Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 30, 2008, Incyte Corporation (the "Company") entered into amendments to employment agreements between the Company and each of its executive officers, including Paul A. Friedman, its President and Chief Executive Officer, David C. Hastings, its Executive Vice President and Chief Financial Officer, Patricia S. Andrews, its Executive Vice President, Commercial Operations, Brian W. Metcalf, its Executive Vice President and Chief Drug Discovery Scientist, Patricia A. Schreck, its Executive Vice President and General Counsel, and Paula Swain, its Executive Vice President, Human Resources (collectively, the "Executives"). These amendments principally reflect changes necessary to comply with
Section 409A of the Internal Revenue Code of 1986, as amended, and Treasury Regulations and interpretive guidance issued thereunder (collectively, "Section 409A"). The amendments are generally technical in nature, and affect the timing, but not the amount, of compensation that could be received by the Executives. The amendments provide that payment of any severance payments or benefits under each of the employment agreements will be delayed for a period of six months in the event that such payment is determined to be deferred compensation within the meaning of Section 409A and otherwise is not exempt from such six-month delay under Section 409A. Because certain
Section 409A transition rules required that an election between receiving severance payments in a lump sum or in installments had to be made by December 31, 2008, Dr. Friedman's employment agreement was also amended to provide that any severance payments payable under the agreement will be paid in a lump sum payment within thirty days following termination, subject to the six-month delay if necessary to comply with Section 409A.

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