Incyte (INCY)

On September 30, 2009, the Company issued a press release announcing the closing of its public offering of 20,700,000 shares of Common Stock.  A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

On September 30, 2009, the Company issued a press release announcing the closing of its private offering of the Notes.  A copy of the press release is filed as Exhibit 99.2 to this report and is incorporated herein by reference. Concurrently with completion of the offering of the Notes, the Company repurchased $38.3 million aggregate principal amount of its 3½% Convertible Senior Notes due 2011 and $59.1 million aggregate principal amount of its 3½% Convertible Subordinated Notes due 2011 from the Baker Entities and repurchased an additional $48.0 million aggregate principal amount of its 3½% Convertible Senior Notes due 2011 and an additional $40.9 million aggregate principal amount of its 3½% Convertible Subordinated Notes due 2011 pursuant to privately negotiated transactions with other holders.

ITEM 8.01  OTHER EVENTS.

On September 24, 2009, Incyte Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman, Sachs & Co., as representative of the underwriters named therein (collectively, the “Underwriters”), relating to the public offering of 18,000,000 shares of the Company’s common stock, $.001 par value per share (the “Common Stock”), at a public offering price of $6.75 per share.  The offering is scheduled to close on September 30, 2009, subject to customary closing conditions.  The Company has granted the underwriters an option, exercisable within 30 days from the date of the Underwriting Agreement, to purchase up to 2,700,000 additional shares of Common Stock to cover over-allotments, if any.  The offering is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-157751) previously filed with the Securities and Exchange Commission (the “Commission”), as further amended and supplemented by subsequent filings, including the Registration Statement on Form S-3 filed with the Commission pursuant to Rule 462(b) of the Securities Act of 1933 (File No. 333-162056).  The Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated by reference herein.  The description of the Underwriting Agreement in this report is a summary and is qualified in its entirety by the terms of the Underwriting Agreement.

On September 24, the Company issued a press release announcing the pricing of the public offering.  A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated by reference herein.

On September 24, the Company issued a press release announcing the pricing of a private offering of convertible senior notes.  A copy of the press release is filed as Exhibit 99.2 to this report and is incorporated by reference herein.

Item 8.01               Other Events.

Attached hereto as Exhibit 99.1 and incorporated by reference herein is a press release dated September 22, 2009, announcing a proposed private offering of convertible senior notes by Incyte Corporation.

Item 8.01   Other Events.

On July 21, 2009, Incyte Corporation issued a press release announcing an update on its request for a Special Protocol Assessment with the U.S. Food and Drug Administration for INCB18424 as a treatment for myelofibrosis. A copy of the press release dated July 21, 2009 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01   Other Events.

On May 28, 2009, Incyte Corporation issued a press release announcing an update on its request for a Special Protocol Assessment with the U.S. Food and Drug Administration for INCB18424 as a treatment for myelofibrosis. A copy of the press release dated May 28, 2009 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

8.01 Other Events.

At the Annual Meeting, the stockholders of the Company re-elected Richard U. De Schutter, Barry M. Ariko, Julian C. Baker, Paul A. Brooke, Paul A. Friedman, M.D., John F. Niblack, Ph.D., and Roy A. Whitfield as directors of the Company, all of whom were nominated by the board of directors of the Company and named in the Company’s proxy statement for the Annual Meeting. At the Annual Meeting, the stockholders of the Company also ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2009.

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ITEM 8.01  OTHER EVENTS.

                                                On August 6, 2008, Incyte Corporation (the “Company”) closed its public offering of 12,075,000 shares of its common stock, $.001 par value per share, at a price to the public of $9.00 per share, which includes 1,575,000 shares issued and sold upon exercise by the underwriters of their option to purchase additional shares.  The net proceeds to the Company from the offering are approximately $101.8 million, after deducting the underwriting discount and estimated offering expenses.

ITEM 8.01  OTHER EVENTS.

On July 31, 2008, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman, Sachs & Co., as representative of the underwriters named therein (collectively, the “Underwriters”), relating to the public offering of 10,500,000 shares of Common Stock at a public offering price of $9.00 per share.  The offering is scheduled to close on August 6, 2008, subject to customary closing conditions.  The Company has granted the underwriters an option, exercisable within thirty days from the date of the Underwriting Agreement, to purchase up to 1,575,000 additional shares of Common Stock.  The offering is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-152611) previously filed with the Securities and Exchange Commission.  The Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated herein by reference.  The description of the Underwriting Agreement in this report is a summary and is qualified in its entirety by the terms of the Underwriting Agreement.

On July 31, 2008, the Company issued a press release announcing the pricing of the public offering.  A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated by reference herein.

ITEM 8.01  OTHER EVENTS.

                The Company’s 2008 Annual Meeting of Stockholders will be held on May 22, 2008 at such place and time as will be set forth in the Company’s proxy statement relating to that meeting. A stockholder proposal not included in the proxy statement for the Company’s 2008 Annual Meeting of Stockholders will be ineligible for presentation at the meeting unless the stockholder gives timely notice of the proposal in writing to the Secretary of the Company at the principal executive offices of the Company and otherwise complies with the provisions of the Company’s Bylaws. To be timely, the Company’s Bylaws provide that the Company must have received the stockholder’s notice not less than 60 days nor more than 90 days prior to the scheduled date of such meeting. However, if notice or prior public disclosure of the date of the annual meeting is given or made to stockholders less than 70 days prior to the meeting date, the Company must receive the stockholder’s notice by the earlier of (i) the close of business on the 10th day after the earlier of the day the Company mailed notice of the annual meeting date or provided such public disclosure of the meeting date and (ii) two days prior to the scheduled date of the annual meeting. For the Company’s 2008 Annual Meeting of Stockholders, stockholders must submit written notice to the Secretary in accordance with the foregoing Bylaw provisions not later than March 23, 2008.

ITEM 8.01  OTHER EVENTS.

The Company’s 2007 Annual Meeting of Stockholders will be held on May 22, 2007 at such place and time as will be set forth in the Company’s proxy statement relating to that meeting. A stockholder proposal not included in the proxy statement for the Company’s 2007 Annual Meeting of Stockholders will be ineligible for presentation at the meeting unless the stockholder gives timely notice of the proposal in writing to the Secretary of the Company at the principal executive offices of the Company and otherwise complies with the provisions of the Company’s Bylaws. To be timely, the Company’s Bylaws provide that the Company must have received the stockholder’s notice not less than 60 days nor more than 90 days prior to the scheduled date of such meeting. However, if notice or prior public disclosure of the date of the annual meeting is given or made to stockholders less than 70 days prior to the meeting date, the Company must receive the stockholder’s notice by the earlier of (i) the close of business on the 10th day after the earlier of the day the Company mailed notice of the annual meeting date or provided such public disclosure of the meeting date and (ii) two days prior to the scheduled date of the annual meeting. For the Company’s 2007 Annual Meeting of Stockholders, stockholders must submit written notice to the Secretary in accordance with the foregoing Bylaw provisions not later than March 23, 2007.

Item 8.01               Other Events.

On September 26, 2006, the Company issued a press release announcing the completion of the offering of the Notes.  The Company also announced that it will redeem the entire outstanding principal amount of its 5.5% Convertible Subordinated Notes Due 2007 (the “2007 Notes”).  The Company set October 16, 2006 as the redemption date, and U.S. Bank National Association, as trustee, mailed a notice of redemption to all record holders of the 2007 Notes on September 26, 2006.  All outstanding 2007 Notes will be redeemed at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest to the redemption date.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01               Other Events.

On September 20, 2006, Incyte Corporation issued a press release announcing its private offering of 3½% Convertible Senior Notes due 2011.

ITEM 8.01  OTHER EVENTS.

On April 3, 2006, Incyte Corporation (“Incyte”) announced publicly its decision to discontinue the development of dexelvucitabine, or DFC (formerly known as Reverset^TM), a nucleoside analog reverse transcriptase inhibitor, or NRTI, that was being developed as a once-a day oral therapy for use in combination with other antiviral drugs for patients with HIV infections.  This decision was due to a recently observed increase in the frequency of grade 4 hyperlipasemia in patients receiving 200 mg DFC without 3TC or FTC, currently approved NRTIs.  The increased incidence of grade 4 hyperlipasemia was observed in Study 901, the long-term extension of Incyte’s first Phase IIb trial (Study 203).  Hyperlipasemia is a marker of pancreatic inflammation.

Study 901 included patients taking 100 mg or 200 mg DFC, with or without 3TC or FTC.  As in Study 203 itself, approximately 70% of patients in Study 901 were on 3TC or FTC containing regimens.  After the results of Study 203 became available demonstrating improved DFC efficacy in the absence of 3TC or FTC, over time, a fraction of Study 901 patients previously on 3TC or FTC were transitioned to regimens without 3TC or FTC.  As this component of the patient safety database has expanded, Incyte observed that the frequency of grade 4 hyperlipasemia in patients taking 200 mg DFC without 3TC or FTC is, in Incyte’s view, unacceptably high.

Based on these observations, Incyte announced that it believes it is in the best interests of patients to discontinue development of DFC and has decided to stop enrollment of the recently initiated Phase IIb trial (Study 204).

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ITEM 8.01  OTHER EVENTS.

The Company’s 2006 Annual Meeting of Stockholders will be held on May 23, 2006 at such place and time as will be set forth in the Company’s proxy statement relating to that meeting. A stockholder proposal not included in the proxy statement for the Company’s 2006 Annual Meeting of Stockholders will be ineligible for presentation at the meeting unless the stockholder gives timely notice of the proposal in writing to the Secretary of the Company at the principal executive offices of the Company and otherwise complies with the provisions of the Company’s Bylaws. To be timely, the Company’s Bylaws provide that the Company must have received the stockholder’s notice not less than 60 days nor more than 90 days prior to the scheduled date of such meeting. However, if notice or prior public disclosure of the date of the annual meeting is given or made to stockholders less than 70 days prior to the meeting date, the Company must receive the stockholder’s notice by the earlier of (i) the close of business on the 10th day after the earlier of the day the Company mailed notice of the annual meeting date or provided such public disclosure of the meeting date and (ii) two days prior to the scheduled date of the annual meeting. For the Company’s 2006 Annual Meeting of Stockholders, stockholders must submit written notice to the Secretary in accordance with the foregoing Bylaw provisions not later than March 24, 2006.

ITEM 8.01 OTHER EVENTS.

On September 28, 2005, Incyte Corporation (“Incyte”) publicly announced that it met with representatives from the Food and Drug Administration (“FDA”) on September 27, 2005, regarding the development of Reverset^TM, Incyte’s nucleoside reverse transcriptase inhibitor (“NRTI”) that is being developed as a therapy for treatment-experienced HIV patients.

The purpose of the meeting was to discuss the results of a recently completed Phase II trial, which were presented in July 2005 at the International AIDS Society meeting, and Incyte’s plans to move Reverset into two Phase III pivotal trials. At the meeting, the FDA did not approve of Incyte’s moving into Phase III studies. The agency requested that Incyte conduct another Phase II trial to provide additional data to support the efficacy and safety demonstrated in the original Phase II study with the drug.

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ITEM 8.01 OTHER EVENTS.

The Company’s 2005 Annual Meeting of Stockholders will be held on June 1, 2005 at such place and time as will be set forth in the Company’s proxy statement relating to that meeting. A stockholder proposal not included in the proxy statement for the Company’s 2005 Annual Meeting of Stockholders will be ineligible for presentation at the meeting unless the stockholder gives timely notice of the proposal in writing to the Secretary of the Company at the principal executive offices of the Company and otherwise complies with the provisions of the Company’s Bylaws. To be timely, the Company’s Bylaws provide that the Company must have received the stockholder’s notice not less than 60 days nor more than 90 days prior to the scheduled date of such meeting. However, if notice or prior public disclosure of the date of the annual meeting is given or made to stockholders less than 70 days prior to the meeting date, the Company must receive the stockholder’s notice by the earlier of (i) the close of business on the 10th day after the earlier of the day the Company mailed notice of the annual meeting date or provided such public disclosure of the meeting date and (ii) two days prior to the scheduled date of the annual meeting. For the Company’s 2005 Annual Meeting of Stockholders, stockholders must submit written notice to the Secretary in accordance with the foregoing Bylaw provisions not later than April 2, 2005.