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Item 9A. Controls and Procedures

2023-02-07 compared with 2022-02-08 · 34 added, 53 removed, 157 unchanged (36% of the section changed)

5 unchanged sentences

Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood

of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Based on their evaluation as of the end of the period covered by this Annual Report on Form 10-K, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

13 unchanged sentences

In our opinion, Incyte Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Incyte Corporation as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and our report dated February 8, 2022 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and our report dated February 7, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

18 unchanged sentences

Other Information

Directors, Executive Officers and Corporate Governanc e

Directors, Executive Officers and Corporate Governance

The information required by this item (with respect to Directors) is incorporated by reference from the information under the caption “Election of Directors” contained in our Proxy Statement to be filed with the Securities and Exchange Commission in connection with the solicitation of proxies for our 2023 Annual Meeting of Stockholders to be held on June 14, 2023 (the “Proxy Statement”).

13 unchanged sentences

Clancy, as Chairman, Dr.

Dixon and Dr.

Fouse and Dr.

The Board of Directors has also determined that Mr.

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The information required by this item is incorporated by reference from the information under the caption “Ratification of Independent Registered Public Accounting Firm” contained in the Proxy Statement.

Exhibits, Financial Statement Schedul es

Documents filed as part of this report:

Exhibits, Financial Statement Schedules

(a) Documents filed as part of this report:

(1) Financial Statements

4 unchanged sentences

Each management contract or compensatory plan or arrangement required to be filed has been identified.

Description of Document

Integrated copy of the Restated Certificate of Incorporation, as amended, of the Company (incorporated by reference to Exhibit 3(i) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009).

Bylaws of the Company, as amended as of February 18, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed February 19, 2021).

Number Description of Document

3(i) Integrated copy of the Restated Certificate of Incorporation, as amended, of the Company (incorporated by reference to Exhibit 3(i) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009).

3(ii) Bylaws of the Company, as amended as of February 18, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed February 19, 2021).

4.1 Form of Common Stock Certificate (incorporated by reference to the Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002).

2 unchanged sentences

10.2# Form of Global Stock Option Agreement for Executive Officers under the Incyte Corporation Amended and Restated 2010 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020).

Description of Document

10.3# Form of Global Restricted Stock Unit Award Agreement under the Incyte Corporation Amended and Restated 2010 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020).

Number Description of Document

10.4# Form of Performance Share Award Agreement under the Incyte Corporation Amended and Restated 2010 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020).

21 unchanged sentences

10.14.2† Third Amendment, entered into effective March 31, 2016, to License, Development and Commercialization Agreement entered into as of December 18, 2009, by and between the Company and Eli Lilly and Company (incorporated by reference to Exhibit 10.2.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019).

Description of Document

10.14 .3† Fourth Amendment, entered into effective December 13, 2016, to License, Development and Commercialization Agreement entered into as of December 18, 2009, by and between the Company and Eli Lilly and Company (incorporated by reference to Exhibit 10.21.4 to Amendment No.

2 on Form 10-K/A to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016).

Number Description of Document

10.14.4†† Letter Agreement, dated May 13, 2020, between the Company and Eli Lilly and Company, together with related Letter of Understanding, dated March 5, 2020, between the Company and Eli Lilly and Company, each relating to License, Development and Commercialization Agreement entered into as of December 18, 2009 by and between the Company and Eli Lilly and Company (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020).

6 unchanged sentences

(f/k/a 4-Antibody AG) (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017).

Amended and Restated Buy-In License Agreement, dated as of June 1, 2016, between ARIAD Pharmaceuticals, Inc., ARIAD Pharmaceuticals (Europe) S.à.r.l.

and the Company, as guarantor (incorporated by reference to Exhibit 10.3 to Amendment No.

1 on Form 10-Q/A to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016).

Collaboration and License Agreement, dated December 20, 2016, by and between the Company and Merus N.V.

(incorporated by reference to Exhibit 10.27 to Amendment No.

2 on Form 10-K/A to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016).

Global Collaboration and License Agreement, dated October 24, 2017, by and between the Company and MacroGenics, Inc.

(incorporated by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K for the year ended December 31, 2017).

Amendment No.

1, dated as of March 15, 2018, to Global Collaboration and License Agreement, dated October 24, 2017, by and between the Company and MacroGenics, Inc.

(incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018).

Collaboration and License Agreement entered into as of January 12, 2020 by and among the Company, MorphoSys AG and MorphoSys US Inc.

(incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020).

First Amendment, dated as of July 17, 2020, to Collaboration and License Agreement entered into as of January 12, 2020 by and among the Company, MorphoSys AG and MorphoSys US Inc.

(incorporated by reference to Exhibit 10.19.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020).

Second Amendment, dated as of January 8, 2021, to Collaboration and License Agreement entered into as of January 12, 2020 by and among the Company, MorphoSys AG and MorphoSys US Inc.

(incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021).

10.16 Registration Rights Agreement, dated as of February 12, 2016, between the Company and 667, L.P., Baker Brothers Life Sciences, L.P.

5 unchanged sentences

24.1* Power of Attorney (included on the signature page to this Annual Report on Form 10-K).

Description of Document

31.1* Rule 13a 14(a) Certification of the Chief Executive Officer.

3 unchanged sentences

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104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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Investor Relations, Incyte Corporation, 1801 Augustine Cut-Off, Wilmington, DE 19803.

Financial Statements and Schedules

Reference is made to Item 15(a)(2) above.

3 unchanged sentences

INCYTE CORPORATION

Hervé Hoppenot

/s/ H ERVÉ H OPPENOT

Hervé Hoppenot

5 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ HERVÉ HOPPENOT

Chairman, President, and Chief Executive Officer (Principal Executive Officer) and Director

February 8, 2022

Chairman, President, and Chief Executive Officer (Principal Executive Officer) and Director February 7, 2023

Hervé Hoppenot

/s/ CHRISTIANA STAMOULIS

Chief Financial Officer (Principal Financial Officer)

February 8, 2022

Chief Financial Officer (Principal Financial Officer) February 7, 2023

Christiana Stamoulis

/s/ Paul Trower

Division VP, Finance (Principal Accounting Officer)

February 8, 2022

/s/ THOMAS TRAY

VP, Chief Accounting Officer (Principal Accounting Officer) February 7, 2023

/s/ JULIAN C.

February 8, 2022

Director February 7, 2023

/s/ JEAN-JACQUES BIENAIMÉ

February 8, 2022

Director February 7, 2023

Jean-Jacques Bienaimé

February 8, 2022

Director February 7, 2023

/s/ JACQUALYN A.

February 8, 2022

Director February 7, 2023

/s/ EDMUND P.

February 8, 2022

Director February 7, 2023

/s/ KATHERINE A.

February 8, 2022

Director February 7, 2023

/s/ SUSANNE SCHAFFERT

Director February 7, 2023

Susanne Schaffert

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures