INCYTE CORP 10-Q

Item 1. Financial Statements INCYTE CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except number of shares and par value) September 30, 2023 December 31, 2022* (unaudited) ASSETS Current assets: Cash and cash equivalents $ 3,227,230 $ 2,951,422 Marketable securities—available-for-sale (amortized cost $ 290,583 and $ 292,580 as of September 30, 2023 and December 31, 2022, respectively; allowance for credit losses $ 0 as of September 30, 2023 and December 31, 2022) 289,223 287,543 Accounts receivable 657,263 644,879 Inventory 57,200 41,995 Prepaid expenses and other current assets 171,749 167,011 Total current assets 4,402,665 4,092,850 Restricted cash 1,717 1,698 Long term investments 153,663 133,676 Inventory 142,086 78,964 Property and equipment, net 733,046 739,310 Finance lease right-of-use assets, net 24,880 26,298 Other intangible assets, net 129,249 129,219 Goodwill 155,593 155,593 Deferred income tax asset 564,385 457,941 Other assets, net 80,955 25,435 Total assets $ 6,388,239 $ 5,840,984 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 139,411 $ 277,546 Accrued compensation 124,783 138,761 Accrued and other current liabilities 820,607 701,053 Finance lease liabilities 3,064 3,179 Acquisition-related contingent consideration 36,815 36,538 Total current liabilities 1,124,680 1,157,077 Acquisition-related contingent consideration 170,185 184,462 Finance lease liabilities 28,859 30,083 Other liabilities 133,068 99,243 Total liabilities 1,456,792 1,470,865 Commitments and contingencies (Note 14) Stockholders’ equity: Preferred stock, $ 0.001 par value; 5,000,000 shares authorized; none issued or outstanding — — Common stock, $ 0.001 par value; 400,000,000 shares authorized; 224,101,839 and 222,746,719 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively 224 223 Additional paid-in capital 4,949,023 4,792,041 Accumulated other comprehensive income 22,894 15,069 Accumulated deficit ( 40,694 ) ( 437,214 ) Total stockholders’ equity 4,931,447 4,370,119 Total liabilities and stockholders’ equity $ 6,388,239 $ 5,840,984 * The condensed consolidated balance sheet at December 31, 2022 has been derived from the audited consolidated financial statements at that date. See accompanying notes. 3 Table of Contents INCYTE CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited, in thousands, except per share amounts) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenues: Product revenues, net $ 783,197 $ 713,010 $ 2,303,439 $ 1,982,682 Product royalty revenues 130,828 110,293 373,869 350,253 Milestone and contract revenues 5,000 — 5,000 135,000 Total revenues 919,025 823,303 2,682,308 2,467,935 Costs and expenses: Cost of product revenues (including definite-lived intangible amortization) 60,091 54,584 185,239 147,834 Research and development 375,709 384,007 1,183,100 1,084,576 Selling, general and administrative 267,893 266,460 867,428 729,321 (Gain) loss on change in fair value of acquisition-related contingent consideration ( 426 ) ( 21,893 ) 14,144 ( 12,198 ) Loss and (profit) sharing under collaboration agreements 1,053 1,769 ( 858 ) 9,055 Total costs and expenses 704,320 684,927 2,249,053 1,958,588 Income from operations 214,705 138,376 433,255 509,347 Interest income and other, net 46,371 11,513 121,912 13,295 Interest expense ( 623 ) ( 641 ) ( 1,747 ) ( 1,999 ) Unrealized (loss) gain on long term investments ( 26,654 ) ( 660 ) 9,839 ( 72,142 ) Income before provision for income taxes 233,799 148,588 563,259 448,501 Provision for income taxes 62,530 35,813 166,739 136,302 Net income $ 171,269 $ 112,775 $ 396,520 $ 312,199 Net income per share: Basic $ 0.76 $ 0.51 $ 1.77 $ 1.41 Diluted $ 0.76 $ 0.50 $ 1.76 $ 1.40 Shares used in computing net income per share: Basic 224,078 222,415 223,428 221,801 Diluted 226,167 224,175 225,756 223,626 See accompanying notes. 4 Table of Contents INCYTE CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited, in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net income $ 171,269 $ 112,775 $ 396,520 $ 312,199 Other comprehensive (loss) income: Foreign currency translation (loss) gain ( 4,855 ) ( 2,513 ) 3,594 ( 5,132 ) Unrealized gain (loss) on marketable securities, net of tax 768 ( 1,135 ) 3,677 ( 5,322 ) Defined benefit pension gain, net of tax 175 282 554 846 Other comprehensive (loss) income ( 3,912 ) ( 3,366 ) 7,825 ( 9,608 ) Comprehensive income $ 167,357 $ 109,409 $ 404,345 $ 302,591 See accompanying notes. 5 Table of Contents INCYTE CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (unaudited, in thousands, except number of shares) Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income Accumulated Deficit Total Stockholders’ Equity Balances at January 1, 2023 $ 223 $ 4,792,041 $ 15,069 $ ( 437,214 ) $ 4,370,119 Issuance of 313,995 shares of Common Stock upon exercise of stock options and settlement of employee restricted stock units, net of shares withheld for taxes — 11,235 — — 11,235 Issuance of 1,073 shares of Common Stock for services rendered — 80 — — 80 Stock compensation — 53,558 — — 53,558 Other comprehensive income — — 5,873 — 5,873 Net income — — — 21,703 21,703 Balance at March 31, 2023 $ 223 $ 4,856,914 $ 20,942 $ ( 415,511 ) $ 4,462,568 Issuance of 59,093 shares of Common Stock upon exercise of stock options and settlement of employee restricted stock units and performance shares, net of shares withheld for taxes and 216,168 shares of Common Stock under the ESPP — 13,704 — — 13,704 Issuance of 1,282 shares of Common Stock for services rendered — 80 — — 80 Stock compensation — 54,928 — — 54,928 Other comprehensive income — — 5,864 — 5,864 Net income — — — 203,548 203,548 Balances at June 30, 2023 $ 223 $ 4,925,626 $ 26,806 $ ( 211,963 ) $ 4,740,692 Issuance of 762,231 shares of Common Stock upon exercise of stock options and settlement of employee restricted stock units, net of shares withheld for taxes 1 ( 24,682 ) — — ( 24,681 ) Issuance of 1,278 shares of Common Stock for services rendered — 80 — — 80 Stock compensation — 47,999 — — 47,999 Other comprehensive loss — — ( 3,912 ) — ( 3,912 ) Net income — — — 171,269 171,269 Balances at September 30, 2023 $ 224 $ 4,949,023 $ 22,894 $ ( 40,694 ) $ 4,931,447 6 Table of Contents INCYTE CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (CONTINUED) (unaudited, in thousands, except number of shares) Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Stockholders’ Equity Balances at January 1, 2022 $ 221 $ 4,567,111 $ ( 19,454 ) $ ( 777,874 ) $ 3,770,004 Issuance of 323,582 shares of Common Stock upon exercise of stock options and settlement of employee restricted stock units, net of shares withheld for taxes — 14,237 — — 14,237 Issuance of 1,535 shares of Common Stock for services rendered — 112 — — 112 Stock compensation — 44,320 — — 44,320 Other comprehensive loss — — ( 3,593 ) — ( 3,593 ) Net income — — — 37,992 37,992 Balances at March 31, 2022 $ 221 $ 4,625,780 $ ( 23,047 ) $ ( 739,882 ) $ 3,863,072 Issuance of 274,693 shares of Common Stock upon exercise of stock options and settlement of employee restricted stock units and performance shares, net of shares withheld for taxes and 189,684 shares of Common Stock under the ESPP 1 16,600 — — 16,601 Issuance of 1,469 shares of Common Stock for services rendered — 109 — — 109 Stock compensation — 46,496 — — 46,496 Other comprehensive loss — — ( 2,649 ) — ( 2,649 ) Net income — — — 161,432 161,432 Balances at June 30, 2022 $ 222 $ 4,688,985 $ ( 25,696 ) $ ( 578,450 ) $ 4,085,061 Issuance of 578,106 shares of Common Stock upon exercise of stock options and settlement of employee restricted stock units, net of shares withheld for taxes — ( 13,572 ) — — ( 13,572 ) Issuance of 1,337 shares of Common Stock for services rendered — 94 — — 94 Stock compensation — 45,659 — — 45,659 Other comprehensive loss — — ( 3,366 ) — ( 3,366 ) Net income — — — 112,775 112,775 Balances at September 30, 2022 $ 222 $ 4,721,166 $ ( 29,062 ) $ ( 465,675 ) $ 4,226,651 See accompanying notes. 7 Table of Contents INCYTE CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited, in thousands) Nine Months Ended September 30, 2023 2022 Cash flows from operating activities: Net income $ 396,520 $ 312,199 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 60,898 49,637 Stock-based compensation 155,899 135,741 Deferred income taxes ( 92,919 ) 40,432 Other, net ( 543 ) 15,097 Unrealized (gain) loss on long term investments ( 9,839 ) 72,142 Loss (gain) on change in fair value of acquisition-related contingent consideration 14,144 ( 12,198 ) Changes in operating assets and liabilities: Accounts receivable ( 12,384 ) ( 1,888 ) Prepaid expenses and other assets ( 62,081 ) ( 40,016 ) Inventory ( 77,193 ) ( 48,316 ) Accounts payable ( 138,135 ) ( 8,935 ) Accrued and other liabilities 114,391 172,384 Net cash provided by operating activities 348,758 686,279 Cash flows from investing activities: Purchase of long term investments ( 10,000 ) — Sale of long term investments 45 — Capital expenditures ( 30,219 ) ( 56,560 ) Payments for intangible assets ( 15,000 ) — Purchases of marketable securities ( 222,228 ) ( 59,058 ) Sale and maturities of marketable securities 224,225 57,988 Net cash used in investing activities ( 53,177 ) ( 57,630 ) Cash flows from financing activities: Proceeds from issuance of common stock under stock plans 28,319 42,989 Tax withholdings related to restricted and performance share vesting ( 28,061 ) ( 25,724 ) Payment of finance lease liabilities ( 2,523 ) ( 2,106 ) Payment of contingent consideration ( 18,114 ) ( 13,473 ) Net cash (used in) provided by financing activities ( 20,379 ) 1,686 Effect of exchange rates on cash, cash equivalents, restricted cash and investments 625 2,728 Net increase in cash, cash equivalents, restricted cash and investments 275,827 633,063 Cash, cash equivalents, restricted cash and investments at beginning of period 2,953,120 2,059,160 Cash, cash equivalents, restricted cash and investments at end of period $ 3,228,947 $ 2,692,223 Supplemental Schedule of Cash Flow Information Income taxes paid $ 253,180 $ 116,537 Unpaid purchases of property and equipment $ 11 $ 8,836 Leased assets obtained in exchange for new operating lease liabilities $ 5,275 $ 3,650 Leased assets obtained in exchange for new finance lease liabilities $ 1,176 $ 1,448 See accompanying notes. 8 Table of Contents INCYTE CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2023 (Unaudited) Note 1. Organization and Business Incyte Corporation (including its subsidiaries, “Incyte,” “we,” “us,” or “our”) is a biopharmaceutical company focused on developing and commercializing proprietary therapeutics. Our portfolio includes compounds in various stages, ranging from preclinical to late stage development, and commercialized products JAKAFI® (ruxolitinib), ICLUSIG® (ponatinib), PEMAZYRE® (pemigatinib), OPZELURA™ (ruxolitinib cream), MINJUVI® (tafasitamab), MONJUVI® (tafasitamab-cxix), which is co-commercialized, and ZYNYZ™ (retifanlimab-dlwr). Our operations are treated as one operating segment. Note 2. Summary of Significant Accounting Policies Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. The condensed consolidated balance sheet as of September 30, 2023, the condensed consolidated statements of operations, comprehensive income (loss), and stockholders’ equity for the three and nine months ended September 30, 2023 and 2022, and the condensed consolidated statements of cash flows for the nine months ended September 30, 2023 and 2022, are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which we consider necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The condensed consolidated balance sheet at December 31, 2022 has been derived from our audited consolidated financial statements. Although we believe that the disclosures in these financial statements are adequate to make the information presented not misleading, certain information and footnote information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. Results for any interim period are not necessarily indicative of results for any future interim period or for the entire year. The accompanying financial statements should be read in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022. Principles of Consolidation. The condensed consolidated financial statements include the accounts of Incyte Corporation and our wholly owned subsidiaries. All inter-company accounts, transactions, and profits have been eliminated in consolidation. Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Other Intangible Assets, net. Other intangible assets, net consist of licensed intellectual property rights acquired in business combinations, which are reported at acquisition date fair value, less accumulated amortization, as well as milestone payments made to collaboration partners incurred at or after the product has obtained regulatory approval. Intangible assets with finite lives are amortized over their estimated useful lives using the straight-line method. Intangible assets with finite lives are tested for recoverability whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Cost of Product Revenues. Cost of product revenues includes all product related costs and royalties owed under our collaboration and license agreements, contingent on certain conditions. In addition, cost of product revenues includes the amortization of our licensed intellectual property for ICLUSIG and the amortization of capitalized milestone payments, using the straight-line method over the respective estimated useful lives, which range between approximately 11 to 14 years. Cost of product revenues also includes employee personnel costs, including stock compensation, for those employees dedicated to the production of our commercial products. 9 Table of Contents Recent Accounting Pronouncements There were no new accounting pronouncements issued nor adopted since our filing of the Annual Report on Form 10-K for the year ended December 31, 2022, which could have a significant effect on our condensed consolidated financial statements. Note 3. Revenues Revenues are recognized under guidance within ASC 606, Revenue from Contracts with Customers . The following table presents our disaggregated revenue for the periods presented (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 JAKAFI revenues, net $ 636,252 $ 619,595 $ 1,898,605 $ 1,761,732 OPZELURA revenues, net 91,836 38,140 228,621 67,454 ICLUSIG revenues, net 27,721 25,929 84,493 78,222 PEMAZYRE revenues, net 18,942 23,414 62,989 60,429 MINJUVI revenues, net 8,348 5,932 28,063 14,845 ZYNYZ revenues, net 98 — 668 — Total product revenues, net 783,197 713,010 2,303,439 1,982,682 JAKAVI product royalty revenues 96,551 85,808 263,691 240,386 OLUMIANT product royalty revenues 29,615 20,371 95,779 98,689 TABRECTA product royalty revenues 4,139 4,114 13,115 11,178 PEMAZYRE product royalty revenues 523 — 1,284 — Total product royalty revenues 130,828 110,293 373,869 350,253 Milestone and contract revenues 5,000 — 5,000 135,000 Total revenues $ 919,025 $ 823,303 $ 2,682,308 $ 2,467,935 For further information on our revenue-generating contracts, refer to Note 7. Note 4. Fair Value of Financial Instruments The following is a summary of our marketable security portfolio for the periods presented (in thousands): Amortized Cost Net Unrealized Losses Estimated Fair Value September 30, 2023 Debt securities (government) $ 290,583 $ ( 1,360 ) $ 289,223 December 31, 2022 Debt securities (government) $ 292,580 $ ( 5,037 ) $ 287,543 Our available-for-sale debt securities generally have contractual maturity dates of between 12 to 18 months. Debt security assets were assessed for risk of expected credit losses. As of September 30, 2023 and December 31, 2022, the available-for-sale debt securities were held in U.S.-government backed securities and in Treasury bonds and were assessed on an individual security basis to have a de minimis risk of credit loss. 10 Table of Contents Fair Value Measurements FASB accounting guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability (“the exit price”) in an orderly transaction between market participants at the measurement date. The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. In determining fair value we use quoted prices and observable inputs. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of us. The fair value hierarchy is broken down into three levels based on the source of inputs as follows: Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities. Level 2—Valuations based on observable inputs and quoted prices in active markets for similar assets and liabilities. Level 3—Valuations based on inputs that are unobservable and models that are significant to the overall fair value measurement. Recurring Fair Value Measurements Our marketable securities consist of investments in U.S. government debt securities that are classified as available-for-sale. At September 30, 2023 and December 31, 2022, our Level 2 U.S. government debt securities were valued using readily available pricing sources which utilize market observable inputs, including the current interest rate and other characteristics for similar types of investments. Our long term investments classified as Level 1 were valued using their respective closing stock prices on The Nasdaq Stock Market. We did not experience any transfers of financial instruments between the fair value hierarchy levels during the nine months ended September 30, 2023. The following fair value hierarchy table presents information about each major category of our financial assets measured at fair value on a recurring basis (in thousands): Fair Value Measurement at Reporting Date Using: Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Balance as of September 30, 2023 Cash and cash equivalents $ 3,227,230 $ — $ — $ 3,227,230 Debt securities (government) — 289,223 — 289,223 Long term investments (Note 7) 153,663 — — 153,663 Total assets $ 3,380,893 $ 289,223 $ — $ 3,670,116 Fair Value Measurement at Reporting Date Using: Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Balance as of December 31, 2022 Cash and cash equivalents $ 2,951,422 $ — $ — $ 2,951,422 Debt securities (government) — 287,543 — 287,543 Long term investments (Note 7) 133,676 — — 133,676 Total assets $ 3,085,098 $ 287,543 $ — $ 3,372,641 11 Table of Contents The following fair value hierarchy table presents information about each major category of our financial liabilities measured at fair value on a recurring basis as (in thousands): Fair Value Measurement at Reporting Date Using: Quoted Prices in Active Markets for Identical Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Balance as of September 30, 2023 Acquisition-related contingent consideration $ — $ — $ 207,000 $ 207,000 Total liabilities $ — $ — $ 207,000 $ 207,000 Fair Value Measurement at Reporting Date Using: Quoted Prices in Active Markets for Identical Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Balance as of December 31, 2022 Acquisition-related contingent consideration $ — $ — $ 221,000 $ 221,000 Total liabilities $ — $ — $ 221,000 $ 221,000 The following is a rollforward of our Level 3 liabilities (in thousands): 2023 Balance at January 1, $ 221,000 Contingent consideration earned during the period but not yet paid ( 10,684 ) Payments made during the period ( 17,460 ) Change in fair value of contingent consideration 14,144 Balance at September 30, $ 207,000 The initial fair value of the contingent consideration was determined on the date of acquisition, June 1, 2016, using an income approach based on projected future net revenues of ICLUSIG in the European Union and other countries for the approved third line treatment over 18 years, and discounted to present value at a rate of 10 %. The fair value of the contingent consideration is remeasured each reporting period, with changes in fair value recorded in the condensed consolidated statements of operations. The valuation inputs utilized to estimate the fair value of the contingent consideration as of September 30, 2023 and December 31, 2022 included a discount rate of 10 % and updated projections of future net revenues of ICLUSIG in the European Union and other countries for the approved third line treatment. The change in fair value of the contingent consideration during the three and nine months ended September 30, 2023 was due primarily to the changes in foreign currency exchange rates included within the updated projections of future net revenues of ICLUSIG and the passage of time. We generally make payments to Takeda Pharmaceutical Company Limited quarterly based on the royalties or any additional milestone payments earned in the previous quarter. At September 30, 2023 and December 31, 2022, contingent consideration earned but not yet paid was $ 10.7 million and $ 9.3 million, respectively, and was included in accrued and other current liabilities. Note 5. Concentration of Credit Risk and Current Expected Credit Losses In November 2009, we entered into a collaboration and license agreement with Novartis Pharmaceutical International Ltd. (“Novartis”). In December 2009, we entered into a license, development and commercialization agreement with Eli Lilly and Company (“Lilly”). The above collaboration partners comprised, in aggregate, 21 % and 20 % of the accounts receivable balance as of September 30, 2023 and December 31, 2022, respectively. For further information relating to these collaboration and license agreements, refer to Note 7. 12 Table of Contents In November 2011, we began commercialization and distribution of JAKAFI, in April 2020, we began commercialization and distribution of PEMAZYRE, and in October 2021, we began commercialization and distribution of OPZELURA. Our product revenues are concentrated in a number of customers for these products. The concentration of credit risk related to our JAKAFI, PEMAZYRE and OPZELURA product revenues is as follows: Percentage of Total Net Product Revenues for the Three Months Ended Percentage of Total Net Product Revenues for the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Customer A 17 % 19 % 17 % 19 % Customer B 10 % 10 % 10 % 11 % Customer C 17 % 18 % 18 % 18 % Customer D 8 % 9 % 9 % 10 % Customer E 12 % 14 % 11 % 14 % We are exposed to risks associated with extending credit to customers related to the sale of products. Customers A, B, C, D, and E comprised, in aggregate, 33 % and 41 % of the accounts receivable balance as of September 30, 2023 and December 31, 2022, respectively. The concentration of credit risk relating to our other product revenues or accounts receivable is not significant. We assessed our collaborative and customer receivable assets as of September 30, 2023 according to our accounting policy for applying reserves for expected credit losses, noting minimal history of uncollectible receivables and the continued perceived creditworthiness of our third party sales relationships, upon which the expected credit losses were considered de minimis. As of September 30, 2023 and December 31, 2022, we had no allowance for doubtful accounts. Note 6. Inventory Our inventory balance consists of the following (in thousands): September 30, 2023 December 31, 2022 Raw materials $ 22,006 $ 31,874 Work-in-process 140,370 54,455 Finished goods 36,910 34,630 Total inventory $ 199,286 $ 120,959 Inventories, stated at the lower of cost and net realizable value, consist of raw materials, work in process and finished goods. At September 30, 2023, $ 57.2 million of inventory was classified as current on the condensed consolidated balance sheet as we expect this inventory to be consumed for commercial use within the next twelve months. At September 30, 2023, $ 142.1 million of inventory was classified as non-current on the condensed consolidated balance sheet as we did not expect this inventory to be consumed for commercial use within the next twelve months. We obtain some inventory components from a limited number of suppliers due to technology, availability, price, quality or other considerations. The loss of a supplier, the deterioration of our relationship with a supplier, or any unilateral violation of the contractual terms under which we are supplied components by a supplier could adversely affect our total revenues and gross margins. We capitalize inventory after regulatory approval as the related costs are expected to be recoverable through the commercialization of the product. Costs incurred prior to regulatory approval are recorded as research and development expense in our statements of operations. At September 30, 2023, inventory with approximately $ 36.7 million of product costs incurred prior to regulatory approval had not yet been sold. We expect to sell the pre-commercialization inventory over the next 12 to 18 months and, as a result, cost of product revenues will reflect a lower average per unit cost of materials. 13 Table of Contents Note 7. License Agreements Novartis In November 2009, we entered into a Collaboration and License Agreement with Novartis. Under the terms of the agreement, Novartis received exclusive development and commercialization rights outside of the United States to our JAK inhibitor ruxolitinib and certain back-up compounds for hematologic and oncology indications, including all hematological malignancies, solid tumors and myeloproliferative diseases. We retained exclusive development and commercialization rights to JAKAFI (ruxolitinib) in the United States and in certain other indications. Novartis also received worldwide exclusive development and commercialization rights to our MET inhibitor compound capmatinib and certain back-up compounds in all indications. Under this agreement, we were initially eligible to receive up to $ 174.0 million for the achievement of development milestones, up to $ 495.0 million for the achievement of regulatory milestones and up to $ 500.0 million for the achievement of sales milestones. In addition, we are eligible to receive up to $ 75.0 million of additional potential development and regulatory milestones relating to graft-versus-host-disease (“GVHD”). Since the inception of the agreement through September 30, 2023, we have recognized and received, in the aggregate, $ 157.0 million for the achievement of development milestones, $ 345.0 million for the achievement of regulatory milestones, and $ 200.0 million for the achievement of sales milestones. In September 2023, we recognized a $ 5.0 million regulatory milestone for the regulatory approval from the Japanese Ministry of Health, Labour and Welfare (MHLW) for the GVHD indication of JAKAVI (ruxolitinib). We also are eligible to receive tiered, double-digit royalties ranging from the upper-teens to the mid-twenties on future JAKAVI net sales outside of the United States, and tiered, worldwide royalties on TABRECTA net sales that range from 12 % to 14 %. We are obligated to pay to Novartis tiered royalties in the low single-digits on future JAKAFI net sales within the United States contingent on certain conditions. During the three and nine months ended September 30, 2023, such royalties on net sales within the United States totaled $ 31.1 million and $ 88.0 million, respectively, and were reflected in cost of product revenues on the condensed consolidated statements of operations. During the three and nine months ended September 30, 2022, such royalties on net sales within the United States totaled $ 30.3 million and $ 81.3 million, respectively, and were reflected in cost of product revenues on the condensed consolidated statements of operations. At September 30, 2023 and December 31, 2022, $ 341.5 million and $ 253.5 million, respectively, of accrued royalties were included in accrued and other current liabilities on the condensed consolidated balance sheets, payment of which is dependent on the outcome of a contract dispute with Novartis. Each company is responsible for costs relating to the development and commercialization of ruxolitinib in its respective territories, with costs of collaborative studies shared equally. Novartis is also responsible for all costs relating to the development and commercialization of capmatinib. Milestone and contract revenue under the Novartis agreement was $ 5.0 million for both the three and nine months ended September 30, 2023. We had no milestone and contract revenue under the Novartis agreement for the three months ended September 30, 2022, and we had $ 60.0 million for the nine months ended September 30, 2022. Product royalty revenue related to Novartis net sales of JAKAVI outside of the United States for the three and nine months ended September 30, 2023 was $ 96.6 million and $ 263.7 million, respectively. Product royalty revenue related to Novartis net sales of JAKAVI outside of the United States for the three and nine months ended September 30, 2022 was $ 85.8 million and $ 240.4 million, respectively. Product royalty revenue related to Novartis net sales of TABRECTA worldwide for the three and nine months ended September 30, 2023 was $ 4.1 million and $ 13.1 million, respectively. Product royalty revenue related to Novartis net sales of TABRECTA worldwide for the three and nine months ended September 30, 2022 was $ 4.1 million and $ 11.2 million, respectively. Lilly – Baricitinib In December 2009, we entered into a License, Development and Commercialization Agreement with Lilly. Under the terms of the agreement, Lilly received exclusive worldwide development and commercialization rights to our JAK inhibitor baricitinib, and certain back-up compounds for inflammatory and autoimmune diseases. 14 Table of Contents Under this agreement, we were initially eligible to receive up to $ 150.0 million for the achievement of development milestones, up to $ 365.0 million for the achievement of regulatory milestones and up to $ 150.0 million for the achievement of sales milestones. Since the inception of the agreement through September 30, 2023, we have recognized and received, in aggregate, $ 149.0 million for the achievement of development milestones, $ 335.0 million for the achievement of regulatory milestones and $ 50.0 million for the achievement of sales milestones. We are also eligible to receive tiered, double-digit royalties on future global sales with rates ranging up to the mid-twenties if a product is successfully commercialized. In May 2020, we amended our agreement with Lilly to enable Lilly to develop and commercialize baricitinib for the treatment of COVID-19. As part of the amended agreement, in addition to the royalties described above, we will be entitled to receive additional royalty payments with rates in the low teens on global net sales of baricitinib for the treatment of COVID-19 that exceed a specified aggregate global net sales threshold. We had no milestone and contract revenue under the Lilly agreement for the three and nine months ended September 30, 2023. We had no milestone and contract revenue under the Lilly agreement for the three months ended September 30, 2022, and we had $ 70.0 million for the nine months ended September 30, 2022. Product royalty revenue related to Lilly net sales of OLUMIANT outside of the United States for the three and nine months ended September 30, 2023 was $ 29.6 million and $ 95.8 million, respectively. Product royalty revenue related to Lilly net sales of OLUMIANT outside of the United States for the three and nine months ended September 30, 2022 was $ 20.4 million and $ 98.7 million, respectively. Lilly - Ruxolitinib In March 2016, we entered into an amendment to the agreement with Lilly that amended the non-compete provision of the agreement to allow us to engage in the development and commercialization of ruxolitinib in the GVHD field. Lilly was eligible to receive up to $ 40.0 million in regulatory milestone payments relating to ruxolitinib in the GVHD field. In May 2019, the approval of JAKAFI in steroid-refractory acute GVHD triggered a $ 20.0 million milestone payment to Lilly. In March 2022, the positive recommendation from the European Medicines Agency for regulatory approval of ruxolitinib in the GVHD field triggered an additional $ 20.0 million milestone payment to Lilly, which was recorded as research and development expense in our condensed consolidated statements of operations for the three months ended March 31, 2022. Agenus In January 2015, we entered into a License, Development and Commercialization Agreement with Agenus Inc. and its wholly-owned subsidiary, 4-Antibody AG (now known as Agenus Switzerland Inc.), which we collectively refer to as Agenus. Under this agreement, which was amended in February 2017, the parties have agreed to collaborate on the discovery of novel immuno-therapeutics using Agenus’ antibody discovery platforms. Since the inception of the agreement through September 30, 2023, we have paid Agenus milestones totaling $ 30.0 million, and Agenus is eligible to receive up to an additional $ 500.0 million in future contingent development, regulatory and commercialization milestones across all programs in the collaboration. As of September 30, 2023, we held an investment of approximately 12.1 million shares of Agenus Inc. common stock. The fair market value of our long term investment in Agenus Inc. at September 30, 2023 and December 31, 2022 was $ 13.6 million and $ 29.0 million, respectively. For the three and nine months ended September 30, 2023, we recorded an unrealized loss of $ 5.6 million and $ 15.3 million, respectively, based on the change in fair value of Agenus Inc.’s common stock during the respective periods. For the three and nine months ended September 30, 2022, we recorded an unrealized gain of $ 1.3 million and an unrealized loss of $ 14.1 million, respectively, based on the change in fair value of Agenus Inc.’s common stock during the respective periods. During May 2023, Agenus Inc. distributed a dividend of shares it owned of its publicly traded subsidiary MiNK Therapeutics' ("MiNK") common stock to shareholders who held Agenus Inc. shares. As a result, we acquired approximately 0.2 million shares of MiNK common stock. The fair market value of our long term investment in MiNK at September 30, 2023 was $ 0.2 million. During the three and nine months ended September 30, 2023, we recorded an unrealized loss of $ 0.2 million and a nominal unrealized gain, respectively, based on the change in fair value of MiNK’s common stock during the period. 15 Table of Contents Merus In December 2016, we entered into a Collaboration and License Agreement with Merus N.V. (“Merus”). Under this agreement, the parties have agreed to collaborate with respect to the research, discovery and development of bispecific antibodies utilizing Merus’ technology platform. The collaboration encompasses up to ten independent programs. In January 2023, we paid Merus a milestone of $ 2.5 million, which was recorded as research and development expense in our condensed consolidated statements of operations during the three months ended March 31, 2023. In August 2023, we paid Merus a milestone of $ 2.5 million, which was recorded as research and development expense in our condensed consolidated statements of operations during the three months ended September 30, 2023. Since the inception of the agreement through September 30, 2023, we have paid and expensed Merus milestones totaling $ 8.0 million. During August 2023, we purchased approximately 0.5 million shares of Merus’ common shares for an aggregate purchase price of $ 10.0 million in cash. As of September 30, 2023, we held an investment of approximately 4.0 million common shares. The fair market value of our total long term investment in Merus at September 30, 2023 and December 31, 2022 was $ 94.4 million and $ 54.9 million, respectively. For the three and nine months ended September 30, 2023, we recorded an unrealized loss of $ 9.1 million and an unrealized gain of $ 29.5 million, respectively, based on the change in fair value of Merus’ common shares during the respective periods. For the three and nine months ended September 30, 2022, we recorded an unrealized loss of $ 9.3 million and $ 41.8 million, respectively, based on the change in fair value of Merus’ common shares during the respective periods. MacroGenics In October 2017, we entered into a Global Collaboration and License Agreement with MacroGenics, Inc. (“MacroGenics”). Under this agreement, we received exclusive development and commercialization rights worldwide to MacroGenics’ INCMGA0012 (formerly MGA012), an investigational monoclonal antibody that inhibits PD-1. Except as set forth in the succeeding sentence, we have sole authority over and bear all costs and expenses in connection with the development and commercialization of INCMGA0012 in all indications, whether as a monotherapy or as part of a combination regimen. MacroGenics has retained the right to develop and commercialize, at its cost and expense, its pipeline assets in combination with INCMGA0012. In addition, MacroGenics has the right to manufacture a portion of both companies’ global clinical and commercial supply needs of INCMGA0012. In July 2022, we amended our agreement with MacroGenics to reflect changes related to the payment of certain milestones and paid MacroGenics $ 30.0 million, which was previously recorded as research and development expense in our condensed consolidated statements of operations in the third quarter of 2022. In March 2023, we made a $ 15.0 million regulatory milestone payment to MacroGenics for the FDA approval of ZYNYZ for the treatment of adults with Merkel cell carcinoma. This milestone payment was capitalized as an intangible asset and included in Other intangible assets, net on the condensed consolidated balance sheet as of September 30, 2023, and is being amortized through cost of product revenues over the estimated useful life of 13.5 years. Since the inception of the agreement through September 30, 2023, we have paid MacroGenics developmental and regulatory milestones totaling $ 115.0 million. After the amendment and subsequent payments, MacroGenics will be eligible to receive up to an additional $ 320.0 million in future contingent development and regulatory milestones, and up to $ 330.0 million in sales milestones as well as tiered royalties ranging from 15 % to 24 % of global net sales. Research and development expenses for the three and nine months ended September 30, 2023 also included $ 12.9 million and $ 42.8 million, respectively, of development costs incurred pursuant to the MacroGenics agreement. Research and development expenses for the three and nine months ended September 30, 2022 also included $ 41.6 million and $ 69.9 million, respectively, of development costs incurred pursuant to the MacroGenics agreement. At September 30, 2023 and December 31, 2022, a total of $ 0.8 million and $ 2.9 million of such costs were included in accrued and other liabilities on the condensed consolidated balance sheets. 16 Table of Contents Syros In January 2018, we entered into a Target Discovery, Research Collaboration and Option Agreement with Syros Pharmaceuticals, Inc. (“Syros”). Under this agreement, Syros would use its proprietary gene control platform to identify novel therapeutic targets with a focus in myeloproliferative neoplasms and we had received options to obtain exclusive worldwide rights to intellectual property resulting from the collaboration for up to seven validated targets. In August 2023, we terminated the Target Discovery, Research Collaboration and Option Agreement with Syros, effective as of October 10, 2023. As of September 30, 2023, we held an investment of approximately 0.1 million shares of Syros common stock. The fair market value of our long term investment in Syros as of September 30, 2023 and December 31, 2022 was $ 0.4 million and $ 0.3 million, respectively. For the three and nine months ended September 30, 2023, we recorded a unrealized gain of $ 0.1 million and a nominal unrealized gain, respectively, based on the change in fair value of Syros’ common stock during the respective periods. For the three and nine months ended September 30, 2022, we recorded an unrealized loss of $ 0.3 million and $ 2.5 million, respectively, based on the change in fair value of Syros’ common stock during the respective periods. MorphoSys In January 2020, we entered into a Collaboration and License Agreement with MorphoSys AG and MorphoSys US Inc., a wholly-owned subsidiary of MorphoSys AG (together with MorphoSys AG, “MorphoSys”), covering the worldwide development and commercialization of MOR208 (tafasitamab), an investigational Fc engineered monoclonal antibody directed against the target molecule CD19 that was under clinical development by MorphoSys at the beginning of the agreement, and has subsequently been commercialized as MONJUVI/MINJUVI. MorphoSys has exclusive worldwide development and commercialization rights to tafasitamab under a June 2010 collaboration and license agreement with Xencor, Inc. Under the terms of the agreement, we received exclusive commercialization rights outside of the United States, and MorphoSys and we have co-commercialization rights in the United States, with respect to tafasitamab. MorphoSys is responsible for leading the commercialization strategy and booking all revenue from sales of tafasitamab in the United States, and we and MorphoSys are both responsible for commercialization efforts in the United States and will share equally the profits and losses from the co-commercialization efforts. We will lead the commercialization strategy outside of the United States, and will be responsible for commercialization efforts and book all revenue from sales of tafasitamab outside of the United States, subject to our royalty payment obligations set forth below. We and MorphoSys have agreed to co-develop tafasitamab and to share development costs associated with global and U.S.-specific clinical trials, with Incyte responsible for 55 % of such costs and MorphoSys responsible for 45 % of such costs. Each company is responsible for funding any independent development activities, and we are responsible for funding development activities specific to territories outside of the United States. All development costs related to the collaboration are subject to a joint development plan. MorphoSys is eligible to receive up to $ 737.5 million in future contingent development and regulatory milestones and up to $ 315.0 million in commercialization milestones as well as tiered royalties ranging from the mid-teens to mid-twenties of net sales outside of the United States. MorphoSys’ right to receive royalties in any particular country will expire upon the last to occur of (a) the expiration of patent rights in that particular country, (b) a specified period of time after the first post-marketing authorization sale of a licensed product comprising tafasitamab in that country, and (c) the expiration of any regulatory exclusivity for that licensed product in that country. Since the inception of the agreement through September 30, 2023, we have paid MorphoSys milestones totaling $ 2.5 million, all of which have previously been recorded as research and development expenses. As of September 30, 2023, we held an investment of approximately 3.6 million American Depository Shares, each representing 0.25 of an ordinary share of MorphoSys AG. The fair market value of our long term investment in MorphoSys AG as of September 30, 2023 and December 31, 2022 was $ 24.4 million and $ 13.0 million, respectively. For the three and nine months ended September 30, 2023, we recorded an unrealized loss of $ 2.7 million and an unrealized gain of $ 11.4 million, respectively, based on the change in fair value of MorphoSys AG's ordinary shares during the respective periods. For the three and nine months ended September 30, 2022, we recorded an unrealized gain of $ 0.8 million and an unrealized loss of $ 15.9 million, respectively, based on the change in fair value of MorphoSys AG's ordinary shares during the respective periods. 17 Table of Contents Our 50 % share of the United States loss or profit for the commercialization of tafasitamab for the three and nine months ended September 30, 2023 was a loss of $ 1.1 million and profit of $ 0.9 million, respectively, and is recorded as loss and (profit) sharing under collaboration agreements on the condensed consolidated statement of operations. Our 50 % share of the United States loss for the commercialization of tafasitamab for the three and nine months ended September 30, 2022 was $ 1.8 million and $ 9.1 million, respectively, and is recorded as loss and (profit) sharing under collaboration agreements on the condensed consolidated statement of operations. Research and development expenses for the three and nine months ended September 30, 2023, includes $ 13.0 million and $ 58.5 million, respectively, related to our 55 % share of the co-development costs for tafasitamab. Research and development expenses for the three and nine months ended September 30, 2022, includes $ 21.9 million and $ 70.4 million, respectively, related to our 55 % share of the co-development costs for tafasitamab. At September 30, 2023 and December 31, 2022, $ 12.4 million and $ 28.5 million, respectively, was included in accrued and other liabilities on the condensed consolidated balance sheets for amounts due to MorphoSys under the agreement. Syndax In September 2021, we entered into a Collaboration and License Agreement with Syndax Pharmaceuticals, Inc. (“Syndax”), covering the worldwide development and commercialization of SNDX-6352 (“axatilimab”). The agreement became effective in December 2021. Axatilimab, which is currently in clinical development, is a monoclonal antibody that blocks the colony stimulating factor-1 (CSF-1) receptor. Syndax obtained exclusive worldwide development and commercialization rights to axatilimab under a June 2016 license agreement with UCB Biopharma Sprl. Under the terms of our agreement with Syndax, we received exclusive commercialization rights to axatilimab outside of the United States, and share commercialization rights in the United States. We are responsible for leading the commercialization strategy and booking all revenue from sales of axatilimab globally. Incyte and Syndax will share equally the profits and losses from the co-commercialization efforts in the United States. Sales of axatilimab outside the United States will be subject to our royalty payment obligations to Syndax, as set forth below. We and Syndax have agreed to co-develop axatilimab and to share development costs associated with global and U.S.-specific clinical trials, with Incyte responsible for 55 % of such costs and Syndax responsible for 45 % of such costs. Each company is responsible for funding any independent development activities. All development costs related to the collaboration are subject to a joint development plan. In December 2021, we paid Syndax an upfront, non-refundable payment of $ 117.0 million, which was recorded in research and development expense on the consolidated statement of operations for the year ended December 31, 2021. Syndax is eligible to receive up to $ 220.0 million in future contingent development and regulatory milestones and up to $ 230.0 million in sales milestones as well as tiered royalties ranging in the mid-teens on net sales in Europe and Japan and low double digit percentage on net sales in the rest of the world outside of the United States. Syndax’s right to receive royalties in any particular country will expire upon the last to occur of (a) the expiration of patent rights in that particular country, (b) a specified period of time after the first post-marketing authorization sale of a licensed product comprising axatilimab in that country, and (c) the expiration of any regulatory exclusivity for that licensed product in that country. As of September 30, 2023, we held an investment of approximately 1.4 million shares of Syndax common stock. The fair market value of our long term investment in Syndax as of September 30, 2023 and December 31, 2022 was $ 20.6 million and $ 36.2 million. For the three and nine months ended September 30, 2023, we recorded an unrealized loss of $ 9.2 million and $ 15.6 million, respectively, based on the change in fair value of Syndax’s common stock during the respective periods. For the three and nine months ended September 30, 2022, we recorded an unrealized gain of $ 6.8 million and $ 3.1 million, respectively, based on the change in fair value of Syndax’s common stock during the respective periods. Research and development expenses for the three and nine months ended September 30, 2023, includes $ 5.1 million and $ 16.9 million, respectively, related to our 55 % share of the co-development costs for axatilimab. At September 30, 2023, $ 7.3 million was included in accrued and other liabilities on the condensed consolidated balance sheet for amounts due to Syndax under the agreement. 18 Table of Contents Other Agreements In addition to the license and collaboration agreements discussed above, we have various other license and collaboration agreements that are not individually material to our operating results or financial condition at this time. Pursuant to the terms of those agreements, we may be required to pay, or we may receive, additional amounts contingent upon the occurrence of various future events such as future discovery, development, regulatory or commercial milestones, which in the aggregate could be material. In addition, if any products related to these collaborations are approved for sale, we may be required to pay, or we may receive, royalties on future sales. The payment or receipt of these amounts, however, is contingent upon the occurrence of various future events, the likelihood of which cannot presently be determined. Note 8. Property and Equipment, net Property and equipment, net consists of the following (in thousands): September 30, 2023 December 31, 2022 Office equipment $ 23,235 $ 22,734 Laboratory equipment 205,466 192,141 Computer equipment 142,888 92,115 Land 10,484 10,429 Building and leasehold improvements 568,733 564,170 Operating lease right-of-use assets 21,938 23,311 Construction in progress 13,567 47,224 986,311 952,124 Less accumulated depreciation and amortization ( 253,265 ) ( 212,814 ) Property and equipment, net $ 733,046 $ 739,310 Note 9. Accrued and Other Current Liabilities Accrued and other current liabilities consisted of the following (in thousands): September 30, 2023 December 31, 2022 Royalties $ 354,947 $ 263,466 Clinical related costs 100,282 130,570 Sales allowances 231,885 192,133 Sales and marketing 36,697 31,149 Construction in progress 11 3,493 Operating lease liabilities 6,181 8,195 Other current liabilities 90,604 72,047 Total accrued and other current liabilities $ 820,607 $ 701,053 19 Table of Contents Note 10. Stock Compensation We recorded $ 48.0 million and $ 155.9 million of stock compensation expense on our condensed consolidated statements of operations for the three and nine months ended September 30, 2023, respectively. We recorded $ 45.4 million and $ 135.7 million of stock compensation expense on our condensed consolidated statements of operations for the three and nine months ended September 30, 2022, respectively. Stock compensation expense included within our condensed consolidated statements of operations included research and development expense of $ 26.9 million, $ 90.7 million, $ 25.8 million and $ 80.2 million for the three and nine months ended September 30, 2023 and 2022, respectively. Stock compensation expense included within our condensed consolidated statements of operations also included selling, general and administrative expense of $ 20.3 million, $ 62.8 million, $ 18.9 million and $ 53.5 million for the three and nine months ended September 30, 2023 and 2022, respectively. Stock compensation expense included within our condensed consolidated statements of operations also included cost of product revenues of $ 0.8 million, $ 2.4 million, $ 0.7 million and $ 2.0 million, respectively, for the three and nine months ended September 30, 2023 and 2022. We utilized the Black-Scholes valuation model for estimating the fair value of the stock compensation granted, with the following weighted-average assumptions: Employee Stock Options Employee Stock Purchase Plan For the Three Months Ended For the Nine Months Ended For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 2023 2022 2023 2022 Average risk-free interest rates 4.17 % 2.90 % 3.95 % 2.03 % 5.03 % 4.22 % 4.50 % 3.44 % Average expected life (in years) 5.16 5.17 5.05 4.88 0.50 0.50 0.50 0.50 Volatility 32 % 35 % 32 % 36 % 24 % 31 % 22 % 27 % Weighted-average fair value (in dollars) $ 22.32 $ 27.57 $ 24.68 $ 25.96 $ 15.36 $ 16.46 $ 14.72 $ 15.38 The risk-free interest rate is derived from the U.S. Federal Reserve rate in effect at the time of grant. The expected life calculation is based on the observed and expected time to the exercise of options by our employees based on historical exercise patterns for similar type options. Expected volatility is based on the historical volatility of our common stock over the period commensurate with the expected life of the options. A dividend yield of zero is assumed based on the fact that we have never paid cash dividends and have no present intention to pay cash dividends. Nonemployee awards are measured on the grant date by estimating the fair value of the equity instruments to be issued using the expected term, similar to our employee awards. Option activity under our 2010 Stock Incentive Plan (the “2010 Stock Plan”) was as follows: Shares Subject to Outstanding Options Shares Weighted Average Exercise Price Balance at December 31, 2022 12,650,359 $ 87.25 Options granted 1,324,295 $ 70.76 Options exercised ( 231,417 ) $ 67.05 Options cancelled ( 950,614 ) $ 91.40 Balance at September 30, 2023 12,792,623 $ 85.60 Our annual stock option grants generally have a 10 -year term and vest over four years , with 25 % vesting after one year and the remainder vesting in 36 equal monthly installments. 20 Table of Contents Restricted stock unit (“RSU”) and performance share (“PSU”) award activity under the 2010 Stock Plan was as follows: Shares Subject to Outstanding Awards Shares Grant Date Value Balance at December 31, 2022 5,187,592 $ 81.24 RSUs granted 3,510,406 $ 65.41 PSUs granted 300,512 $ 61.76 RSUs released ( 1,236,318 ) $ 83.57 PSUs released ( 108,712 ) $ 102.44 RSUs cancelled ( 303,726 ) $ 77.97 PSUs cancelled ( 52,392 ) $ 72.47 Balance at September 30, 2023 7,297,362 $ 72.31 RSUs and PSUs are granted to our employees at the share price on the date of grant. Each RSU represents the right to acquire one share of our common stock. Each RSU granted in connection with our annual equity awards will vest 25 % annually over four years , while each RSU granted as outstanding merit awards or as part of retention award programs will vest in a single installment at the end of four years . We grant PSUs with performance and/or service-based milestones with graded and/or cliff vesting over three to four years . The shares of our common stock into which each PSU may convert is subject to a multiplier based on the level at which the financial, developmental and market performance conditions are achieved over the service period. Compensation expense for PSUs with financial and developmental performance conditions is recorded over the estimated service period for each milestone when the performance conditions are deemed probable of achievement. For PSUs containing performance conditions which were not deemed probable of achievement, no stock compensation expense is recorded. Compensation expense for PSUs with market performance conditions is calculated using a Monte Carlo simulation model as of the date of grant and recorded over the requisite service period. For the three and nine months ended September 30, 2023 we recorded $ 4.2 million and $ 13.4 million, respectively, of stock compensation expense for PSUs on our condensed consolidated statements of operations. For the three and nine months ended September 30, 2022 we recorded $ 3.2 million and $ 5.1 million of stock compensation expense for PSUs on our condensed consolidated statements of operations. The following table summarizes our shares available for grant under the 2010 Stock Plan. Each RSU and PSU grant reduces the available share pool by 2 shares. Shares Available for Grant Balance at December 31, 2022 5,056,370 Additional authorization 12,500,000 Options, RSUs and PSUs granted ( 8,946,489 ) Options, RSUs and PSUs cancelled 1,662,566 Balance at September 30, 2023 10,272,447 Based on our historical experience of employee turnover, we have assumed an annualized forfeiture rate of 5 % for our options, RSUs and PSUs. Under the true-up provisions of the stock compensation guidance, we will record additional expense if the actual forfeiture rate is lower than we estimated, and will record a recovery of prior expense if the actual forfeiture is higher than we estimated. 21 Table of Contents Total compensation cost of options granted but not yet vested, as of September 30, 2023, was $ 37.1 million, which is expected to be recognized over the weighted average period of approximately 1.2 years. Total compensation cost of RSUs granted but not yet vested, as of September 30, 2023, was $ 278.1 million, which is expected to be recognized over the weighted average period of approximately 2.0 years. Total compensation cost of PSUs granted but not yet vested, as of September 30, 2023, was $ 24.1 million, which is expected to be recognized over the weighted average period of 2.1 years, should the underlying performance conditions be deemed probable of achievement. Note 11. Income Taxes For the three and nine months ended September 30, 2023 and 2022, we recorded the following provisions for income taxes and effective tax rates as compared to our income before provision for income taxes (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Income before provision for income taxes $ 233,799 $ 148,588 $ 563,259 $ 448,501 Provision for income taxes 62,530 35,813 166,739 136,302 Effective tax rate 26.7 % 24.1 % 29.6 % 30.4 % Our effective tax rate for each of the three and nine months ended September 30, 2023 and 2022 was higher than the U.S. statutory rate primarily due to foreign losses with no associated tax benefit (i.e., full valuation allowance) and an increase in our valuation allowance against certain U.S. federal and state deferred tax assets offset to a lesser extent by tax rate benefits associated with research and development and orphan drug tax credit generations and foreign derived intangible income deductions. The effective tax rate for the three months ended September 30, 2023 increased as compared to the prior year period primarily due to an increase in foreign losses with no associated tax benefit. The effective tax rate for the nine months ended September 30, 2023 decreased as compared to the prior year period primarily due to greater tax benefits recognized in 2023 associated with research and development and orphan drug tax credit generations, partially offset by a decrease in the tax benefit associated with foreign derived intangible income. The balance of our unrecognized tax benefits (including penalties and interest) decreased by $ 2.1 million during the nine months ended September 30, 2023. This movement was primarily driven by reductions related to prior period tax positions of $ 10.1 million, offset by additions to current and prior period tax positions of $ 5.3 million, as well as $ 2.7 million of interest and penalties. We accrue interest and penalties related to unrecognized tax benefits as a component of its provision for income taxes. In August 2022, the Inflation Reduction Act of 2022 (“IRA”) was enacted into law. The IRA includes a 15% corporate alternative minimum tax and a 1% excise tax on share repurchases. We do not expect the IRA's tax provisions to have a material impact on our consolidated financial statements. 22 Table of Contents Note 12. Net Income Per Share Net income per share was calculated as follows for the periods indicated below: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Basic net income $ 171,269 $ 112,775 $ 396,520 $ 312,199 Weighted average common shares outstanding 224,078 222,415 223,428 221,801 Basic net income per share $ 0.76 $ 0.51 $ 1.77 $ 1.41 Diluted net income $ 171,269 $ 112,775 $ 396,520 $ 312,199 Weighted average common shares outstanding 224,078 222,415 223,428 221,801 Dilutive stock options and awards 2,089 1,760 2,328 1,825 Weighted average shares used to compute diluted net income per share 226,167 224,175 225,756 223,626 Diluted net income per share $ 0.76 $ 0.50 $ 1.76 $ 1.40 The potential common shares that were excluded from the diluted net income per share computation are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Outstanding stock options and awards 12,997,146 11,150,022 11,964,901 10,979,096 Note 13. Employee Benefit Plans Defined Contribution Plans We have a defined contribution plan qualified under Section 401(k) of the Internal Revenue Code covering all U.S. employees and defined contribution plans for other Incyte employees in Europe and Japan. Employees may contribute a portion of their compensation, which is then matched by us, subject to certain limitations. Defined contribution expense for the three and nine months ended September 30, 2023 was $ 5.0 million and $ 14.6 million, respectively. Defined contribution expense for the three and nine months ended September 30, 2022 was $ 5.1 million and $ 14.7 million, respectively. Defined Benefit Pension Plans We have defined benefit pension plans for our employees in Europe which provide benefits to employees upon retirement, death or disability. The assets of the pension plans are held in collective investment accounts represented by the cash surrender value of an insurance policy and are classified as Level 2 within the fair value hierarchy. 23 Table of Contents The net periodic benefit cost was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Service cost $ 1,999 $ 2,376 $ 5,820 $ 7,336 Interest cost 1,060 61 1,721 187 Expected return on plan assets ( 2,017 ) ( 1,008 ) ( 4,293 ) ( 3,114 ) Amortization of prior service cost 175 193 554 580 Amortization of actuarial losses — 89 — 266 Net periodic benefit cost $ 1,217 $ 1,711 $ 3,802 $ 5,255 The components of net periodic benefit cost other than the service cost component are included in Interest income and other, net on the condensed consolidated statements of operations. We expect to contribute a total of $ 8.0 million to the pension plans in 2023 inclusive of the amounts contributed to the plan during the current period. Note 14. Commitments and Contingencies We have entered into the collaboration agreements described in Note 7, as well as various other collaboration agreements that are not individually, or in the aggregate, significant to our operating results or financial condition at this time. We may in the future seek to license additional rights relating to technologies or drug development candidates in connection with our drug discovery and development programs. Under these agreements, we may be required to pay upfront fees, milestone payments, and royalties on sales of future products. In the ordinary course of our business, we may become involved in lawsuits, proceedings, and other disputes, including commercial, intellectual property, regulatory, employment, and other matters. We record a reserve for these matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We brought a lawsuit against the U.S. Centers for Medicare and Medicaid Services (“CMS”) alleging that a recent regulation issued by CMS on the definition of “line extension” for purposes of the Medicaid rebate program is too broad and has the unintended consequence of treating OPZELURA as a “line extension” of JAKAFI under this program. We believe that such a reading would be a violation of CMS’s statutory authority and that it would be arbitrary and capricious to treat OPZELURA which, among other differentiators, is indicated to treat entirely different medical conditions and entirely different patient populations than JAKAFI. As of September 30, 2023, we have accrued approximately $ 42.9 million within accrued and other current liabilities on the condensed consolidated balance sheet. The impact on OPZELURA gross to net deductions for the quarter ending September 30, 2023 is approximately 6.6 %. If OPZELURA is not treated as a line extension of JAKAFI, this would result in a reversal of our accrual and a lower future gross to net deduction for OPZELURA. In addition, we have an outstanding contractual dispute with Novartis relating to royalties on JAKAFI net sales within the United States. Refer to Note 7. 24 Table of Contents