OF THIS AGREEMENT OR ANY INQUIRY OR STATEMENT RELATING THERETO; OR
(F)
INSTIGATE, ENCOURAGE OR
ASSIST ANY THIRD PARTY TO DO ANY OF THE FOREGOING; PROVIDED THAT NOVARTIS AND
ITS AFFILIATES MAY ACQUIRE, HOLD OR SELL, THROUGH THEIR RESPECTIVE TREASURY
DEPARTMENTS, AN AGGREGATE AMOUNT NOT TO EXCEED *** OF THE VOTING POWER
REPRESENTED BY INCYTE'S VOTING STOCK SOLELY FOR THE PURPOSES OF INVESTMENT IN
THE ORDINARY COURSE OF BUSINESS (SO LONG AS ANY DECISION TO MAKE SUCH
ACQUISITION OR SALE IS IN COMPLIANCE WITH UNITED STATES SECURITIES LAW), *** AND
PROVIDED FURTHER THAT THE RESTRICTIONS SET FORTH IN THIS SECTION 11.6 SHALL
TERMINATE IMMEDIATELY IF: (I) A PERSON OR 13D GROUP NOT INCLUDING NOVARTIS OR
ITS AFFILIATES ***, EITHER (X) INCYTE PUBLICLY ANNOUNCES ITS
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WILLINGNESS TO CONSIDER SUCH PROPOSAL OR ALTERNATIVE PROPOSALS FOR A TRANSACTION
DESCRIBED IN CLAUSE (II)(A) OR (B) BELOW, OR (Y) THE BOARD OF DIRECTORS OF
INCYTE DETERMINES TO ENGAGE IN NEGOTIATIONS WITH SUCH PERSON OR 13D GROUP OR ANY
OTHER PARTY OTHER THAN NOVARTIS OR ITS AFFILIATES WITH RESPECT TO A TRANSACTION
DESCRIBED IN CLAUSE (II)(A) OR (B) BELOW ***, (II) INCYTE OR ITS AFFILIATES
ENTERS IN TO A LETTER OF INTENT OR DEFINITIVE AGREEMENT WITH ANY PARTY OTHER
THAN NOVARTIS OR ITS AFFILIATES (A) ***; OR (B) WHICH WOULD RESULT IN ALL OR
SUBSTANTIALLY ALL OF INCYTE'S ASSETS BEING SOLD TO ANY PERSON OR 13D GROUP NOT
INCLUDING NOVARTIS OR ITS AFFILIATES; (III) INCYTE ANNOUNCES ITS DETERMINATION
TO PURSUE (W) A TRANSACTION DESCRIBED IN CLAUSE (II)(A) OR (B) ABOVE, (X) ***
THAT REPRESENTS MORE THAN *** OF THE VOTING POWER OF THE OUTSTANDING VOTING
STOCK OF INCYTE, (Y) THE SALE, TRANSFER OR DISPOSITION OF ALL OR SUBSTANTIALLY
ALL OF INCYTE'S ASSETS OR *** WITH ANY PARTY OTHER THAN NOVARTIS OR ITS
AFFILIATES; ***; OR (VI) THE SALE, TRANSFER OR DISPOSITION TO ***; PROVIDED,
HOWEVER, THAT ANY TERMINATION PURSUANT TO CLAUSE (I)(B) ABOVE SHALL NOT PERMIT
NOVARTIS OR ITS AFFILIATES TO TAKE ANY ACTION DESCRIBED IN SECTION 11.6(A)(IV),
SECTION 11.6(B) OR SECTION 11.6(F).
IN THE EVENT THAT THE TRANSACTIONS
CONTEMPLATED BY CLAUSES (I), (II) AND/OR (III) SHALL HAVE BEEN TERMINATED OR
ABANDONED, AND SUCH TERMINATION OR ABANDONMENT IS DEMONSTRABLE BY A PRESS
RELEASE ISSUED BY INCYTE (OR, IN THE CASE OF CLAUSE ***), THEN THIS SECTION 11.6
SHALL AGAIN BE APPLICABLE FOR THE REMAINDER OF THE PERIOD SPECIFIED HEREIN.
Further, nothing in this Section 11.6 shall obligate Novartis or its Affiliates
to cause Novartis' or its Affiliates' advisors (including financial advisors,
attorneys, accountants and consultants) to comply with the terms of this
Section 11.6 when acting on their own behalf or on behalf of Third Parties.
ARTICLE XII
CONFIDENTIALITY
12.1
Confidential Information.
All Confidential
Information of a Party ("Disclosing Party") shall not be used by the other Party
(the "Receiving Party") except in performing its obligations or exercising
rights explicitly granted under this Agreement and shall be maintained
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