Vertex Pharmaceuticals to Acquire Aurora Biosciences

Vertex to Integrate Aurora's Core Strengths in Cell Assay Development and

Ultra High Throughput Screening to Accelerate Drug Discovery in Gene Families



Apr 30, 2001, 01:00 ET from Vertex Pharmaceuticals Incorporated

    SAN DIEGO and CAMBRIDGE, Mass., April 30 /PRNewswire/ --
 Vertex Pharmaceuticals Incorporated (Nasdaq:   VRTX) and
 Aurora Biosciences Corporation (Nasdaq:   ABSC) announced today that they have
 signed a definitive agreement whereby Vertex will acquire Aurora in a
 stock-for-stock transaction.  The fully-diluted equity value of the
 transaction is approximately $592 million.  The agreement will unite Aurora's
 industry-leading assay development, screening and cell biology capabilities
 with Vertex's integrated drug discovery expertise, creating a comprehensive,
 scalable platform for systematically accelerating drug candidate output in
 target-rich gene families.  The combination of Vertex's and Aurora's
 technology and expertise is expected to:
 
     *  increase the flow of novel drug candidates into development,
 
     *  accelerate the creation of a broad intellectual property estate, and
 
     *  provide enhanced opportunities for major drug discovery, development
         and commercial alliances.
 
     (Photo:  http://www.newscom.com/cgi-bin/prnh/20000119/VERTEXLOGO )
     Under the terms of the agreement, which have been approved by the Boards
 of Directors of both Vertex and Aurora, each share of Aurora will convert into
 shares of newly issued Vertex common stock at a fixed ratio of 0.62 shares of
 Vertex common stock for each share of Aurora common stock.  Based on the
 closing price of Vertex stock of $39.25 on April 27, 2001, the fixed exchange
 ratio implies a price of $24.34 per Aurora share, a 44 percent premium to the
 closing price of $16.85 on April 27, 2001.  Vertex will be obligated to issue
 a total of approximately 14.0 million shares of common stock in exchange for
 Aurora's outstanding common stock, and Aurora options will be equitably
 converted to Vertex options.  The transaction will be structured as a tax-free
 share exchange and is intended to be accounted for as a pooling-of-interests.
 Directors and officers of both companies have agreed to vote their shares in
 favor of the merger.  The merger is subject to approval by both Vertex's and
 Aurora's shareholders, regulatory approval and other closing conditions, and
 is expected to close in the third quarter of 2001.  The transaction, excluding
 merger-related expenses, is not expected to materially affect Vertex's
 previously announced net operating results projections for 2001.  As of
 December 31, 2000, Aurora had approximately $100 million in net cash.
     After the merger, Aurora will operate as a wholly-owned subsidiary of
 Vertex Pharmaceuticals and will continue to carry the Aurora name.  Aurora
 will continue to pursue its strategy of collaborating with new and existing
 partners in all capacities.  Harry Stylli, Ph.D., Aurora's Senior Vice
 President of Commercial Development, will be president of the Aurora
 subsidiary.
     "Aurora has developed a compelling suite of technologies that has the
 potential to accelerate target selection, lead generation and optimization,
 drug candidate selection and establishment of clinical proof-of-concept across
 multiple gene families," said Joshua Boger, Ph.D., Vertex's Chairman and CEO.
 "By integrating Aurora's capabilities within Vertex's chemogenomics platform,
 we believe we will be able to rapidly expand research into major new gene
 families, as well as enhance our existing multi-target research programs in
 the kinase and caspase gene families.  In addition, we believe that Aurora's
 proteomics and assay development expertise are broadly applicable in our
 clinical programs, and will enable us to more rapidly establish the
 therapeutic profile of our development-stage drug candidates."
     "This merger fulfills a near term goal that we have emphasized over the
 past six months in our public communications and guidance to the financial
 community, which is to extend our leadership position in gene family-based
 drug discovery through internal expansion and complementary acquisitions,"
 added Dr. Boger.
     "Our core strengths in assay development and ultra high throughput
 screening are an excellent strategic fit with Vertex's chemogenomics
 platform," said Stuart J.M. Collinson, Ph.D., Aurora's Chairman, CEO and
 President, who will join Vertex's Board of Directors when the merger closes.
 "The agreement with Vertex significantly accelerates our comprehensive drug
 discovery initiatives and creates new and enhanced partnership opportunities
 in the years ahead.  Together with Vertex, we believe that we can immediately
 and systematically boost our collective research output in multiple gene
 families, creating near and long-term value for shareholders."
 
     Vertex and Aurora:  Drug Discovery Advantages in Multiple Major Gene
      Families
     The combined company will have one drug on the market, the HIV protease
 inhibitor Agenerase(R), and 12 drug candidates in clinical development
 targeting the treatment of viral diseases, cancer, autoimmune and inflammatory
 diseases, and neurological diseases.  The combined company's integrated
 technology platform will be supported by more than 25 collaborative and
 licensing agreements with research institutions and major pharmaceutical
 companies, including American Home Products, Aventis, Bristol-Myers Squibb,
 GlaxoSmithKline, Eli Lilly, Johnson & Johnson, Merck, Novartis, Pfizer,
 Pharmacia and Roche.
     Vertex has extensive efforts underway to discover and develop small
 molecule inhibitors for specific targets in the kinase and caspase gene
 families, and the merger is expected to significantly enhance Vertex's drug
 discovery capabilities in these and other major gene families and target
 classes.  The merger enables Vertex to integrate Aurora's industry-leading
 capabilities in the development of cell-based assays and screening
 instrumentation for use in drug discovery directed at ion channels, g-protein
 coupled receptors (GPCRs), kinases, proteases and phosphatases, and for use in
 target validation in a wide range of gene families.  Vertex's ongoing drug
 discovery efforts will also benefit from Aurora's predictive pharmacology and
 proteomics technologies, which use high-throughput assessments of toxicology
 and metabolic markers to establish therapeutic proof-of-concept and safety of
 drug candidates in early clinical testing.  Aurora's recent acquisition of
 PanVera, a specialty supplier of high quality recombinant proteins, provides a
 further, valuable asset in drug discovery.
     Based on the companies' combined drug discovery advantages in gene
 families, Vertex and Aurora foresee enhanced business development and
 commercial opportunities.  This expectation is based on enhanced productivity
 in discovery and development, leading to an increased output in proprietary
 new small molecule drug candidates.  Existing and new corporate collaborations
 will continue to be important sources of revenue for the combined company.
     First-quarter financial results for Aurora are expected to be consistent
 with previous guidance.  Further information regarding Aurora's first-quarter
 results will be disclosed on May 3, 2001.
     Vertex was advised by Merrill Lynch and Aurora was advised by Goldman
 Sachs.
 
     About Aurora
     Aurora Biosciences(R) is a drug discovery company that uses proprietary
 advances in biology, chemistry and automation to accelerate the discovery of
 new medicines.  Aurora's core technologies include a broad portfolio of
 proprietary fluorescence assay technologies and screening platforms designed
 to provide an integrated solution for drug discovery.  Aurora's fluorescence
 assay technologies include GeneBLAzer(TM), GenomeScreen(TM),
 PhosphoryLIGHT(TM) and Vivid(TM) technologies, as well as a broad collection
 of fluorescent proteins.
     Aurora's screening platforms include an ultra-high throughput screening
 system, the UHTSS(R) Platform, Aurora's automated master compound store, the
 AMCS, and an ion channel technology screening platform, which includes
 Aurora's proprietary voltage sensor probes and a voltage ion probe reader, the
 VIPR(TM) subsystem.  Aurora also provides assay development and screening
 services as part of its drug discovery collaborations.  Aurora's Big
 Biology(TM) initiative is an internal drug discovery program focused on the
 identification of promising preclinical candidates within all major classes of
 gene targets.  Aurora's technologies and drug discovery capabilities have been
 commercially validated by over 20 major life sciences companies and research
 organizations, including American Home Products, Bristol-Myers Squibb, Ceres,
 Cystic Fibrosis Foundation, Eli Lilly, Families of SMA, GlaxoSmithKline,
 Genentech, Johnson & Johnson, Merck, NV Organon Laboratories, Pfizer,
 Pharmacia and Roche.
 
     About Vertex
     Vertex Pharmaceuticals Incorporated is a global biotechnology company.
 Vertex seeks to discover, develop, and commercialize major pharmaceutical
 products independently and with partners.  Chemogenomics, Vertex's
 proprietary, systematic, genomics-based platform, is designed to accelerate
 the discovery of new drugs and to expand intellectual property coverage of
 drug candidate compounds and classes of related compounds.  This approach,
 which targets gene families, has formed the basis for several commercial
 collaborations that retain rights to downstream revenue for Vertex.  Vertex's
 first approved product is Agenerase(R) (amprenavir), an HIV protease
 inhibitor, which Vertex co-promotes with GlaxoSmithKline.  Vertex has 12 drug
 candidates in development to treat viral diseases, inflammation, cancer,
 autoimmune diseases and neurological disorders.
 
     Safe Harbor Statement
     This press release contains forward-looking statements about Vertex,
 Aurora, and the proposed merger.  While management of Aurora and Vertex make
 their best efforts to be accurate in making forward-looking statements, any
 such statements are subject to risks and uncertainties that could cause actual
 results to vary materially.  The forward-looking statements in this release
 address the following subjects:  the expected benefits that could be realized
 by the combined company, including the combined company's ability to
 (i) significantly enhance Vertex's drug discovery and research capabilities,
 (ii) create a comprehensive, scalable platform for systematically accelerating
 drug candidate output in target-rich gene families, (iii) accelerate the
 creation of a broad intellectual property estate, (iv) accelerate target
 selection, lead generation, lead optimization, and drug candidate selection
 using Aurora's technologies, (v) extend Vertex's position in gene
 family-based drug discovery, (vi) continue to derive revenues from existing
 and new corporate collaborations, (vii) immediately and systematically boost
 research output in multiple gene families, creating near and long-term value
 for shareholders, (viii) maintain existing, and develop new, strategic
 collaborations, and (ix) realize enhanced business development and commercial
 opportunities.
     Additional forward-looking statements relate to the expected closing date
 of the merger, value of the Vertex consideration that the Aurora stockholders
 will receive on the closing date, the effect the transaction, excluding
 merger-related expenses, is expected to have on Vertex's previously announced
 net operating results projections for 2001, and the expectation that Aurora's
 first-quarter financial results will be consistent with previous guidance.
 Vertex disclaims any intention or obligation to update or revise any
 forward-looking statements, whether as a result of new information, future
 events or otherwise.
     The following factors, among others, could cause actual results to differ
 materially from those described in the forward-looking statements:  costs
 related to the merger, failure of Vertex's or Aurora's stockholders to approve
 the merger, Vertex's or Aurora's inability to satisfy the conditions of the
 merger, the risk that Vertex's and Aurora's businesses will not be integrated
 successfully, the termination of existing Aurora pharmaceutical and
 biotechnology collaborations, the combined company's inability to further
 identify, develop and achieve commercial success for new products and
 technologies, the possibility of delays in the research and development
 necessary to select drug development candidates and delays in clinical trials,
 the risk that clinical trials may not result in marketable products, the risk
 that the combined company may be unable to successfully finance and secure
 regulatory approval of and market its drug candidates, risks associated with
 Aurora's new and uncertain technology, dependence upon pharmaceutical and
 biotechnology collaborations, the development of competing systems, the
 combined company's ability to protect its proprietary technologies,
 patent-infringement claims, risks of new, changing and competitive
 technologies and regulations in the U.S. and internationally.
     Investors and security holders are advised to read the joint proxy
 statement/prospectus regarding the proposed merger when it becomes available,
 because it will contain important information.  Such joint proxy
 statement/prospectus will be filed with the Securities and Exchange Commission
 by Vertex and Aurora.  Investors and security holders may obtain a free copy
 of the joint proxy statement/prospectus (when available) and other documents
 filed by Vertex and Aurora at the Securities and Exchange Commission's web
 site at www.sec.gov .  The joint proxy statement/prospectus and such other
 documents may also be obtained from Vertex by directing such request to Vertex
 Pharmaceuticals, 130 Waverly Street, Cambridge, MA 02139, Attn: Investor
 Relations, tel: (617) 577-6000; e-mail: InvestorInfo@vpharm.com.  The joint
 proxy statement/prospectus and such other documents may also be obtained from
 Aurora by directing such request to Aurora Biosciences, 11010 Torreyana Road,
 San Diego, CA 92121, Attn: Investor Relations, tel: 858-404-6600;
 e-mail: ir@aurorabio.com.
     Aurora and its executive officers and directors may be deemed to be
 participants in the solicitation of proxies from stockholders of Aurora with
 respect to the transactions contemplated by the merger agreement.  Information
 regarding such officers and directors is included in Aurora's Proxy Statement
 for its 2001 Annual Meeting of Stockholders filed with the Securities and
 Exchange Commission on April 18, 2001.  This document is available free of
 charge at the Securities and Exchange Commission's web site at
 http://www.sec.gov and from Aurora and Vertex.
 
     Agenerase(R) is a trademark of the GlaxoSmithKline group of companies.
     Aurora Biosciences(R), Big Biology(TM), GeneBLAzer(TM) GenomeScreen(TM)
 PhosphoryLIGHT(TM) UHTSS(TM), VIPR(TM) and Vivid(TM) are trademarks of Aurora
 Biosciences Corporation.
 
     Vertex's press releases are available at www.vrtx.com , or by
 fax-on-demand at (800) 758-5804 -- Code: 938395.
 
     Conference Call and Webcast
     Vertex and Aurora will host a conference call on April 30, 2001 at
 9:00 a.m. ET to review the merits of the transaction.  The call-in numbers are
 as follows: U.S./Canada: 800-374-0296; International:  706-634-2394.  A replay
 of the call will be available at 11:00 a.m. ET.  The call-in numbers for the
 replay are as follows: U.S./Canada: 800-642-1687;  International:
 706-645-9291.  The replay conference ID is 958173.  The conference call will
 also be broadcast via the Internet at www.vrtx.com in the investor center.
 
                     MAKE YOUR OPINION COUNT -  Click Here
                http://tbutton.prnewswire.com/prn/11690X45313847
 
 

SOURCE Vertex Pharmaceuticals Incorporated
    SAN DIEGO and CAMBRIDGE, Mass., April 30 /PRNewswire/ --
 Vertex Pharmaceuticals Incorporated (Nasdaq:   VRTX) and
 Aurora Biosciences Corporation (Nasdaq:   ABSC) announced today that they have
 signed a definitive agreement whereby Vertex will acquire Aurora in a
 stock-for-stock transaction.  The fully-diluted equity value of the
 transaction is approximately $592 million.  The agreement will unite Aurora's
 industry-leading assay development, screening and cell biology capabilities
 with Vertex's integrated drug discovery expertise, creating a comprehensive,
 scalable platform for systematically accelerating drug candidate output in
 target-rich gene families.  The combination of Vertex's and Aurora's
 technology and expertise is expected to:
 
     *  increase the flow of novel drug candidates into development,
 
     *  accelerate the creation of a broad intellectual property estate, and
 
     *  provide enhanced opportunities for major drug discovery, development
         and commercial alliances.
 
     (Photo:  http://www.newscom.com/cgi-bin/prnh/20000119/VERTEXLOGO )
     Under the terms of the agreement, which have been approved by the Boards
 of Directors of both Vertex and Aurora, each share of Aurora will convert into
 shares of newly issued Vertex common stock at a fixed ratio of 0.62 shares of
 Vertex common stock for each share of Aurora common stock.  Based on the
 closing price of Vertex stock of $39.25 on April 27, 2001, the fixed exchange
 ratio implies a price of $24.34 per Aurora share, a 44 percent premium to the
 closing price of $16.85 on April 27, 2001.  Vertex will be obligated to issue
 a total of approximately 14.0 million shares of common stock in exchange for
 Aurora's outstanding common stock, and Aurora options will be equitably
 converted to Vertex options.  The transaction will be structured as a tax-free
 share exchange and is intended to be accounted for as a pooling-of-interests.
 Directors and officers of both companies have agreed to vote their shares in
 favor of the merger.  The merger is subject to approval by both Vertex's and
 Aurora's shareholders, regulatory approval and other closing conditions, and
 is expected to close in the third quarter of 2001.  The transaction, excluding
 merger-related expenses, is not expected to materially affect Vertex's
 previously announced net operating results projections for 2001.  As of
 December 31, 2000, Aurora had approximately $100 million in net cash.
     After the merger, Aurora will operate as a wholly-owned subsidiary of
 Vertex Pharmaceuticals and will continue to carry the Aurora name.  Aurora
 will continue to pursue its strategy of collaborating with new and existing
 partners in all capacities.  Harry Stylli, Ph.D., Aurora's Senior Vice
 President of Commercial Development, will be president of the Aurora
 subsidiary.
     "Aurora has developed a compelling suite of technologies that has the
 potential to accelerate target selection, lead generation and optimization,
 drug candidate selection and establishment of clinical proof-of-concept across
 multiple gene families," said Joshua Boger, Ph.D., Vertex's Chairman and CEO.
 "By integrating Aurora's capabilities within Vertex's chemogenomics platform,
 we believe we will be able to rapidly expand research into major new gene
 families, as well as enhance our existing multi-target research programs in
 the kinase and caspase gene families.  In addition, we believe that Aurora's
 proteomics and assay development expertise are broadly applicable in our
 clinical programs, and will enable us to more rapidly establish the
 therapeutic profile of our development-stage drug candidates."
     "This merger fulfills a near term goal that we have emphasized over the
 past six months in our public communications and guidance to the financial
 community, which is to extend our leadership position in gene family-based
 drug discovery through internal expansion and complementary acquisitions,"
 added Dr. Boger.
     "Our core strengths in assay development and ultra high throughput
 screening are an excellent strategic fit with Vertex's chemogenomics
 platform," said Stuart J.M. Collinson, Ph.D., Aurora's Chairman, CEO and
 President, who will join Vertex's Board of Directors when the merger closes.
 "The agreement with Vertex significantly accelerates our comprehensive drug
 discovery initiatives and creates new and enhanced partnership opportunities
 in the years ahead.  Together with Vertex, we believe that we can immediately
 and systematically boost our collective research output in multiple gene
 families, creating near and long-term value for shareholders."
 
     Vertex and Aurora:  Drug Discovery Advantages in Multiple Major Gene
      Families
     The combined company will have one drug on the market, the HIV protease
 inhibitor Agenerase(R), and 12 drug candidates in clinical development
 targeting the treatment of viral diseases, cancer, autoimmune and inflammatory
 diseases, and neurological diseases.  The combined company's integrated
 technology platform will be supported by more than 25 collaborative and
 licensing agreements with research institutions and major pharmaceutical
 companies, including American Home Products, Aventis, Bristol-Myers Squibb,
 GlaxoSmithKline, Eli Lilly, Johnson & Johnson, Merck, Novartis, Pfizer,
 Pharmacia and Roche.
     Vertex has extensive efforts underway to discover and develop small
 molecule inhibitors for specific targets in the kinase and caspase gene
 families, and the merger is expected to significantly enhance Vertex's drug
 discovery capabilities in these and other major gene families and target
 classes.  The merger enables Vertex to integrate Aurora's industry-leading
 capabilities in the development of cell-based assays and screening
 instrumentation for use in drug discovery directed at ion channels, g-protein
 coupled receptors (GPCRs), kinases, proteases and phosphatases, and for use in
 target validation in a wide range of gene families.  Vertex's ongoing drug
 discovery efforts will also benefit from Aurora's predictive pharmacology and
 proteomics technologies, which use high-throughput assessments of toxicology
 and metabolic markers to establish therapeutic proof-of-concept and safety of
 drug candidates in early clinical testing.  Aurora's recent acquisition of
 PanVera, a specialty supplier of high quality recombinant proteins, provides a
 further, valuable asset in drug discovery.
     Based on the companies' combined drug discovery advantages in gene
 families, Vertex and Aurora foresee enhanced business development and
 commercial opportunities.  This expectation is based on enhanced productivity
 in discovery and development, leading to an increased output in proprietary
 new small molecule drug candidates.  Existing and new corporate collaborations
 will continue to be important sources of revenue for the combined company.
     First-quarter financial results for Aurora are expected to be consistent
 with previous guidance.  Further information regarding Aurora's first-quarter
 results will be disclosed on May 3, 2001.
     Vertex was advised by Merrill Lynch and Aurora was advised by Goldman
 Sachs.
 
     About Aurora
     Aurora Biosciences(R) is a drug discovery company that uses proprietary
 advances in biology, chemistry and automation to accelerate the discovery of
 new medicines.  Aurora's core technologies include a broad portfolio of
 proprietary fluorescence assay technologies and screening platforms designed
 to provide an integrated solution for drug discovery.  Aurora's fluorescence
 assay technologies include GeneBLAzer(TM), GenomeScreen(TM),
 PhosphoryLIGHT(TM) and Vivid(TM) technologies, as well as a broad collection
 of fluorescent proteins.
     Aurora's screening platforms include an ultra-high throughput screening
 system, the UHTSS(R) Platform, Aurora's automated master compound store, the
 AMCS, and an ion channel technology screening platform, which includes
 Aurora's proprietary voltage sensor probes and a voltage ion probe reader, the
 VIPR(TM) subsystem.  Aurora also provides assay development and screening
 services as part of its drug discovery collaborations.  Aurora's Big
 Biology(TM) initiative is an internal drug discovery program focused on the
 identification of promising preclinical candidates within all major classes of
 gene targets.  Aurora's technologies and drug discovery capabilities have been
 commercially validated by over 20 major life sciences companies and research
 organizations, including American Home Products, Bristol-Myers Squibb, Ceres,
 Cystic Fibrosis Foundation, Eli Lilly, Families of SMA, GlaxoSmithKline,
 Genentech, Johnson & Johnson, Merck, NV Organon Laboratories, Pfizer,
 Pharmacia and Roche.
 
     About Vertex
     Vertex Pharmaceuticals Incorporated is a global biotechnology company.
 Vertex seeks to discover, develop, and commercialize major pharmaceutical
 products independently and with partners.  Chemogenomics, Vertex's
 proprietary, systematic, genomics-based platform, is designed to accelerate
 the discovery of new drugs and to expand intellectual property coverage of
 drug candidate compounds and classes of related compounds.  This approach,
 which targets gene families, has formed the basis for several commercial
 collaborations that retain rights to downstream revenue for Vertex.  Vertex's
 first approved product is Agenerase(R) (amprenavir), an HIV protease
 inhibitor, which Vertex co-promotes with GlaxoSmithKline.  Vertex has 12 drug
 candidates in development to treat viral diseases, inflammation, cancer,
 autoimmune diseases and neurological disorders.
 
     Safe Harbor Statement
     This press release contains forward-looking statements about Vertex,
 Aurora, and the proposed merger.  While management of Aurora and Vertex make
 their best efforts to be accurate in making forward-looking statements, any
 such statements are subject to risks and uncertainties that could cause actual
 results to vary materially.  The forward-looking statements in this release
 address the following subjects:  the expected benefits that could be realized
 by the combined company, including the combined company's ability to
 (i) significantly enhance Vertex's drug discovery and research capabilities,
 (ii) create a comprehensive, scalable platform for systematically accelerating
 drug candidate output in target-rich gene families, (iii) accelerate the
 creation of a broad intellectual property estate, (iv) accelerate target
 selection, lead generation, lead optimization, and drug candidate selection
 using Aurora's technologies, (v) extend Vertex's position in gene
 family-based drug discovery, (vi) continue to derive revenues from existing
 and new corporate collaborations, (vii) immediately and systematically boost
 research output in multiple gene families, creating near and long-term value
 for shareholders, (viii) maintain existing, and develop new, strategic
 collaborations, and (ix) realize enhanced business development and commercial
 opportunities.
     Additional forward-looking statements relate to the expected closing date
 of the merger, value of the Vertex consideration that the Aurora stockholders
 will receive on the closing date, the effect the transaction, excluding
 merger-related expenses, is expected to have on Vertex's previously announced
 net operating results projections for 2001, and the expectation that Aurora's
 first-quarter financial results will be consistent with previous guidance.
 Vertex disclaims any intention or obligation to update or revise any
 forward-looking statements, whether as a result of new information, future
 events or otherwise.
     The following factors, among others, could cause actual results to differ
 materially from those described in the forward-looking statements:  costs
 related to the merger, failure of Vertex's or Aurora's stockholders to approve
 the merger, Vertex's or Aurora's inability to satisfy the conditions of the
 merger, the risk that Vertex's and Aurora's businesses will not be integrated
 successfully, the termination of existing Aurora pharmaceutical and
 biotechnology collaborations, the combined company's inability to further
 identify, develop and achieve commercial success for new products and
 technologies, the possibility of delays in the research and development
 necessary to select drug development candidates and delays in clinical trials,
 the risk that clinical trials may not result in marketable products, the risk
 that the combined company may be unable to successfully finance and secure
 regulatory approval of and market its drug candidates, risks associated with
 Aurora's new and uncertain technology, dependence upon pharmaceutical and
 biotechnology collaborations, the development of competing systems, the
 combined company's ability to protect its proprietary technologies,
 patent-infringement claims, risks of new, changing and competitive
 technologies and regulations in the U.S. and internationally.
     Investors and security holders are advised to read the joint proxy
 statement/prospectus regarding the proposed merger when it becomes available,
 because it will contain important information.  Such joint proxy
 statement/prospectus will be filed with the Securities and Exchange Commission
 by Vertex and Aurora.  Investors and security holders may obtain a free copy
 of the joint proxy statement/prospectus (when available) and other documents
 filed by Vertex and Aurora at the Securities and Exchange Commission's web
 site at www.sec.gov .  The joint proxy statement/prospectus and such other
 documents may also be obtained from Vertex by directing such request to Vertex
 Pharmaceuticals, 130 Waverly Street, Cambridge, MA 02139, Attn: Investor
 Relations, tel: (617) 577-6000; e-mail: InvestorInfo@vpharm.com.  The joint
 proxy statement/prospectus and such other documents may also be obtained from
 Aurora by directing such request to Aurora Biosciences, 11010 Torreyana Road,
 San Diego, CA 92121, Attn: Investor Relations, tel: 858-404-6600;
 e-mail: ir@aurorabio.com.
     Aurora and its executive officers and directors may be deemed to be
 participants in the solicitation of proxies from stockholders of Aurora with
 respect to the transactions contemplated by the merger agreement.  Information
 regarding such officers and directors is included in Aurora's Proxy Statement
 for its 2001 Annual Meeting of Stockholders filed with the Securities and
 Exchange Commission on April 18, 2001.  This document is available free of
 charge at the Securities and Exchange Commission's web site at
 http://www.sec.gov and from Aurora and Vertex.
 
     Agenerase(R) is a trademark of the GlaxoSmithKline group of companies.
     Aurora Biosciences(R), Big Biology(TM), GeneBLAzer(TM) GenomeScreen(TM)
 PhosphoryLIGHT(TM) UHTSS(TM), VIPR(TM) and Vivid(TM) are trademarks of Aurora
 Biosciences Corporation.
 
     Vertex's press releases are available at www.vrtx.com , or by
 fax-on-demand at (800) 758-5804 -- Code: 938395.
 
     Conference Call and Webcast
     Vertex and Aurora will host a conference call on April 30, 2001 at
 9:00 a.m. ET to review the merits of the transaction.  The call-in numbers are
 as follows: U.S./Canada: 800-374-0296; International:  706-634-2394.  A replay
 of the call will be available at 11:00 a.m. ET.  The call-in numbers for the
 replay are as follows: U.S./Canada: 800-642-1687;  International:
 706-645-9291.  The replay conference ID is 958173.  The conference call will
 also be broadcast via the Internet at www.vrtx.com in the investor center.
 
                     MAKE YOUR OPINION COUNT -  Click Here
                http://tbutton.prnewswire.com/prn/11690X45313847
 
 SOURCE  Vertex Pharmaceuticals Incorporated

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