Exhibit 4.2


 


AMENDMENT
NO. 1 TO RIGHTS AGREEMENT


 


This
Amendment No. 1 to Rights Agreement (this “Amendment”)
is dated as of July 31, 2008 by and between INCYTE CORPORATION (f/k/a
Incyte Pharmaceuticals, Inc.), a Delaware corporation (the “Company”), and  MELLON
INVESTOR SERVICES LLC (f/k/a ChaseMellon Shareholder Services, L.L.C.), a New
Jersey  limited liability company (the “Rights Agent”), with reference to
the following:


 


A.            The Company and the Rights Agent entered into that
certain Rights Agreement dated as of September 25, 1998 (the “Agreement”) in order to implement a
stockholder rights plan as more fully described therein.  Terms with initial letters capitalized that
are not otherwise defined herein shall have their respective meanings as set
forth in the Agreement.


 


B.            The Company desires to amend the Agreement in certain
respects in order to increase the threshold of ownership in the Company’s
securities necessary to cause investors to become Acquiring Persons and thereby
trigger the occurrence of a Distribution Date.


 


C.            Under the Agreement, the Company and the Rights Agent may
amend the Agreement at any time prior to a Distribution Date, which has yet to
occur.


 


                NOW,
THEREFORE, pursuant to Section 27 of the Agreement, the Company and the
Rights Agent hereby amend, effective upon the date hereof, the Agreement as
follows:


 


Section 1.               Change in Definition of
Acquiring Person.  As set forth in Section 1(a) of
the Agreement, the threshold of Beneficial Ownership by a Person (together with
all Affiliates and Associates) of 15% of the shares of Common Stock then
outstanding at which such Person shall, subject to the provisions of the
Agreement, be deemed to be an Acquiring Person is hereby changed to 20%.  In addition, as conforming changes, all
references to “15%” in the Agreement (e.g., in
Sections 1(a) and 24(a)) are hereby changed to “20%.”


 


Section 2.               Change in Liability.  The following language shall be added to the
end of Section 21(c):


 


Anything to the contrary
notwithstanding, in no event will the Rights Agent be liable for special,
punitive, indirect, incidental or consequential loss or damages of any kind
whatsoever (including but not limited to lost profits), even if the Rights
Agent has been advised of the likelihood of such loss or damage.


 


Section 3                Counterparts.  This Amendment may be executed in any number
of counterparts, each which shall be deemed an original, and all of this
together shall constitute one instrument.


 


[Remainder
of the page is blank.]


 


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IN WITNESS WHEREOF, this
Amendment is executed as of the date first written above.


 


	
   

  	
  INCYTE CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Patricia A. Schreck

  
	
   

  	
  Name:

  	
  Patricia A. Schreck

  
	
   

  	
  Title:

  	
  Executive Vice President and General

  
	
   

  	
   

  	
  Counsel

  
	
   

  	
   

  
	
   

  	
  MELLON INVESTOR SERVICES
  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Edward Schmitt

  
	
   

  	
  Name:

  	
  Edward Schmitt

  
	
   

  	
  Title:

  	
  Assistant Vice President

  
						



 


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