VRTX · VERTEX PHARMACEUTICALS INC / MA

Our inability to complete the Crinetics Acquisition or to successfully integrate the Crinetics business could have a material adverse effect on our business. The Crinetics Acquisition may not be completed for a number of reasons, including the need to satisfy customary closing conditions, the need for antitrust and/or other regulatory approvals, as well as potential disputes or litigation that may arise. We provide no assurance that the Crinetics Acquisition will occur or that the closing conditions to the Crinetics Acquisition will be satisfied in a timely manner or at all. Our realization of the value from the Crinetics Acquisition relies on successful integration of its operations. We may not be able to integrate Crinetics’ business successfully into our existing business, make Crinetics’ business profitable, retain key employees or realize anticipated cost savings or synergies, if any, from the acquisition, which could adversely affect our business and financial condition. Further, our ongoing business may be disrupted, and our management's attention may be diverted by integration activities. In addition, the anticipated benefits of the Crinetics Acquisition depend on revenues from PALSONIFY and the commercial potential of atumelnant. If PALSONIFY does not achieve the sales, market acceptance, or other commercial performance we expect, if development of atumelnant is delayed or terminated, or if we fail to obtain approval or fail to successfully commercialize atumelnant, we may not realize the expected revenue growth or income contribution from these assets on the anticipated timeline, or at all, which could adversely affect our business and financial condition.