incy_Ex10_20_4



		

			Exhibit 10.20.4

		


		

			CONFIDENTIAL TREATMENT REQUESTED

		


		

			 

		





		
			CONFIDENTIAL TREATMENT REQUESTED:  Information for which confidential treatment has been requested is omitted and is noted with asterisks.  An unredacted version of this document has been filed separately with the Securities and Exchange Commission (the “Commission”).
		

		
			 
		

		
			FOURTH AMENDMENT
		

		
			 
		

		
			This Fourth Amendment (“Fourth Amendment”) is entered into effective December 13, 2016 (“the Fourth Amendment Effective Date”) by and between Incyte Corporation (“Incyte”), a Delaware Corporation having an office at 1801 Augustine Cut-off, Wilmington, DE 19803, and Eli Lilly and Company (“Lilly”), and Indiana corporation having an office at Lilly Corporate Center, Indianapolis, IN 46285.
		

		
			 
		

		
			RECITALS
		

		
			 
		

			
	
			
				 A.
			

			
	
			
			Incyte and Lilly are parties to (i) a License, Development and Commercialization Agreement, effective December 18, 2009, (ii) an Amendment, effective June 22, 2010, (iii) a Second Amendment, effective August 1, 2011, and (iv) a Third Amendment, effective March 31, 2016, pursuant to which Incyte has granted Lilly an exclusive License to develop and commercialize Licensed Compounds and Licensed Products in the Field (such Agreement, as so amended, the “Agreement”).




		
			 
		

			
	
			
				 B.
			

			
	
			
			The Parties now desire to further amend the Agreement to modify the Milestone Event which triggers Lilly’s obligation to pay Incyte a milestone payment.




		
			 
		

			
	
			
				 C.
			

			
	
			
			Unless otherwise defined herein, all capitalized terms appearing in this Fourth Amendment shall have the meaning set forth in the Agreement.




		
			 
		

		
			NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
		

		
			 
		

			
	
			
				 1.
			

			
	
			
			Section 7.2(a)(i)(F) of the Agreement is hereby deleted and replaced to designate 7.2(a)(i)(F) as follows:




		
			 
		

			
					
						Milestone Event

					
					
						First Indication

					
					
						[**]

					
					
						[**]

				
	
					
						(F) Receipt of Marketing Authorization of a Licensed Product by the European Commission

					
					
						US $65,000,000

					
					
						[**]

					
					
						[**]

				



		
			
		

		
			


		 


 



		

			CONFIDENTIAL TREATMENT REQUESTED

		


		

			 

		





		

			
	
			
				 2.
			

			
	
			
			Section 7.2(a)(ii)(E) of the Agreement is hereby deleted and replaced to designate 7.2(a)(ii)(E) as follows:




		
			 
		

			
					
						[**]

					
					
						[**]

					
					
						[**]

					
					
						[**]

				
	
					
						(E) [**]

					
					
						[**]

					
					
						[**]

					
					
						[**]

				



		
			 
		

			
	
			
				 3.
			

			
	
			
			All other terms and conditions of the Agreement shall remain in full force and effect. 




		
			 
		

			
	
			
				 4.
			

			
	
			
			This Fourth Amendment shall be effective as of the Fourth Amendment Effective Date.




		
			 
		

		
			IN WITNESS WHEREOF, the parties by their respective authorized representatives have executed this Fourth Amendment as of the Fourth Amendment Effective Date.
		

		
			 
		

			
					
						ELI LILLY AND COMPANY

					
					
						    

					
					
						INCYTE CORPORATION

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ David A. Ricke

					
					
						 

					
					
						By:

					
					
						/s/ Hervé Hoppenot

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Name:

					
					
						David A. Ricke

					
					
						 

					
					
						Name:

					
					
						Hervé Hoppenot

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Title:

					
					
						President, Lilly BioMedicine

					
					
						 

					
					
						Title:

					
					
						CEO, Incyte

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				



		
			 
		


		 


		

			NF

		


		

			 

		


		

			[**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request.  An unredacted version of this exhibit has been filed separately with the Commission.