SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 14)*

Incyte Corporation

(Name of Issuer)

Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

45337C102

(CUSIP number)

Leo Kirby

667 Madison Avenue, 21^st Floor

New York, NY 10065

(212) 339-5633

(Name, address and telephone number of person authorized to receive notices and communications)

November 7, 2013

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

(Continued on the following pages)

________________________________

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. £

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

  CUSIP No. 45337C102     13D  

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Baker Bros. Advisors LP 13-4093645
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) p (b) p
3.	SEC USE ONLY
4.	SOURCE OF FUNDS* OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 19,587,165
		8.	SHARED VOTING POWER: 0
		9.	SOLE DISPOSITIVE POWER: 19,587,165
		10.	SHARED DISPOSITIVE POWER: 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 19,587,165
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) p
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.8%(1)
14.	TYPE OF REPORTING PERSON (See Instructions) IA

(1) Based on 161,119,554 shares of the Issuer’s common stock outstanding as of October 14, 2013, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on October 31, 2013.

  CUSIP No. 45337C102     13D  

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Baker Bros. Advisors (GP) LLC 46-37147749
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) p (b) p
3.	SEC USE ONLY
4.	SOURCE OF FUNDS* OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 19,587,165
		8.	SHARED VOTING POWER: 0
		9.	SOLE DISPOSITIVE POWER: 19,587,165
		10.	SHARED DISPOSITIVE POWER: 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 19,587,165
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) p
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.8%(1)
14.	TYPE OF REPORTING PERSON (See Instructions) HC

(1) Based on 161,119,554 shares of the Issuer’s common stock outstanding as of October 14, 2013, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on October 31, 2013.

  CUSIP No. 45337C102     13D  

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Julian C. Baker
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) p (b) p
3.	SEC USE ONLY
4.	SOURCE OF FUNDS* OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER: 19,719,314 (1)
		8.	SHARED VOTING POWER: 0
		9.	SOLE DISPOSITIVE POWER: 19,719,314 (1)
		10.	SHARED DISPOSITIVE POWER: 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 19,719,314 (1)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) p
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.9%(2)
14.	TYPE OF REPORTING PERSON (See Instructions) IN, HC

(1) Includes 170,000 shares of the Issuer’s common stock underlying 170,000 options directly held and 7,289 shares of the Issuer’s common stock issuable based upon conversion of 4.75% Convertible Senior Notes due 2015 (conversion subject to the limitations described in Item 5) directly held.

(See Item 5 for additional information).

(2) Based on 161,119,554 shares of the Issuer’s common stock outstanding as of October 14, 2013, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on October 31, 2013.

  CUSIP No. 45337C102     13D  

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Felix J. Baker
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) p (b) p
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (See Instructions) OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER: 19,526,731 (1)
		8.	SHARED VOTING POWER: 0
		9.	SOLE DISPOSITIVE POWER: 19,526,731 (1)
		10.	SHARED DISPOSITIVE POWER: 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 19,526,731 (1)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) p
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.8%(2)
14.	TYPE OF REPORTING PERSON (See Instructions) IN, HC

(1) Includes 7,403 shares of the Issuer’s common stock issuable based upon conversion of 4.75% Convertible Senior Notes due 2015 (conversion subject to the limitations described in Item 5) directly held. (See Item 5 for additional information).

(2) Based on 161,119,554 shares of the Issuer’s common stock outstanding as of October 14, 2013, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on October 31, 2013.

  CUSIP No. 45337C102     13D  

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) FBB2, LLC 45-5474130
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) p (b) p
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (See Instructions) OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER: 15,110
		8.	SHARED VOTING POWER: 0
		9.	SOLE DISPOSITIVE POWER: 15,110
		10.	SHARED DISPOSITIVE POWER: 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 15,110
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) p
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.01%(1)
14.	TYPE OF REPORTING PERSON (See Instructions) OO

(1) Based on 161,119,554 shares of the Issuer’s common stock outstanding as of October 14, 2013, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on October 31, 2013.

  CUSIP No. 45337C102     13D  

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) FBB Associates 13-3843860
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) p (b) p
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (See Instructions) OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER: 33,410
		8.	SHARED VOTING POWER: 0
		9.	SOLE DISPOSITIVE POWER: 33,410
		10.	SHARED DISPOSITIVE POWER: 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 33,410
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) p
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.02%(1)
14.	TYPE OF REPORTING PERSON (See Instructions) OO

(1) Based on 161,119,554 shares of the Issuer’s common stock outstanding as of October 14, 2013, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on October 31, 2013.

  CUSIP No. 45337C102     13D  

Amendment No. 14 to Schedule 13D

This Amendment No. 14 to Schedule 13D amends and supplements the statements on the previously filed Schedules 13D filed by Baker Bros. Advisors LP (the “Adviser”), Baker Bros. Advisors (GP) LLC (the “Adviser GP”), Julian C. Baker, Felix J. Baker, FBB2, LLC (“FBB2”) and FBB Associates (“FBB”) (collectively the “Reporting Persons”). Except as supplemented herein, such statements, as hereto amended and supplemented, remain in full force and effect.

The Adviser GP is the sole general partner of the Adviser. Pursuant to the amended and restated management agreements, as amended, among the Adviser, Baker Brothers Life Sciences, L.P. (“Life Sciences”), 14159, L.P. (“14159”), and 667, L.P. (“667”, and together with Life Sciences and 14159, the “Funds”), and their respective general partners, the Adviser has complete and unlimited discretion and authority with respect to the Funds’ investments and voting power over investments.

Item 3. Source and Amount of Funds or Other Consideration

The disclosure regarding the purchase of the Notes (as defined below) pursuant to the Private Placement (as defined below) in Item 4 is incorporated by reference herein.

Item 4. Purpose of the Transaction.

On November 7, 2013, Incyte Corporation (the “Issuer”) announced the pricing of a private placement of $700 million aggregate principal amount of its convertible senior notes (the “Private Placement”), consisting of $350 million aggregate principal amount of 0.375% convertible senior notes due November 15, 2018 (the “2018 Notes”) and $350 million aggregate principal amount of 1.25% convertible senior notes due November 15, 2020 (the “2020 Notes,” and together with the 2018 Notes, the “Notes”).  The Issuer granted the initial purchasers of the Notes a 30-day option to purchase up to an additional $25 million aggregate principal amount of each series of the Notes.

The 2018 Notes will mature on November 15, 2018, and the 2020 Notes will mature on November 15, 2020. The 2018 Notes and 2020 Notes will bear cash interest, payable semi-annually, and will not be redeemable prior to maturity. The 2018 Notes and 2020 Notes will be convertible only during certain periods and subject to certain circumstances, into cash, shares of the Issuer’s common stock, or a combination of cash and shares of the Issuer’s common stock, at the Issuer’s election. The initial conversion rate for the 2018 Notes and the 2020 Notes is 19.3207 shares of common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $51.76 per share, and is subject to adjustment in certain circumstances.

On November 7, 2013 (pursuant to the Repurchase Agreement, as defined below), 667, Life Sciences, and 14159 agreed to purchase $25,000,000, $219,544,000 and $5,456,000 principal of each of the Issuer’s 2018 Notes and 2020 Notes, respectively, at par, totaling $500,000,000 principal in the aggregate. Each of 667, Life Sciences, and 14159, purchased the 2018 Notes and 2020 Notes with their working capital.

Also, on November 7, 2013, the Funds entered into a letter agreement (“Letter Agreement”) with the Issuer which, among other things, established certain transfer restrictions on the securities of the Issuer, registration rights relating to the Notes and the Issuer’s shares of common stock underlying the Notes and certain restrictions on the conversion of the Notes. More specifically, according to the Letter Agreement, as long as any of the Funds and/or their affiliates (including the Reporting Persons) remain affiliates of the Issuer (as defined in the Securities Act of 1933, as amended (the “Securities Act”)), no sales of the Notes or shares underlying the Notes that constitute restricted shares (as defined in the Securities Act) may occur until the later of one year after the date of the original issuance of the Notes (or such shorter period of time as permitted by Rule 144 under the Securities Act) and 90 days after the relevant Fund and/or affiliate ceases to be an affiliate, subject to certain exceptions, including in reliance on Rule 144 and Rule 144A under the Securities Act. Also, the Funds may request that the Issuer prepare and file a shelf registration statement (which may include an underwritten offering, with the prior written consent of the Issuer) to register the Notes and/or the shares underlying the Notes, subject to certain limitations. The disclosure regarding the restrictions on conversion of the Notes in Item 5 is incorporated by reference herein.

  CUSIP No. 45337C102     13D  

The forgoing description of the Letter Agreement (included in this Item 4 and incorporated by reference from Item 5) does not purport to be a complete and is qualified in its entirety by reference to the full text of the Letter Agreement which is filed as Exhibit 10.1 and is incorporated by reference herein.

Also on November 7, 2013, the Issuer entered into a repurchase agreement (the “Repurchase Agreement”) with the Funds under which the Issuer has agreed to repurchase 4.75% convertible senior notes due November 1, 2015 (“2015 Notes”) for an aggregate consideration, including accrued interest, of approximately $475 million, or a total of approximately $500 million if the option granted to the initial purchasers in respect of each series of notes is exercised in full. Pursuant to the Repurchase Agreement, the Issuer agreed to repurchase $20,922,000, $88,153,000 and $2,459,000 principal of the Issuer’s 2015 Notes from 667, Life Sciences and 14159, respectively, at a price of $425.8779 totaling $474,998,602.13 in the aggregate. Also pursuant to an Additional Repurchase Agreement dated November 8, 2013 (the “Additional Repurchase Agreement”) the Issuer agreed to repurchase an additional $1,084,000, $4,567,000 and $127,000 principal of the Issuer’s 2015 Notes from 667, Life Sciences and 14159, respectively, at a price of $432.6015, totaling $24,995,714.47 in the aggregate. For purposes of this Amendment No. 14, nomenclature of par equals 100. The Private Placement, and the transactions related to the Repurchase Agreement and Additional Repurchase Agreement closed on November 14, 2013.

The foregoing descriptions of the Repurchase Agreement and the Additional Repurchase Agreement do not purport to be a complete and are qualified in their entirety by reference to the full text of the Repurchase Agreement and the Additional Repurchase Agreement, respectively, which are filed as Exhibits 10.2 and 10.3, respectively, to this Amendment No. 14 and are incorporated by reference herein.

The Funds hold the securities for investment purposes. Whether the Reporting Persons or their affiliates purchase any additional securities or dispose of any securities, and the amount and timing of any such transactions, will depend upon the Reporting Persons’ continuing assessments of pertinent factors, including the availability of shares of Common Stock or other securities for purchase at particular price levels, the business and prospects of the Issuer, other business investment opportunities, economic conditions, stock market conditions, money market conditions, the attitudes and actions of the board of directors and management of the Issuer, the availability and nature of opportunities to dispose of shares in the Issuer and other plans and requirements of the particular entities. As of the date of this Amendment No. 14, the Reporting Persons and/or their affiliates have had discussions with management regarding the operations of the Issuer and may discuss items of mutual interest with the Issuer, which could include items in subparagraphs (a) through (j). Julian C. Baker is a Director of the Issuer and acts a representative of the Reporting Persons.

Depending upon their assessments of the above factors from time to time, the Reporting Persons or their affiliates may change their present intentions as stated above, including assessing whether to make suggestions to the management of the Issuer regarding financing, and whether to acquire additional securities of the Issuer, including shares of Common Stock (by means of open market purchases, privately negotiated purchases, exercise of some or all of the Stock Options (as defined below), or otherwise) or to dispose of some or all of the securities of the Issuer, including shares of Common Stock, under their control.

  CUSIP No. 45337C102     13D  

Except as otherwise disclosed herein, at the present time, the Reporting Persons do not have any plans or proposals with respect to any extraordinary corporate transaction involving the Issuer including, without limitation, those matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Amendment No. 14 are incorporated herein by reference. The calculation of beneficial ownership for purposes of this Schedule 13D does not reflect the conversion of the $259,000,000 and $274,500,000 principal amount of the 2018 Notes and 2020 Notes, respectively, because the Issuer may, at its option, settle a conversion request in either cash or shares of common stock.

Set forth below is the aggregate number of shares of common stock of the Issuer directly held by each of the Funds as well as shares of common stock of the Issuer that may be acquired upon conversion of the 2015 Notes, 2018 Notes and 2020 Notes at a presently applicable conversion price of $8.78, $51.758 and $51.758, respectively, by the Funds, not withstanding the ability of the Issuer to settle the Notes, at its option in cash or shares of the Issuer’s common stock and the limitations on conversion described below.

Holder	Shares of Common Stock		Common Stock Underlying 2015 Notes		Common Stock Underlying 2018 Notes		Common Stock Underlying 2020 Notes
667, L.P.		2,023,937		864,123		483,017		483,017
Baker Brothers Life Sciences, L.P.		12,430,783		3,640,888		4,411,415		4,703,621
14159, L.P.		355,839		101,595		109,626		116,890

The number of shares of Common Stock that may be acquired by the Funds upon any conversion of the 2015 Notes is limited to the extent necessary to ensure that, following such conversion, the total number of shares of common stock then beneficially owned by the Funds and their affiliates does not exceed 19.999% of the total outstanding common stock of the Issuer.  As a result of this restriction, the number of shares that may be issued upon conversion of the 2015 Notes by the Funds may change depending upon changes in the outstanding shares of common stock.

Pursuant to the Letter Agreement, the number of shares of Common Stock that may be acquired by the Funds and their affiliates upon any conversion of the Notes is limited to the extent that after such delivery of the shares of Issuer common stock underlying the Notes the Funds and their affiliates would have beneficial ownership of the Issuer’s common stock in excess of 19.999% of the total outstanding common stock of the Issuer.  As a result of this restriction, the number of shares that may be issued upon conversion of the Notes by the Funds may change depending upon changes in the outstanding shares of common stock.

  CUSIP No. 45337C102     13D  

Additionally, pursuant to the Letter Agreement, if at any time the beneficial ownership of the Funds and their affiliates is less than 10% of the shares of the Issuer’s common stock outstanding, the number of shares of Common Stock that may be acquired by the Funds and their affiliates upon any conversion of the Notes will be limited to the extent that after such delivery of the shares of Issuer common stock underlying the Notes the Funds and their affiliates would have beneficial ownership of the Issuer’s common stock in excess of 9.999% of the total number of the issued and outstanding shares of the Issuer’s common stock (including for such purpose the shares of common stock issuable upon conversion of the 2018 Notes and 2020 Notes).

Further, pursuant to the Letter Agreement, if at any time the beneficial ownership of the Funds and their affiliates is less than 5% of the shares of the Issuer’s common stock outstanding, the number of shares of common stock that may be acquired by the Funds and their affiliates upon any conversion of the Notes will be limited to the extent that, after such delivery of the shares of Issuer common stock underlying the Notes, the Funds and their affiliates would have beneficial ownership of the Issuer’s common stock in excess of 4.999% of the total number of the issued and outstanding shares of the Issuer’s common stock (including for such purpose the shares of common stock issuable upon the conversion of the 2018 Notes and 2020 Notes).

At any time that the Funds and their affiliates may, by written notice to the Issuer, from time to time increase or decrease either or both of the 9.999% the ownership limitation or the 4.999% ownership limitation set forth in the Letter Agreement to any other percentage not in excess of 19.999% specified in such notice. Pursuant to the Letter Agreement, any such increase will not be effective until the 65th day after such notice is delivered to the Issuer.

The Adviser GP, Felix J. Baker and Julian C. Baker as principals of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by the Funds, and may be deemed to have the power to vote or direct the vote of and the power to dispose or direct the disposition of such securities.

Each of the Adviser, the Adviser GP, Felix J. Baker and Julian C. Baker disclaims beneficial ownership of the securities held by each of the Funds, and this Amendment No. 14 shall not be deemed an admission that any of the Adviser, the Adviser GP, Felix J. Baker or Julian C. Baker is the beneficial owners of such securities for purposes of Section 13(d) or for any other purpose.

Julian C. Baker and Felix J. Baker are also the sole partners of FBB and the sole managers of FBB2, and as such may be deemed to be beneficial owners of securities owned by FBB and FBB2 and may be deemed to have the power to vote or direct the vote and dispose or direct the disposition of those securities.

(c) The disclosure regarding the acquisition of Notes and the disposition of 2015 Notes pursuant to the Repurchase Agreement and the Additional Repurchase Agreement in Item 4 is incorporated by reference herein. The below transactions in Notes were effected by the entities noted below during the sixty days preceding the filing of this schedule. All transactions described below were effected in over the counter transactions on the open market. Except as otherwise set forth in this Amendment No. 14 or in previous Schedules 13D filed by the Reporting Persons, none of the reporting Persons and/or any of their affiliates have effected any other transactions in securities of the issuer during the past 60 days.

  CUSIP No. 45337C102     13D  

Name	Date	Security	Principal Amount of Convertible Notes		Transaction	Price
Baker Brothers Life Sciences, L.P.	11/8/2013	2018 Notes		3,415,000	Purchase		104.125
14159, L.P.	11/8/2013	2018 Notes		85,000	Purchase		104.125
Baker Brothers Life Sciences, L.P.	11/8/2013	2018 Notes		5,367,000	Purchase		104.0909
14159, L.P.	11/8/2013	2018 Notes		133,000	Purchase		104.0909
Baker Brothers Life Sciences, L.P.	11/8/2013	2020 Notes		4,879,000	Purchase		104.75
14159, L.P.	11/8/2013	2020 Notes		121,000	Purchase		104.75
Baker Brothers Life Sciences, L.P.	11/8/2013	2020 Notes		2,439,000	Purchase		103.75
14159, L.P.	11/8/2013	2020 Notes		61,000	Purchase		103.75
Baker Brothers Life Sciences, L.P.	11/8/2013	2020 Notes		9,758,000	Purchase		104.25
14159, L.P.	11/8/2013	2020 Notes		242,000	Purchase		104.25
Baker Brothers Life Sciences, L.P.	11/8/2013	2020 Notes		6,830,000	Purchase		104.5179
14159, L.P.	11/8/2013	2020 Notes		170,000	Purchase		104.5179

(d) Certain securities of the Issuer are held directly by 667, a limited partnership the sole general partner of which is Baker Biotech Capital, L.P., a limited partnership the sole general partner of which is Baker Biotech Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members of Baker Biotech Capital (GP), LLC.

Certain securities of the Issuer are held directly by Life Sciences, a limited partnership the sole general partner of which is Baker Brothers Life Sciences Capital, L.P., a limited partnership the sole general partner of which is Baker Brothers Life Sciences Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members of Baker Brothers Life Sciences Capital (GP), LLC.

Certain securities of the Issuer are held directly by 14159, a limited partnership the sole general partner of which is 14159 Capital, L.P., a limited partnership the sole general partner of which is 14159 Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members of 14159 Capital (GP), LLC.

(e) Not applicable.

ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The description of the Letter Agreement, the Repurchase Agreement, and the Additional Repurchase Agreement is incorporated by reference herein.

The Letter Agreement, the Repurchase Agreement and the Additional Repurchase Agreement are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Amendment No. 14 and are incorporated herein by reference.

  CUSIP No. 45337C102     13D  

ITEM 7. Materials to be Filed as Exhibits.

Exhibit 10.1:	Letter Agreement dated November 7, 2013, by and among Incyte Corporation, 667, L.P., Baker Brothers Life Sciences, L.P. and 14159, L.P.
Exhibit 10.2:	Repurchase Agreement, dated November 7, 2013, by and among Incyte Corporation, 667, L.P., Baker Brothers Life Sciences, L.P. and 14159, L.P.
Exhibit 10.3:	Additional Repurchase Agreement, dated November 8, 2013, by and among Incyte Corporation, 667, L.P., Baker Brothers Life Sciences, L.P. and 14159, L.P.
Exhibit 99.1:	Agreement regarding the joint filing of this statement.

  CUSIP No. 45337C102     13D  

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

November 14, 2013

BAKER BROS. ADVISORS LP
By: Baker Bros. Advisors (GP) LLC, its general partner
By:	/s/ Scott L. Lessing
	Name: Scott L. Lessing
	Title: President

BAKER BROS. ADVISORS (GP) LLC
By:	/s/ Scott L. Lessing
	Name: Scott L. Lessing
	Title: President
	/s/ Julian C. Baker
	Julian C. Baker
	/s/ Felix J. Baker
	Felix J. Baker

FBB Associates
By:	/s/ Julian C. Baker
	Name: Julian C. Baker
	Title: Partner

FBB2, LLC
By:	/s/ Julian C. Baker
	Name: Julian C. Baker
	Title: Manager

EX-10.1

Exhibit 10.1

November 7, 2013

Incyte Corporation

Experimental Station

Route 141 & Henry Clay Road

Building E336

Wilmington, DE 19880

Ladies and Gentlemen:

Reference is hereby made to the $250,000,000 aggregate principal amount of the 0.375% Convertible Senior Notes due 2018 and $250,000,000 aggregate principal amount of the 1.25% Convertible Senior Notes due 2020 (collectively, the “Notes”) of Incyte Corporation (the “Company”) which 667, L.P., Baker Brothers Life Sciences, L.P. and 14159, L.P. (collectively, the “BBA Funds”) have agreed to purchase. Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the indentures relating to the Notes by and between the Company and U.S. Bank National Association, as trustee, to be dated as of closing date of the sale and issuance the Notes (the “Indentures”). In consideration of the mutual covenants and agreements of the parties herein, the BBA Funds and the Company agree as follows:

1. Transfer Restrictions. The BBA Funds, on behalf of themselves and each affiliate or other person subject to aggregation with any of the BBA Funds under Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules promulgated thereunder (“Section 13(d)”) or any person who may form a “group” with the BBA Funds within the meaning of Section 13(d) (collectively, the “BBA Group”) agrees that, so long as any of the BBA Funds or any member of the BBA Group is an “affiliate” of the Company as such term is defined in Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”) no member of the BBA Group shall sell any Notes or shares of the Company’s common stock (“Common Stock”) issuable upon conversion of the Notes that constitute “restricted securities” under Rule 144 prior to the date that is the later of (i) the later of (x) the date that is one year after the last date of original issuance of the Notes or such shorter period of time as permitted by Rule 144 or any successor provision thereto and (y) 90 days after the relevant BBA Funds entity ceases to be an “affiliate” (within the meaning of Rule 144 under the Securities Act) of the Company and (ii) such later date, if any, as may be required by applicable law, except:

(i) to the Company or one of the Company’s subsidiaries;

(ii) under a registration statement that has been declared effective under the Securities Act;

(iii) to a person the relevant BBA Funds entity reasonably believes is a qualified institutional buyer that is purchasing for its own account or for the account of another qualified institutional buyer and to whom notice is given that the transfer is being made in reliance on Rule 144A, all in compliance with Rule 144A (if available);

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(iv) pursuant to the exemption from registration provided by Rule 144 (if available) or any other available exemption from the registration requirements of the Securities Act; or

(v) a pledge to an affiliate of the relevant BBA Funds entity so long as such pledgee agrees in writing to be bound by the transfer restrictions set forth herein.

2. Registration Rights. Following the closing of the sale and issuance of the Notes to the BBA Funds, the Company agrees to provide the registration rights as set forth below in this Section 2, subject to the terms and conditions contained herein.

A. Shelf Registration. The Company agrees that, upon written request by the BBA Funds, it shall, as soon as reasonably practicable, prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by the BBA Funds of all of the Registrable Securities (a “Shelf Registration Statement”); provided, however, that the Company will have the right to postpone the effectiveness of any such Shelf Registration Statement in accordance with Section 2(C) below. Upon filing of the Shelf Registration Statement, the Company shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as soon as reasonably practicable, but in no event earlier than the date that is six (6) months following the last date of the original issuance of the Notes, and to keep such Shelf Registration Statement continuously effective during the Effectiveness Period as defined in Section 2(B) below. For purposes of this letter agreement, “Registrable Securities” shall mean the Notes and any shares of the Company’s common stock issued upon conversion thereof, and any security issued with respect thereto upon any stock dividend, split or similar event, that are held by the BBA Funds or any member of the BBA Group. The Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of the Registrable Securities for resale in accordance with the methods of distribution elected by the BBA Funds and set forth in the Shelf Registration Statement; provided, however that in no event shall such method of distribution take the form of an underwritten offering of the Registrable Securities without the prior written consent of the Company, which consent shall not be unreasonably withheld. If a Shelf Registration Statement covering resales of the Registrable Securities ceases to be effective for any reason at any time during the Effectiveness Period (other than because all securities registered thereunder shall have been resold pursuant thereto), the Company shall use its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement so that all Registrable Securities outstanding as of the date of such filing are covered by a Shelf Registration Statement. If a new Shelf Registration Statement is filed pursuant to this Section 2(A), the Company shall use its commercially reasonable efforts to cause the new Shelf Registration Statement to become effective as soon as reasonably practicable after such filing and to keep the new Shelf Registration Statement continuously effective until the end of the Effectiveness Period.

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B. Effectiveness Period. Subject to the limitations set forth in section 2(C) below, the Company shall be obligated to use its commercially reasonable efforts to keep a Shelf Registration Statement filed pursuant Section 2(A) effective until the earlier to occur of the following: (i) at such time as all Registrable Securities held by the BBA Funds have been sold pursuant to a Shelf Registration Statement or other effective registration statement or Rule 144 or (ii) at such time as all Registrable Securities held by the BBA Funds are eligible to be sold without any volume or manner of sale restrictions pursuant to Rule 144 (the “Effectiveness Period”).

C. Suspension Period. Notwithstanding anything to the contrary in this Section 2, upon notice to the BBA Funds, the Company may suspend the use or the effectiveness of the Shelf Registration Statement for a period of up to thirty (30) days in any three (3) month period or ninety (90) days in any in any twelve (12) month period (the “Suspension Period”) if the Board of Directors of the Company determines that there is a valid business purpose for suspension of the Shelf Registration Statement; provided, that in the case of a probable financing, acquisition, recapitalization, business combination or other similar transaction, the Company shall have the right to extend the Suspension Period by up to an additional fifteen (15) days in any three (3) month period. In the event the Company exercises its rights under the preceding sentence, the BBA Funds agree to suspend, immediately upon their receipt of the notice referred to above, their use of any preliminary prospectus, prospectus or any amendment or supplement thereto in connection with any sale or offer to sell Registrable Securities. The Company shall promptly notify the BBA Funds when the Registration Statement may once again be used or is effective. In addition to restrictions on resales during the Suspension Period as described above, for so long as any member of the BBA Group is an affiliate of the Company, no member of the BBA Group shall be allowed to transfer or sell any of its Registrable Securities pursuant to the Shelf Registration Statement at any time when either (i) any blackout period under the Company’s insider trading policy is in effect or (ii) any member of the BBA Group is in possession of any material non-public information with respect to the Company.

D. Expenses. The Company shall bear all fees and expenses incurred in connection with the performance by the Company of its obligations under Section 2 of this letter agreement. Such fees and expenses shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (x) with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc. and the SEC and (y) of compliance with federal and state securities or Blue Sky laws), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust Company), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Shelf Registration Statement, any preliminary prospectus, prospectus or any amendments or supplements thereto, any, securities sales agreements and other documents relating to the performance of and compliance with this Section 2, (iv) all fees and disbursements relating to the qualification of the Indenture under applicable securities laws, (v) the fees and disbursements of counsel for the Company in connection with any Shelf Registration Statement and the consummation of any transactions contemplated by the Shelf Registration Statement or this Agreement, (vi) fees and disbursements of the Trustee and its counsel and of the registrar and transfer agent for the Common Stock, (vii) Securities Act liability insurance obtained by the Company in its sole discretion and (viii) the fees and disbursements of the independent registered public accounting firm of the Company and of any other Person or business whose financial statements are included or incorporated or deemed to be incorporated by reference in a Shelf Registration Statement and in connection with the consummation of any transactions contemplated by the Shelf Registration Statement or this Agreement. Notwithstanding the provisions of this Section 2(D), the BBA Funds shall pay any broker’s commission, agency fee or underwriter’s discount or commission in connection with the sale of the Registrable Securities under a Shelf Registration Statement.

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E. Indemnification.

(a) The Company agrees to indemnify, to the extent permitted by law, the BBA Funds and each of their officers, directors, managers, members, partners and each other Person who controls any of the BBA Funds (within the meaning of the Securities Act), as applicable, against all losses, claims, damages, liabilities and expenses caused by any untrue or alleged untrue statement of material fact contained in any Shelf Registration Statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by the BBA Funds expressly for use therein or by the BBA Funds’ failure to deliver a copy of the Shelf Registration Statement or any preliminary prospectus, prospectus or any amendments or supplements thereto after the Company has furnished the BBA Funds with a sufficient number of copies of the same.

(b) The BBA Funds agree to indemnify, to the extent permitted by law, the Company and its officers and directors, as applicable, against all losses, claims, damages, liabilities and expenses caused by any untrue or alleged untrue statement of material fact contained in any Shelf Registration Statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, solely to the extent the same are caused by or contained in any information furnished in writing to the Company by the BBA Funds expressly for use therein.

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(c) A person entitled to indemnification hereunder (the “indemnified party”) shall (A) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any indemnified party’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (B) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified party and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.

(d) The indemnification provided for under this agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director, manager, member, partner or controlling person of such indemnified party and shall survive the transfer of securities. The Company also agrees to make such provisions, as are reasonably requested by any indemnified party, for contribution to such party in the event the Company’s indemnification is unavailable for any reason. Such provisions shall provide that the liability amongst the various persons shall be allocated in such proportion as is appropriate to reflect the relative fault of the such persons in connection with the statements or omissions which resulted in losses (the relative fault being determined by reference to, among other things, which person supplied the information giving rise to untrue statement or omission and each person’s relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission) and, only if such allocation is not respected at law, would other equitable considerations, such as the relative benefit received by each person from the sale of the securities, be taken into consideration.

F. Underwritten Public Offerings. Upon any underwritten public offering pursuant to a Shelf Registration Statement, the Company agrees to enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the lead underwriter(s) of such offering. In addition, the Company agrees to furnish, on the date that securities are delivered to the underwriters in connection with any underwritten public offering pursuant to a Shelf Registration Statement:

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(i) copies of an opinion or opinions, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters; and

(ii) copies of a letter dated such date, from the auditors of the Company, in form and substance as is customarily given by auditors to underwriters in an underwritten public offering, addressed to the underwriters.

3. Blocker Provisions.

A. Notwithstanding any provision of the Notes or the Indenture to the contrary, any Conversion Notice with respect to the Notes delivered by or on behalf of the BBA Funds or any member of the BBA Group shall be deemed automatically not to have been so delivered by such person to the extent, but only to the extent, the delivery of any shares of Common Stock or any other security otherwise deliverable upon such conversion would result in the BBA Group having “beneficial ownership” as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder (“Beneficial Ownership”) of Common Stock or any other class of any equity security (other than an exempted security) that is registered pursuant to Section 12 of the Exchange Act (a “Class”) in excess of 19.999% of the number of outstanding shares of the Common Stock or such Class (the “19.999% Ownership Limitation”). Any purported delivery to any member of the BBA Group of a number of shares of Common Stock or any other security upon conversion of the Notes shall be void and have no effect to the extent, but only to the extent, that after such delivery, the BBA Group would have Beneficial Ownership of Common Stock or any such Class in excess of the 19.999% Ownership Limitation.

B. Notwithstanding Section 3(A) or any provision of the Notes or the Indenture to the contrary, during any period of time in which the BBA Group’s Beneficial Ownership of Common Stock or any other Class (without reference to the Notes held by the BBA Group) is less than 10%, any purported delivery to any member of the BBA Group of a number of shares of Common Stock or any other security upon conversion of the Notes shall be void and have no effect to the extent, but only to the extent, that after such delivery, the BBA Group would have Beneficial Ownership of Common Stock or any such Class in excess of 9.999% of the number of outstanding shares of the Common Stock or such Class (the “9.999% Ownership Limitation”). For purposes of calculating Beneficial Ownership for this Section 3(B) or for Section 3(C) below, the aggregate number of shares of Common Stock beneficially owned by the BBA Group shall include the number of shares of Common Stock issuable upon conversion of the Notes with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Notes beneficially owned by the BBA Group, and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the BBA Group (including, without limitation, any convertible notes, convertible stock or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained herein.

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C. Notwithstanding Section 3(A) and 3(B) or any provision of the Notes or the Indenture to the contrary, during any period of time in which the BBA Group’s Beneficial Ownership of Common Stock or any other Class is less than 5%, any purported delivery to any member of the BBA Group of a number of shares of Common Stock or any other security upon conversion of the Notes shall be void and have no effect to the extent, but only to the extent, that after such delivery, the BBA Group would have Beneficial Ownership of Common Stock or any such Class in excess of 4.999% of the number of outstanding shares of the Common Stock or such Class (the “4.999% Ownership Limitation”).

D. The BBA Funds, on behalf of the BBA Group, shall inform the Company on or prior to the date that any member of the BBA Group delivers any Conversion Notice with respect to the Notes of the number of shares of Common Stock or any other relevant Class then beneficially owned by the BBA Group.

E. The Company agrees to instruct the Trustee to take such steps as may be reasonably necessary to effectuate the foregoing arrangements in this Section 3.

F. By written notice to the Company, the BBA Group or BBA Funds may from time to time increase or decrease either or both of the 9.999% Ownership Limitation or the 4.999% Ownership Limitation to any other percentage not in excess of 19.999% specified in such notice; provided that (i) any such increase will not be effective until the sixty-fifth (65th) day after such notice is delivered to the Company.

G. The provisions of this Section 3 shall be construed, corrected and implemented in a manner so as to effectuate the intended beneficial ownership limitation herein contained and the shares of Common Stock underlying the Notes in excess of the 9.999% Ownership Limitation or the 4.999% Ownership Limitation shall not be deemed to be beneficially owned by the Purchaser for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act.

4. The rights provided to the BBA Funds and any other member of the BBA Group and its or their affiliates as contained in this letter agreement may not be assigned without the prior consent of the Company. This letter agreement shall be binding upon and shall be inure to the benefit of the parties hereto and their respective permitted assigns, and no other person shall have any rights or obligations hereunder.

5. This letter agreement constitutes the full and entire understanding of the agreement between the parties hereto with regard to the subject matter contained herein and supersedes all prior oral or written agreements to understandings with respect to the subject matter hereof.

6. This letter agreement and construed in accordance with the laws of the State of New York.

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This letter agreement may be executed in multiple counterpart copies, each of which shall be considered an original and all of which shall constitute one and the same instrument binding on all parties.

Very truly yours,
667, L.P. (account #1),
By:  Baker Bros. Advisors LP, management company and investment adviser to 667, L.P., pursuant to authority granted to it by Baker Biotech Capital, L.P., general partner  to 667, L.P., and not as the general partner.
By:	/s/ Scott Lessing
	Scott Lessing
	President
667, L.P. (account #2),
By:  Baker Bros. Advisors LP, management company and investment adviser to 667, L.P., pursuant to authority granted to it by Baker Biotech Capital, L.P., general partner  to 667, L.P., and not as the general partner.
By:	/s/ Scott Lessing
	Scott Lessing
	President

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	BAKER BROTHERS LIFE SCIENCES, L.P.
	By:  BAKER BROS. ADVISORS LP, , management company and investment adviser to Baker Brothers Life Sciences, L.P., pursuant to authority granted to it by Baker Brothers Life Sciences Capital, L.P., general partner  to Baker Brothers Life Sciences, L.P., and not as the general partner.
	By:	/s/ Scott Lessing
		Scott Lessing
		President
	14159, L.P.,
	By:  Baker Bros. Advisors LP, management company and investment adviser to 14159, L.P., pursuant to authority granted to it by 14159 Capital, L.P., general partner  to 14159, L.P., and not as the general partner.
	By:	/s/ Scott Lessing
		Scott Lessing
		President
Agreed to as of the date set forth above by:
INCYTE CORPORATION

By:	/s/ David C. Hastings
Name:	David C. Hastings
Title:	Executive Vice President, Chief Financial Officer

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EX-10.2

Exhibit 10.2

		Incyte Corporation
		Experimental Station
		Rt. 141 & Henry Clay Road
		Wilmington, Delaware  19880
	Tel	302.498.6883
	Fax	302.425.2707
	Web	www.incyte.com

November 7, 2013

The Holders set forth on the

Signature page to this Agreement

Re: 4.75% Convertible Senior Notes due 2015 (CUSIP No. 45337C AH5) (the “2015 Senior Notes”)

Ladies and Gentlemen:

By entering into this letter agreement (this “Agreement”), each party signing this Agreement under the heading “HOLDER” on the signature page hereto (each a “Holder” and, collectively, the “Holders”) and Incyte Corporation, a Delaware corporation (the “Company”) irrevocably agree as follows:

A. Such Holder shall sell and transfer to the Company, and the Company shall purchase from such Holder, on the Closing Date (as such term is hereinafter defined), the aggregate principal amount of the Company’s 2015 Senior Notes beneficially owned by the Holder and corresponding to such Holder’s name as set forth on Schedule I hereto (as to each Holder, the “Seller Notes”) in exchange for the aggregate purchase price in cash equal to the aggregate purchase price of $474,998,602.12 (which represents $4,258.78 for the purchase of each $1,000 principal amount and accrued but unpaid interest with respect to the Seller Notes), with such aggregate amount to be payable among each Holder in the amounts set forth on Schedule I hereto (the “Purchase Price”).

On the Closing Date, upon its receipt and against delivery of the Seller Notes (either through physical delivery of the Seller Notes to the Company or receipt by the Company of confirmation from The Depository Trust Company or the Registrar of the Seller Notes, as applicable, of a book-entry transfer of the Seller Notes into the Company’s name), the Company will deliver to the Holder the Purchase Price by wire transfer in accordance with wire instructions provided by the Holders as set forth in Schedule I hereto. Each Holder hereby agrees that the aggregate principal amount and all accrued unpaid interest on the Seller Notes shall be cancelled in connection with the payment of the Purchase Price and that Holder will not be entitled to any other payment or amount with respect to the Seller Notes.

B. The Holders shall be jointly obligated to purchase in the Company’s announced private offering of convertible senior notes due 2018 (the “New 2018 Notes”) and convertible senior notes due 2020 (the “New 2020 Notes”) (the “Offering”) $250,000,000 in aggregate principal amount of the New 2018 Notes and $250,000,000 in aggregate principal amount of the New 2020 Notes. In the event that the Offering is not completed for any reason, the Holders jointly agree to purchase directly from the Company, and the Company agrees to sell and transfer to the Holders, $250,000,000 in aggregate principal amount of the New 2018 Notes and $250,000,000 in aggregate principal amount of the New 2020 Notes on the Closing Date.

The “Closing Date” shall mean the earlier to occur of (i) the date of closing of the Offering or (ii) the 5th business day following the date of this Agreement.

Each Holder hereby represents and warrants to the Company that each Holder is the sole legal and beneficial owner of the Seller Notes, and, upon the Closing, the Company will acquire the Seller Notes free and clear of any liens, encumbrances, pledges, security interests or other restrictions or claims of third parties.

Each of the Company and each Holder agree to promptly execute and deliver such further agreements and instruments and take such further actions, as the other may reasonably request in order to carry out the purposes and intent of this Agreement.

This Agreement may be executed in one or more counterparts, each of which when executed shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

Please confirm your agreement to the foregoing by signing this Agreement in the space provided below and returning a signed copy of this Agreement by telecopy to the attention of David C. Hastings, telecopy number (302) 425-2707.

(Signature Pages Follow)

INCYTE CORPORATION
By:	/s/ David C. Hastings
	Name: David C. Hastings
	Title: Executive Vice President, Chief Financial Officer

(Signature Page to Debt Repurchase Agreement – Baker Brothers)

Agreed:
HOLDERS:
667, L.P. (account #1),
By:  Baker Bros. Advisors LP, management company and investment adviser to 667, L.P., pursuant to authority granted to it by Baker Biotech Capital, L.P., general partner  to 667, L.P., and not as the general partner.
By:	/s/ Scott Lessing
Scott Lessing
President
667, L.P. (account #2),
By:  Baker Bros. Advisors LP, management company and investment adviser to 667, L.P., pursuant to authority granted to it by Baker Biotech Capital, L.P., general partner  to 667, L.P., and not as the general partner.
By:	/s/ Scott Lessing
Scott Lessing
President
BAKER BROTHERS LIFE SCIENCES, L.P.
By:  BAKER BROS. ADVISORS LP, , management company and investment adviser to Baker Brothers Life Sciences, L.P., pursuant to authority granted to it by Baker Brothers Life Sciences Capital, L.P., general partner  to Baker Brothers Life Sciences, L.P., and not as the general partner.
By:	/s/ Scott Lessing
Scott Lessing
President

(Signature Page to Debt Repurchase Agreement)

14159, L.P.,
By:  Baker Bros. Advisors LP, management company and investment adviser to 14159, L.P., pursuant to authority granted to it by 14159 Capital, L.P., general partner  to 14159, L.P., and not as the general partner.
By:	/s/ Scott Lessing
Scott Lessing
President

(Signature Page to Debt Repurchase Agreement)

Schedule I

HOLDER: 667, L.P.

Aggregate Principal Amount of the 2015 Senior Notes sold to the Company: $20,922,000

Purchase Price: $89,102,163.95

HOLDER: Baker Brothers Life Sciences, L.P.

Aggregate Principal Amount of the 2015 Senior Notes sold to the Company: $88,153,000

Purchase Price: $375,424,101.83

HOLDER: 14159, L.P.

Aggregate Principal Amount of the 2015 Senior Notes sold to the Company: $2,459,000

Purchase Price: $10,472,336.35

Wire Instructions:

Chase Manhattan Bank, N.Y.

ABA# 021-000-021

F/A/O Goldman Sachs & Co, N.Y.

A/C# 930-1-011483

F/F/C (Baker Brothers)

A/C# 002-10856-1

EX-10.3

Exhibit 10.3

		Incyte Corporation
		Experimental Station
		Rt. 141 & Henry Clay Road
		Wilmington, Delaware  19880
	Tel	302.498.6883
	Fax	302.425.2707
	Web	www.incyte.com

November 8, 2013

The Holders set forth on the

Signature page to this Agreement

Re: 4.75% Convertible Senior Notes due 2015 (CUSIP No. 45337C AH5) (the “2015 Senior Notes”)

Ladies and Gentlemen:

By entering into this letter agreement (this “Agreement”), each party signing this Agreement under the heading “HOLDER” on the signature page hereto (each a “Holder” and, collectively, the “Holders”) and Incyte Corporation, a Delaware corporation (the “Company”) irrevocably agree as follows:

Such Holder shall sell and transfer to the Company, and the Company shall purchase from such Holder, on the Closing Date (as such term is hereinafter defined), the aggregate principal amount of the Company’s 2015 Senior Notes beneficially owned by the Holder and corresponding to such Holder’s name as set forth on Schedule I hereto (as to each Holder, the “Seller Notes”) in exchange for the aggregate purchase price in cash equal to the aggregate purchase price of $24,995,714.48 (which represents $4,326.01 for the purchase of each $1,000 principal amount and accrued but unpaid interest with respect to the Seller Notes), with such aggregate amount to be payable among each Holder in the amounts set forth on Schedule I hereto (the “Purchase Price”).

On the Closing Date, upon its receipt and against delivery of the Seller Notes (either through physical delivery of the Seller Notes to the Company or receipt by the Company of confirmation from The Depository Trust Company or the Registrar of the Seller Notes, as applicable, of a book-entry transfer of the Seller Notes into the Company’s name), the Company will deliver to the Holder the Purchase Price by wire transfer in accordance with wire instructions provided by the Holders as set forth in Schedule I hereto. Each Holder hereby agrees that the aggregate principal amount and all accrued unpaid interest on the Seller Notes shall be cancelled in connection with the payment of the Purchase Price and that Holder will not be entitled to any other payment or amount with respect to the Seller Notes.

The “Closing Date” shall mean the earlier to occur of (i) the date of closing of the Company’s announced private offering of convertible senior notes due 2018 and convertible senior notes due 2020 or (ii) the 5th business day following the date of this Agreement.

Each Holder hereby represents and warrants to the Company that each Holder is the sole legal and beneficial owner of the Seller Notes, and, upon the Closing, the Company will acquire the Seller Notes free and clear of any liens, encumbrances, pledges, security interests or other restrictions or claims of third parties.

Each of the Company and each Holder agree to promptly execute and deliver such further agreements and instruments and take such further actions, as the other may reasonably request in order to carry out the purposes and intent of this Agreement.

This Agreement may be executed in one or more counterparts, each of which when executed shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

Please confirm your agreement to the foregoing by signing this Agreement in the space provided below and returning a signed copy of this Agreement by telecopy to the attention of David C. Hastings, telecopy number (302) 425-2707.

(Signature Pages Follow)

INCYTE CORPORATION
By:	/s/ David C. Hastings
	Name: David C. Hastings
	Title: Executive Vice President, Chief Financial Officer

(Signature Page to Debt Repurchase Agreement – Baker Brothers)

Agreed:
HOLDERS:
667, L.P. (account #1),
By:  Baker Bros. Advisors LP, management company and investment adviser to 667, L.P., pursuant to authority granted to it by Baker Biotech Capital, L.P., general partner  to 667, L.P., and not as the general partner.
By:	/s/ Scott Lessing
Scott Lessing
President
667, L.P. (account #2),
By:  Baker Bros. Advisors LP, management company and investment adviser to 667, L.P., pursuant to authority granted to it by Baker Biotech Capital, L.P., general partner  to 667, L.P., and not as the general partner.
By:	/s/ Scott Lessing
Scott Lessing
President
BAKER BROTHERS LIFE SCIENCES, L.P.
By:  BAKER BROS. ADVISORS LP, , management company and investment adviser to Baker Brothers Life Sciences, L.P., pursuant to authority granted to it by Baker Brothers Life Sciences Capital, L.P., general partner  to Baker Brothers Life Sciences, L.P., and not as the general partner.
By:	/s/ Scott Lessing
Scott Lessing
President

(Signature Page to Debt Repurchase Agreement)

14159, L.P.,
By:  Baker Bros. Advisors LP, management company and investment adviser to 14159, L.P., pursuant to authority granted to it by 14159 Capital, L.P., general partner  to 14159, L.P., and not as the general partner.
By:	/s/ Scott Lessing
Scott Lessing
President

(Signature Page to Debt Repurchase Agreement)

Schedule I

HOLDER: 667, L.P.

Aggregate Principal Amount of the 2015 Senior Notes sold to the Company: $1,084,000

Purchase Price: $4,689,400.22

HOLDER: Baker Brothers Life Sciences, L.P.

Aggregate Principal Amount of the 2015 Senior Notes sold to the Company: $4,567,000

Purchase Price: $19,756,910.35

HOLDER: 14159, L.P.

Aggregate Principal Amount of the 2015 Senior Notes sold to the Company: $127,000

Purchase Price: $549,403.90

Wire Instructions:

Chase Manhattan Bank, N.Y.

ABA# 021-000-021

F/A/O Goldman Sachs & Co, N.Y.

A/C# 930-1-011483

F/F/C (Baker Brothers)

A/C# 002-10856-1

EX-99.1

  CUSIP No. 45337C102     13D  

EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13D relating to the Common Stock, $0.001 par value, of Incyte Corporation is being filed with the Securities and Exchange Commission on behalf of each of them.

November 14, 2013

BAKER BROS. ADVISORS LP
By: Baker Bros. Advisors (GP) LLC, its general partner
By:	/s/ Scott L. Lessing
	Name: Scott L. Lessing
	Title: President

BAKER BROS. ADVISORS (GP) LLC
By:	/s/ Scott L. Lessing
	Name: Scott L. Lessing
	Title: President
	/s/ Julian C. Baker
	Julian C. Baker
	/s/ Felix J. Baker
	Felix J. Baker

FBB Associates
By:	/s/ Julian C. Baker
	Name: Julian C. Baker
	Title: Partner

FBB2, LLC
By:	/s/ Julian C. Baker
	Name: Julian C. Baker
	Title: Manager