INCY / Incyte Corporation - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2025 INCYTE CORPORATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2025 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-12400 94-3136539 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2025 INCYTE CORPORATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2025 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-12400 94-3136539 (State or Other Jurisdiction of Incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

Press release issued by Incyte Corporation dated

Exhibit 99.1 FOR IMMEDIATE RELEASE Incyte Reports 2025 Second Quarter Financial Results and Provides Updates on Key Clinical Programs –Total revenues of $1,216 million in the second quarter (Q2'25) (+16% Y/Y); total product revenues of $1,059 million in Q2'25 (+17%Y/Y) –Jakafi® (ruxolitinib) net product revenues of $764 million in Q2'25 (+8% Y/Y); raising full year 2025 guidance to a new range of

As filed with the Securities and Exchange Commission on July 2, 2025.

As filed with the Securities and Exchange Commission on July 2, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware 94-3136539 (State or other jurisdiction of (I.R.S. Employer incorporation or organizatio

Calculation of Filing Fee Tables.

Calculation of Filing Fee Tables S-8 INCYTE CORP Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, $.

Employment Agreement between the Company and William J. Meury dated as of June 26, 2025.

Exhibit 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) by and between INCYTE CORPORATION, a Delaware corporation (the “Company”), and William J. Meury (the “Executive”), dated as of the 26th day of June, 2025 (the “Start Date”). The Board of Directors of the Company (the “Board”), has determined that it is in the best interests of the Company and its stockholders to assure t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2025 INCYTE CORPORATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2025 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-12400 (Commission File Number) 94-3

Transition Agreement between the Company and Hervé Hoppenot dated as of June 26, 2025,

Exhibit 10.1 TRANSITION AGREEMENT THIS TRANSITION AGREEMENT (the “Agreement”) is made and entered into as of June 26, 2025 (the “Effective Date”), by and between INCYTE CORPORATION, a Delaware corporation (the “Company”) and HERVÉ HOPPENOT (“Advisor”), W I T N E S S E T H: WHEREAS, Advisor has notified the Board of Directors of the Company (the “Board”) of his retirement as the Company’s President

Offer of Employment Letter, dated June 23, 2025, from the Company to William J. Meury.*

Exhibit 10.2 Certain identified information, marked by [***], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. June 23, 2025 William J. Meury [*personally identifiable information*] Dear Bill, It is with great pleasure that we offer you the position of President and Chief Executive Officer at

Incyte Corporation 2024 Inducement Stock Incentive Plan, as amended on June 25, 2025.

Exhibit 10.4 INCYTE CORPORATION 2024 Inducement Stock Incentive Plan (As Amended on June 25, 2025) Table of Contents Page SECTION 1. ESTABLISHMENT AND PURPOSE. 1 SECTION 2. DEFINITIONS. 1 (a) “Affiliate” 1 (b) “Award” 1 (c) “Board of Directors” 1 (d) “Change in Control” 1 (e) “Code” 2 (f) “Committee” 2 (g) “Corporation” 2 (h) “Consultant” 2 (i) “Employee” 3 (j) “Exchange Act” 3 (k) “Exercise Price

Calculation of Filing Fee Tables

Calculation of Filing Fee Tables S-8 INCYTE CORP Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, $.

Calculation of Filing Fee Tables

Calculation of Filing Fee Tables S-8 INCYTE CORP Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, $.

As filed with the Securities and Exchange Commission on June 18, 2025.

As filed with the Securities and Exchange Commission on June 18, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware 94-3136539 (State or other jurisdiction of (I.R.S. Employer incorporation or organizati

As filed with the Securities and Exchange Commission on June 18, 2025.

As filed with the Securities and Exchange Commission on June 18, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware 94-3136539 (State or other jurisdiction of (I.R.S. Employer incorporation or organizati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2025 INCYTE CORPORATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2025 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-12400 94-3136539 (State or Other Jurisdiction of Incorporation) (Commission File N

Incyte Corporation Amended and Restated 2010 Stock Incentive Plan, as amended on April 11, 2025.

Exhibit 10.1 INCYTE CORPORATION AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN (As Amended on April 11, 2025) INCYTE CORPORATION Amended and Restated 2010 Stock Incentive Plan Table of Contents Page SECTION 2. DEFINITIONS. 1 (a) “Affiliate” 1 (b) “Award” 1 (c) “Board of Directors” 1 (d) “Change in Control” 1 (e) “Code” 2 (f) “Committee” 2 (g) “Corporation” 2 (h) “Consultant” 3 (i) “Employee” 3 (j)

1997 Employee Stock Purchase Plan of Incyte Corporation, as amended on April 11, 2025.

Exhibit 10.2 1997 EMPLOYEE STOCK PURCHASE PLAN OF INCYTE CORPORATION (As amended on April 11, 2025) The following constitute the provisions of the 1997 Employee Stock Purchase Plan of Incyte Corporation, as amended and restated effective November 17, 2020 and as further amended on April 13, 2023 and April 11, 2025. 1.Purpose. The purpose of the Plan is to provide employees of the Company and its D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2025 INCYTE CORPORATION (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2025 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-12400 94-3136539 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Incyte Reports 2025 First Quarter Financial Results and Provides Updates on Key Clinical Programs

Exhibit 99.1 FOR IMMEDIATE RELEASE Incyte Reports 2025 First Quarter Financial Results and Provides Updates on Key Clinical Programs –Total revenues of $1,053 million in the first quarter (Q1'25) (+20% Y/Y); total product revenues of $922 million in Q1'25 (+26%Y/Y) –Jakafi® (ruxolitinib) net product revenues of $709 million in Q1'25 (+24% Y/Y); increasing full year 2025 Jakafi guidance to a new ra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.         )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.         ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.         )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.         ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Extension, dated as of March 12, 2025, to the Amendment, dated as of March 20, 2020, to the Collaboration and License Agreement entered into as of November 24, 2009, by and between the Company and Novartis International Pharmaceutical Ltd.

Exhibit 10.1 EXTENSION OF AMENDMENT NO. 5 TO COLLABORATION AND LICENSE AGREEMENT THIS EXTENSION OF AMENDMENT NO. 5 TO COLLABORATION AND LICENSE AGREEMENT (this “Extension,” and such Amendment, “Amendment No. 5”) is entered into as of the 12th day of March, 2025, by and between Incyte Corporation, a Delaware corporation having an office at 1801 Augustine Cut-Off, Wilmington, Delaware (“Incyte”), an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2025 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-12400 94-3136539 (State or Other Jurisdiction of Incorporation) (Commission File

Subsidiaries of the Company.

Exhibit 21.1 SUBSIDIARIES Subsidiary Jurisdiction of Incorporation Escient Pharmaceuticals, Inc. Delaware Escient Pharmaceuticals Australia Pty Ltd Australia Incyte Biosciences Corporation Delaware Incyte Holdings Corporation Delaware Incyte Real Estate Holdings I LLC Delaware Incyte Real Estate Holdings II LLC Delaware Incyte Research Institute LLC Delaware Villaris Therapeutics Inc. Delaware Inc

Incyte Reports 2024 Fourth Quarter and Year-End Financial Results, Provides 2025 Financial Guidance and Highlights 2025 R&D Milestones

Exhibit 99.1 FOR IMMEDIATE RELEASE Incyte Reports 2024 Fourth Quarter and Year-End Financial Results, Provides 2025 Financial Guidance and Highlights 2025 R&D Milestones –Total revenues of $1.2 billion (+16% Y/Y) in the fourth quarter 2024 and $4.2 billion (+15% Y/Y) for the full year 2024 –Jakafi® (ruxolitinib) net revenues of $773 million (+11% Y/Y) in the fourth quarter 2024 and $2.8 billion (+

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2025 INCYTE CORPORAT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2025 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-12400 94-3136539 (State or Other Jurisdiction of Incorporation) (Commission Fi

As filed with the Securities and Exchange Commission on February 10, 2025

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 10, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (mark one) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-12

Policy on insider trading.

Exhibit 19.1 Incyte Corporation Policy on Insider Trading Introduction The purchase or sale of securities by persons who have Material Non-Public Information that is not generally known or available to the public is prohibited by U.S. federal and state securities laws. These laws also prohibit persons with Material Non-Public Information from disclosing this information to others who may trade. Wh

Calculation of Filing Fees Tables

Calculation of Filing Fee Tables S-3 INCYTE CORP Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Equity Common Stock, $.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2025 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-12400 94-3136539 (State or Other Jurisdiction of Incorporation) (Commission File

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2024 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-12400 94-3136539 (State or Other Jurisdiction of Incorporation) (Commission Fil

Form of U.S. Restricted Stock Unit Award Agreement under the Incyte Corporation Amended and Restated 2010 Stock Incentive Plan.

INCYTE CORPORATION AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT AWARD You have been granted the following units representing shares of common stock of INCYTE CORPORATION (“Incyte”) under the Incyte Corporation Amended and Restated 2010 Stock Incentive Plan, as amended (the “Plan”): Date of Grant: [Date of Grant] Name of Recipient: [Name of Recipient] Total Number of Units Granted: [] Vesting Commencement Date: [] Vesting Schedule: [] You and Incyte agree that these units are granted under and governed by the terms and conditions of the Plan and the U.

Incyte Reports 2024 Third Quarter Financial Results and Provides Updates on Key Clinical Programs

Exhibit 99.1 FOR IMMEDIATE RELEASE Incyte Reports 2024 Third Quarter Financial Results and Provides Updates on Key Clinical Programs –Total revenues of $1,138 million in the third quarter (Q3'24) (+24% Y/Y) –Jakafi® (ruxolitinib) net product revenues of $741 million in Q3'24 (+16% Y/Y); raising full year 2024 Jakafi guidance to a new range of $2,740 - $2,770 million –Opzelura® (ruxolitinib) cream

Form of U.S. Nonstatutory Stock Option Agreement for Executive Officers under the Incyte Corporation 2024 Inducement Stock Incentive Plan.

Notice of Grant of Stock Options and Option Agreement Incyte Corporation ID: [ ] 1801 Augustine Cut-Off Wilmington, DE 19803 [Optionee Name] [Optionee Address] Option Number: [ ] Plan: Inducement ID: [ ] Effective , you have been granted a Nonstatutory Stock Option Agreement to buy [] shares of Incyte Corporation (Incyte) stock at $[] per share.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Form of U.S. Stock Option Agreement for Executive Officers under the Incyte Corporation Amended and Restated 2010 Stock Incentive Plan.

Notice of Grant of Stock Options and Option Agreement Incyte Corporation ID: [ ] 1801 Augustine Cut-Off Wilmington, DE 19803 [Optionee Name] [Optionee Address] Option Number: [ ] Plan: 2010 ID: [ ] Effective , you have been granted [an Incentive/ a Nonstatutory] Stock Option Agreement to buy [] shares of Incyte Corporation (Incyte) stock at $[] per share.

corporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter en

INCYTE CORPORATION 2024 INDUCEMENT STOCK INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT AWARD You have been granted the following units representing shares of common stock of INCYTE CORPORATION (“Incyte”) under the Incyte Corporation 2024 Inducement Stock Incentive Plan, as amended (the “Plan”): Date of Grant: [Date of Grant] Name of Recipient: [Name of Recipient] Total Number of Units Granted: [] Vesting Commencement Date: [] Vesting Schedule: [] You and Incyte agree that these units are granted under and governed by the terms and conditions of the Plan and the U.

INCY / Incyte Corporation / STATE STREET CORP Passive Investment

SC 13G 1 IncyteCorp.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* INCYTE CORP (Name of Issuer) COMMON STOCK (Title of Class of Securities) 45337C102 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this S

Incyte Reports 2024 Second Quarter Financial Results and Provides Updates on Key Clinical Programs

Exhibit 99.1 FOR IMMEDIATE RELEASE Incyte Reports 2024 Second Quarter Financial Results and Provides Updates on Key Clinical Programs –Total revenues of $1,044 million in the second quarter (Q2'24) (+9% Y/Y) –Jakafi® (ruxolitinib) net product revenues of $706 million in Q2'24 (+3% Y/Y), total patients increased +7% Y/Y; raising the bottom end of full year 2024 guidance to a new range of $2,710 - $

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2024 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-12400 94-3136539 (State or Other Jurisdiction of Incorporation) (Commission File N

Amendment No. 2, dated as of June 28, 2024, to Revolving Credit and Guaranty Agreement dated as of August 18, 2021 among the Company, the guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.

EXECUTION VERSION AMENDMENT NO. 2 Dated as of June 28, 2024 to REVOLVING CREDIT AND GUARANTY AGREEMENT Dated as of August 18, 2021 THIS AMENDMENT NO. 2 (this “Amendment”) is made as of June 28, 2024 by and among Incyte Corporation, a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, the Lenders party hereto and JPMorgan Chase Bank, N.A., in its capacity as administrative

MRUS / Merus N.V. / INCYTE CORP - SC 13G/A Passive Investment

SC 13G/A 1 tm2419961d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* MERUS N.V. (Name of Issuer) Common Shares, nominal value €0.09 per share (Title of Class of Securities) N5749R100 (CUSIP Number) June 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the app

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2024 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-12400 (Commission File Number) 94-3

INCY / Incyte Corporation / BAKER BROS. ADVISORS LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2024 INCYTE CORPORATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2024 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-12400 94-3136539 (State or Other Jurisdiction of Incorporation) (Commission File N

As filed with the Securities and Exchange Commission on June 13, 2024 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (AMENDMENT NO. 4) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF

As filed with the Securities and Exchange Commission on June 13, 2024 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

(a)(5)(D) Press release issued June 13, 2024, announcing the final results of the Tender Offer.

Exhibit (a)(5)(D) Incyte Announces Final Results of Tender Offer WILMINGTON, Del. – June 13, 2024 – Incyte Corporation (Nasdaq: INCY) (“Incyte” or the “Company”) announced today the final results of its modified “Dutch auction” tender offer to purchase up to $1.672 billion in value of shares of its common stock, which expired at 12:00 midnight, at the end of the day, New York City time, on June 10

As filed with the Securities and Exchange Commission on June 11, 2024 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (AMENDMENT NO. 3) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF

As filed with the Securities and Exchange Commission on June 11, 2024 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

(a)(5)(C) Press release issued June 11, 2024, announcing the preliminary results of the Tender Offer.

Exhibit (a)(5)(C) Incyte Announces Preliminary Results of Tender Offer WILMINGTON, Del.

As filed with the Securities and Exchange Commission on June 4, 2024 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (AMENDMENT NO. 2) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1

As filed with the Securities and Exchange Commission on June 4, 2024 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

Notice of Guarantee Delivery.

 Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY (Not to be used for Signature Guarantee) for Tender of Common Stock of INCYTE CORPORATION THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END OF THE DAY, NEW YORK CITY TIME, ON MONDAY, JUNE 10, 2024, UNLESS THE OFFER IS EXTENDED.

As filed with the Securities and Exchange Commission on May 15, 2024 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (AMENDMENT NO. 1) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1

As filed with the Securities and Exchange Commission on May 15, 2024 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Letter of Transmittal.

 Exhibit (a)(1)(B) LETTER OF TRANSMITTAL TO TENDER SHARES OF COMMON STOCK PURSUANT TO THE OFFER TO PURCHASE DATED MAY 13, 2024 by INCYTE CORPORATION of UP TO $1.

Stock Purchase Agreement, dated as of May 12, 2024, between the Company and the persons listed in Schedule I thereto.

Exhibit 10.1 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of May 12, 2024, by and between INCYTE CORPORATION, a Delaware corporation (the “Company”) and the persons listed on Schedule I hereto (collectively, the “Seller Affiliates”). R E C I T A L S WHEREAS, the Company intends, but has not made any public announcement of such intention, to conduct a public modifie

Regulation FD Disclosure, Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2024 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-12400 (Commission File Number) 94-31

Summary Advertisement dated May 13, 2024.

Exhibit (a)(5)(B) Notice of Offer to Purchase for Cash by Incyte Corporation of Up to $1.

Notice of Guaranteed Delivery.

 Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY (Not to be used for Signature Guarantee) for Tender of Common Stock of INCYTE CORPORATION THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END OF THE DAY, NEW YORK CITY TIME, ON MONDAY, JUNE 10, 2024, UNLESS THE OFFER IS EXTENDED.

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 INCYTE CORPORATION (Name of Subject Company (Issuer)) INCYTE CORPORATION (Names of

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 INCYTE CORPORATION (Name of Subject Company (Issuer)) INCYTE CORPORATION (Names of Filing Persons (Issuer and Offeror)) COMMON STOCK, $.001 PAR VALUE (Title of Class of Securities) 45337C102 (CUSIP Number of Class of Securities) Herv

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2024 INCYTE CORPORATION (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2024 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-12400 (Commission File Number) 94-31

Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

 Exhibit (a)(1)(D) OFFER TO PURCHASE FOR CASH BY INCYTE CORPORATION OF UP TO $1.672 BILLION IN VALUE OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $60.00 PER SHARE NOR LESS THAN $52.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END OF THE DAY, NEW YORK CITY TIME, ON MONDAY, JUNE 10, 2024, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND

Letter of Transmittal.

 Exhibit (a)(1)(B) LETTER OF TRANSMITTAL TO TENDER SHARES OF COMMON STOCK PURSUANT TO THE OFFER TO PURCHASE DATED MAY 13, 2024 by INCYTE CORPORATION of UP TO $1.

Offer to Purchase dated May 13, 2024.

TABLE OF CONTENTS  Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH BY INCYTE CORPORATION OF UP TO $1.

Press Release dated May 13, 2024 (incorporated by reference to Exhibit 99.1 to the Company’s Tender Offer Statement on Schedule TO-C filed with the SEC on May 13, 2024).

Exhibit 99.1 Incyte Announces Intention to Buy Back up to $2.0 Billion of its Common Stock –Incyte commences Dutch Auction tender offer to repurchase up to $1.67 billion of outstanding common shares WILMINGTON, Del. – May 13, 2024 – Incyte Corporation (Nasdaq:INCY) (the “Company”) today announced that its Board of Directors approved a share repurchase authorization of $2.0 billion. The Company has

Incyte Announces Intention to Buy Back up to $2.0 Billion of its Common Stock –Incyte commences Dutch Auction tender offer to repurchase up to $1.67 billion of outstanding common shares

Exhibit 99.1 Incyte Announces Intention to Buy Back up to $2.0 Billion of its Common Stock –Incyte commences Dutch Auction tender offer to repurchase up to $1.67 billion of outstanding common shares WILMINGTON, Del. – May 13, 2024 – Incyte Corporation (Nasdaq:INCY) (the “Company”) today announced that its Board of Directors approved a share repurchase authorization of $2.0 billion. The Company has

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Schedule TO (Form Type) Incyte Corporation (Name of Issuer) Incyte Corporation (Name of Person(s) Filing Statement) Table 1: Transaction Valuation Transaction valuation Fee rate Amount of filing fee Fees to Be Paid $1,672,000,000 (1) 0.

INCY / Incyte Corporation / BAKER BROS. ADVISORS LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

 Exhibit (a)(1)(E) OFFER TO PURCHASE FOR CASH BY INCYTE CORPORATION OF UP TO $1.672 BILLION IN VALUE OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $60.00 PER SHARE NOR LESS THAN $52.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END OF THE DAY, NEW YORK CITY TIME, ON MONDAY, JUNE 10, 2024, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND

Stock Purchase Agreement, dated as of May 12, 2024, between the Company and the persons listed in Schedule I thereto (incorporated by reference to Exhibit 10.1 to the Company’s Tender Offer Statement on Schedule TO-C filed with the SEC on May 13, 2024).

Exhibit 10.1 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of May 12, 2024, by and between INCYTE CORPORATION, a Delaware corporation (the “Company”) and the persons listed on Schedule I hereto (collectively, the “Seller Affiliates”). R E C I T A L S WHEREAS, the Company intends, but has not made any public announcement of such intention, to conduct a public modifie

Revolving Note, dated February 29, 2024, by and among the Adviser and Life Sciences.

Exhibit 99.3 REVOLVING NOTE FEBRUARY 29, 2024 For value received, Baker Bros. Advisors LP (the “Borrower”), hereby promises to pay to the Person identified as a “Lender” on the signature pages hereof (the “Lender”), the aggregate unpaid principal amount of all Loans (as defined below) made by the Lender to the Borrower, together with interest thereon as set forth below, on the Maturity Date (as de

Loan Agreement, dated May 7, 2024, by and among the Adviser and 667.

Exhibit 99.1 Loan Agreement Between 667, L.P and Baker Bros. Advisors LP For value received, Baker Bros. Advisors LP (the “Management Company”) promises to pay 667, L.P. (“667”), the amounts set forth in Schedule A below, payable on the Due Date (as defined below) with interest payable through the Due Date (as defined below) at a rate of 4.55% annually. 667 is lending the Management Company these

Proceeds Agreement, dated May 7, 2024, by and among the Adviser and Julian C. Baker.

EX-99.2 3 tm2414003d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 PROCEEDS AGREEMENT AGREEMENT dated as of May 7, 2024 by and between Baker Bros. Advisors LP (the “Management Company”) and Julian Baker (the “Agent”). WHEREAS, the Agent, in his capacity as a director of Incyte Corporation (the “Company”), received non-transferable options (the “Options”) to purchase 15,000 shares of the Company common stoc

INCY / Incyte Corporation / BAKER BROS. ADVISORS LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

Incyte Reports 2024 First Quarter Financial Results and Provides Updates on Key Clinical Programs

Exhibit 99.1 FOR IMMEDIATE RELEASE Incyte Reports 2024 First Quarter Financial Results and Provides Updates on Key Clinical Programs –Total revenues of $881 million in the first quarter (Q1'24) (+9% Y/Y) –Jakafi® (ruxolitinib) net product revenues of $572 million in Q1'24, total paid patients increased +5% Y/Y; reiterating full year 2024 guidance of $2,690 - $2,750 million –Opzelura® (ruxolitinib)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2024 INCYTE CORPORATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2024 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-12400 94-3136539 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.         )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.         ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.          )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.          ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

MRUS / Merus N.V. / INCYTE CORP - SC 13G Passive Investment

SC 13G 1 tm249746d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* MERUS N.V. (Name of Issuer) Common Shares, nominal value €0.09 per share (Title of Class of Securities) N5749R100 (CUSIP Number) March 25, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropria

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (mark one) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-

Incyte Corporation Policy for Recoupment of Erroneously Awarded Compensation

Exhibit 97.1 Incyte Corporation Policy for Recoupment of Erroneously Awarded Compensation 1.INTRODUCTION The Board of Directors (the “Board”) of Incyte Corporation (the “Company”) has determined that it is in the best interests of the Company to adopt a policy (the “Policy”) providing for the Company’s recoupment of certain Incentive Compensation (as defined below) paid to Covered Employees (as de

Incyte Corporation Policy for Recoupment of Erroneously Awarded Compensation.

Exhibit 97.1 Incyte Corporation Policy for Recoupment of Incentive Compensation Adopted Effective January 1, 2018 Amended Effective June 6, 2023 1.INTRODUCTION The Board of Directors (the “Board”) of Incyte Corporation (the “Company”) has determined that it is in the best interests of the Company to adopt a policy (the “Policy”) providing for the Company’s recoupment of certain Incentive Compensat

Incyte Corporation 2024 Inducement Stock Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (File No. 333-277043)).

Exhibit 99.1 INCYTE CORPORATION 2024 INDUCEMENT STOCK INCENTIVE PLAN (Adopted on January 22, 2024) INCYTE CORPORATION 2024 Inducement Stock Incentive Plan Table of Contents Page SECTION 1. ESTABLISHMENT AND PURPOSE 1 SECTION 2. DEFINITIONS 1 (a) “Affiliate” 1 (b) “Award” 1 (c) “Board of Directors” 1 (d) “Change in Control” 1 (e) “Code” 2 (f) “Committee” 2 (g) “Corporation” 2 (h) “Consultant” 2 (i)

Form of Global Restricted Stock Unit Agreement under the Incyte Corporation 2024 Inducement Stock Incentive Plan (incorporated by reference to Exhibit 99.3 to the Company’s Registration Statement on Form S-8 (File No. 333-277043)).

Exhibit 99.3 INCYTE CORPORATION 2024 INDUCEMENT STOCK INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT AWARD You have been granted the following units representing shares of common stock of INCYTE CORPORATION (“Incyte”) under the Incyte Corporation 2024 Inducement Stock Incentive Plan, as amended (the “Plan”): Date of Grant: [Date of Grant] Name of Recipient: [Name of Recipient] Total Number of Unit

INCY / Incyte Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Incyte Corp Title of Class of Securities: Common Stock CUSIP Number: 45337C102 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 1

INCY / Incyte Corporation / DODGE & COX - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2 )* INCYTE CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 45337C102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

Incyte Reports 2023 Fourth Quarter and Year-End Financial Results, Provides 2024 Financial Guidance and Highlights R&D Priorities

Exhibit 99.1 FOR IMMEDIATE RELEASE Incyte Reports 2023 Fourth Quarter and Year-End Financial Results, Provides 2024 Financial Guidance and Highlights R&D Priorities –Total FY'23 net product and royalty revenues of $3.7 billion (+14% Y/Y); total FY'23 net product revenues of $3.2 billion (+15% Y/Y) –Jakafi® (ruxolitinib) net revenues of $2.6 billion (+8%) for FY'23; Jakafi net revenues guidance ran

As filed with the Securities and Exchange Commission on February 13, 2024.

As filed with the Securities and Exchange Commission on February 13, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware 94-3136539 (State or other jurisdiction of (I.R.S. Employer incorporation or organi

Form of Performance Share Award Agreement under the Incyte Corporation 2024 Inducement Stock Incentive Plan (incorporated by reference to Exhibit 99.4 to the Company’s Registration Statement on Form S-8 (File No. 333-277043)).

Exhibit 99.4 INCYTE CORPORATION 2024 INDUCEMENT STOCK INCENTIVE PLAN NOTICE OF PERFORMANCE SHARE AWARD You have been granted the following award of Performance Shares, representing the right to receive on a future date shares of common stock of INCYTE CORPORATION (“Incyte”) under the Incyte Corporation 2024 Inducement Stock Incentive Plan, as amended (the “Plan”): Date of Grant: [Date of Grant] Na

Calculation of Filing Fee Tables.

Exhibit 107 Calculation of Filing Fee Tables S-8 (Form Type) INCYTE CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(3) Fee Rate Amount of Registration Fee(2) Equity Common Stock, $.

Form of Global Nonstatutory Stock Option Agreement for Executive Officers under the Incyte Corporation 2024 Inducement Stock Incentive Plan (incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-8 (File No. 333-277043)).

Exhibit 99.2 Notice of Grant of Stock Options and Option Agreement Incyte Corporation ID: [ ] 1801 Augustine Cut-Off Wilmington, DE 19803 [Optionee Name] Option Number: [ ] [Optionee Address] Plan: Inducement ID: [ ] Effective , you have been granted a Nonstatutory Stock Option Agreement to buy [] shares of Incyte Corporation (Incyte) stock at $[] per share. The total option price of the shares gr

Subsidiaries of the Company.

Exhibit 21.1 SUBSIDIARIES Subsidiary Jurisdiction of Incorporation Incyte Biosciences Corporation Delaware Incyte Holdings Corporation Delaware Incyte Research Institute LLC Delaware Villaris Therapeutics Inc. Delaware Incyte International Holdings Corporation Delaware Incyte Biosciences Canada Corporation Canada Incyte International Holdings S.à r.l. Luxembourg Incyte Biosciences International S.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2024 INCYTE CORPORAT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2024 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-12400 94-3136539 (State or Other Jurisdiction of Incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (mark one) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-12

INCY / Incyte Corp. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Incyte Corp Title of Class of Securities: Common Stock CUSIP Number: 45337C102 Date of Event Which Requires Filing of this Statement: November 30, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13

Incyte Reports 2023 Third Quarter Financial Results and Provides Updates on Key Clinical Programs

Exhibit 99.1 FOR IMMEDIATE RELEASE Incyte Reports 2023 Third Quarter Financial Results and Provides Updates on Key Clinical Programs –Total revenues of $919 million in the third quarter (Q3'23) (+12% Y/Y) –Jakafi® (ruxolitinib) net product revenues of $636 million (+3% Y/Y) in Q3'23, $1.9 billion (+8% Y/Y) YTD 2023, driven by growth in total patients across all indications; tightening full year 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2023 INCYTE CORPORATI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2023 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-12400 94-3136539 (State or Other Jurisdiction of Incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2023 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-12400 (Commission File Number)

MRUS / Merus N.V / INCYTE CORP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Merus n.v. (Name of Issuer) Common Shares, nominal value €0.09 per share (Title of Class of Securities) N5749R100 (CUSIP Number) Maria E. Pasquale Executive Vice President and General Counsel Incyte Corporation 1801 Augustine Cut-Off, Wilmington, Delawar

Offer of Employment Letter, dated April 21, 2023, from the Company to Pablo J. Cagnoni (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023).

Exhibit 10.1 Revised April 21, 2023 Pablo Cagnoni, MD *** Dear Pablo, It is with great pleasure that we offer you the position of President, Research and Development at Incyte Corporation (“Incyte” or the “Company”) reporting to me. The terms of this offer are set forth in this letter. 1.Annual Salary and Bonus. Should you accept our offer, your salary will be $900,000 per year, payable on a bi-we

Incyte Reports 2023 Second Quarter Financial Results and Provides Updates on Key Clinical Programs

Exhibit 99.1 FOR IMMEDIATE RELEASE Incyte Reports 2023 Second Quarter Financial Results and Provides Updates on Key Clinical Programs –Total net product revenues of $827 million in the second quarter (Q2'23) (+25% Y/Y) –Jakafi® (ruxolitinib) net product revenues of $682 million (+14% Y/Y) in Q2'23; raising the bottom end of full year guidance to a new range of $2.58 - $2.63 billion for FY 2023 –Op

Amendment No. 1, dated as of May 10, 2023, to Revolving Credit and Guaranty Agreement dated as of August 18, 2021 among the Company, the guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent. (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023).

Exhibit 10.3 EXECUTION COPY AMENDMENT NO. 1 Dated as of May 10, 2023 to REVOLVING CREDIT AND GUARANTY AGREEMENT Dated as of August 18, 2021 THIS AMENDMENT NO. 1 (this “Amendment”) is made as of May 10, 2023 by and among Incyte Corporation, a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, the Lenders party hereto and JPMorgan Chase Bank, N.A., in its capacity as adminis

Bylaws of the Company, as amended as of July 27, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023).

Exhibit 3.1 BYLAWS OF INCYTE CORPORATION (amended as of July 27, 2023) Article I MEETINGS OF STOCKHOLDERS Section 1.Place of Meetings. All meetings of the stockholders shall be held at such place within or without the State of Delaware, or may not be held at any place, but may instead be held solely by means of remote communication, as may be fixed from time to time by the board of directors or th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2023 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-12400 94-3136539 (State or Other Jurisdiction of Incorporation) (Commission File

Calculation of Filing Fee Tables

Exhibit 107.1 Calculation of Filing Fee Tables S-8 (Form Type) INCYTE CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit(1) Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee(2) Equity Common Stock, $.001 par va

As filed with the Securities and Exchange Commission on June 30, 2023.

As filed with the Securities and Exchange Commission on June 30, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware 94-3136539 (State or other jurisdiction of (I.R.S. Employer incorporation or organizati

Calculation of Filing Fee Tables

Exhibit 107.1 Calculation of Filing Fee Tables S-8 (Form Type) INCYTE CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee(3) Equity Common Stock, $.001 par

As filed with the Securities and Exchange Commission on June 30, 2023.

As filed with the Securities and Exchange Commission on June 30, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware 94-3136539 (State or other jurisdiction of (I.R.S. Employer incorporation or organizati

1997 Employee Stock Purchase Plan of Incyte Corporation, as amended on April 13, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed June 15, 2023).

Exhibit 10.2 1997 EMPLOYEE STOCK PURCHASE PLAN OF INCYTE CORPORATION (As amended on April 13, 2023) The following constitute the provisions of the 1997 Employee Stock Purchase Plan of Incyte Corporation, as amended and restated effective November 17, 2020 and as further amended on April 13, 2023. 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Subsidia

Incyte Corporation Amended and Restated 2010 Stock Incentive Plan, as amended on April 13, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 15, 2023).

Exhibit 10.1 INCYTE CORPORATION AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN (As Amended on April 13, 2023) Table of Contents Page SECTION 1. ESTABLISHMENT AND PURPOSE 1 SECTION 2. DEFINITIONS 1 (a) “Affiliate” 1 (b) “Award” 1 (c) “Board of Directors” 1 (d) “Change in Control” 1 (e) “Code” 2 (f) “Committee” 2 (g) “Corporation” 2 (h) “Consultant” 3 (i) “Employee” 3 (j) “Exchange Act” 3 (k) “Exerc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2023 INCYTE CORPORATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2023 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-12400 (Commission File Number) 94-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 tm2318144d1defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023 INCYTE CORPORATION (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-12400 (Commission File Number) 94-313

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2023 INCYTE CORPORATION (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2023 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-12400 94-3136539 (State or Other Jurisdiction of Incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

Incyte Reports 2023 First Quarter Financial Results and Provides Updates on Key Clinical Programs

Exhibit 99.1 FOR IMMEDIATE RELEASE Incyte Reports 2023 First Quarter Financial Results and Provides Updates on Key Clinical Programs –Total net product revenues of $693 million in Q1'23 (+14% Y/Y) –Jakafi® (ruxolitinib) net product revenues of $580 million (+7% Y/Y) in Q1'23; raising the bottom end of full year guidance to new range of $2.55 - $2.63 billion for FY 2023 –Opzelura® (ruxolitinib) cre

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.                 )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.                 ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.         )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.         ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by

Loan Agreement, dated March 13, 2023, by and among the Adviser and the Funds.

Exhibit 99.1 Loan Agreement Between Baker Brothers Life Sciences, L.P., 667, L.P. and Baker Bros. Advisors LP For value received, Baker Bros Advisors LP (the “Management Company”) promises to pay Baker Brothers Life Sciences, L.P. and 667, L.P., (collectively “The Funds”), the amounts set forth in Schedule A below, payable on the Due Date (as defined below) with interest payable through the Due Da

PROCEEDS AGREEMENT

Exhibit 99.2 PROCEEDS AGREEMENT AGREEMENT dated as of March 13, 2023 by and between Baker Bros. Advisors LP (the “Management Company”) and Julian Baker (the “Agent”). WHEREAS, the Agent, in his capacity as a director of Incyte Corporation (the “Company”), received non-transferable options (the “Options”) to purchase 20,000 shares of the Company common stock (the “Stock”) according to the below Sch

INCY / Incyte Corp. / BAKER BROS. ADVISORS LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

INCY / Incyte Corporation / DODGE & COX - SC 13G/A Passive Investment

SC 13G/A 1 d650496dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* INCYTE CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 45337C102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa

INCY / Incyte Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01135-incytecorp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Incyte Corp. Title of Class of Securities: Common Stock CUSIP Number: 45337C102 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule p

CALA / Calithera Biosciences Inc / INCYTE CORP - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Calithera Biosciences, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 13089P101 (CUSIP Number) January 13, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2023 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-12400 94-3136539 (State or Other Jurisdiction of Incorporation) (Commission Fil

Subsidiaries of the Company.

Exhibit 21.1 SUBSIDIARIES Subsidiary Jurisdiction of Incorporation Incyte Biosciences Corporation Delaware Incyte Holdings Corporation Delaware Incyte Research Institute LLC Delaware Villaris Therapeutics Inc. Delaware Incyte International Holdings Corporation Delaware Incyte Biosciences Canada Corporation Canada Incyte International Holdings S.à r.l. Luxembourg Incyte Biosciences International S.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (mark one) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-12

Incyte Reports 2022 Fourth Quarter and Year-end Financial Results, Provides 2023 Financial Guidance and Updates on Key Clinical Programs

Exhibit 99.1 FOR IMMEDIATE RELEASE Incyte Reports 2022 Fourth Quarter and Year-end Financial Results, Provides 2023 Financial Guidance and Updates on Key Clinical Programs –Total FY'22 net product revenues grew 18% to $2.75 billion; total FY'22 revenues of $3.4 billion (+14% Y/Y) –Jakafi® (ruxolitinib) net revenues of $647 million (+9% Y/Y) in Q4'22 and $2.41 billion (+13%) in FY'22; Jakafi net re

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2022 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-12400 94-3136539 (State or Other Jurisdiction of Incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Incyte Reports 2022 Third Quarter Financial Results and Provides Updates on Key Clinical Programs

Exhibit 99.1 FOR IMMEDIATE RELEASE Incyte Reports 2022 Third Quarter Financial Results and Provides Updates on Key Clinical Programs ?Total net product revenues grew to $713 million (+20% Y/Y) as a result of strong Jakafi? (ruxolitinib) and Opzelura? (ruxolitinib) cream net product revenues ?Jakafi net product revenues of $620 million in Q3?22 (+13% Y/Y); raising the bottom end of full year guidan

Amendment No. 3, dated as of July 14, 2022, to Global Collaboration and License Agreement, dated October 24, 2017, by and between the Company and MacroGenics, Inc.

Exhibit 10.1 Certain identified information, marked by [***], has been excluded from the exhibit because it is both not material and is the type that the Company treats as private or confidential. AMENDMENT NO. 3 TO GLOBAL COLLABORATION AND LICENSE AGREEMENT This Amendment No. 3 to Global Collaboration and License Agreement (this ?Amendment No. 3?) is dated as of July 14, 2022, by and between INCY

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2022 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-12400 (Commission File Number)

Incyte Reports 2022 Second Quarter Financial Results and Provides Updates on Key Clinical Programs

Exhibit 99.1 ? ? ? FOR IMMEDIATE RELEASE Incyte Reports 2022 Second Quarter Financial Results and Provides Updates on Key Clinical Programs ? - Total revenues increased 29% year-over-year (Y/Y) to $911 million; total product revenues of $664 million (+15% Y/Y) - Jakafi? (ruxolitinib) net product revenues of $598 million in Q2?22 (+13% Y/Y) driven by volume growth; raising the bottom end of full ye

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

Amendment No. 2, dated as of April 7, 2022, to Global Collaboration and License Agreement, dated October 24, 2017, by and between the Company and MacroGenics, Inc.

Exhibit 10.1 Certain identified information, marked by [***], has been excluded from the exhibit because it is both not material and is the type that the Company treats as private or confidential. AMENDMENT NO. 2 TO GLOBAL COLLABORATION AND LICENSE AGREEMENT This Amendment No. 2 to Global Collaboration and License Agreement (this "Amendment No. 2") is dated as of April 7, 2022, by and between INCY

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT ? Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): August 2, 2022 ? INCYTE CORPORATION (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Delaware (State or Other Jurisdiction of Incorporation) ? 001-12400

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2022 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-12400 (Commission File Number) 94-3

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT ? Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): May 3, 2022 ? INCYTE CORPORATION (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Delaware (State or Other Jurisdiction of Incorporation) ? 001-12400 (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Incyte Reports 2022 First Quarter Financial Results and Provides Updates on Key Clinical Programs

Exhibit 99.1 ? ? ? FOR IMMEDIATE RELEASE Incyte Reports 2022 First Quarter Financial Results and Provides Updates on Key Clinical Programs ? - Total product and royalty revenues of $728 million in Q1?22 (+20% Y/Y) - Jakafi? (ruxolitinib) net product revenues of $544 million in Q1?22 (+17% Y/Y); raising the bottom end of full year guidance to new range of $2.33 to $2.40 billion - Robust uptake of O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.           )

DEF 14A 1 tm223633-1def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.           ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Us

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2022 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-12400 (Commission File Number) 94-

INCY / Incyte Corporation / BAKER BROS. ADVISORS LP - SC 13D/A Activist Investment

SC 13D/A 1 tm228745d2sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 27)* Incyte Corporation (Name of Issuer) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 45337C102 (CUSIP number) Alexandra A. Toohey Chief Financial Officer Baker Bros. Advisors LP 860 Washingto

Proceeds Agreement, dated March 8, 2022, by and among the Adviser and Julian C. Baker.

Exhibit 99.2 PROCEEDS AGREEMENT AGREEMENT dated as of March 8, 2022 by and between Baker Bros. Advisors LP (the ?Management Company?) and Julian Baker (the ?Agent?). WHEREAS, the Agent, in his capacity as a director of Incyte Corporation (the ?Company?), received non-transferable options (the ?Options?) to purchase 20,000 shares of the Company common stock (the ?Stock?) according to the below Sche

Loan Agreement, dated March 8, 2022, by and among the Adviser and the Funds.

Exhibit 99.1 Loan Agreement Between Baker Brothers Life Sciences, L.P., 667, L.P. and Baker Bros. Advisors LP For value received, Baker Bros Advisors LP (the ?Management Company?) promises to pay Baker Brothers Life Sciences, L.P. and 667, L.P., (collectively ?The Funds?), the amounts set forth in Schedule A below, payable on the Due Date (as defined below) with interest payable through the Due Da

INCY / Incyte Corporation / BAKER BROS. ADVISORS LP - SC 13D/A Activist Investment

SC 13D/A 1 tm224436d22sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 26)* Incyte Corporation (Name of Issuer) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 45337C102 (CUSIP number) Alexandra A. Toohey Chief Financial Officer Baker Bros. Advisors LP 860 Washingt

INCY / Incyte Corporation / DODGE & COX - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 0)* INCYTE CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 45337C102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th

AGEN / Agenus Inc / INCYTE CORP - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Agenus Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 00847G705 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

INCY / Incyte Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: Incyte Corp. Title of Class of Securities: Common Stock CUSIP Number: 45337C102 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule 1

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT ? Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): February 8, 2022 ? INCYTE CORPORATION (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Delaware (State or Other Jurisdiction of Incorporation) ? 001-1240

Incyte Reports 2021 Fourth Quarter and Year-end Financial Results, and Provides 2022 Financial Guidance and Updates on Key Clinical Programs

Exhibit 99.1 ? ? ? FOR IMMEDIATE RELEASE Incyte Reports 2021 Fourth Quarter and Year-end Financial Results, and Provides 2022 Financial Guidance and Updates on Key Clinical Programs - Total product and royalty revenues of $813 million (+20%) in Q4?21 and $2.891 billion (+17%) in FY?21 - Jakafi? (ruxolitinib) net product revenues of $592 million (+15%) in Q4?21 and $2.135 billion (+10%) in FY?21; J

Calculation of Filing Fees Tables

Exhibit 107.1 Calculation of Filing Fee Tables S-3 (Form Type) Incyte Corporation (Exact Name of Registrant as Specified in its Charter) Table 1:Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Fo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Subsidiaries of the Company.

EX-21.1 2 incy-20211231xex21d1.htm EX-21.1 Exhibit 21.1 SUBSIDIARIES Subsidiary Jurisdiction of Incorporation Incyte Biosciences Corporation Delaware Incyte Holdings Corporation Delaware Incyte Research Institute LLC Delaware Incyte International Holdings Corporation Delaware Incyte Biosciences Canada Corporation Canada Incyte International Holdings S.à r.l. Luxembourg Incyte Biosciences Internati

As filed with the Securities and Exchange Commission on February 8, 2022

As filed with the Securities and Exchange Commission on February 8, 2022 Registration No.

INCY / Incyte Corporation / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 24 )* Incyte Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 45337C102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2022 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-12400 (Commission File Number) 9

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT ? Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): November 2, 2021 ? INCYTE CORPORATION (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Delaware (State or Other Jurisdiction of Incorporation) ? 001-1240

Corporate Statement Regarding Opzelura™ (ruxolitinib) Cream

Exhibit 99.1 Corporate Statement Regarding Opzelura? (ruxolitinib) Cream WILMINGTON, Del. ? November 2, 2021 ? This morning, as part of our Q3 2021 earnings call, we addressed a question related to samples and commercial supply of Opzelura? (ruxolitinib) cream. As of today, we have received three product complaints related to texture. As is standard with a product report of this kind, we are follo

Revolving Credit and Guaranty Agreement, dated as of August 18, 2021, among the Company, the guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.

Exhibit 10.1 ? ? ? REVOLVING CREDIT AND GUARANTY AGREEMENT ? dated as of ? August 18, 2021, ? among ? INCYTE CORPORATION, as Borrower, ? THE GUARANTORS PARTY HERETO, ? THE LENDERS PARTY HERETO, ? JPMORGAN CHASE BANK, N.A., as Administrative Agent ? BANK OF AMERICA, N.A. and MIZUHO BANK, LTD., as Co-Syndication Agents ? ? JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A., and MIZUHO BANK, LTD., as J

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2021 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-12400 (Commission File Number) 9

Incyte Reports 2021 Third Quarter Financial Results and Provides Updates on Key Clinical Programs

Exhibit 99.1 ? ? ? FOR IMMEDIATE RELEASE Incyte Reports 2021 Third Quarter Financial Results and Provides Updates on Key Clinical Programs - Total product and royalty revenues of $778 million in Q3 2021 (+25% vs. Q3 2020); Jakafi? (ruxolitinib) revenues of $547 million in Q3 2021 (+12% vs. Q3 2020) - Three regulatory approvals including OpzeluraTM (ruxolitinib) cream in the U.S. for the treatment

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 27, 2021 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-12400 (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2021 INCYTE CORPORATIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2021 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-12400 (Commission File Number) 94

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT ? Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): August 3, 2021 ? INCYTE CORPORATION (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Delaware (State or Other Jurisdiction of Incorporation) ? 001-12400

Incyte Reports 2021 Second Quarter Financial Results and Provides Updates on Key Clinical Programs

Exhibit 99.1 ? ? ? FOR IMMEDIATE RELEASE Incyte Reports 2021 Second Quarter Financial Results and Provides Updates on Key Clinical Programs - Total product and royalty revenues of $696 million in Q2 2021 (+17% vs Q2 2020) - Jakafi? (ruxolitinib) revenues of $529 million in Q2 2021 (+12% vs Q2 2020) - Positive CHMP opinion for tafasitamab in combination with lenalidomide for the treatment of adults

As filed with the Securities and Exchange Commission on June 11, 2021.

As filed with the Securities and Exchange Commission on June 11, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware 94-3136539 (State or other jurisdiction of (I.R.S. Employer incorporation or organizati

Amended and Restated 2010 Stock Incentive Plan, as amended and restated on May 13, 2021.

Exhibit 10.1 INCYTE CORPORATION AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN (As Amended and Restated on May 13, 2021) INCYTE CORPORATION Amended and Restated 2010 Stock Incentive Plan Table of Contents Page SECTION 1. ESTABLISHMENT AND PURPOSE 1 SECTION 2. DEFINITIONS 1 (a) ?Affiliate? 1 (b) ?Award? 1 (c) ?Board of Directors? 1 (d) ?Change in Control? 1 (e) ?Code? 2 (f) ?Committee? 2 (g) ?Corpo

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2021 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-12400 (Commission File Number) 94-31

PROCEEDS AGREEMENT

Exhibit 99.2 PROCEEDS AGREEMENT AGREEMENT dated as of May 14, 2021 by and between Baker Bros. Advisors LP (the ?Management Company?) and Julian Baker (the ?Agent?). WHEREAS, the Agent, in his capacity as a director of Incyte Corporation (the ?Company?), received non-transferable options (the ?Options?) to purchase 20,000 shares of the Company common stock (the ?Stock?) according to the below Sched

Loan Agreement Between Baker Brothers Life Sciences, L.P., 667, L.P. and Baker Bros. Advisors LP

Exhibit 99.1 Loan Agreement Between Baker Brothers Life Sciences, L.P., 667, L.P. and Baker Bros. Advisors LP For value received, Baker Bros Advisors LP (the “Management Company”) promises to pay Baker Brothers Life Sciences, L.P. and 667, L.P., (collectively “The Funds”), the amounts set forth in Schedule A below, payable on the Due Date (as defined below) with interest payable through the Due Da

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 25)* Incyte Corporation (Name of Issuer) Common Stock, Par Value $0.001 Per Share (Title of Class of Securitie

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Second Amendment, dated as of January 8, 2021, to Collaboration and License Agreement entered into as of January 12, 2020 by and among the Company, MorphoSys AG and MorphoSys US, Inc.

? Exhibit 10.1 ? SECOND AMENDMENT TO COLLABORATION AND LICENSE AGREEMENT This Second Amendment (?Second Amendment?) to the Collaboration and License Agreement, (as subsequently amended, the ?Agreement?) is effective as of January 8, 2021 (the ?Effective Date?), by and between: MorphoSys AG, a German stock corporation having a place of business at Semmelweisstrasse 7, 82152 Planegg, Germany ("Morph

Quarterly Report - 10-Q

Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2021 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-12400 (Commission File Number) 94-313

Incyte Reports 2021 First Quarter Financial Results and Provides Updates on Key Clinical Programs

Exhibit 99.1 FOR IMMEDIATE RELEASE Incyte Reports 2021 First Quarter Financial Results and Provides Updates on Key Clinical Programs - Total product and royalty revenues of $605 million in Q1 2021 (+6% vs Q1 2020) - Jakafi? (ruxolitinib) revenues of $466 million in Q1 2021 (+1% vs Q1 2020); reaffirming full year guidance of $2.125-$2.20 billion - Pemazyre? (pemigatinib) now also approved in Europe

- DEFA14A

DEFA14A 1 tm2110855d3defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (

Definitive Proxy Statement on Schedule 14A filed with the SEC on April 16, 2021

Use these links to rapidly review the document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Bylaws of the Company, as amended as of February 18, 2021.

Exhibit 3.1 BYLAWS OF INCYTE CORPORATION (amended as of February 18, 2021) Article I MEETINGS OF STOCKHOLDERS Section 1. Place of Meetings. All meetings of the stockholders shall be held at such place within or without the State of Delaware, or may not be held at any place, but may instead be held solely by means of remote communication, as may be fixed from time to time by the board of directors

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2021 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-12400 (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Agenus Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) (CUS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Agenus Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 00847G705 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Incyte Corp. Title of Class of Securities: Common Stock CUSIP Number: 45337C102 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 1

1997 Employee Stock Purchase Plan of Incyte Corporation, as amended.

Exhibit 10.8 1997 EMPLOYEE STOCK PURCHASE PLAN OF INCYTE CORPORATION (As amended on November 17, 2020) The following constitute the provisions of the 1997 Employee Stock Purchase Plan of Incyte Corporation, as amended and restated effective November 17, 2020. 1.Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Co

First Amendment, dated as of July 17, 2020, to Collaboration and License Agreement entered into as of January 12, 2020 by and among the Company, MorphoSys AG and MorphoSys US Inc.

Exhibit 10.19.1 Certain identified information, marked by [***], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Confidential Information FIRST AMENDMENT TO COLLABORATION AND LICENSE AGREEMENT This First Amendment (“Amendment”) to the Collaboration and License Agreement, dated January 12, 202

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-12

Incyte Reports 2020 Fourth Quarter and Year-End Financial Results, Provides 2021 Financial Guidance and Updates on Key Clinical Programs

Exhibit 99.1 FOR IMMEDIATE RELEASE Incyte Reports 2020 Fourth Quarter and Year-End Financial Results, Provides 2021 Financial Guidance and Updates on Key Clinical Programs - Total FY revenues of $2.67 billion (+24% y/y); total FY product and royalty revenues increased 18% to $2.46 billion; three new FDA approvals in 2020 - Jakafi®(ruxolitinib) FY revenue increased to $1.94 billion (+15% y/y); Jaka

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2021 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-12400 (Commission File Number) 9

Subsidiaries of the Company.

Exhibit 21.1 SUBSIDIARIES Subsidiary Jurisdiction of Incorporation Incyte Biosciences Corporation Delaware Incyte Holdings Corporation Delaware Incyte Research Institute LLC Delaware Incyte International Holdings Corporation Delaware Incyte Biosciences Canada Corporation Canada Incyte International Holdings S.à r.l. Luxembourg Incyte Biosciences International S.à r.l. Switzerland Incyte Bioscience

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 23 )* Incyte Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 45337C102 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

Under the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Merus n.v. (Name of Issuer) Common Shares, nominal value €0.09 per share (Title of Class of Securities) N5749R100 (CUSIP Number) Maria E. Pasquale Executive Vice President and General Counsel Incyte Corporation 1801 Augustine Cut-Off, Wilmington, Delawar

Under the Securities Exchange Act of 1934 (Amendment No. _)* Merus n.v. (Name of Issuer) Common Shares, nominal value €0.09 per share (Title of Class of Securities) (CUSIP Number) Maria E. Pasquale Executive Vice President and General Counsel Incyte

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Merus n.v. (Name of Issuer) Common Shares, nominal value €0.09 per share (Title of Class of Securities) N5749R100 (CUSIP Number) Maria E. Pasquale Executive Vice President and General Counsel Incyte Corporation 1801 Augustine Cut-Off, Wilmington, Delaware

Form of Global Stock Option Agreement for Executive Officers under the Incyte Corporation Amended and Restated 2010 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020).

Exhibit 10.1 Notice of Grant of Stock Options and Option Agreement Incyte Corporation ID: [] 1801 Augustine Cut-Off Wilmington, DE 19803 [Optionee Name] Option Number: [ ] [Optionee Address] Plan: 2010 ID: [ ] Effective , you have been granted [an Incentive/ a Nonstatutory] Stock Option Agreement to buy [] shares of Incyte Corporation (Incyte) stock at $[] per share. The total option price of the

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Form of Performance Share Award Agreement under the Incyte Corporation Amended and Restated 2010 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020).

Exhibit 10.3 INCYTE CORPORATION AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN NOTICE OF PERFORMANCE SHARE AWARD You have been granted the following award of Performance Shares, representing the right to receive on a future date shares of common stock of INCYTE CORPORATION (“Incyte”) under the Incyte Corporation Amended and Restated 2010 Stock Incentive Plan, as amended (the “Plan”): Date of Grant

Results of Operations and Financial Condition - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2020 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-12400 (Commission File Number) 9

Incyte Reports 2020 Third Quarter Financial Results and Provides Updates on Key Clinical Programs

Exhibit 99.1 FOR IMMEDIATE RELEASE Incyte Reports 2020 Third Quarter Financial Results and Provides Updates on Key Clinical Programs - Total product and royalty revenues of $621 million (+16% vs Q3 2019) for the quarter ended September 30, 2020; Jakafi® (ruxolitinib) revenues of $488 million in Q3 2020 (+13% vs Q3 2019); Incyte tightens full year 2020 Jakafi revenue guidance to a range of $1.910 t

Form of Global Restricted Stock Unit Award Agreement under the Incyte Corporation Amended and Restated 2010 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020).

Exhibit 10.2 INCYTE CORPORATION AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT AWARD You have been granted the following units representing shares of common stock of INCYTE CORPORATION (“Incyte”) under the Incyte Corporation Amended and Restated 2010 Stock Incentive Plan, as amended (the “Plan”): Date of Grant: [Date of Grant] Name of Recipient: [Name of Recipient]

Letter Agreement, dated May 13, 2020, between the Company and Eli Lilly and Company, together with related Letter of Understanding, dated March 5, 2020, between the Company and Eli Lilly and Company, each relating to License, Development and Commercialization Agreement entered into as of December 18, 2009 by and between the Company and Eli Lilly and Company (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020).

Exhibit 10.1 Certain identified information, marked by [***], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Incyte Corporation 1801 Augustine Cut-Off Wilmington, DE 19803 Tel 302.498.6700 Web www.incyte.com May 13, 2020 Anabela Cardoso Global Brand Development Leader, Immunology Eli Lilly a

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2020 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-12400 (Commission File Number) 94-

Incyte Reports 2020 Second Quarter Financial Results and Provides Updates on Key Clinical Programs

Exhibit 99.1 FOR IMMEDIATE RELEASE Incyte Reports 2020 Second Quarter Financial Results and Provides Updates on Key Clinical Programs - Total product and royalty revenues of $593 million (+16% vs Q2 2019) for the quarter ended June 30, 2020; Jakafi® (ruxolitinib) revenues of $474 million in Q2 2020 (+16% vs Q2 2019) - Monjuvi® (tafasitamab-cxix; collaboration with MorphoSys) approved by U.S. FDA;

- FORM S-8

As filed with the Securities and Exchange Commission on June 15, 2020. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware 94-3136539 (State or other jurisdiction of (I.R.S. Employer incorporation or organizati

10.1 1997 Employee Stock Purchase Plan of Incyte Corporation, as amended.

Exhibit 10.1 1997 EMPLOYEE STOCK PURCHASE PLAN OF INCYTE CORPORATION (As amended on April 14, 2020) The following constitute the provisions of the 1997 Employee Stock Purchase Plan of Incyte Corporation, as amended and restated effective November 5, 2014 and as further amended on March 16, 2016 and April 14, 2020. 1. Purpose. The purpose of the Plan is to provide employees of the Company and its D

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2020 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-12400 (Commission File Number) 94-31

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2020 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-12400 (Commission File Number) 94-31

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

Collaboration and License Agreement entered into as of January 12, 2020 by and among the Company, MorphoSys AG and MorphoSys US Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020).

Exhibit 10.1 Certain identified information, marked by [***], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. EXECUTION VERSION CONFIDENTIAL COLLABORATION AND LICENSE AGREEMENT This collaboration and license agreement ("Agreement") is made and entered into effective as of January 12, 2020 (th

Incyte Reports 2020 First Quarter Financial Results and Provides Updates on Key Clinical Programs

Exhibit 99.1 FOR IMMEDIATE RELEASE Incyte Reports 2020 First Quarter Financial Results and Provides Updates on Key Clinical Programs - Total product and royalty revenues of $569 million (+24% vs Q1 2019) for the quarter ended March 31, 2020; Jakafi® (ruxolitinib) revenues of $459 million in Q1 2020 (+22% vs Q1 2019) - PemazyreTM (pemigatinib) approved by FDA as first targeted treatment for adults

Amendment, dated as of March 20, 2020, to the Collaboration and License Agreement entered into as of November 24, 2009, by and between the Company and Novartis International Pharmaceutical Ltd. (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020).

Exhibit 10.2 EXECUTION VERSION AMENDMENT NO. 5 TO COLLABORATION AND LICENSE AGREEMENT THIS AMENDMENT NO. 5 TO COLLABORATION AND LICENSE AGREEMENT (this “Amendment No. 5”) is entered into as of the 20th day of March, 2020 (the “Effective Date”), by and between Incyte Corporation, a Delaware corporation having an office at 1801 Augustine Cut-Off, Wilmington, Delaware (“Incyte”), and Novartis Interna

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2020 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-12400 (Commission File Number) 94-313

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

INCY / Incyte Corp. / Baker Brothers Advisors LP - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

PROCEEDS AGREEMENT

Exhibit 99.2 PROCEEDS AGREEMENT AGREEMENT dated as of April 27, 2020 by and between Baker Bros. Advisors LP (the “Management Company”) and Julian Baker (the “Agent”). WHEREAS, the Agent, in his capacity as a director of Incyte Corporation (the “Company”), received non-transferable options (the “Options”) to purchase 20,000 shares of the Company common stock (the “Stock”) according to the below Sch

Loan Agreement Between Baker Brothers Life Sciences, L.P., 667, L.P. and Baker Bros. Advisors LP

Exhibit 99.1 Loan Agreement Between Baker Brothers Life Sciences, L.P., 667, L.P. and Baker Bros. Advisors LP For value received, Baker Bros Advisors LP (the “Management Company”) promises to pay Baker Brothers Life Sciences, L.P. and 667, L.P., (collectively “The Funds”), the amounts set forth in Schedule A below, payable on the Due Date (as defined below) with interest payable through the Due Da

-

letterfinal.htm - sixteen SECURITIES & EXCHANGE COMMISSION WASHINGTON, D.C. 20549 NOTICE OF EXEMPT SOLICITATION NAME OF REGISTRANT: Incyte Corporation NAME OF PERSON RELYING ON EXEMPTION: Dundas I. Flaherty ADDRESS OF PERSON RELYING ON EXEMPTION: 3749 Malibu Vista Drive, Malibu, California 92065 Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2020 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-12400 (Commission File Number) 94-

INCY / Incyte Corp. DEF 14A - - DEF 14A

Use these links to rapidly review the document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

-

INCYTE CORPORATION 1801 Augustine Cut-Off Wilmington, DE 19803 (302) 498-6700 Telecopier: (302) 425-2707 April 7, 2020 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2020 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-12400 (Commission File Number) 94-

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2020 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-12400 (Commission File Number)

Incyte Reports 2019 Fourth Quarter and Year-End Financial Results and Provides 2020 Financial Guidance and Updates on Key Clinical Programs

Exhibit 99.1 FOR IMMEDIATE RELEASE Incyte Reports 2019 Fourth Quarter and Year-End Financial Results and Provides 2020 Financial Guidance and Updates on Key Clinical Programs - Total product and royalty revenues of $579 million (+24%) in 4Q 2019 and $2.1 billion (+22%) for the full year 2019; Jakafi® (ruxolitinib) revenues of $466 million (+23%) in 4Q 2019 and $1.7 billion (+21%) for the full year

Subsidiaries of the Company.

Exhibit 21.1 SUBSIDIARIES Subsidiary Jurisdiction of Incorporation Incyte Biosciences Corporation Delaware Incyte Holdings Corporation Delaware Incyte Biosciences Canada Corporation Canada Incyte International Holdings Corporation Delaware Incyte Research Institute LLC Delaware Mighty Oak Insurance Company Delaware Incyte International Holdings S.à r.l. Luxembourg Incyte Biosciences International

Description of Registrant’s Securities Registered under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019).

Exhibit 4.3 INCYTE CORPORATION DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Incyte Corporation, a Delaware corporation (“we,” “us” or “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934: our common stock, $.001 par value per share. The general terms and provisions of our common stock are summarized be

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-12

INCY / Incyte Corp. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: Incyte Corp Title of Class of Securities: Common Stock CUSIP Number: 45337C102 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13

INCY / Incyte Corp. / VANGUARD SPECIALIZED FUNDS - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Incyte Corp Title of Class of Securities: Common Stock CUSIP Number: 45337C102 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13

INCY / Incyte Corp. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 22 )* Incyte Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 45337C102 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

MorphoSys and Incyte Sign Global Collaboration and License Agreement for Tafasitamab - MorphoSys and Incyte to co-commercialize tafasitamab in the U.S. - Incyte has exclusive commercialization rights outside of the U.S. - MorphoSys and Incyte to host

Exhibit 99.1 Media Release Planegg/Munich, Germany, and Wilmington, Delaware, U.S., January 13, 2020 MorphoSys and Incyte Sign Global Collaboration and License Agreement for Tafasitamab - MorphoSys and Incyte to co-commercialize tafasitamab in the U.S. - Incyte has exclusive commercialization rights outside of the U.S. - MorphoSys and Incyte to host joint conference call on January 13, 2020 at 7:0

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2020 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-12400 (Commission File Number) 9

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2019 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-12400 (Commission File Number)

License, Development and Commercialization Agreement, entered into as of December 18, 2009, by and between the Company and Eli Lilly and Company (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019).

Exhibit 10.2 EXTENSION OF CONFIDENTIAL TREATMENT REQUESTED: Certain identified information, marked by [***], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. An extension of confidential treatment for such information has been requested. An unredacted version of this document has been filed se

Amended and Restated Employment Agreement between the Company and Hervé Hoppenot, dated as of October 25, 2019 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019).

Exhibit 10.3 EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) by and between INCYTE CORPORATION, a Delaware corporation (the “Company”), and Hervé Hoppenot (the “Executive”), dated as of the 25th day of October, 2019. The Board of Directors of the Company (the “Board”), has determined that it is in the best interests of the Company and its stockholders to assur

Amendment, dated as of April 5, 2016, to Collaboration and License Agreement entered into as of November 24, 2009, by and between the Company and Novartis International Pharmaceutical Ltd. (incorporated by reference to Exhibit 10.1.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019).

Exhibit 10.1.1 EXTENSION OF CONFIDENTIAL TREATMENT REQUESTED: Certain identified information, marked by [***], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. An extension of confidential treatment for such information has been requested. An unredacted version of this document has been filed

Collaboration and License Agreement entered into as of November 24, 2009, by and between the Company and Novartis International Pharmaceutical Ltd. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019).

Exhibit 10.1 EXTENSION OF CONFIDENTIAL TREATMENT REQUESTED: Certain identified information, marked by [***], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. An extension of confidential treatment for such information has been requested. An unredacted version of this document has been filed se

Third Amendment, entered into effective March 31, 2016, to License, Development and Commercialization Agreement entered into as of December 18, 2009, by and between the Company and Eli Lilly and Company (incorporated by reference to Exhibit 10.2.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019).

Exhibit 10.2.2 CONFIDENTIAL TREATMENT MATERIAL EXTENSION OF CONFIDENTIAL TREATMENT REQUESTED: Certain identified information, marked by [***], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. An extension of confidential treatment for such information has been requested. An unredacted version

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Amendment, dated June 22, 2010, to License, Development and Commercialization Agreement entered into as of December 18, 2009, by and between the Company and Eli Lilly and Company (incorporated by reference to Exhibit 10.2.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019).

Exhibit 10.2.1 EXTENSION OF CONFIDENTIAL TREATMENT REQUESTED: Certain identified information, marked by [***], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. An extension of confidential treatment for such information has been requested. An unredacted version of this document has been filed

Incyte Reports 2019 Third Quarter Financial Results and Provides Updates on Key Clinical Programs

Exhibit 99.1 Incyte Reports 2019 Third Quarter Financial Results and Provides Updates on Key Clinical Programs - Total product and royalty revenues of $534 million (+24% vs. Q3 2018) and Jakafi® (ruxolitinib) revenues of $433 million (+25% vs. Q3 2018) for the quarter ended September 30, 2019; raising full year 2019 Jakafi revenue guidance to a new range of $1.65-1.68 billion - Multiple positive d

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2019 INCYTE CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-12400 (Commission File Number) 9