Exhibit 10.1


1991 STOCK PLAN OF

INCYTE CORPORATION

(As
Amended on March 13, 2007)


SECTION 1.   ESTABLISHMENT AND PURPOSE.


The Plan was adopted on November 7, 1991, amended
and restated on February 15, 2001, and amended on February 27, 2002,
March 15, 2003 and March 13, 2007. The purpose of the Plan is to
offer selected employees and consultants an opportunity to acquire a
proprietary interest in the success of the Company, or to increase such
interest, by purchasing Shares of the Company’s Stock. The Plan provides both
for the direct award or sale of Shares and for the grant of Options to purchase
Shares. Options granted under the Plan may include Nonstatutory Options as well
as ISOs intended to qualify under section 422 of the Code.


The Plan is intended to comply in all respects with
Rule 16b-3 (or its successor) under the Exchange Act and shall be
construed accordingly.


SECTION 2.   DEFINITIONS.


(a)  “Board of Directors”
shall mean the Board of Directors of the Company, as constituted from time to
time.


(b)  “Change in Control”
shall mean the occurrence of either of the following events:


(i)  A change in the composition of the Board of
Directors, as a result of which fewer than one-half of the incumbent directors
are directors who either:


(A)  Had been directors of the Company
24 months prior to such change; or


(B)  Were elected, or nominated for election, to
the Board of Directors with the affirmative votes of at least a majority of the
directors who had been directors of the Company 24 months prior to such
change and who were still in office at the time of the election or nomination;
or


(ii)  Any “person” (as such term is used in
sections 13(d) and 14(d) of the Exchange Act) by the acquisition or
aggregation of securities is or becomes the beneficial owner, directly or
indirectly, of securities of the Company representing 50 percent or more
of the combined voting power of the Company’s then outstanding securities ordi­narily
(and apart from rights accruing under special circumstances) having the right
to vote at elections of directors (the “Base Capital Stock”); except that any
change in the relative beneficial ownership of the Company’s securities by any
person resulting solely from a reduction in the aggregate number of outstanding
shares of Base Capital Stock, and any decrease thereafter in such person’s
ownership of securities, shall be disregarded until such person increases in
any manner, directly or indirectly, such person’s beneficial ownership of any
securities of the Company.


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


(d)  “Committee”
shall mean a committee of the Board of Directors, as described in
Section 3(a).


(e)  “Company” shall
mean Incyte Corporation (formerly Incyte Genomics, Inc.), a Delaware
corporation.


(f)  “Employee” shall
mean (i) any individual who is a common-law employee of the Company
or of a Subsidiary or (ii) an independent contractor who performs services
for the Company or a Subsidiary and who is not a member of the Board of
Directors. Service as an independent contractor shall be considered employ­ment
for all purposes of the Plan except the second sentence of Section 4(a).



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(g)  “Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended.


(h)  “Exercise Price”
shall mean the amount for which one Share may be purchased upon exercise of an
Option, as speci­fied by the Committee in the applicable Stock Option
Agreement.


(i)  “Fair Market Value,”
with respect to a Share, shall mean the market price of one Share of Stock,
determined by the Committee as follows:


(i)  If the Stock was traded over-the-counter on
the date in question but was not traded on The Nasdaq Stock Market, then the
Fair Market Value shall be equal to the last-transaction price quoted for such
date by the OTC Bulletin Board or, if not so quoted, shall be equal to the mean
between the last reported representative bid and asked prices quoted for such
date by the principal automated inter-dealer quotation system on which the
Stock is quoted or, if the Stock is not quoted on any such system, by the “Pink
Sheets” published by the National Quotation Bureau, Inc.;


(ii)  If the Stock was traded on The Nasdaq Stock
Market, then the Fair Market Value shall be equal to the last reported sale
price quoted for such date by The Nasdaq Stock Market;


(iii)  If the Stock was traded on a United States
stock exchange on the date in question, then the Fair Market Value shall be
equal to the closing price reported for such date by the applica­ble
composite-transactions report; and


(iv)  If none of the foregoing provisions is
applica­ble, then the Fair Market Value shall be determined by the Committee in
good faith on such basis as it deems appropriate.


In all cases, the determination of Fair Market Value
by the Committee shall be conclusive and binding on all persons.


(j)  “ISO” shall mean
an employee incentive stock option described in section 422(b) of the
Code.


(k)  “Nonstatutory Option”
shall mean an employee stock option not described in sections 422(b) or
423(b) of the Code.


(l)  “Offeree” shall
mean an individual to whom the Committee has offered the right to acquire
Shares under the Plan (other than upon exercise of an Option).


(m)  “Option” shall
mean an ISO or Nonstatutory Option granted under the Plan and entitling the
holder to purchase Shares.


(n)  “Optionee” shall
mean an individual who holds an Option.


(o)  “Plan” shall
mean this Amended and Restated 1991 Stock Plan of Incyte Corporation.


(p)  “Purchase Price”
shall mean the consideration for which one Share may be acquired under the Plan
(other than upon exercise of an Option), as specified by the Committee.


(q)  “Service” shall
mean service as an Employee.


(r)  “Share” shall
mean one share of Stock, as adjusted in accordance with Section 9 (if
applicable).


(s)  “Stock” shall
mean the Common Stock, $.001 par value, of the Company.


(t)  “Stock Option Agreement”
shall mean the agreement between the Company and an Optionee which contains the
terms, conditions and restrictions pertaining to his or her Option.


(u)  “Stock Purchase Agreement”
shall mean the agree­ment between the Company and an Offeree who acquires
Shares under the Plan which contains the terms, conditions and restric­tions
pertaining to the acquisition of such Shares.


(v)  “Subsidiary”
shall mean any corporation, if the Company and/or one or more other
Subsidiaries own not less than 50 percent of the total combined voting
power of all classes of outstanding stock of such



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corporation. A
corporation that attains the status of a Subsidiary on a date after the
adoption of the Plan shall be considered a Subsidiary commencing as of such
date.


(w)  “Total and Permanent
Disability” shall mean that the Optionee is unable to engage in any
substantial gainful activity by reason of any medically determinable physical
or mental impairment which can be expected to result in death or which has
lasted, or can be expected to last, for a continuous period of not less than
one year.


SECTION 3.   ADMINISTRATION.


(a)  Committee Composition.   The Plan shall be administered by the
Committee. The Committee shall consist of two or more directors of the Company
who shall satisfy the requirements of Rule 16b-3 (or its successor)
under the Exchange Act with respect to the grant of Awards to persons who are
officers or directors of the Company under Section 16 of the Exchange Act
or the Board itself. The Board may also appoint one or more separate committees
of the Board, each composed of one or more directors of the Company who need
not qualify under Rule 16b-3, who may administer the Plan with
respect to Employees who are not considered officers or directors of the
Company under Section 16 of the Exchange Act, may grant Shares and Options
under the Plan to such Employees and may determine all terms of such grants.


(b)  Committee Procedures.   The Board of Directors shall designate
one of the members of the Committee as chairman. The Committee may hold
meetings at such times and places as it shall determine. The acts of a majority
of the Committee members present at meetings at which a quorum exists, or acts
reduced to or approved in writing by all Committee members, shall be valid acts
of the Committee.


(c)  Committee Responsibilities.   Subject to the provisions of the Plan,
the Committee shall have full authority and discretion to take the following
actions:


(i)  To interpret the Plan and to apply its
provisions;


(ii)  To adopt, amend or rescind rules,
procedures and forms relating to the Plan;


(iii)  To authorize any person to execute, on
behalf of the Company, any instrument required to carry out the purposes of the
Plan;


(iv)  To determine when Shares are to be awarded
or offered for sale and when Options are to be granted under the Plan;


(v)  To select the Offerees and Optionees;


(vi)  To determine the number of Shares to be
offered to each Offeree or to be made subject to each Option;


(vii)  To prescribe the terms and conditions of
each award or sale of Shares, including (without limitation) the Purchase Price,
and to specify the provisions of the Stock Purchase Agreement relating to such
award or sale;


(viii)  To prescribe the terms and conditions of
each Option, including (without limitation) the Exercise Price, to determine
whether such Option is to be classified as an ISO or as a Nonstatutory Option,
and to specify the provisions of the Stock Option Agreement relating to such
Option;


(ix)  To amend any outstanding Stock Purchase
Agree­ment or Stock Option Agreement, subject to applicable legal restrictions and
to the consent of the Offeree or Optionee who entered into such agreement;


(x)  To prescribe the consideration for the grant
of each Option or other right under the Plan and to determine the sufficiency
of such consideration; and


(xi)  To take
any other actions deemed necessary or advisable for the administration of the
Plan.



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All decisions, interpretations and other actions of
the Commit­tee shall be final and binding on all Offerees, all Optionees, and
all persons deriving their rights from an Offeree or Optionee. No member of the
Committee shall be liable for any action that he or she has taken or has failed
to take in good faith with respect to the Plan, any Option, or any right to
acquire Shares under the Plan.


SECTION 4.   ELIGIBILITY.


(a)  General Rule.   Only Employees, as defined in
Section 2(f), shall be eligible for designation as Optionees or Offerees
by the Committee. In addition, only individuals who are employed as common-law
employees by the Company or a Subsidiary shall be eligible for the grant of
ISOs.


(b)  Ten-Percent
Stockholders.   An
Employee who owns more than 10 percent of the total combined voting power
of all classes of outstanding stock of the Company or any of its Subsidiaries
shall not be eligible for the grant of an ISO unless (i) the Exercise
Price is at least 110 percent of the Fair Market Value of a Share on the
date of grant and (ii) such ISO by its terms is not exercisable after the
expiration of five years from the date of grant.


(c)  Attribution Rules.   For purposes of Subsection
(b) above, in determining stock ownership, an Employee shall be deemed to
own the stock owned, directly or indirectly, by or for such Employee’s
brothers, sisters, spouse, ancestors and lineal descendants. Stock owned,
directly or indirectly, by or for a corporation, partnership, estate or trust
shall be deemed to be owned proportionately by or for its stockholders,
partners or beneficiaries. Stock with respect to which such Employee holds an
option shall not be counted.


(d)  Outstanding Stock.   For purposes of Subsection
(b) above, “outstanding stock” shall include all stock actually issued and
outstanding immediately after the grant. “Outstand­ing stock” shall not include
shares authorized for issuance under outstanding options held by the Employee
or by any other person.


SECTION 5.   STOCK SUBJECT TO PLAN.


(a)  Basic Limitation.   Shares offered under the Plan shall be
authorized but unissued Shares or treasury Shares. The aggregate number of
Shares which may be issued under the Plan (upon exercise of Options or other
rights to acquire Shares) shall not exceed 25,350,000 Shares, subject to
adjustment pursuant to Section 9. The number of Shares that are subject to
Options or other rights outstanding at any time under the Plan shall not exceed
the number of Shares that then remain available for issuance under the Plan.
The Company, during the term of the Plan, shall at all times reserve and keep
available sufficient Shares to satisfy the requirements of the Plan.


(b)  Additional Shares.   In the event that any out­standing
Option or other right for any reason expires or is canceled or otherwise
terminated, the Shares allocable to the unexercised portion of such Option or
other right shall again be available for the purposes of the Plan. In the event
that Shares issued under the Plan are reacquired by the Company pursuant to any
forfeiture provision, right of repurchase or right of first refusal, such
Shares shall again be available for the purposes of the Plan.


SECTION 6.   TERMS AND CONDITIONS OF AWARDS OR
SALES.


(a)  Stock Purchase Agreement.   Each award or sale of Shares under the
Plan (other than upon exercise of an Option) shall be evidenced by a Stock
Purchase Agreement between the Offeree and the Company. Such award or sale
shall be subject to all applicable terms and conditions of the Plan and may be
subject to any other terms and conditions which are not inconsistent with the
Plan and which the Committee deems appropriate for inclusion in a Stock
Purchase Agreement. The provisions of the various Stock Purchase Agreements
entered into under the Plan need not be identical.



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(b)  Duration of Offers and
Nontransferability of Rights.   Any right to acquire Shares under the
Plan (other than an Option) shall automatically expire if not exercised by the
Offeree within 30 days after the grant of such right was communicated to the
Offeree by the Committee. Such right shall not be transferable and shall be
exercisable only by the Offeree to whom such right was granted.


(c)  Purchase Price.   The Purchase Price of Shares to be
offered under the Plan shall not be less than the par value of such Shares.
Subject to the preceding sentence, the Purchase Price shall be determined by
the Committee at its sole discre­tion. The Purchase Price shall be payable in a
form described in Section 8.


(d)  Withholding Taxes.   As a condition to the award, purchase,
vesting or sale of Shares, the Offeree shall make such arrangements as the
Committee may require for the satisfaction of any federal, state, local or
foreign withholding tax obligations that may arise in connection with such
Shares. The Committee may permit the Offeree to satisfy all or part of his or
her tax obligations related to such Shares by having the Company withhold a
portion of any Shares that otherwise would be issued to him or her or by
surrendering any Shares that previously were acquired by him or her. The Shares
withheld or surrendered shall be valued at their Fair Market Value on the date
when taxes otherwise would be withheld in cash. The pay­ment of taxes by
assigning Shares to the Company, if permitted by the Committee, shall be
subject to such restrictions as the Committee may impose, including any
restrictions required by rules of the Securities and Exchange Commission.


(e)  Restrictions on Transfer
of Shares.   Any
Shares awarded or sold under the Plan shall be subject to such special
forfeiture conditions, rights of repurchase, rights of first refusal and other
transfer restrictions as the Committee may determine. Such restrictions shall
be set forth in the applicable Stock Purchase Agreement and shall apply in
addition to any general restrictions that may apply to all holders of Shares.


SECTION 7.   TERMS AND CONDITIONS OF OPTIONS.


(a)   Stock
Option Agreement.   Each
grant of an Option under the Plan shall be evidenced by a Stock Option
Agreement between the Optionee and the Company. Such Option shall be subject to
all applicable terms and conditions of the Plan and may be subject to any other
terms and conditions which are not inconsistent with the Plan and which the
Committee deems appropriate for inclusion in a Stock Option Agreement. The
provisions of the various Stock Option Agreements entered into under the Plan
need not be identical.


(b)   Number
of Shares.   Each
Stock Option Agreement shall specify the number of Shares that are subject to
the Option and shall provide for the adjustment of such number in accordance
with Section 9. The Stock Option Agreement shall also specify whether the
Option is an ISO or a Nonstatutory Option. Options granted to any Optionee in a
single calendar year shall in no event cover more than 800,000 Shares, subject
to adjustment in accordance with Section 9.


(c)   Exercise
Price.   Each Stock Option
Agreement shall specify the Exercise Price. The Exercise Price of an ISO shall
not be less than 100 percent of the Fair Market Value of a Share on the date of
grant, and a higher percentage may be required by Section 4(b). The
Exercise Price of a Nonstatutory Option shall not be less than 100 percent of
the Fair Market Value of a Share on the date of grant. Subject to the preceding
two sentences, the Exercise Price under any Option shall be determined by the
Committee at its sole discretion. The Exercise Price shall be payable in a form
described in Section 8.



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(d)   Withholding
Taxes.   As a condition to
the exercise of an Option, the Optionee shall make such arrangements as the
Committee may require for the satisfaction of any federal, state, local or
foreign withholding tax obligations that may arise in connection with such
exercise. The Optionee shall also make such arrangements as the Committee may
require for the satisfaction of any federal, state, local or foreign
withholding tax obligations that may arise in connection with the disposi­tion
of Shares acquired by exercising an Option. The Committee may permit the
Optionee to satisfy all or part of his or her tax obligations related to the
Option by having the Company withhold a portion of any Shares that otherwise
would be issued to him or her or by surrendering any Shares that previously
were acquired by him or her. Such Shares shall be valued at their Fair Market
Value on the date when taxes otherwise would be withheld in cash. The payment
of taxes by assigning Shares to the Company, if permitted by the Committee,
shall be subject to such restric­tions as the Committee may impose, including
any restrictions required by rules of the Securities and Exchange
Commission.


(e)   Exercisability.   Each Stock Option Agreement shall
specify the date when all or any installment of the Option is to become
exercisable. A Stock Option Agreement may provide for accelerated exercisabil­ity
in the event of the Optionee’s death, Total and Permanent Disability or
retirement or other events.


(f)   Effect
of Change in Control.   The
Committee may determine, at the time of granting an Option or thereafter, that
such Option shall become exercisable on an accelerated basis in the event that
a Change in Control occurs with respect to the Company. If the Committee finds
that there is a reasonable possibility that, within the succeeding six months,
a Change in Control will occur with respect to the Company, then the Committee
may determine that all outstanding Options shall be exercisable on an
accelerated basis.


(g)   Term.   The Stock Option Agreement shall
specify the term of the Option. The term shall not exceed 10 years from the
date of grant, except as otherwise provided in Section 4(b). Subject to
the preceding sentence, the Committee at its sole discretion shall determine
when an Option is to expire.


(h)   Nontransferability.   Except as may be provided in the
applicable Stock Option Agreement with respect to a Nonstatutory Option, no
Option shall be transferable by the Optionee other than by will, by beneficiary
designation delivered to the Company, or by the laws of descent and
distribution. An Option may be exercised during the lifetime of the Optionee
only by the Optionee or by the Optionee’s guardian or legal representative. No
Option or interest therein may be transferred, assigned, pledged or
hypothecated by the Optionee during his or her lifetime, whether by operation
of law or otherwise, or be made subject to execu­tion, attachment or similar
process.


(i)   Termination
of Service (Except by Death).   Except
as may be provided in the applicable Stock Option Agreement, if an Optionee’s
Service terminates for any reason other than the Optionee’s death, then such
Optionee’s Option(s) shall expire on the earliest of the following
occasions:


(i)            The
expiration date determined pursuant to Subsection (g) above;


(ii)           The
date 90 days after the termination of the Optionee’s Service for any reason
other than Total and Permanent Disability; or


(iii)          The
date six months after the termination of the Optionee’s Service by reason of
Total and Permanent Disability.


The Optionee may exercise all or part of his or her
Option(s) at any time before the expiration of such Option(s) under
the preceding sentence, but only to the extent that such Option(s) had
become exercisable before the Optionee’s Service terminated or became
exercisable as a result of the termination. The bal­ance of such
Option(s) shall lapse when the Optionee’s Service terminates. In the event
that the Optionee dies after the termi­na­tion of the Optionee’s Service but
before the expiration of the Optionee’s Option(s), all or part of such
Option(s) may be exercised (prior to expiration) by the executors or
administrators of the



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Optionee’s estate or by any person who has acquired
such Option(s) directly from the Optionee by bequest, beneficiary
designation or inheritance, but only to the extent that such Option(s) had
become exercisable before the Optionee’s Service terminated or became
exercisable as a result of the termination.


(j)   Leaves
of Absence.   Except
as may be provided in the applicable Stock Option Agreement, for purposes of
Subsection (i) above, Service shall be deemed to continue while the
Optionee is on military leave, sick leave or other bona fide leave of absence
(as determined by the Committee). The fore­going notwithstanding, in the case
of an ISO granted under the Plan, Service shall not be deemed to continue
beyond the first 90 days of such leave, unless the Optionee’s reemployment
rights are guaranteed by statute or by contract.


(k)   Death
of Optionee.   Except
as may be provided in the applicable Stock Option Agreement, if an Optionee
dies while he or she is in Service, then such Optionee’s Option(s) shall
expire on the earlier of the following dates:


(i)            The
expiration date determined pursuant to Subsection (g) above; or


(ii)           The
date six months after the Optionee’s death.


All or part of the Optionee’s Option(s) may be
exercised at any time before the expiration of such Option(s) under the
preceding sentence by the executors or administrators of the Optionee’s estate
or by any person who has acquired such Option(s) directly from the
Optionee by bequest, beneficiary designation or inheritance, but only to the
extent that such Option(s) had become exercisable before the Optionee’s
death or became exercisable as a result of the Optionee’s death. The balance of
such Option(s) shall lapse when the Optionee dies.


(l)   No
Rights as a Stockholder.   An
Optionee, or a transferee of an Optionee, shall have no rights as a stockholder
with respect to any Shares covered by his or her Option until he or she becomes
entitled, pursuant to the terms of such Option, to receive such Shares. No
adjustments shall be made, except as provided in Section 9.


(m)   Modification,
Extension and Assumption of Options.   Within
the limitations of the Plan, the Committee may modify, extend or assume
outstanding Options or may accept the cancellation of outstanding Options
(whether granted by the Company or another issuer) in return for the grant of
new Options for the same or a different number of Shares and at the same or a
different Exercise Price; provided, however, that the Committee may not modify
outstanding Options to lower the Exercise Price nor may the Committee assume or
accept the cancellation of outstanding Options in return for the grant of new
Options with a lower Exercise Price, unless such action has been approved by
the Company’s stockholders. The foregoing notwithstanding, no modification of
an Option shall, without the consent of the Optionee, impair such Optionee’s
rights or increase his or her obligations under such Option.


(n)   Restrictions
on Transfer of Shares.   Any
Shares issued upon exercise of an Option may be subject to such special
forfeiture conditions, rights of repurchase, rights of first refusal and other
transfer restrictions as the Committee may determine. Such restrictions shall
be set forth in the appli­cable Stock Option Agreement and shall apply in
addition to any general restrictions that may apply to all holders of Shares.


SECTION 8.   PAYMENT FOR SHARES.


(a)   General
Rule.   The entire
Purchase Price or Exercise Price of Shares issued under the Plan shall be
payable in lawful money of the United States of America at the time when such
Shares are purchased, except as provided in Subsections (b), (c), (d),
(e) and (f) below.


(b)   Surrender
of Stock.   To
the extent that a Stock Option Agreement so provides, payment may be made all
or in part with Shares which have already been owned by the Optionee or the
Optionee’s 



 7
 









representative for more
than six months and which are surrendered to the Company in good form for
transfer. Such Shares shall be valued at their Fair Market Value on the date
when the new Shares are purchased under the Plan.


(c)   Services
Rendered.   At
the discretion of the Committee, Shares may be awarded under the Plan in
consideration of services rendered to the Company or a Subsidiary prior to the
award. If Shares are awarded without the payment of a Purchase Price in cash,
the Committee shall make a determination (at the time of the award) of the
value of the services rendered by the Offeree and the sufficiency of the
consideration to meet the requirements of Section 6(c).


(d)   Promissory
Note.   To the extent that
a Stock Option Agreement or Stock Purchase Agreement so provides, a portion of
the Exercise Price or Purchase Price (as the case may be) of Shares issued
under the Plan may be paid with a full-recourse promissory note, provided that
(i) the par value of such Shares must be paid in lawful money of the
United States of America at the time when such Shares are purchased,
(ii) the Shares are pledged as security for payment of the principal
amount of the promissory note and interest thereon and (iii) the interest
rate payable under the terms of the promissory note shall not be less than the
minimum rate (if any) required to avoid the imputation of additional interest
under the Code. Subject to the foregoing, the Committee (at its sole
discretion) shall specify the term, interest rate, amortization requirements
(if any) and other provisions of such note.


(e)   Exercise/Sale.   To the extent that a Stock Option
Agreement so provides, payment may be made all or in part by the delivery (on a
form prescribed by the Company) of an irrevocable direction to a securities
broker approved by the Company to sell Shares and to deliver all or part of the
sales proceeds to the Company in payment of all or part of the Exercise Price
and any withholding taxes.


(f)   Exercise/Pledge.   To the extent that a Stock Option
Agreement so provides, payment may be made all or in part by the delivery (on a
form prescribed by the Company) of an irrevocable direction to pledge Shares to
a securities broker or lender approved by the Company, as security for a loan,
and to deliver all or part of the loan proceeds to the Company in payment of
all or part of the Exercise Price and any withholding taxes.


SECTION 9.   ADJUSTMENT OF SHARES.


(a)   General.   In the event of a subdivision of the
outstanding Stock, a declaration of a dividend payable in Shares, a declaration
of a dividend payable in a form other than Shares in an amount that has a
material effect on the value of Shares, a combination or consolidation of the
outstanding Stock into a lesser number of Shares, a recapitalization, a
spinoff, a reclassification or a similar occurrence, the Committee shall make
appropriate adjustments in one or more of (i) the number of Shares
available for future grants under Section 5, (ii) the limit set forth
in Section 7(b), (iii) the number of Shares covered by each
outstanding Option or (iv) the Exercise Price under each outstanding
Option.


(b)   Reorganizations.   In the event that the Company is a
party to a merger or other reorganization, outstanding Options shall be subject
to the agreement of merger or reorganization. Such agreement may provide,
without limitation, (i) for the assumption of outstanding Options by the
surviving corporation or its parent, (ii) for their continuation by the
Company, if the Company is a surviving corporation, (iii) for payment of a
cash settlement equal to the difference between the amount to be paid for one
Share pursuant to such agreement and the Exercise Price or (iv) for the
acceleration of their exercisability followed by the cancellation of Options
not exercised, in all cases without the Optionees’ consent. Any cancellation
shall not occur until after such acceleration is effective and Optionees have
been notified of such acceleration.


(c)   Reservation
of Rights.   Except
as provided in this Section 9, an Optionee or Offeree shall have no rights
by reason of (i) any subdivision or consolidation of shares of stock of
any class, (ii) the payment of 



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any dividend or
(iii) any other increase or decrease in the number of shares of stock of
any class. Any issue by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall not affect, and
no adjustment by reason thereof shall be made with respect to, the number or
Exercise Price of Shares subject to an Option. The grant of an Option pursuant
to the Plan shall not affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of its capital or
business structure, to merge or consolidate or to dissolve, liquidate, sell or
transfer all or any part of its business or assets.


SECTION 10.   SECURITIES LAWS.


Shares shall not be issued under the Plan unless the
issuance and delivery of such Shares comply with (or are exempt from) all
applicable requirements of law, including (without limitation) the Securities
Act of 1933, as amended, the Exchange Act, the rules and regulations
promulgated thereunder, state securities laws and regulations, and the
regulations of any stock exchange on which the Company’s securities may then be
listed.


SECTION 11.   NO EMPLOYMENT RIGHTS.


No provision of the Plan, nor any right or Option
granted under the Plan, shall be construed to give any person any right to
become, to be treated as, or to remain an Employee. The Company and its
Subsidiaries reserve the right to terminate any person’s Service at any time
and for any reason.


SECTION 12.   DURATION AND AMENDMENTS.


(a)   Term
of the Plan.   The
Plan, as amended as set forth herein, shall become effective as of
March 13, 2007, subject to approval of the Company’s stockholders. The
Plan shall terminate automatically on February 15, 2011 and may be
terminated on any earlier date pursuant to Subsection (b) below.


(b)   Right
to Amend or Terminate the Plan.   The
Board of Directors may amend, suspend or terminate the Plan at any time and for
any reason. An amendment of the Plan shall be subject to the approval of the
Company’s stockholders to the extent required by applicable laws, regulations,
rules, listing standards or other requirements, including (without limitation)
Rule 16b-3 under the Exchange Act. Stockholder approval shall not be
required for any other amendment of the Plan.


(c)   Effect
of Amendment or Termination.   No
Shares shall be issued or sold under the Plan after the termination thereof,
except upon exercise of an Option granted prior to such termination. The
termination of the Plan, or any amendment thereof, shall not affect any Share
previously issued or any Option previously granted under the Plan.


SECTION 13.   EXECUTION.


To record the Plan as amended by the Board of
Directors on March 13, 2007, the Company has caused its authorized officer
to execute the same.


	
  

  	
   

  	
  INCYTE CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
  /s/ PATRICIA A. SCHRECK

  
	
   

  	
   

  	
  Its

  	
   

  	
  General Counsel

  
							



 



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