Exhibit
10.15


INCYTE
CORPORATION


1997
EMPLOYEE STOCK PURCHASE PLAN


(as amended March
14, 2006)


The following constitute the provisions of the 1997
Employee Stock Purchase Plan of Incyte Corporation, as amended March 14, 2006.


1.             Purpose.  The purpose of the Plan is to provide
employees of the Company and its Designated Subsidiaries with an opportunity to
purchase Common Stock of the Company through accumulated payroll
deductions.  It is the intention of the
Company to have the Plan qualify as an “Employee Stock Purchase Plan” under
Section 423 of the Internal Revenue Code of 1986, as amended.  The provisions of the Plan, accordingly,
shall be construed so as to extend and limit participation in a manner
consistent with the requirements of that section of the Code.


2.             Definitions.


(a)           “Board” shall mean the Board
of Directors of the Company.


(b)           “Code” shall mean the Internal
Revenue Code of 1986, as amended.


(c)           “Common Stock” shall mean the
Common Stock, $.001 par value, of Incyte Corporation.


(d)           “Company” shall mean Incyte
Corporation and any Designated Subsidiary of the Company.


(e)           “Compensation” shall mean all
cash salary, wages, commissions and bonuses, but shall not include any imputed
income or income arising from the exercise or disposition of equity
compensation.


(f)            “Effective Date” shall mean
March 14, 2006.


(g)           “Designated Subsidiary” shall
mean any Subsidiary which has been designated by the Board from time to time in
its sole discretion as eligible to participate in the Plan.


(h)           “Employee”
shall mean any individual who is an Employee of the Company for tax purposes
whose customary employment with the Company is at least twenty (20) hours per
week and more than five (5) months in any calendar year.  For purposes of the Plan, the employment
relationship shall be treated as continuing intact while the individual is on
sick leave or other leave of absence approved by the Company.  Where the period of leave exceeds 90 days and
the individual’s right to reemployment is not guaranteed either by statute or
by contract, the employment relationship shall be deemed to have terminated on
the 91st day of such leave.









 



(i)            “Enrollment Date”
shall mean the first day of each Offering Period.


(j)            “Exercise Date”
shall mean the last Trading Day of each Purchase Period.


(k)           “Fair Market
Value” shall mean, as of any date, the value of Common Stock determined as
follows:


(1)           If the Common Stock
is listed on any established stock exchange or a national market system,
including without limitation The Nasdaq National Market or The Nasdaq SmallCap
Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing
sales price for such stock (or the closing bid, if no sales were reported) as
quoted on such exchange or system on the date of determination, as reported in The Wall Street Journal or such other source as the
Administrator deems reliable; or


(2)           If the Common Stock
is regularly quoted by a recognized securities dealer but selling prices are
not reported, its Fair Market Value shall be the mean of the closing bid and
asked prices for the Common Stock on the date of such determination, as
reported in The Wall Street Journal or such other
source as the Board deems reliable; or


(3)           In the absence of an
established market for the Common Stock, the Fair Market Value thereof shall be
determined in good faith by the Board.


(l)            “Offering
Periods” shall mean the periods of approximately twenty-four (24) months
during which an option granted pursuant to the Plan may be exercised,
commencing on the first Trading Day on or after May 1 and November 1 of each
year and terminating on the last Trading Day in the periods ending twenty-four
months later.  The duration and timing of
Offering Periods may be changed pursuant to Section 4 of this Plan.


(m)          “Plan” shall
mean this Employee Stock Purchase Plan.


(n)           “Purchase Price”
shall mean an amount equal to 85% of the Fair Market Value of a share of Common
Stock on the Enrollment Date or on the Exercise Date, whichever is lower.


(o)           “Purchase Period”
shall mean the approximately six-month period commencing after one Exercise
Date and ending with the next Exercise Date, except that the first Purchase
Period of any Offering Period shall commence on the Enrollment Date and end
with the next Exercise Date.


(p)           “Reserves”
shall mean the number of shares of Common Stock covered by each option under
the Plan which have not yet been exercised and the number of shares of Common
Stock which have been authorized for issuance under the Plan but not yet placed
under option.


(q)           “Subsidiary”
shall mean a corporation, domestic or foreign, of which not less than 50% of
the voting shares are held by the Company or a Subsidiary, whether or not such
corporation now exists or is hereafter organized or acquired by the Company or
a Subsidiary.



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(r)            “Trading Day”
shall mean a day on which national stock exchanges and The Nasdaq National
Market (or any successor market system) are open for trading.


3.             Eligibility.


(a)           Any Employee who has
been employed by the Company for one month or more on a given Enrollment Date
shall be eligible to participate in the Plan.


(b)           Any provisions of
the Plan to the contrary notwithstanding, no Employee shall be granted an
option under the Plan (i) to the extent that, immediately after the grant,
such Employee (or any other person whose stock would be attributed to such
Employee pursuant to Section 424(d) of the Code) would own capital stock of the
Company and/or hold outstanding options to purchase such stock possessing five
percent (5%) or more of the total combined voting power or value of all classes
of the capital stock of the Company or of any Subsidiary, or (ii) to the
extent that his or her rights to purchase stock under all employee stock
purchase plans of the Company and its subsidiaries accrues at a rate which exceeds
Twenty-Five Thousand Dollars ($25,000) worth of stock (determined at the fair
market value of the shares at the time such option is granted) for each
calendar year in which such option is outstanding at any time.


4.             Offering Periods. 
The Plan shall be implemented by consecutive, overlapping Offering
Periods with a new Offering Period commencing on the first Trading Day on or
after May 1 and November 1 each year, or on such other dates as the Board shall
determine, and continuing thereafter until terminated in accordance with
Section 19 hereof.  The Board or a
committee thereof shall have the power to change the duration of Offering
Periods (including the commencement dates thereof) and Purchase Periods
thereunder with respect to future offerings without stockholder approval if
such change is announced at least five (5) days prior to the scheduled
beginning of the first Offering Period to be affected thereafter.


5.             Participation.


(a)           An eligible Employee
may become a participant in the Plan by completing a subscription agreement
authorizing payroll deductions in the form of Exhibit A to this Plan and
filing it with the Company’s stock administrator not later than ten (10)
business days prior to the applicable Enrollment Date.


(b)           Payroll deductions
for a participant shall commence on the first payroll following the Enrollment
Date and shall end on the last payroll in the Offering Period to which such
authorization is applicable, unless sooner terminated by the participant as
provided in Section 10 hereof.


6.             Payroll Deductions.


(a)           At the time a
participant files his or her subscription agreement, he or she shall elect to
have payroll deductions made on each pay day during the Offering Period in an
amount not less than one percent (1%) and not more than ten percent (10%) of
the participant’s Compensation, with such amount designated in integral
multiples of one percent (1%); provided, however, that the aggregate of such
payroll deductions during any Offering Period shall not 



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exceed ten
percent (10%) of the participant’s aggregate Compensation during such Offering
Period.


(b)           All payroll
deductions made for a participant shall be credited to his or her account under
the Plan and shall be withheld in whole percentages only.  A participant may not make any additional
payments into such account.


(c)           A participant may
discontinue his or her participation in the Plan as provided in Section 10, or
may increase or decrease the rate of his or her payroll deductions as provided
in this Section 6(c).  A participant may
increase the rate of his or her payroll deductions only as of the beginning of
a Purchase Period.  Such increase shall
take effect with the first payroll following the beginning of the new Purchase
Period provided the participant has completed and delivered to the Company’s
stock administrator a new subscription agreement authorizing the increase in
the payroll deduction rate at least ten (10) business days prior to the
beginning of the new Purchase Period.  A
participant may decrease the rate of his or her payroll deductions each
month.  Any decrease shall become
effective as of the first payroll of the next calendar month following the date
that the participant completes and delivers to the Company’s stock
administrator a new subscription agreement authorizing the decrease in the
payroll deduction rate.  However, if the
subscription agreement is not received at least five (5) business days prior to
such payroll, the decrease shall become effective as of the first payroll of
the second succeeding calendar month.  The Board may, in its discretion, limit the
number of participation rate changes during any Offering Period.  Subject to the foregoing, a participant’s
subscription agreement shall remain in effect for successive Offering Periods
unless terminated as provided in Section 10 hereof.


(d)           Notwithstanding the
foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code
and Section 3(b) hereof, a participant’s payroll deductions may be decreased to
zero percent (0%) at any time during a Purchase Period.  Such a decrease shall not be treated as a
withdrawal from the Plan subject to Section 10, unless the participant elects
to withdraw pursuant to Section 10. 
Payroll deductions shall recommence at the rate provided in such
participant’s subscription agreement at the beginning of the first Purchase
Period which is scheduled to end in the following calendar year, unless the
participant elects to withdraw from the Plan as provided in Section 10 hereof.


(e)           At the time the
option is exercised, in whole or in part, or at the time some or all of the
Common Stock issued under the Plan is disposed of, the participant must make
adequate provision for the Company’s federal, state, or other tax withholding
obligations, if any, which arise upon the exercise of the option or the
disposition of the Common Stock.  At any
time, the Company may, but shall not be obligated to, withhold from the
participant’s compensation the amount necessary for the Company to meet
applicable withholding obligations, including any withholding required to make
available to the Company any tax deductions or benefits attributable to sale or
early disposition of Common Stock by the Employee.


7.             Grant
of Option.  On the Enrollment Date of
each Offering Period, each eligible Employee participating in such Offering
Period shall be granted an option to purchase on each Exercise Date during such
Offering Period (at the applicable Purchase Price) up to a number of 



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shares of Common
Stock determined by dividing such Employee’s payroll deductions accumulated
prior to such Exercise Date and retained in the Participant’s account as of the
Exercise Date by the applicable Purchase Price; provided that in no event shall
an Employee be permitted to purchase during each Purchase Period more than
eight thousand (8,000) shares of Common Stock (subject to any adjustment
pursuant to Section 18) on the Enrollment Date, and provided further that such
purchase shall be subject to the limitations set forth in Sections 3(b)
and 13 hereof.  Exercise of the option shall
occur as provided in Section 8 hereof, unless the participant has
withdrawn pursuant to Section 10 hereof. 
The option shall expire on the last day of the Offering Period.


8.             Exercise of Option.  Unless a participant withdraws from the Plan
as provided in Section 10 hereof, his or her option for the purchase of shares
of Common Stock shall be exercised automatically on the Exercise Date, and the
maximum number of full shares of Common Stock subject to option shall be
purchased for such participant at the applicable Purchase Price with the
accumulated payroll deductions in his or her account.  No fractional shares shall be purchased; any
payroll deductions accumulated in a participant’s account which are not
sufficient to purchase a full share shall be retained in the participant’s
account for the subsequent Purchase Period or Offering Period, subject to
earlier withdrawal by the participant as provided in Section 10 hereof.  Any other monies left over in a participant’s
account after the Exercise Date shall be returned to the participant.  During a participant’s lifetime, a
participant’s option to purchase shares hereunder is exercisable only by him or
her.


9.             Delivery. 
As promptly as practicable after each Exercise Date on which a purchase
of shares occurs, a share certificate or certificates representing the number
of shares of Common Stock so purchased shall be delivered to a brokerage
account designated by the Company and kept in such account pursuant to a
subscription agreement between each participant and the Company and subject to
the conditions described therein which may include a requirement that shares be
held and not sold for certain time periods, or the Company shall establish some
other means for such participants to receive ownership of the shares.


10.           Discontinuation; Withdrawal.


(a)           A participant may
discontinue his or her participation in the Plan only by withdrawing from the
Plan as provided in this Section 10.  A
participant may withdraw all but not less than all the payroll deductions credited
to his or her account and not yet used to exercise his or her option under the
Plan by giving written notice to the Company in the form of Exhibit B to
this Plan.  Such notice must be received
by the Company no later than 2:00 p.m. Pacific Standard Time on the second
Trading Day preceding the Exercise Date. 
All of the participant’s payroll deductions credited to his or her
account shall be paid to such participant promptly after receipt of notice of
withdrawal and such participant’s option for the Offering Period shall be
automatically terminated, and no further payroll deductions for the purchase of
shares shall be made for such Offering Period. 
If a participant withdraws from an Offering Period, payroll deductions
shall not resume at the beginning of the succeeding Offering Period unless the
participant delivers to the Company a new subscription agreement in accordance
with Section 5(a) .



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(b)           A participant’s
withdrawal from an Offering Period shall not have any effect upon his or her
eligibility to participate in any similar plan which may hereafter be adopted
by the Company or in succeeding Offering Periods which commence after the
participant withdraws from the Plan, subject to compliance with Section 5(a).


11.           Termination of Employment.


Upon a participant’s
ceasing to be an Employee, for any reason, he or she shall be deemed to have
elected to withdraw from the Plan and the payroll deductions credited to such
participant’s account during the Offering Period but not yet used to exercise
the option shall be returned to such participant or, in the case of his or her
death, to the person or persons entitled thereto under Section 15 hereof, and
such participant’s option shall be automatically terminated.  The preceding sentence notwithstanding, a participant
who receives payment in lieu of notice of termination of employment shall be
treated as continuing to be an Employee for the participant’s customary number
of hours per week of employment during the period in which the participant is
subject to such payment in lieu of notice.


12.           Interest.  No interest shall accrue on the payroll
deductions of a participant in the Plan.


13.           Stock.


(a)           The maximum number
of shares of the Company’s Common Stock which shall be made available for sale
under the Plan shall be three million eight hundred fifty thousand (3,850,000)
shares, subject to adjustment upon changes in capitalization of the Company as
provided in Section 18 hereof.  If, on a
given Exercise Date, the number of shares with respect to which options are to
be exercised exceeds the number of shares then available under the Plan, the
Company shall make a pro rata allocation of the shares remaining available for
purchase in as uniform a manner as shall be practicable and as it shall
determine to be equitable.


(b)           The participant
shall have no interest or voting right in shares covered by his option until
such option has been exercised.


(c)           Shares purchased by
a participant under the Plan shall be registered in the name of the participant
or in the name of the participant and his or her spouse.


14.           Administration.  The Plan shall be administered by the Board
or a committee of members of the Board appointed by the Board.  The Board or its committee shall have full
and exclusive discretionary authority to construe, interpret and apply the
terms of the Plan, to determine eligibility and to adjudicate all disputed
claims filed under the Plan.  Every
finding, decision and determination made by the Board or its committee shall,
to the full extent permitted by law, be final and binding upon all parties.


15.           Designation of Beneficiary.


(a)           A participant may
file a written designation of a beneficiary who is to receive any shares and
cash, if any, from the participant’s account under the Plan in the event of
such participant’s death subsequent to an Exercise Date on which the option is
exercised but 



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prior to
delivery to such participant of such shares and cash.  In addition, a participant may file a written
designation of a beneficiary who is to receive any cash from the participant’s
account under the Plan in the event of such participant’s death prior to
exercise of the option.  If a participant
is married and the designated beneficiary is not the spouse, spousal consent
shall be required for such designation to be effective.


(b)           Such designation of
beneficiary may be changed by the participant at any time by written
notice.  In the event of the death of a
participant and in the absence of a beneficiary validly designated under the
Plan who is living at the time of such participant’s death, the Company shall
deliver such shares and/or cash to the executor or administrator of the estate
of the participant, or if no such executor or administrator has been appointed
(to the knowledge of the Company), the Company, in its discretion, may deliver
such shares and/or cash to the spouse or to any one or more dependents or
relatives of the participant, or if no spouse, dependent or relative is known
to the Company, then to such other person as the Company may designate.


16.           Transferability.  Neither payroll deductions credited to a
participant’s account nor any rights with regard to the exercise of an option
or to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 15 hereof) by the participant.  Any such attempt at assignment, transfer,
pledge or other disposition shall be without effect, except that the Company
may treat such act as an election to withdraw funds from an Offering Period in
accordance with Section 10 hereof.


17.           Use of Funds.  All payroll deductions received or held by
the Company under the Plan may be used by the Company for any corporate
purpose, and the Company shall not be obligated to segregate such payroll
deductions.


18.                                 Adjustments
Upon Changes in Capitalization, Dissolution, Liquidation, Merger or Asset Sale.


(a)           Changes in
Capitalization.  Subject to any
required action by the stockholders of the Company, the Reserves, the maximum
number of shares each participant may purchase each Purchase Period (pursuant
to Section 7), as well as the Purchase Price per share and the number of
shares of Common Stock covered by each option under the Plan which has not yet
been exercised shall be proportionately adjusted for any increase or decrease
in the number of issued shares of Common Stock resulting from a stock split,
reverse stock split, stock dividend, combination or reclassification of the
Common Stock, or any other increase or decrease in the number of outstanding
shares of Common Stock effected without receipt of consideration by the
Company; provided, however, that conversion of any convertible securities of
the Company shall not be deemed to have been “effected without receipt of consideration”.  Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and
conclusive.  Except as expressly provided
herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares of Common Stock subject to an option.



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(b)           Dissolution or
Liquidation.  In the event of the
proposed dissolution or liquidation of the Company, the Offering Periods shall
terminate immediately prior to the consummation of such proposed action, unless
otherwise provided by the Board.


(c)           Merger or Asset
Sale.  In the event of a proposed
sale of all or substantially all of the assets of the Company, or the merger of
the Company with or into another corporation, limited liability company or
other entity, the Plan shall terminate upon the date of the consummation of
such transaction unless the plan of merger, consolidation or reorganization
provides otherwise, and any Purchase Periods then in progress shall be
shortened by setting a new Exercise Date (the “New Exercise Date”) and any
Offering Periods then in progress shall end on the New Exercise Date.  The New Exercise Date shall be before the
date of the Company’s proposed sale or merger. 
The Board shall notify each participant in writing, at least ten (10)
business days prior to the New Exercise Date, that the Exercise Date for the
participant’s option has been changed to the New Exercise Date and that the
participant’s option shall be exercised automatically on the New Exercise Date,
unless prior to such date the participant has withdrawn from the Offering
Period as provided in Section 10 hereof. 
The Plan shall in no event be construed to restrict the Company’s right
to undertake any liquidation, dissolution, merger, consolidation or other
reorganization.


19.           Amendment or Termination.


(a)           The Board of
Directors of the Company may at any time and for any reason terminate or amend
the Plan.  Except as provided in Section
18 hereof, no such termination can affect options previously granted, provided
that an Offering Period may be terminated by the Board of Directors on any Exercise
Date if the Board determines that the termination of the Plan is in the best
interests of the Company and its stockholders. 
Except as provided in Section 18 hereof, no amendment may make any
change in any option theretofore granted which adversely affects the rights of
any participant.  To the extent necessary
to comply with Section 423 of the Code (or any successor rule or provision or
any other applicable law, regulation or stock exchange rule), the Company shall
obtain stockholder approval in such a manner and to such a degree as required.


(b)           Without stockholder
consent and without regard to whether any participant rights may be considered
to have been “adversely affected,” the Board (or its committee) shall be
entitled to change the Offering Periods, limit the frequency and/or number of
changes in the amount withheld during an Offering Period, establish the
exchange ratio applicable to amounts withheld in a currency other than U.S.
dollars, permit payroll withholding in excess of the amount designated by a
participant in order to adjust for delays or mistakes in the Company’s
processing of properly completed withholding elections, establish reasonable
waiting and adjustment periods and/or accounting and crediting procedures to
ensure that amounts applied toward the purchase of Common Stock for each
participant properly correspond with amounts withheld from the participant’s
Compensation, and establish such other limitations or procedures as the Board
(or its committee) determines in its sole discretion advisable which are
consistent with the Plan.


20.           Notices.  All notices or other communications by a
participant to the Company under or in connection with the Plan shall be deemed
to have been duly given when received in 



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the form specified by the Company at the location, or
by the person, designated by the Company for the receipt thereof.


21.           Conditions Upon Issuance of Shares.  Shares shall not be issued with respect to an
option unless the exercise of such option and the issuance and delivery of such
shares pursuant thereto shall comply with all applicable provisions of law,
domestic or foreign, including, without limitation, the Securities Act of 1933,
as amended, the Securities Exchange Act of 1934, as amended, the rules and
regulations promulgated thereunder, and the requirements of any stock exchange
upon which the shares may then be listed, and shall be further subject to the
approval of counsel for the Company with respect to such compliance.


As a condition to the
exercise of an option, the Company may require the person exercising such
option to represent and warrant at the time of any such exercise that the
shares are being purchased only for investment and without any present
intention to sell or distribute such shares if, in the opinion of counsel for
the Company, such a representation is required by any of the aforementioned
applicable provisions of law.


22.           Term of Plan.  The Plan, as amended and restated, shall
become effective upon the Effective Date. 
It shall continue until February 27, 2007 unless sooner terminated under
Section 19 hereof.


23.           Automatic Transfer to Low Price
Offering Period.  To the extent
permitted by any applicable laws, regulations, or stock exchange rules, if the
Fair Market Value of the Common Stock on any Exercise Date in an Offering
Period is lower than the Fair Market Value of the Common Stock on the
Enrollment Date of such Offering Period, then all participants in such Offering
Period shall be automatically withdrawn from such Offering Period immediately
after the exercise of their option on such Exercise Date and automatically
re-enrolled in the immediately following Offering Period as of the first day
thereof.


24.           Execution.  To record the amendment and restatement of
the Plan by the Board of Directors as of the Effective Date, the Company has
caused its authorized officer to execute the same.




	
  

  	
   

  	
  INCYTE CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
  /s/ Paul A. Friedman

  
	
   

  	
   

  	
  Its

  	
   

  	
  President and Chief Executive Officer

  






 



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