42 unchanged sentences
Other Information
−Removed: (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.
−Removed: 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: (b) During the three months ended December 31, 2024, the following officers (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: Christiana Stamoulis , our Executive Vice President and Chief Financial Officer , adopted a trading plan on November 26, 2024 providing for the sale of up to an aggregate of 107,938 shares of our common stock until November 26, 2025 .
+Added: Sheila Denton , our Executive Vice President and General Counsel , adopted a trading plan on November 27, 2024 providing for the sale of up to an aggregate of 32,014 shares of our common stock until November 27, 2025 .
+Added: Barry Flannelly , our Executive Vice President and General Manager, North America , adopted a trading plan on December 13, 2024 providing for the sale of up to an aggregate of 315,415 shares of our common stock until January 6, 2026 .
+Added: During the three months ended December 31, 2024, 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), other than as set forth above.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
14 unchanged sentences
We intend to disclose future amendments to certain provisions of our Code of Business Conduct and Ethics or Senior Financial Officers’ Code of Ethics or any waivers, if and when granted, of our Code of Business Conduct and Ethics or Senior Financial Officers’ Code of Ethics on our website at www.incyte.com within four business days following the date of such amendment or waiver.
+Added: We have adopted our Policy on Insider Trading governing the purchase or sale of our securities by our officers, employees and members of the Board of Directors, as well as our contractors, consultants, secondees and temporary workers, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing standards of The Nasdaq Stock Market.
+Added: A copy of our Policy on Insider Trading is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
+Added: Information regarding our policies and practices on the timing of equity awards will be included in the Proxy Statement and is incorporated herein by reference.
Our Board of Directors has appointed an Audit and Finance Committee of three directors, currently comprised of Mr.
27 unchanged sentences
10.1# Incyte Corporation Amended and Restated 2010 Stock Incentive Plan, as amended on April 13, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 15, 2023).
−Removed: 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).
3 unchanged sentences
10.6# Form of Restricted Stock Unit Award Agreement for Outside Directors 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 June 30, 2019).
+Added: 10.7# F orm of U.S.
+Added: Stock Option Agreement for Executive Officers under the Incyte Corporation Amended and Restated 2010 Stock Incentive Plan (incorporated by re ference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024).
+Added: 10.8# F orm of U.S.
+Added: Restricted Stock Unit Award Agreement under the Inc yte Corporat ion 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 qu arter ended September 30, 2024 ).
+Added: 10.9# I ncyte Corporation 2024 Indu cement Stock Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company's Registration Statement on Form S-8 (File No.
+Added: 10.10# F o rm of Global Nonstatutory Stock Option Agreement for Executive Officers under the Incyte Corporation 2024 Inducement Stock Incentive Plan (incorporated by reference to Exh ibit 99.2 to the Company's Registration S tatement on Form S -8 (File No.
+Added: 333-277043 ).
+Added: 10.11# Form of Global Restricted Stock Unit Agreement under the Incyte Corporation 2024 Inducement Stock Incentive Plan (incorporated by reference to Exhibit 99 .3 to the Company's Registration S tatement on Form S-8 (File No.
+Added: 333-277043) .
+Added: 10.12# F orm of Performance Share Awar d Agreement under the Incyte Corp oration 2024 Inducement Stock Incentive Plan (incorporated by reference to Exhi bit 99.4 to the Company's Registration S tatement on Form S-8 (F ile No.
+Added: 10.13# Form of U.S.
+Added: Nonstatutory Stock Option Agreement for Executive Officers under the Incyte Corporation 2024 Inducement Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended Septe mber 30, 2024).
+Added: 10.14# F orm of U.S.
+Added: Restricted Stock Unit Award Agreement for Executive Officers under the Incyte Corp oration 2024 Inducement Stock Incentive Plan (in corporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter en ded September 30, 2024).
+Added: Number Description of Document
10.15# 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 on April 13, 2023 (incorporated by reference to Exhibit 10.
−Removed: 2 to the Company’s Current R eport on Form 8-K filed Jun e 15, 2023 ).
+Added: 10.16# 1997 Employee Stock Purchase Plan of Incyte Corporation, as amended on April 13, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed June 15, 2023).
10.17# Form of Employment Agreement between the Company and Barry P.
2 unchanged sentences
Iyengar (effective as of May 9, 2016), Pablo J.
−Removed: Cagnoni (effective as of June 7, 2023 ) and Sheila A.
−Removed: 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).
+Added: Cagnoni (effective as of June 7, 2023), Sheila A.
+Added: Denton (effective as of October 2, 2023), Matteo Trotta (effective as of March 25, 2024), Lee Heeson (effective as of October 1, 2024) and Mohamed Issa (effective as of January 6, 2025) (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012).
10.18# Form of Amended and Restated Employment Agreement, effective as of April 18, 2012, between the Company and Paula J.
11 unchanged sentences
10.23† 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).
−Removed: Number Description of Document
10.23.1† 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).
3 unchanged sentences
10.23.4†† 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).
−Removed: 10.16 † License, Development and Commercialization Agreement, dated as of January 9, 2015, by and among the Company, Incyte Europe S.à.r.l.
−Removed: (a wholly owned subsidiary of the Company), Agenus Inc.
−Removed: and 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, 2015).
−Removed: 10.16.1† First Amendment, dated as of February 14, 2017, to License, Development and Commercialization Agreement entered into as of January 9, 2015, by and among the Company, Incyte Europe S.à.r.l.
−Removed: (a wholly owned subsidiary of the Company), Agenus Inc.
−Removed: and Agenus Switzerland Inc.
−Removed: (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).
+Added: Number Description of Document
10.24 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
(incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023).
+Added: 10.25.2 Amendment No.
+Added: 2 , dated as of June 28, 2024, to R evolving Credit and Guar anty 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 (in corporated by reference to Exhibit 10.1 to the Company's Quart erly Report on Form 10-Q for the qu a rter ended June 30, 2024 ).
+Added: 19.1* Policy on insider trading.
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).
−Removed: 97.1* Incyte Corporation Policy for Recoupment of Erroneously Awarded Compensation.
+Added: 97 Incyte Corporation Policy for Recoupment of Erroneously Awarded Compensation (inc orporated by reference to Exhibit 97.1 to the Company's Amended Annual Report on Form 10-K/A for the year ended December 31, 202 3 filed February 16, 2024 ) .
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
−Removed: Number Description of Document
101.LAB* XBRL Taxonomy Extension Label Linkbase Document
51 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.