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Exhibit 10.19    
    


 
 

AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT    
    


        This Amendment No. 2 to Note Purchase Agreement (this "Amendment") is made as of October 10, 2007, by and among INCYTE CORPORATION, a Delaware
corporation (the "Company"), PFIZER IRELAND PHARMACEUTICALS, an Irish unlimited liability company (formerly known as Pfizer Overseas Pharmaceuticals) ("PIP") and PFIZER INC., a Delaware
corporation ("Pfizer Inc."). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Note Purchase Agreement. 


        WHEREAS,
the Company and PIP are parties to that certain Note Purchase Agreement dated November 18, 2005, as amended by that certain Amendment No. 1, dated as of
January 4, 2007 (as so amended, the "Note Purchase Agreement"), pursuant to which the Company agreed to issue and sell to PIP, and PIP agreed to purchase from the Company, convertible
subordinated promissory notes of the Company, upon the terms and subject to the conditions set forth therein; 



        WHEREAS,
on February 3, 2006, the Company issued to PIP, and PIP purchased from the Company, the Initial Note, in the aggregate principal amount of Ten Million Dollars
($10,000,000); 


        WHEREAS,
on September 26, 2007, the Company exercised its option pursuant to the Note Purchase Agreement to issue and sell to PIP, and PIP is obligated to purchase from the
Company, the Additional Note, in the aggregate principal amount of Ten Million Dollars ($10,000,000); 


        WHEREAS,
PIP is a wholly-owned subsidiary of Pfizer Inc., and PIP and Pfizer Inc. desire that PIP assign its rights and obligations under the Note Purchase Agreement,
including the obligation to purchase the Additional Note, to Pfizer Inc. 


        NOW,
THEREFORE, in consideration of the foregoing premises and the mutual covenants below, the parties hereby amend the Note Purchase Agreement as follows: 


        1.    Assignment of Note Purchase Agreement.    PIP hereby assigns all of its rights and obligations under the Note
Purchase Agreement to Pfizer Inc., and Pfizer Inc. hereby assumes the rights and the performance of all of the obligations of PIP under the Note Purchase Agreement, including, without
limitation, the obligation to purchase the Additional Note. 



        2.    Amendment of Representations and Warranties.    In connection with the assignment of rights and obligations of
PIP under the Note Purchase Agreement to Pfizer Inc. set forth in paragraph 1 above (the "Assignment"), Section 4.1 of the Note Purchase Agreement is hereby amended by deleting
such Section in its entirety and replacing it with the following: 



        "4.1    Organization.    The Investor is a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and carry on its business as currently conducted." 




        3.    Continuing Covenants of Pfizer Ireland Pharmaceuticals.    Notwithstanding the Assignment, each of the parties
hereto agrees that the covenants and agreements of PIP set forth in Section 6 of the Note Purchase Agreement shall continue in full force and effect following such Assignment, and shall remain
valid and enforceable obligations of PIP with respect to the Initial Note and, following the Assignment, shall be valid and enforceable obligations of Pfizer Inc. with respect to the Additional
Note. 


        4.    References to "Investor".    Notwithstanding the Assignment, each of the parties hereto agrees that all
references to "Investor" in Sections 7.2(b), 7.3(b), 7.5(g), 7.5(h), 7.6, 7.8, 7.9, 7.10, 8.5, 8.8, 8.10 and 8.11 of the Note Purchase Agreement shall apply equally to PIP and
Pfizer Inc., and the rights and obligations of PIP set forth therein shall continue in full force and effect following such Assignment; provided, however, that for the purposes of the clause
"the amount of securities of the Investor 










included
in the offering" in Section 7.3(b), the amount of securities of PIP and of Pfizer Inc. included in the offering shall be aggregated. 


        5.    Amendment.    Except as specifically provided herein, all other terms of the Note Purchase Agreement remain in
full force and effect. 


        6.    Governing Law.    This Amendment shall be governed by and construed under the laws of the State of New York
(irrespective of its choice of law principles). 



        7.    Counterparts.    This Amendment may be signed in one or more counterparts, each of which, when executed, shall
be deemed to be an original and all of which together shall constitute one and the same document. 


        IN
WITNESS WHEREOF, the parties hereby have executed this Amendment as of the date first written above. 



	 	 	INCYTE CORPORATION
	

 	
 	

By	

/s/  PATRICIA A. SCHRECK      

	 	 	Name	Patricia A. Schreck

	 	 	Title	General Counsel

	

 	
 	
PFIZER IRELAND PHARMACEUTICALS
	

 	
 	

By	

/s/  PETER DUFFY      

	 	 	Name	Peter Duffy

	 	 	Title	Member of Management Committee

	

 	
 	
PFIZER INC.
	

 	
 	

BY	

/S/  DAVID REID      

	 	 	Name	David Reid

	 	 	Title	Assistant Secretary














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Exhibit 10.19


AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT