42 unchanged sentences
Other Information
+Added: (b) During the three months ended December 31, 2023, no director of officer (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934) of our Company adopted a prearranged trading plan relating to our common stock and intended to satisfy the affirmative defense of Rule 10b5–1(c) under the Securities Exchange Act of 1934.
+Added: During the three months ended December 31, 2023, no director or officer (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934) of our Company adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities, whether or not intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
+Added: Not applicable.
Directors, Executive Officers and Corporate Governance
37 unchanged sentences
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).
−Removed: 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).
+Added: 3(ii) Bylaws of the Company, as amended as of July 27, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10- Q for the quarter ended June 30, 2023 ).
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).
4.2 Description of Registrant’s Securities Registered under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019).
−Removed: 10.1# Incyte Corporation Amended and Restated 2010 Stock Incentive Plan, as amended and restated May 13, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 27, 2021).
+Added: 10.1# Incyte Corporation Amended and Restated 2010 Stock Incentive Plan, as amended on April 13, 202 3 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 15, 2023 ).
+Added: Number Description of Document
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).
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).
−Removed: 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).
2 unchanged sentences
10.7# Form of Indemnity Agreement between the Company and its directors and officers (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No.
−Removed: 10.8# 1997 Employee Stock Purchase Plan of Incyte Corporation, as amended and restated effective November 17, 2020 (incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020).
+Added: 10.8# 1997 Employee Stock Purchase Plan of Incyte Corporation, as amended on April 13, 2023 (incorporated by reference to Exhibit 10.
+Added: 2 to the Company’s Current R eport on Form 8-K filed Jun e 15, 2023 ).
10.9# Form of Employment Agreement between the Company and Barry P.
1 unchanged sentence
Stein (effective as of March 2, 2015), Vijay K.
−Removed: Iyengar (effective as of May 9, 2016), Maria E.
−Removed: Pasquale (effective as of April 9, 2018) and Dashyant Dhanak (effective as of December 10, 2018) (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012).
+Added: Iyengar (effective as of May 9, 2016), Pablo J.
+Added: Cagnoni (effective as of June 7, 2023 ) and Sheila A.
+Added: Denton (effective as of October 2, 2023) (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012).
10.10# Form of Amended and Restated Employment Agreement, effective as of April 18, 2012, between the Company and Paula J.
2 unchanged sentences
10.12# Amended and Restated Employment Agreement between the Company and Hervé Hoppenot, dated as of October 25, 2019 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019).
+Added: 10.13# Offer of Employment Letter, dated April 21, 2023, from the Company to Pablo J.
+Added: Cagnoni (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023).
10.14† Collaboration and License Agreement entered into as of November 24, 2009, by and between the Company and Novartis International Pharmaceutical Ltd.
5 unchanged sentences
10.15† 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 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019).
+Added: Number Description of Document
10.15.1† Amendment, dated June 22, 2010, 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 10.2.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019).
2 unchanged sentences
2 on Form 10-K/A to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016).
−Removed: Number Description of Document
10.15.4†† 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).
10 unchanged sentences
10.18 Revolving Credit and Guaranty Agreement, dated as of August 18, 2021, among the Company, the guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021).
+Added: 10.18.1 Amendment No.
+Added: 1, dated as of May 10, 2023, to Revolving Credit and Guaranty Agreement dated as of August 18, 2021 among the Company, the guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.
+Added: (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023).
21.1* Subsidiaries of the Company.
5 unchanged sentences
32.2** Statement of the Chief Financial Officer under Section 906 of the Sarbanes Oxley Act of 2002 (18 U.S.C Section 1350).
+Added: 97.1* Incyte Corporation Policy for Recoupment of Erroneously Awarded Compensation.
101 XBRL Instance – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
2 unchanged sentences
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document
+Added: Number Description of Document
101.LAB* XBRL Taxonomy Extension Label Linkbase Document
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Hervé Hoppenot
−Removed: Chairman, President, and Chief Executive Officer
+Added: President and Chief Executive Officer
February 13, 2024
POWER OF ATTORNEY
−Removed: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Hervé Hoppenot, Christiana Stamoulis, and Maria E.
−Removed: Pasquale, and each of them, his true and lawful attorneys-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any amendments to this report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact or their substitute or substitutes may do or cause to be done by virtue hereof.
+Added: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Hervé Hoppenot, Christiana Stamoulis, and Sheila Denton, and each of them, his or her true and lawful attorneys-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any amendments to this report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact or their substitute or substitutes may do or cause to be done by virtue hereof.
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.
1 unchanged sentence
/s/ HERVÉ HOPPENOT
−Removed: Chairman, President, and Chief Executive Officer (Principal Executive Officer) and Director February 7, 2023
+Added: President and Chief Executive Officer (Principal Executive Officer) and Chairman of the Board February 13, 2024
Hervé Hoppenot
/s/ CHRISTIANA STAMOULIS
−Removed: Chief Financial Officer (Principal Financial Officer) February 7, 2023
+Added: Executive Vice President and Chief Financial Officer (Principal Financial Officer) February 13, 2024
Christiana Stamoulis
/s/ THOMAS TRAY
−Removed: VP, Chief Accounting Officer (Principal Accounting Officer) February 7, 2023
+Added: Vice President and Chief Accounting Officer (Principal Accounting Officer) February 13, 2024
/s/ JULIAN C.
15 unchanged sentences
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.