharmaceuticals (VRTX) S-3ASR Automatic shelf registration

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Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)

31-0841368
I.R.S. Employer Identification No.

800 Nicollet Mall
Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Andrew M. Sinasky
U.S. Bank National Association
One Federal Street, 3rd Floor
Boston, MA 02110
(617) 603-6564
(Name, address and telephone number of agent for service)

Issuer's Name
VERTEX PHARMACEUTICALS INCORPORATED

Massachusetts	04-3039129
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
130 Waverly Street
Cambridge, Massachusetts	02139
(Address of Principal Executive Offices)	(Zip Code)

Convertible Senior Subordinated Notes due 2013
(Title of the Indenture Securities)

FORM T-1

Item 1.    GENERAL INFORMATION.Furnish the following information as to the Trustee.

a)

Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency
Washington, D.C.

b)

Whether it is authorized to exercise corporate trust powers.

Yes

Item 2.    AFFILIATIONS WITH OBLIGOR.If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15    Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16.    LIST OF EXHIBITS:List below all exhibits filed as a part of this statement of eligibility and qualification.

1.

A copy of the Articles of Association of the Trustee.*



2.

A copy of the certificate of authority of the Trustee to commence business.*



3.

A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*



4.

A copy of the existing bylaws of the Trustee.*



5.

A copy of each Indenture referred to in Item 4. Not applicable.



6.

The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.



7.

Report of Condition of the Trustee as of March 31, 2006 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

*

Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

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SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston, Commonwealth of Massachusetts, on the 8th day of February, 2008.

		By:	/s/ Andrew M. SinaskyAndrew M. Sinasky Vice President
By:	/s/ David J. GanssName: David J. Ganss Title: Vice President

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Exhibit 6

CONSENT

        In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: February 8, 2008

		By:	/s/ Andrew M. SinaskyAndrew M. Sinasky Vice President
By:	/s/ David J. GanssName: David J. Ganss Title: Vice President

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Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 9/30/2007

($000's)

			9/30/2007
Assets
	Cash and Due From Depository Institutions		$	6,710,248
	Securities			39,854,938
	Federal Funds			3,917,791
	Loans & Lease Financing Receivables			147,446,753
	Fixed Assets			2,385,656
	Intangible Assets			11,966,716
	Other Assets			13,693,927
	Total Assets		$	225,976,029
Liabilities
	Deposits		$	133,188,625
	Fed Funds			12,571,367
	Treasury Demand Notes			0
	Trading Liabilities			234,272
	Other Borrowed Money			41,979,138
	Acceptances			0
	Subordinated Notes and Debentures			7,697,466
	Other Liabilities			8,035,934
	Total Liabilities		$	203,706,802
Equity
	Minority Interest in Subsidiaries		$	1,542,042
	Common and Preferred Stock			18,200
	Surplus			12,057,531
	Undivided Profits			8,651,454
		Total Equity Capital	$	22,269,227
Total Liabilities and Equity Capital			$	225,976,029

        To the best of the undersigned's determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association

By: /s/ Andrew M. SinaskyTitle: Vice President

Date: February 8, 2008

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Exhibit 25.1