Incyte Corp. Watch

from 8-K 27 pages Incyte Corporation Common Stock ($.001 Par Value Per Share) Underwriting Agreement

from SC 13D/A 8 pages Reference Is Hereby Made to the $160,000,000 Aggregate Principal Amount of the 4.75% Convertible Senior Notes Due 2015 (The “Notes”) of Incyte Corporation (The “Company”) Which Baker/Tisch Investments, L.P., Baker Bros. Investments II, L.P., 667, L.P., Baker Brothers Life Sciences, L.P. and 14159, L.P. (Collectively, the “Baker Brothers”) Have Agreed to Purchase. Capitalized Terms Used Herein and Not Otherwise Defined Shall Have the Meaning Set Forth in the Indenture 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 “Indenture”). in Consideration of the Mutual Covenants and Agreements of the Parties Herein, the Baker Brothers and the Company Agree as Follows

from 8-K 24 pages Incyte Corporation Common Stock ($.001 Par Value Per Share) Underwriting Agreement

from 8-K 29 pages Incyte Corporation Common Stock ($.001 Par Value Per Share) Underwriting Agreement

from 8-K 26 pages 9,000,000 Shares Incyte Corporation Common Stock (Par Value $0.001 Per Share) Underwriting Agreement

from SC 13G/A 1 page Exhibit 1.1 Joint Filing Agreement the Undersigned Hereby Agree That the Statement on This Schedule 13g/A, Dated February 14, 2003, (The "Schedule 13g/A"), With Respect to the Common Stock, Par Value $0.001 Per Share, of Incyte Genomics Inc. Is Filed on Behalf of Each of US Pursuant to and in Accordance With the Provisions of Rule 13d-1(k) Under the Securities and Exchange Act of 1934, as Amended, and That This Agreement Shall Be Included as an Exhibit to This Schedule 13g/A. Each of the Undersigned Agrees to Be Responsible for the Timely Filing of the Schedule 13g/A, and for the Completeness and Accuracy of the Information Concerning Itself Contained Therein. This Agreement May Be Executed in Any Number of Counterparts, All of Which Taken Together Shall Constitute One and the Same Instrument. in Witness Whereof, the Undersigned Have Executed This Agreement as of the 14th Day of February, 2003. Orbimed Advisors Inc. By: /S/ Samuel D. Isaly Name: Samuel D. Isaly Title: President Orbimed Advisors LLC By: /S/ Samuel D. Isaly Name: Samuel D. Isaly Title: President of Managing Member, Orbimed Advisors Inc. Orbimed Capital LLC By: /S/ Samuel D. Isaly Name: Samuel D. Isaly Title: Managing Member By: /S/ Samuel D. Isaly Name: Samuel D. Isaly

from SC 13G 1 page Exhibit 1.1 Joint Filing Agreement the Undersigned Hereby Agree That the Statement on This Schedule 13g, Dated October 4, 2001, (The "Schedule 13g"), With Respect to the Common Stock, Par Value $0.001 Per Share, of Incyte Genomics Inc. Is Filed on Behalf of Each of US Pursuant to and in Accordance With the Provisions of Rule 13d-1(k) Under the Securities and Exchange Act of 1934, as Amended, and That This Agreement Shall Be Included as an Exhibit to This Schedule 13g. Each of the Undersigned Agrees to Be Responsible for the Timely Filing of the Schedule 13g, and for the Completeness and Accuracy of the Information Concerning Itself Contained Therein. This Agreement May Be Executed in Any Number of Counterparts, All of Which Taken Together Shall Constitute One and the Same Instrument. in Witness Whereof, the Undersigned Have Executed This Agreement as of the 4th Day of October, 2001. Orbimed Advisers Inc. By: /S/ Samuel D. Isaly Name: Samuel D. Isaly Title: President Orbimed Advisors LLC By: /S/ Samuel D. Isaly Name: Samuel D. Isaly Title: Managing Member

from SC 13G 1 page Exhibit 1.1 Joint Filing Agreement the Undersigned Hereby Agree That the Statement on This Schedule 13g, Dated October 4, 2001, (The "Schedule 13g"), With Respect to the Common Stock, Par Value $0.001 Per Share, of Incyte Genomics Inc. Is Filed on Behalf of Each of US Pursuant to and in Accordance With the Provisions of Rule 13d-1(k) Under the Securities and Exchange Act of 1934, as Amended, and That This Agreement Shall Be Included as an Exhibit to This Schedule 13g. Each of the Undersigned Agrees to Be Responsible for the Timely Filing of the Schedule 13g, and for the Completeness and Accuracy of the Information Concerning Itself Contained Therein. This Agreement May Be Executed in Any Number of Counterparts, All of Which Taken Together Shall Constitute One and the Same Instrument. in Witness Whereof, the Undersigned Have Executed This Agreement as of the 4th Day of October, 2001. Orbimed Advisers Inc. By: /S/ Samuel D. Isaly Name: Samuel D. Isaly Title: President Orbimed Advisors LLC By: /S/ Samuel D. Isaly Name: Samuel D. Isaly Title: Managing Member

from SC 13G 1 page Exhibit 1.1 Joint Filing Agreement the Undersigned Hereby Agree That the Statement on This Schedule 13g, Dated October 4, 2001, (The "Schedule 13g"), With Respect to the Common Stock, Par Value $0.001 Per Share, of Incyte Genomics Inc. Is Filed on Behalf of Each of US Pursuant to and in Accordance With the Provisions of Rule 13d-1(k) Under the Securities and Exchange Act of 1934, as Amended, and That This Agreement Shall Be Included as an Exhibit to This Schedule 13g. Each of the Undersigned Agrees to Be Responsible for the Timely Filing of the Schedule 13g, and for the Completeness and Accuracy of the Information Concerning Itself Contained Therein. This Agreement May Be Executed in Any Number of Counterparts, All of Which Taken Together Shall Constitute One and the Same Instrument. in Witness Whereof, the Undersigned Have Executed This Agreement as of the 4th Day of October, 2001. Orbimed Advisers Inc. By: /S/ Samuel D. Isaly Name: Samuel D. Isaly Title: President Orbimed Advisors LLC By: /S/ Samuel D. Isaly Name: Samuel D. Isaly Title: Managing Member

from SC 13G/A 1 page <page> Exhibit 1 Joint Filing Agreement Waddell & Reed Financial, Inc., Waddell & Reed Financial Services, Inc., Waddell & Reed, Inc. and Waddell & Reed Investment Management Company (The "Filing Persons"), Hereby Agree to File Jointly a Schedule 13g and Any Amendments Thereto Relating to the Aggregate Ownership by Each of the Filing Persons of Any Voting Equity Security of a Class Which Is Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as Amended, as Required by Rule 13d-1 and Rule 13d-2 Promulgated Under the Securities Exchange Act of 1934. Each of the Filing Persons Agrees That the Information Set Forth in Such Schedule 13g and Any Amendments Thereto With Respect to Such Filing Person Will Be True, Complete and Correct as of the Date of Such Schedule 13g or Such Amendment, to the Best of Such Filing Person's Knowledge and Belief, After Reasonable Inquiry. Each of the Filing Persons Makes No Representations as to the Accuracy or Adequacy of the Information Set Forth in the Schedule 13g or Any Amendments Thereto With Respect to Any Other Filing Person. Each of the Filing Persons Shall Promptly Notify the Other Filing Persons if Any of the Information Set Forth in the Schedule 13g or Any Amendments Thereto Shall Become Inaccurate in Any Material Respect or if Said Person Learns of Information That Would Require an Amendment to the Schedule 13g. in Witness Whereof, the Undersigned Have Set Their Hands This 17th Day of January, 2001. Waddell & Reed Financial, Inc. Waddell & Reed Financial Services, Inc. By: /S/ Daniel C. Schulte By: /S/ Wendy J. Hills Name: Daniel C. Schulte Name: Wendy J. Hills Title: Vice President Title: Attorney-In-Fact Waddell & Reed, Inc. Waddell & Reed Investment Management Company By: /S/ Wendy J. Hills By: /S/ Wendy J. Hills Name: Wendy J. Hills Name: Wendy J. Hills Title: Attorney-In-Fact Title: Attorney-In-Fact

from SC 13G/A 1 page <page> Exhibit 1 Joint Filing Agreement Waddell & Reed Financial, Inc., Waddell & Reed Financial Services, Inc., Waddell & Reed, Inc. and Waddell & Reed Investment Management Company (The "Filing Persons"), Hereby Agree to File Jointly a Schedule 13g and Any Amendments Thereto Relating to the Aggregate Ownership by Each of the Filing Persons of Any Voting Equity Security of a Class Which Is Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as Amended, as Required by Rule 13d-1 and Rule 13d-2 Promulgated Under the Securities Exchange Act of 1934. Each of the Filing Persons Agrees That the Information Set Forth in Such Schedule 13g and Any Amendments Thereto With Respect to Such Filing Person Will Be True, Complete and Correct as of the Date of Such Schedule 13g or Such Amendment, to the Best of Such Filing Person's Knowledge and Belief, After Reasonable Inquiry. Each of the Filing Persons Makes No Representations as to the Accuracy or Adequacy of the Information Set Forth in the Schedule 13g or Any Amendments Thereto With Respect to Any Other Filing Person. Each of the Filing Persons Shall Promptly Notify the Other Filing Persons if Any of the Information Set Forth in the Schedule 13g or Any Amendments Thereto Shall Become Inaccurate in Any Material Respect or if Said Person Learns of Information That Would Require an Amendment to the Schedule 13g. in Witness Whereof, the Undersigned Have Set Their Hands This 6th Day of March 2000. <table> <s> <c> Waddell & Reed Financial, Inc. Waddell & Reed Financial Services, Inc. By: /S/ Daniel C. Schulte By: /S/ Wendy J. Hills Name: Daniel C. Schulte Name: Wendy J. Hills Title: Vice President Title: Attorney-In-Fact Waddell & Reed, Inc. Waddell & Reed Investment Management Company By: /S/ Wendy J. Hills By: /S/ Wendy J. Hills Name: Wendy J. Hills Name: Wendy J. Hills Title: Attorney-In-Fact Title: Attorney-In-Fact </Table>

from SC 13G/A 1 page <page> Exhibit 1 Joint Filing Agreement Waddell & Reed Financial, Inc., Waddell & Reed Financial Services, Inc., Waddell & Reed, Inc. and Waddell & Reed Investment Management Company (The "Filing Persons"), Hereby Agree to File Jointly a Schedule 13g and Any Amendments Thereto Relating to the Aggregate Ownership by Each of the Filing Persons of Any Voting Equity Security of a Class Which Is Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as Amended, as Required by Rule 13d-1 and Rule 13d-2 Promulgated Under the Securities Exchange Act of 1934. Each of the Filing Persons Agrees That the Information Set Forth in Such Schedule 13g and Any Amendments Thereto With Respect to Such Filing Person Will Be True, Complete and Correct as of the Date of Such Schedule 13g or Such Amendment, to the Best of Such Filing Person's Knowledge and Belief, After Reasonable Inquiry. Each of the Filing Persons Makes No Representations as to the Accuracy or Adequacy of the Information Set Forth in the Schedule 13g or Any Amendments Thereto With Respect to Any Other Filing Person. Each of the Filing Persons Shall Promptly Notify the Other Filing Persons if Any of the Information Set Forth in the Schedule 13g or Any Amendments Thereto Shall Become Inaccurate in Any Material Respect or if Said Person Learns of Information That Would Require an Amendment to the Schedule 13g. in Witness Whereof, the Undersigned Have Set Their Hands This 28th Day of January 2000. Waddell & Reed Financial, Inc. Waddell & Reed Financial Services, Inc. By: /S/ Daniel C. Schulte By: /S/ Daniel C. Schulte Name: Daniel C. Schulte Name: Daniel C. Schulte Title: Senior Vice President Title: Senior Vice President Waddell & Reed, Inc. Waddell & Reed Investment Management Company By: /S/ Daniel C. Schulte By: /S/ Daniel C. Schulte Name: Daniel C. Schulte Name: Daniel C. Schulte Title: Senior Vice President Title: Senior Vice President

from S-3 ~20 pages Form of Underwriting Agreement