Baker Julian – Material Contracts Watch

from SC 13D/A 6 pages Such Holder Shall Sell and Transfer to the Company, and the Company Shall Purchase From Such Holder, on the Closing Date (As Such Term Is Hereinafter Defined), the Aggregate Principal Amount of the Company’s 2015 Senior Notes Beneficially Owned by the Holder and Corresponding to Such Holder’s Name as Set Forth on Schedule I Hereto (As to Each Holder, the “Seller Notes”) in Exchange for the Aggregate Purchase Price in Cash Equal to the Aggregate Purchase Price of $24,995,714.48 (Which Represents $4,326.01 for the Purchase of Each $1,000 Principal Amount and Accrued but Unpaid Interest With Respect to the Seller Notes), With Such Aggregate Amount to Be Payable Among Each Holder in the Amounts Set Forth on Schedule I Hereto (The “Purchase Price”)

from SC 13D/A 6 pages A. Such Holder Shall Sell and Transfer to the Company, and the Company Shall Purchase From Such Holder, on the Closing Date (As Such Term Is Hereinafter Defined), the Aggregate Principal Amount of the Company’s 2015 Senior Notes Beneficially Owned by the Holder and Corresponding to Such Holder’s Name as Set Forth on Schedule I Hereto (As to Each Holder, the “Seller Notes”) in Exchange for the Aggregate Purchase Price in Cash Equal to the Aggregate Purchase Price of $474,998,602.12 (Which Represents $4,258.78 for the Purchase of Each $1,000 Principal Amount and Accrued but Unpaid Interest With Respect to the Seller Notes), With Such Aggregate Amount to Be Payable Among Each Holder in the Amounts Set Forth on Schedule I Hereto (The “Purchase Price”)

from SC 13D/A 9 pages Reference Is Hereby Made to the $250,000,000 Aggregate Principal Amount of the 0.375% Convertible Senior Notes Due 2018 and $250,000,000 Aggregate Principal Amount of the 1.25% Convertible Senior Notes Due 2020 (Collectively, the “Notes”) of Incyte Corporation (The “Company”) Which 667, L.P., Baker Brothers Life Sciences, L.P. and 14159, L.P. (Collectively, the “Bba Funds”) Have Agreed to Purchase. Capitalized Terms Used Herein and Not Otherwise Defined Shall Have the Meaning Set Forth in the Indentures Relating to the Notes by and Between the Company and U.S. Bank National Association, as Trustee, to Be Dated as of Closing Date of the Sale and Issuance the Notes (The “Indentures”). in Consideration of the Mutual Covenants and Agreements of the Parties Herein, the Bba Funds and the Company Agree as Follows

from SC 13D/A 3 pages Form of Lock-Up Letter January 2, 2013

from SC 13D/A 3 pages Lock-Up Letter July 9, 2012

from SC 13D/A 3 pages Lock-Up Letter July 9, 2012