<PAGE>

                                                                   EXHIBIT 10.24

                              TRANSITION AGREEMENT
                              --------------------

         THIS TRANSITION AGREEMENT (the "Agreement") is made and entered into as
of November 26, 2001, by and between INCYTE GENOMICS, INC., a Delaware
corporation (the "Company") and ROY A. WHITFIELD ("Executive"),

                              W I T N E S S E T H:

         WHEREAS, Executive has determined, and the Board of Directors of the
Company (the "Board") has accepted, that it is in the best interests of the
Company and its stockholders for Executive to resign as the Company's Chief
Executive Officer, and Executive and the Company have mutually agreed upon a
plan to transition Executive's duties to Paul A. Friedman (together with any
successor thereto, to be referred to herein as the "CEO"); and

         WHEREAS, the Company wishes to incentivize Executive to remain
available to provide assistance to the CEO and the Board as requested by the CEO
or the Board on an as needed basis; and

         WHEREAS, Executive wishes to focus his attention on so assisting the
CEO, initially as a full-time employee of the Company, and thereafter, should he
or the Company choose to terminate such employment, on an as needed basis in his
capacity as a member of the Board of Directors; and

         WHEREAS, Executive and the Company wish to terminate and supersede the
provisions of the Employment Agreement dated as of May 2, 2001 by and between
Executive and the Company; and

         WHEREAS, the parties hereto wish to enter into this Agreement to
provide for an orderly transition of Executive's responsibilities and
definitively resolve and settle any claims or differences that may exist between
them with respect to Executive's present and future employment by the Company:

         NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, the parties hereto agree as follows:

<PAGE>

1.       Definitions.
         ------------

         (a)  "Annual Base Salary" shall mean shall mean $395,000.

         (b)  "Cause" shall mean:

              (i)   The willful and continued failure of Executive to perform
substantially Executive's duties with the Company or one of its affiliates
(other than any such failure resulting from incapacity due to physical or mental
illness or impairment), after a written demand for substantial performance is
delivered to Executive by the Board which specifically identifies the manner in
which the Board believes that Executive has not substantially performed
Executive's duties; or

              (ii)  The willful engaging by Executive in illegal conduct, gross
misconduct or dishonesty which is materially and demonstrably injurious to the
Company; or

              (iii) Unauthorized and prejudicial disclosure or misuse of the
Company's secret, confidential or proprietary information, knowledge or data
relating to the Company or its affiliates; or

              (iv)  The willful and material breach of the covenants set forth
in Sections 4(a) or 4(b) below.

         Notwithstanding the foregoing, "Cause" shall not include any act, or
failure to act, based upon authority given pursuant to a resolution duly adopted
by the Board or upon the instructions of the CEO or based upon the advice of
counsel for the Company. The cessation of employment of Executive shall not be
deemed to be for Cause unless and until there shall have been delivered to
Executive a copy of a resolution duly adopted by the affirmative vote of not
less than three-quarters of the entire membership of the Board at a meeting of
the Board called and held for such purpose (after reasonable notice is provided
to Executive and Executive is given an opportunity, together with counsel, to be
heard before the Board), finding that, in the good faith opinion of the Board,
Executive is guilty of the conduct described in subparagraph (i), (ii), (iii) or
(iv) above, and specifying the particulars thereof in detail.

         (c)  "Change in Control" shall mean the occurrence of any of the
following events:

              (i)   A change in the composition of the Board, 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
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;

<PAGE>

              (ii)  Any "person" (as such term is used in Sections 13(d) and
14(d) of the Securities and Exchange Act of 1934) by the acquisition or
aggregation of securities is or becomes the beneficial owner, directly or
indirectly, of securities of the Company representing 50% 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;

              (iii) The stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company; or

              (iv)  There is consummated an agreement for the sale or
disposition by the Company of all or substantially all of the Company's assets,
other than a sale or disposition by the Company to a Subsidiary or to an entity,
the voting securities of which are owned by stockholders of the Company in
substantially the same proportions as their ownership of the Company immediately
prior to such sale; or

         The term "Change in Control" shall not include a transaction, the sole
purpose of which is to change the state of the Company's incorporation.

         (d) "Competitor" shall mean an entity that is engaged in the business
of developing and marketing genomic databases substantially similar to those
developed or marketed by the Company.

         (e)  "Disability" shall mean the absence of Executive from Executive's
duties with the Company on a full-time basis for 180 consecutive business days
as a result of incapacity due to mental or physical illness or impairment which
is determined to be total and permanent by a physician selected by the Company
or its insurers and acceptable to Executive or Executive's legal representative.

         (f)  "Subsidiary" shall mean any other entity, whether incorporated or
unincorporated, in which the Company or any one or more of its Subsidiaries
directly owns or controls (i) 50% or more of the securities or other ownership
interests, including profits, equity or beneficial interests, or (ii) securities
or other interests having by their terms ordinary voting power to elect more
than 50% of the board of directors or others performing a similar function with
respect to such other entity that is not a corporation.

         (g)  "Target Bonus" shall mean 80% of the Annual Base Salary.

         (h)  "Welfare Benefits" shall mean welfare benefit plans, practices,
policies and programs provided by the Company and its affiliated companies
(including, without limitation, medical, prescription, dental, disability,
employee life, and group life plans and programs) which are provided at any time
after the Effective Date to the CEO.

                                       3

<PAGE>

2.   Resignation as Chief Executive Officer and Employment Thereafter.
     -----------------------------------------------------------------

     (a) As of the date of this Agreement (the "Effective Date"), Executive
hereby voluntarily and irrevocably resigns as the Company's Chief Executive
Officer, and accepts the position of Chairman of the Board of Directors, which
position is a full-time employment position (i.e., 40 hours per week), reporting
directly to the CEO. Executive shall only work on such matters as are assigned
to him by the CEO or the Board from time to time. Executive in this capacity
shall maintain an office at the principal offices of the Company, unless he is
requested by the CEO to work out of his home, in which case Executive shall
vacate his office at the Company and only visit the Company premises when
requested to so do by the CEO.

     (b) Either the Company, at its sole discretion and for any reason, or
Executive, at his sole discretion and for any reason, may at any time (the
"Transition Completion Date"), terminate upon written notice the full-time
employment of Executive as Chairman of the Board. Notwithstanding the foregoing,
in accordance with and subject to the applicable provisions of the Company's
By-Laws and Delaware General Corporation Law, Executive may continue to serve as
a member of the Board of Directors. For a two (2)-year period following the
Transition Completion Date (the "Term"), Executive shall be available, to the
extent reasonably needed, to assist the Company in transitional matters in his
capacity as a member of the Board of Directors. During the Term, Executive may
accept employment as an employee or consultant to another entity which is not a
Competitor and Executive shall not be required, unless by mutual agreement of
the parties, to devote more time to the affairs of the Company than that
customarily committed to the Company by other members of the Board of Directors.

     (c) A termination by the Company for Cause shall only be effective if
Executive is first given a Notice of Termination and an opportunity to cure. For
purposes of this Agreement, a "Notice of Termination" means a written notice
that (i) to the extent applicable, indicates the specific termination provision
in this Agreement relied upon, (ii) to the extent applicable, sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of Executive's employment under the provision so indicated, and
(iii) specifies the termination date (which date shall be not less than 30 days
after the giving of such notice). The failure by the Company to set forth in the
Notice of Termination any fact or circumstance that contributes to a showing of
Cause shall not waive any right of the Company hereunder or preclude the Company
from asserting such fact or circumstance in enforcing the Company's rights
hereunder.

3.   Compensation and Benefits.

     (a) The Company shall pay to Executive, in accordance with the Company's
standard practices, the bonus to which Executive would have been entitled under
the Company's Corporate Incentive Plan as if Executive were employed as Chief
Executive Officer of the Company for the entire year ending December 31, 2001.

     (b) For the period commencing on the Effective Date through the Transition
Completion Date, the Company will compensate Executive for his full-time
employment services as Chairman of the Board at the Annual Base Salary rate,
payable in accordance with the Company's standard payroll practices, and shall
continue Executive's Welfare Benefits. Executive will be eligible to accrue paid
time-off, but shall not be eligible to participate in any

                                       4

<PAGE>

Company executive bonus or other bonus programs, profit sharing plan or
management incentive plan.

     (c) Following the Transition Completion Date, and subject to the terms and
conditions of this Agreement, the Company shall pay Executive the product of (1)
two and (2) the sum of (x) the Annual Base Salary and (y) the greater of the
Target Bonus or the bonus payable pursuant to Section 3(a) above. Such amount
shall be paid to Executive in equal installments over the Term in accordance
with the Company's usual payroll practices and less standard deductions;
provided, however, that Executive may elect, at any time after the Transition
Completion Date, to have all outstanding payments due under this Section 3(c)
paid in a lump sum. Notwithstanding the preceding sentence, if Executive's
employment as Chairman of the Board is terminated by the Company prior to a
Change in Control for Cause, the Company's obligation to pay Executive the
compensation under this Section 3(c) for any period subsequent to the Transition
Completion Date shall cease.

     (d) Executive shall not be eligible to accrue paid-time off during the
Term, and, except as provided herein, shall not be eligible to participate in
any Company executive bonus or other bonus programs, profit sharing plan, or
management incentive plan.

     (e) The Board has awarded to Executive, effective as of the date of this
Agreement, restricted stock units (the "Units") that entitle Executive to
receive an aggregate of 100,000 shares of common stock of the Company, subject
to the terms and conditions set forth in this Agreement and in the Notice of
Restricted Stock Unit Award and Restricted Stock Unit Agreement in substantially
the form attached hereto as Exhibit A (the "Restricted Stock Unit Agreement").
Fifty percent (50%) of the Units shall vest on the first anniversary of the
Effective Date, and fifty percent (50%) of the Units shall vest on the second
anniversary of the Effective Date, provided that Executive has continued to
serve through such dates as the Chairman of the Board of Directors or, following
the Transition Completion Date, as a member of the Board of Directors of the
Company.

     (f) Effective as of the Transition Completion Date, the Company shall pay
to Executive any compensation previously deferred by Executive (together with
any accrued interest or earnings thereon) and any accrued vacation pay, in each
case to the extent not theretofore paid.

     (g) During the Term, or such longer period as may be provided by the terms
of the appropriate plan, program, practice or policy, the Company shall continue
Welfare Benefits to Executive and/or Executive's family; provided, however, that
if Executive becomes reemployed with another employer and is eligible to receive
medical or other welfare benefits under another employer provided plan, the
medical and other welfare benefits described herein shall be secondary to those
provided under such other plan during such applicable period of eligibility. For
purposes of determining eligibility (but not the time of commencement of
benefits) of Executive for retiree benefits pursuant to such plans, practices,
programs and policies, Executive shall be considered to have remained employed
until 24 months after the Transition Completion Date and to have retired on the
last day of such period.

                                       5

<PAGE>

     (h) All options ("Options") acquired under the 1991 Stock Plan of Incyte
Genomics, Inc. or any other stock-based incentive plan of the Company (the
"Plans") that have not vested in accordance with the terms and conditions of the
grant, award or purchase, shall continue to vest and become exercisable in
accordance with the vesting schedule set forth in the applicable option
agreements. In the event Executive's employment hereunder terminates due to
death or Disability of Executive, all Options shall become fully vested and
shall be exercisable for 12 months after the date of termination due to death or
Disability.

     (i) In the event of a Change in Control, Executive shall continue to be
entitled to receive the compensation set forth in Section 3(c) and the benefits
provided for in Section 3(g), the Units shall become fully vested and the shares
of common stock of the Company shall be delivered to Executive within 30 days
after the date of Change in Control, and all Options shall become fully vested
and shall be exercisable for 12 months after the date of Change in Control.

     (j) If Executive incurs reasonable expenses while providing services to the
Company hereunder, he shall be entitled to reimbursement in accordance with the
Company's standard policies. The Company further agrees to reimburse Executive
for all reasonable past expenses he has incurred while providing services to the
Company prior to the Transition Completion Date.

4.   Covenants.
     ----------

     (a) During Executive's employment with the Company and for two (2) years
after the Transition Completion Date, Executive agrees that, without the prior
express written consent of the Company, Executive shall not, anywhere in the
world, for his own benefit or for, with or through any other person, firm,
partnership, corporation or other entity or individual (other than the Company
or its affiliates) as or in the capacity of an owner, shareholder, employee,
consultant, director, officer, trustee, partner, agent, independent contractor
and/or in any other representative capacity or otherwise:

         (i)  directly or indirectly, induce or attempt to induce any employee
of the Company or its Subsidiaries to terminate his or her employment with the
Company for the purpose of accepting employment with any employer other than the
Company, its Subsidiaries, or an entity formed by or with the participation of
the Company (provided that in the case of any such entity formed by or with the
participation of the Company the hiring of any such employee by such entity is
approved, either on an individual employee basis or a general basis by which it
is acknowledged that such entity may hire employees of the Company or its
Subsidiaries, by the Company's Board of Directors or CEO), nor, during the two
(2) year period following the Transition Completion Date, directly or indirectly
hire (A) any employee of the Company or its Subsidiaries at the time of such
hiring or (B) any former employee of the Company or its Subsidiaries who had
such relationship within six (6) months prior to the date of such hiring, it
being understood that nothing herein shall prohibit Executive from serving as
and providing a reference for any such employee or former employee;

         (ii) personally (or personally direct another to) make or publish any
statement (orally or in writing) to a current or prospective client of the
Company or its affiliates or any other entity with whom the Company has a
collaboration, strategic partnership, joint venture or

                                       6

<PAGE>

other similar relationship (collectively, a "Customer Entity") that would libel,
slander, disparage, denigrate, ridicule or criticize the Company or any of its
affiliates; and

         (iii) personally (or personally direct another to) solicit any Customer
Entity to purchase a gene sequence or genomic database product competitive with
such a product marketed by or under development at the Company.

     (b) Executive shall hold in a fiduciary capacity for the benefit of the
Company all secret or confidential information, knowledge or data relating to
the Company or any of its affiliated companies, and their respective businesses,
which shall have been obtained by Executive during Executive's employment by the
Company or any of its affiliated companies and which shall not be or become
public knowledge (other than by acts by Executive or representatives of
Executive in violation of this Agreement). After termination of Executive's
employment with the Company, Executive shall not, without the prior written
consent of the Company or as may otherwise be required by law or legal process,
communicate or divulge any such information, knowledge or data to anyone other
than the Company and those designated by it. Except as otherwise provided
herein, in no event shall an asserted violation of the provisions of this
Section 4 constitute a basis for deferring or withholding any amounts otherwise
payable to Executive under this Agreement. Executive also agrees to comply with
the terms set forth in the Confidential Information and Invention Assignment
Agreement between Executive and the Company (the "Confidential Information
Agreement").

     (c) Any termination of Executive's employment or of this Agreement shall
have no effect on the continuing operation of this Section 4.

     (d) Executive acknowledges and agrees that the Company will have no
adequate remedy at law, and could be irreparably harmed, if Executive breaches
or threatens to breach any of the provisions of this Section 4. Executive agrees
that the Company shall be entitled to equitable and/or injunctive relief to
prevent any breach or threatened breach of this Section 4, and to specific
performance of each of the terms hereof in addition to any other legal or
equitable remedies that the Company may have. Executive further agrees that he
shall not, in any equity proceeding relating to the enforcement of the terms of
this Section 4, raise the defense that the Company has an adequate remedy at
law.

     (e) The terms and provisions of this Section 4 are intended to be separate
and divisible provisions and if, for any reason, any one or more of them is held
to be invalid or unenforceable, neither the validity nor the enforceability of
any other provision of this Agreement shall thereby be affected. The parties
hereto acknowledge that the potential restrictions on Executive's future
employment imposed by this Section 4 are reasonable in both duration and
geographic scope and in all other respects. If for any reason any court of
competent jurisdiction shall find any provisions of this Section 4 unreasonable
in duration or geographic scope or otherwise, Executive and the Company agree
that the restrictions and prohibitions contained herein shall be effective to
the fullest extent allowed under applicable law in such jurisdiction.

                                       7

<PAGE>

     (f) The parties acknowledge that this Agreement would not have been entered
into and the benefits described herein, including the award of the Units, would
not have been promised in the absence of Executive's promises under this Section
4.

5.   Non-Exclusivity of Rights and Full Settlement.
     ----------------------------------------------

     (a) Nothing in this Agreement shall prevent or limit Executive's continuing
or future participation in any plan, program, policy or practice provided by the
Company or any of its affiliated companies and for which Executive may qualify,
nor shall anything herein limit or otherwise affect such rights as Executive may
have under any contract or agreement with the Company or any of its affiliated
companies, except as provided herein. Amounts that are vested benefits or that
Executive is otherwise entitled to receive under any plan, policy, practice or
program of or any contract or agreement with the Company or any of its
affiliated companies at or subsequent to the Transition Completion Date shall be
payable in accordance with such plan, policy, practice or program or contract or
agreement except as explicitly modified by this Agreement.

     (b) The Company's obligation to make the payments provided for in this
Agreement and otherwise to perform its obligations hereunder shall not be
affected by any set-off, counterclaim, recoupment, defense or other claim, right
or action which the Company may have against Executive or others. In no event
shall Executive be obligated to seek other employment or take any other action
by way of mitigation of the amounts payable to Executive under any of the
provisions of this Agreement and, other than as set forth in Section 3(g) with
respect to Welfare Benefits, such amounts shall not be reduced whether or not
Executive obtains other employment. The Company agrees to pay as incurred, to
the full extent permitted by law, all legal fees and expenses which Executive
may reasonably incur as a result of any contest (regardless of the outcome
thereof) by the Company, Executive or others of the validity or enforceability
of, or liability under, any provision of this Agreement or any guarantee of
performance thereof (including as a result of any contest by Executive about of
any payment pursuant to this Agreement), plus in each case interest on any
delayed payment and the applicable Federal rate provided for in Section
7872(f)(2)(A) of the Internal Revenue Code of 1986 as amended. Notwithstanding
the foregoing, the Company shall not be required to pay legal fees and expenses
which Executive may incur as a direct result of any contest or dispute regarding
Sections 4(a) and 4(b), unless Executive is found to have not violated such
Sections 4(a) and 4(b) of this Agreement, in which event the Company shall
reimburse Executive for all such legal fees and expenses incurred as a result of
such contest or dispute.

6.   Executive's Representations.
     ---------------------------

     Executive hereby represents and warrants to the Company that he has fully
reviewed this Agreement and the transactions contemplated hereby, and that he
fully understands this Agreement and such transactions. In connection with this
review, Executive has had an opportunity to consult with legal counsel and with
financial and other advisors of his choosing and, if he has decided not to do
so, such choice was his voluntary decision. The terms of this Agreement are
voluntarily accepted by Executive without duress or coercion.

                                       8

<PAGE>

7.   Mutual Release.
     ---------------

     (a) The benefits to be provided to Executive following the Transition
Completion Date pursuant to this Agreement are expressly conditioned upon
Executive's execution of a release, within 21 days following the Transition
Completion Date, in the following form, and the Company's obligation to provide
such benefits shall not become effective until 7 days after the date of
execution by Executive of such release (the "Release Effective Date"):

         "In consideration of the benefits to be provided to Executive pursuant
     to the Agreement, the sufficiency of which Executive acknowledges,
     Executive, on behalf of himself, his family members and his and their heirs
     and successors, assigns, attorneys and agents, hereby releases and forever
     discharges the Company, as well as its officers, attorneys, directors,
     employees, stockholders and agents, and their successors and assigns, and
     its employee pension benefit or welfare benefit plans and current and
     former trustees and administrators of such plans (collectively "Company
     Releasees") from any and all claims, contracts, liabilities, damages,
     expenses and causes of action, whether in law or in equity, known or
     unknown, which may have existed or which may now exist from the beginning
     of time to the Release Effective Date against one or more of the Company
     Releasees (collectively "Executive Claims"), to the extent such Executive
     Claims relate in any way directly or indirectly, in whole or in part to:
     Executive's resignation as Chief Executive Officer pursuant to Section 2 of
     the Agreement, the fact that Executive is or was an employee, officer,
     stockholder or agent of the Company; any services performed by Executive
     for the Company; Executive's employment or non-employment by the Company;
     any alleged harassment or disparagement suffered by Executive during his
     employment at the Company; any status, term or condition of such
     employment; any physical or mental harm or distress arising from such
     termination, employment or non-employment; any claims based upon federal,
     state or local laws prohibiting employment discrimination, including but
     not limited to claims of discrimination under the Fair Employment and
     Housing Act, Title VII of the 1964 Civil Rights Act, the Civil Rights Act
     of 1991, the Americans with Disabilities Act of 1990, the Rehabilitation
     Act of 1973, the Family and Medical Leave Act of 1993, or the Employee
     Retirement Income Security Act of 1974; breach of contract or any other
     legal basis. This release also includes release of any claims for age
     discrimination under the Age Discrimination in Employment Act, as amended
     ("ADEA"). The ADEA requires that Executive be advised to consult with an
     attorney before Executive waives any claim under the ADEA. In addition, the
     ADEA provides Executive with at least 21 days to decide whether to waive
     claims under the ADEA and seven days after Executive signs this Agreement
     to revoke that waiver.

         Executive understands that various federal, state and local laws
     prohibit age, sex, national origin, race and other forms of employment
     discrimination and that these laws are enforced through the U.S. Equal
     Employment Opportunity Commission, and similar state and local agencies.
     Executive understands that if he believed that his treatment by the Company
     had violated any of these laws, he could consult with these agencies and
     file a charge with them. Instead, Executive has voluntarily decided to
     accept the Company's offer in the Agreement and to waive and release any
     and all claims he may have under such laws.

                                       9

<PAGE>

         The Company hereby releases and forever discharges Executive, his
     successors and assigns (collectively "Executive Releasees") from any and
     all claims, demands, costs, contracts, liabilities, objections, rights,
     damages, expenses, compensation and actions and causes of action of every
     nature, whether in law or in equity, known or unknown, or suspected or
     unsuspected, which may have existed or which may now exist from the
     beginning of time to the Release Effective Date, against Executive of any
     type, nature and description, or may have in the future (collectively
     "Company Claims"), to the extent such Company Claims relate in any way
     directly or indirectly, in whole or in part to, or are in any way connected
     with or based upon: the fact that Executive is or was an employee, officer,
     stockholder, consultant or agent of the Company; any services performed by
     Executive for the Company; Executive's employment or non-employment by the
     Company; or any status, term or condition of such employment other than any
     breach of Executive's Confidential Information Agreement.

         Nothing under the Agreement or in this release shall affect the
     parties' obligations under this Agreement, the Confidential Information
     Agreement, any agreement under which the Options were granted, the
     Restricted Stock Unit Agreement, or the Indemnity Agreement between
     Executive and the Company, or release Executive from any claims arising
     from any fraudulent or illegal acts committed while he was an employee of
     the Company.

         Each of Executive and the Company expressly waive and relinquish any
     and all rights that such party may have under Section 1542 of the
     California Civil Code, which reads as follows:

         A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
         KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
         RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
         SETTLEMENT WITH THE DEBTOR."

8.   Successors.
     ----------

     (a) This Agreement is personal to Executive and without the prior written
consent of the Company shall not be assignable by Executive otherwise than by
will or the laws of descent and distribution. This Agreement shall inure to the
benefit of and be enforceable by Executive's legal representatives.

     (b) This Agreement shall inure to the benefit of and be binding upon the
Company and its successors and assigns.

     (c) The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company to assume expressly and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform if no such succession had taken place. As used in this
Agreement, "Company" shall mean the Company as hereinbefore defined

                                       10

<PAGE>

and any successor to its business or assets as aforesaid which assumes and
agrees to perform this Agreement by operation of law, or otherwise.

9.   Miscellaneous.
     -------------

     (a) This Agreement shall be governed by and construed in accordance with
the laws of the State of California without reference to principles of conflict
of laws. The captions of this Agreement are not part of the provisions hereof
and shall have no force or effect. This Agreement may not be amended or modified
otherwise than by a written agreement executed by the parties or their
respective successors and legal representatives.

     (b) All notices and other communications hereunder shall be given by hand
delivery to the other party or by registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:

         If to Executive:
         at Executive's current address shown on the records of the Company

         If to the Company:
         Incyte Genomics, Inc.
         3160 Porter Drive
         Palo Alto, CA 94304
         Attention: General Counsel

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

     (c) The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement.

     (d) The Company may withhold from any amounts payable under this Agreement
such Federal, state, local or foreign taxes as shall be required to be withheld
pursuant to applicable law or regulation.

     (e) Executive's or the Company's failure to insist on strict compliance
with any provision of this Agreement or the failure to assert any right
Executive or the Company may have hereunder shall not be deemed to be a waiver
of such provision or right or any other provision or right of this Agreement.

     (f) Any and all disputes, claims and causes of action arising under or
relating to the interpretation or application of this Agreement or concerning
Executive's employment or association with the Company or termination thereof,
including but not limited to whether such claims are subject to arbitration,
shall be resolved by final and binding arbitration in Palo Alto, California
through the auspices of the American Arbitration Association under the then
existing National Rules for the Resolution of Employment Disputes. Any such
arbitration shall be conducted in the strictest confidence, e.g., no
communications are to be made to third parties or publications concerning the
terms of this Agreement, the existence of the arbitration proceeding,

                                       11

<PAGE>

the nature or fact of a dispute between the parties, or the evidence presented
at the arbitration, unless authorized by law. A judgment on the arbitration
award may be entered in any court having jurisdiction over the subject matter of
the controversy. Subject to Section 5(b) of this Agreement, the prevailing party
in any such arbitration shall be entitled to recovery of its reasonable
attorneys' fees and costs, including costs of arbitration. Nothing contained in
this Section 9(f) shall limit the right of the Company to enforce by court
injunctive or other equitable relief Executive's obligations under Section 4.
The arbitrator shall not have the authority to modify, change or refuse to
enforce the terms of this Agreement. In no event shall either party be liable
for any special, consequential or incidental damages, including, without
limitation, loss of profits or goodwill, regardless of the form of the action,
as a result of the breach of this Agreement or any action taken hereunder.
Executive specifically agrees to waive a jury trial right with respect to any
breach of this Agreement.

     (g) This Agreement constitutes the entire agreement of the parties relating
to the subject matter hereof, and supersedes all prior and contemporaneous
negotiations, correspondence, understandings and agreements of the parties
relating to the subject matter hereof, including without limitation the
Employment Agreement dated as of May 2, 2001 by and between the Company and
Executive, which, as of the Effective Date, shall be terminated and be of no
further force or effect; provided, however, that the Confidential Information
Agreement shall remain in full force and effect and the stock option agreements
under which the Options were granted, as the same may be modified by this
Agreement, shall remain in full force and effect.

     IN WITNESS WHEREOF, Executive and the Company, through the Chairman of the
Compensation Committee of the Board, have executed this Agreement effective as
of the day and year first written above.

                                          EXECUTIVE

                                              /s/ Roy A. Whitfield
                                          --------------------------------------


                                          COMPANY

                                          By  /s/ Jon S. Saxe
                                          --------------------------------------
                                                        Jon S. Saxe
                                                      Chairman of the
                                                  Compensation Committee
                                                  of the Board of Directors

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