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Notice of Grant of Stock Options and Option Agreement

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Incyte Corporation

ID: []

1801 Augustine Cut-Off

Wilmington, DE 19803

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[Optionee Name]

Option Number:

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[Optionee Address]

Plan:

2010

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ID:

[ ]

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Effective <Date>, you have been granted [an Incentive/ a Nonstatutory] Stock Option Agreement to buy [______] shares of Incyte Corporation (Incyte) stock at $[______] per share.

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The total option price of the shares granted is $[_______].

Shares in each period will become fully vested on the date shown.

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Shares

Vest Type

Full Vest

Expiration

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You and Incyte agree that these options are granted under and governed by the terms and conditions of Incyte’s Amended and Restated 2010 Stock Incentive Plan and the Global Stock Option Agreement that can be reviewed by clicking the link provided above. By accepting this Notice, you are agreeing to all of those terms and conditions.

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When you accept this Notice, Incyte may email all documents related to the Plan or this award to you. Incyte may also deliver these documents by posting them on a website maintained by Incyte or by a third party under contract with Incyte. If Incyte posts these documents on a website, you will be notified.

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[Incentive/ Nonstatutory] Stock Option

[For incentive stock options]  This option is intended to be an incentive stock option under section 422 of the Internal Revenue Code and will be interpreted accordingly.

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[For nonstatutory stock options]  This option is not intended to be an incentive stock option under section 422 of the Internal Revenue Code.

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Vesting

[Installment vesting]  Your right to exercise this option vests in [37] installments over a [4]-year period, as shown on the Notice of Grant of Stock Options (the “grant notice”).  The first installment consists of [25]% of the total number of shares covered by this option.  It becomes exercisable on the “full vest” date shown on the grant notice.  Each of the subsequent installments consists of [2.08333]% of the total number of shares covered by this option.  The subsequent installments become exercisable at the end of each of the [36] months following the full vest date of the first installment.  The number of shares in each installment will be rounded to the nearest whole number.  No additional shares subject to this option will vest after your service as an employee, director, consultant or advisor of Incyte (or any subsidiary) has terminated for any reason, except as provided below under “Change in Control.”

[Cliff vesting]  Your right to exercise this option vests on a “cliff” basis over a [4]-year period, as shown on the Notice of Grant of Stock Options (the “grant notice”).  The option vests and becomes exercisable in full on the [4th] anniversary of the Date of Grant, which is the “full vest” date shown on the grant notice.  If your service with Incyte terminates for any reason prior to the full vest date, no portion of this option will vest or be exercisable, except as provided below under “Change in Control.”

Term

Your option will expire in any event at the close of business at Incyte headquarters on the day before the [10^th] anniversary of the Date of Grant, as shown on the grant notice.  (It will expire earlier if your service terminates, as described below.)

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Regular Termination or Disability

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If your service as an executive officer or director of Incyte terminates for any reason other than death, your option will expire at the close of business at Incyte headquarters on whichever of the following dates applies to you:

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If your service as an employee (other than as an executive officer), consultant or advisor of Incyte (or any subsidiary) terminates for any reason other than death, your option will expire at the close of business at Incyte headquarters on whichever of the following dates applies to you:

“Total and permanent disability” means that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted, or can be expected to last, for a continuous period of not less than one year.

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Incyte determines when your service terminates for any purpose under this option award and the Plan.

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[For incentive stock options only]  If you exercise your options more than 1 year after your service terminates due to total and permanent disability or 90 days after your service terminates due to full retirement, you should consult a tax advisor before exercising these options as such options may no longer qualify as incentive stock options.

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Death

If you die while serving as an executive officer or director of Incyte, then your option will expire at the close of business at Incyte headquarters on the date 24 months after the date of death.  During that 24-month period, your estate or heirs may exercise the vested portion of your option.

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If you die while serving as an employee (other than as an executive officer), consultant or advisor of Incyte (or any subsidiary), then your option will expire at the close of business at Incyte headquarters on the date 6 months after the date of death.  During that 6-month period, your estate or heirs may exercise the vested portion of your option.

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Leaves of Absence

For purposes of this option, your service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by Incyte in writing and the terms of the leave or applicable law requires continued service crediting.  But your service terminates in any event when the approved leave ends, unless you immediately return to active work.

Incyte determines which leaves count for this purpose and the date the approved leave ends.

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Restrictions on Exercise

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Incyte will not permit you to exercise this option if the committee designated by the Board of Directors to administer the Plan (the “Committee”) determines, in its sole and absolute discretion, that the issuance of shares at that time could violate any law or regulation.

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Notice of Exercise

When you wish to exercise this option, you must notify Incyte by filing the proper “Notice of Exercise” form at the address given on the form or according to such other exercise procedures established by Incyte at the time of exercise (which may be electronic and may be on the platform of a third-party under contract with Incyte).  Your notice must specify how many shares you wish to purchase.  Your notice must also specify how your shares should be registered (in your name only or in your and your spouse’s names as community property or as joint tenants with right of survivorship, in jurisdictions where such registrations may be lawful).  Incyte will determine whether your proposed registration is valid.  If your proposed registration is valid, the notice will be effective when it is received by Incyte.

If someone else wants to exercise this option after your death, that person must prove to Incyte’s satisfaction that he or she is entitled to do so.

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Form of Payment

When you submit your notice of exercise, you must include payment of the option price, as shown in the grant notice, for the shares you are

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purchasing.  Payment may be made in one (or a combination of two or more) of the following forms:

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A form of payment will not be available if the Committee determines, in its sole and absolute discretion, that such form of payment could violate any law or regulation.

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Responsibilities for Taxes

Regardless of any action taken by Incyte or, if different, your employer, the ultimate liability for all income tax (including U.S. federal, state, and local taxes and/or non-U.S. taxes), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (the “Tax-Related Items”) is and remains your responsibility and may exceed the amount, if any, withheld by Incyte or your employer.

Incyte and your employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items, and (ii) do not commit to and are under no obligation to reduce or eliminate your liability for Tax-Related Items or to structure the terms of this option to achieve any particular tax result.

If you become subject to taxation in more than one jurisdiction, Incyte and/or your employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to any taxable or tax withholding event, you will make arrangements satisfactory to Incyte and your employer so that Incyte and your employer can fulfill any withholding obligations for Tax-Related Items. Incyte shall not be required to issue any shares or

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deliver the proceeds of the sale of any shares until such obligations are satisfied.

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In this regard, Incyte and/or your employer, or their respective agents, at their discretion, may fulfill any applicable withholding obligations for Tax-Related Items by one or a combination of the following:  

If the obligation for Tax-Related Items is satisfied by withholding shares, for tax purposes, you will be deemed to have been issued the full number of shares subject to the exercised option, notwithstanding that a number of shares are withheld to pay the Tax-Related Items.

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Incyte may withhold or account for Tax-Related Items by considering statutory withholding rates or other applicable withholding rates, including up to the maximum applicable rate in your jurisdiction to the extent permitted under the Plan.  In the event any over-withholding results from the application of statutory or other withholding rates, you may receive a refund from your employer or you may be required to request a refund from the tax authorities in your country, but you will not be entitled to any interest or to the equivalent amount in shares.  In the event any under-withholding results from the application or statutory or other withholding rates, you may be required to pay additional amounts to the tax authorities in your country.

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[Notice of Share Disposition]

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[For incentive stock options only]  If you sell or dispose of any shares acquired pursuant to this Agreement on or before the later of (i) 2 years after the Date of Grant, or (ii) 1 year after the exercise date, you shall immediately notify Incyte in writing of such disposition.

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Restrictions on Resale

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By accepting the grant notice, you agree not to sell any option shares at a time when applicable laws or Incyte policies prohibit a sale.  This restriction will apply as long as you are an employee, director, consultant or advisor of Incyte (or any subsidiary).

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Change in Control

The following provisions will apply in the event a Change in Control (as defined in the Plan) occurs while this option is outstanding and you are still performing service as an employee, director, consultant or advisor of Incyte (or any parent or subsidiary).  For purposes of these provisions, Incyte or any parent or subsidiary for which you are performing services is referred to as the “Employer.”

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If this Agreement is not assumed or replaced with a new comparable award (with the determination of comparability to be made by the Committee), then there would be full accelerated vesting of this option upon the Change in Control.

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If this Agreement is assumed or replaced with a new comparable award, then this option (or such comparable award) would vest in full if within one year following the Change in Control your service for the Employer is terminated without Cause or is Constructively Terminated.

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For purposes of this Agreement, “Cause” shall mean

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(i) in the case where there is no employment agreement, consulting agreement, change in control agreement or similar agreement or plan in effect between Incyte and you on the date specified in the grant notice (or where there is such an agreement or plan but it does not define “cause” (or words of like import)):  (A) your continued failure to perform your duties with the Employer (other than any such failure resulting from incapacity due to physical or mental illness or total and permanent disability, which incapacity has been recognized as such by the Committee or its designee); (B) engagement in illegal conduct, gross misconduct or dishonesty that is injurious to the Employer or its affiliates; (C) unauthorized disclosure or misuse of any of the Employer’s secret, confidential or proprietary information, knowledge or data relating to the Employer or its affiliates; or (D) violation of any of the employee policies or procedures of the Employer; or

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(ii) in the case where there is an employment agreement, consulting agreement, change in control agreement or similar agreement or plan in effect between Incyte and you on the date specified in the grant notice that defines “cause” (or words of like import), as defined under such agreement or plan.

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For purposes of this Agreement, “Constructive Termination” shall mean

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(i) in the case where there is no employment agreement, consulting agreement, change in control agreement or similar agreement or plan in effect between Incyte and you on the date specified in the grant notice (or where there is such an agreement or plan but it does not define “constructive termination” (or words of like import)):  (A) the assignment to you of any duties fundamentally inconsistent with your position, authority, duties or responsibilities as in effect immediately prior to a Change in Control (or any other action by the Employer that results in a fundamental diminishment in such position, authority, duties or responsibilities as in effect immediately prior to a Change in Control), provided that neither a mere change in title alone nor reassignment to a position that is substantially similar to the position held prior to the Change in Control shall constitute fundamental diminishment; (B) the Employer requiring you to be based at any office or location more than 50 miles from the office or location where you are based immediately prior to the Change in Control; or (C) any reduction in your annual base salary or target bonus opportunity (if any) from that which exists immediately prior to a Change in Control; or

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(ii) in the case where there is an employment agreement, consulting agreement, change in control agreement or similar agreement or plan in effect between Incyte and you on the date specified in the grant notice that defines “constructive termination” (or words of like import), as defined under such agreement or plan.

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Transfer of Option

Prior to your death, only you may exercise this option.  You cannot transfer or assign this option.  For instance, you may not sell this option or use it as security for a loan.  If you attempt to do any of these things, this option will immediately become invalid.  You may, however, designate a family member or family trust as your beneficiary to exercise this option after your death (your designation must be in writing and delivered to Incyte), or you may dispose of this option in your will. Incyte has the sole and absolute discretion to determine whether any beneficiary designation or will is valid for purposes of the transfer of this option following your death.

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Regardless of any marital property settlement agreement, Incyte is not obligated to honor a notice of exercise from your former spouse, nor is Incyte obligated to recognize your former spouse’s interest in your option in any way.

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Retention Rights

Neither your option nor this Agreement gives you the right to be retained by Incyte (or any subsidiaries) in any capacity.  Incyte (and any subsidiaries) reserve the right to terminate your service at any time, with or without cause.

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Stockholder Rights

You, or your estate or heirs, have no rights as a stockholder of Incyte until a certificate for your option shares has been issued.  No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued, except as described in the Plan.

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Recovery and Reimbursement of Option Gain

Incyte shall have the right to recover, or receive reimbursement for, any compensation or profit realized by the exercise of this option or by the disposition of any option shares to the extent Incyte has such a right of recovery or reimbursement under applicable securities laws.

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Adjustments

In the event of a stock split, a stock dividend or a similar change in Incyte stock, the number of shares covered by this option and the exercise price per share may be adjusted pursuant to the Plan.

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Jurisdiction-Specific Provisions

Additional or different terms and conditions and/or information with respect to this option may be included in an appendix to this Agreement. The appendices constitute part of this Agreement.

This option is subject to any terms and conditions for your jurisdiction set forth in Appendix A to this Agreement (“Appendix A”). If you transfer residence and/or employment to a country reflected in Appendix A, the terms and conditions for such country will apply to you to the extent Incyte determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. In addition, Incyte may impose other requirements on this option and require you to sign additional agreements or undertakings that Incyte determines may be necessary or advisable for legal or administrative reasons to accomplish the grant of this option or the issuance of the securities issuable upon exercise of this option.

Information regarding the use of personal data in connection with the Plan is set forth in Appendix B to this Agreement (“Appendix B”).

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Applicable Law

This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to its choice of law provisions).

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Venue

Any and all disputes relating to, concerning or arising from this Agreement, or relating to, concerning or arising from the relationship between you and Incyte evidenced by this option or this Agreement, shall be brought and heard exclusively in the United States District Court for the District of Delaware or the Delaware Superior Court, New Castle County.  You hereby represent and agree that you are subject to the personal jurisdiction of said courts, irrevocably consent to the jurisdiction of such courts in any legal or equitable proceedings related

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to, concerning or arising from such dispute, and waive, to the fullest extent permitted by law, any objection which you may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum.

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The Plan and Other Agreements

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The text of the Incyte Corporation Amended and Restated 2010 Stock Incentive Plan (the “Plan”) is incorporated in this Agreement by reference.  All capitalized terms not defined in this Agreement are subject to definition under the Plan.  If there is any discrepancy between the terms and conditions of this Agreement and the terms and conditions of the Plan, the terms and conditions of the Plan shall control.

This Agreement, the grant notice and the Plan constitute the entire understanding between you and Incyte regarding this option.  Any prior agreements, commitments or negotiations concerning this option are superseded.  This Agreement may be amended by the Committee without your consent; however, if any such amendment would materially impair your rights or obligations under the Agreement, this Agreement may be amended only by another written agreement signed by you and Incyte.