Incyte (INCY) 10-K risk factor changes: FY2020 vs FY2019

JAKAFI is our first [removed: and, currently, only] product marketed by us that is approved for sale in the United States.

[removed: It] [added: JAKAFI] was approved by the U.S. Food and Drug Administration, or FDA, in November 2011 for the treatment of patients with intermediate or high-risk myelofibrosis, in December 2014 for the treatment of patients with polycythemia vera who have had an inadequate response to or are intolerant of hydroxyurea, which we refer to as uncontrolled polycythemia vera, and in May 2019 for the treatment of steroid-refractory acute graft-versus-host disease in adult and pediatric patients 12 years and older.

[removed: While in June 2016 we acquired exclusive rights to develop and commercialize ICLUSIG] [added: of leukemia, PEMAZYRE] in the [removed: European Union, or EU, and other countries] [added: United States for the treatment of specified cholangiocarcinoma indications,] and [added: MONJUVI] in [removed: June 2018] the [removed: FDA approved] [added: United States] for [removed: sale OLUMIANT (baricitinib), which we exclusively licensed to Eli Lilly] [added: the treatment of certain lymphoma indications] and [removed: Company,] [added: our exclusive licensees sell OLUMIANT (baricitinib)] for the treatment of specified rheumatoid arthritis [removed: indications,] [added: and atopic dermatitis indications and TABRECTA for the treatment of a certain type of non small-cell lung cancer,] we anticipate that JAKAFI product sales will continue to contribute a significant percentage of our total revenues over the next several years.

The commercial success of JAKAFI and our ability to [removed: generate and] maintain [added: and continue to increase] revenues from the sale of JAKAFI will depend on a number of factors, including:

In addition, our receipt of royalties under our collaboration agreements with Novartis for sales of JAKAVI outside the United States and [added: TABRECTA globally and] with [added: Eli] Lilly [added: and Company] for worldwide sales of OLUMIANT will depend on factors similar to those listed above, with similar regulatory, pricing and reimbursement issues driven by applicable regulatory authorities and governmental and third-party payors affecting jurisdictions outside the United States.

The costs of [removed: JAKAFI] [added: JAKAFI, ICLUSIG, PEMAZYRE] and [removed: ICLUSIG] [added: MONJUVI] are not insignificant and almost all patients will require some form of third-party coverage to afford their cost.

Our ability to generate revenues will be diminished if we or our collaborators are unable to obtain an adequate level of reimbursement from private insurers, government insurance programs or other third party payors of health care costs, which could be affected by current and potential healthcare reform legislation, and diminished revenues will harm our operating results and financial condition and could adversely affect our ability to conduct our research and development operations.” If government and other third-party payors refuse to provide coverage and reimbursement with respect to our products, determine to provide a lower level of coverage and reimbursement than anticipated, [removed: or] reduce previously approved levels of coverage and reimbursement, [added: or delay reimbursement payments due to budgetary constraints relating to the COVID-19 Pandemic,] then our pricing or reimbursement for our products may be affected and our product sales, results of operations or financial condition could be harmed.

Although we believe we can find alternative channels to distribute JAKAFI on relatively short notice, our revenue [added: during that period of time may suffer and we may incur additional costs to replace any such specialty pharmacy or wholesaler.]

We have established commercial capabilities in the United [added: States and outside of the United] States, but cannot guarantee that we will be able to enter into and maintain any marketing, distribution or third-party logistics agreements with third-party providers on acceptable terms, if at all.

[removed: Our expenses associated with building and] maintaining the sales force and distribution capabilities may be disproportional compared to the revenues we may be able to generate on sales of our products.

The testing of [removed: JAKAFI and] [added: JAKAFI,] ICLUSIG, [added: PEMAZYRE and MONJUVI,] the manufacturing, marketing and sale of JAKAFI and [added: PEMAZYRE and] the marketing and sale of ICLUSIG [added: and MONJUVI] expose us to product liability and other risks.

Similar results could occur with respect to our commercialization of [removed: ICLUSIG.][added: ICLUSIG, PEMAZYRE and MONJUVI.]

Patients who have been enrolled in our clinical trials or who may use our products in the future often have severe and advanced stages of disease and known as well as unknown significant pre-existing and potentially life-threatening [added: health risks.]

Factors similar to those listed above also apply to our [removed: collaboration partner Novartis,] [added: collaborator Novartis for jurisdictions in which it has development and commercialization rights,] to ICLUSIG for jurisdictions outside the United [removed: States and] [added: States,] to our [removed: collaboration partner] [added: collaborator] Lilly for all [removed: jurisdictions.][added: jurisdictions and to our collaborator Innovent for PEMAZYRE in the jurisdictions in which it has development and commercialization rights.]

[added: Nonetheless, if we are] found not to be in full compliance with these laws, we could face enforcement action and fines and other penalties, which could be significant in amount or result in exclusion from federal healthcare programs such as Medicare and Medicaid.

Separately, in January 2018 the Patent Trial and Appeal Board (PTAB) of United States Patent and Trademark Office denied a petition challenging our patent covering deuterated ruxolitinib analogs and the PTAB subsequently denied [removed: Concert’s Request] [added: the petitioner’s request] for [removed: Rehearing] [added: rehearing] in May 2018.

Nevertheless, [removed: Concert] [added: the petitioner] still has the right separately to challenge the validity of [removed: the] [added: our] patent in federal court.

We [added: and our collaborators] might not be able to commercialize any of our [added: or their] drug candidates successfully, and we may spend significant time and money attempting to do so.

[removed: Ruxolitinib is in Phase] III clinical trials for the treatment of patients with steroid-refractory graft-versus-host disease and [added: patients with COVID-19 and] is in other clinical trials.

Itacitinib is in Phase III clinical trials for the treatment of patients with chronic graft-versus-host [removed: disease and pemigatinib is in a Phase III clinical trial for the treatment of patients with cholangiocarcinoma.][added: disease.]

[added: To obtain regulatory approval,] we or our collaborators, as the case may be, must first show that our [added: or our collaborators’] drug candidates are safe and effective for target indications through preclinical testing (animal testing) and clinical trials (human testing).

Preclinical testing and clinical development are long, expensive and uncertain processes, and we do not know whether the FDA will allow us or our collaborators to undertake clinical trials of any drug candidates in addition to our [added: or our collaborators’] compounds currently in clinical trials.

Our rate of commencement and completion of clinical trials may be delayed, and existing clinical trials with our [added: or our collaborators’] drug candidates may be stopped, due to many potential factors, including:

In addition, regulatory authorities may refuse or delay approval as a result of other factors, such as changes in regulatory [removed: policy during the period of product development and regulatory agency review.]

[removed: 301] [added: Also, in April 2018, we along with Merck announced that the ECHO-301] study had been stopped and we also significantly downsized the epacadostat development program and in January 2020 we stopped our Phase III trial of itacitinib for the treatment of acute graft-versus-host-disease.

If clinical trials of any of our [added: or our collaborators’] compounds or biologics are stopped for safety, efficacy or other reasons or fail to meet their respective endpoints, our overall development plans, business, prospects, expected operating results and financial condition could be materially harmed and the value of our company could be negatively affected.

Our ability to commercialize our current and any future approved products successfully will depend in part on the prices we are able to charge for our approved products and the extent to which adequate reimbursement levels for the cost of our products and related treatment are obtained from third-party payors, such as private insurers, government insurance programs, including Medicare and Medicaid, health maintenance organizations (HMOs) and other health care related organizations in the [removed: U.S.] [added: United States] and abroad.

In recent years, through legislative and regulatory [removed: actions,] [added: actions and executive orders,] the U.S. federal government has made substantial changes to various payment systems under the Medicare and other federal health care programs.

This has resulted in several recent federal and state [removed: proposals] [added: proposals, including executive orders issued by the Trump Administration in July 2020,] to regulate prices of pharmaceutical products and other health care reforms, any of which could limit the prices that we can charge for our products and may further limit the commercial viability of our products and drug candidates.

Specifically, there have been several federal congressional inquiries and proposed and enacted federal and state legislation [added: and the July 2020 executive orders] designed to, among other things, bring more transparency to drug pricing, reduce the cost of prescription drugs under Medicare, reform government program reimbursement methodologies for prescription drugs, allow importation of drugs into the [removed: U.S.] [added: United States] from other countries and limit allowable prices for drugs to a function of an average international reference price that may be substantially lower than what we currently or would otherwise charge.

There may be future changes that result in reductions in current prices, coverage and reimbursement levels for our current or any future [added: approved products, and we cannot predict the scope of any future changes or the impact that those changes would have on our operations.]

[removed: Adoption of our] products by the medical community may be limited without adequate reimbursement for those products.

We have licensed to Novartis rights to ruxolitinib outside of the United States and worldwide rights to our MET inhibitor [removed: compounds] [added: compounds, including TABRECTA,] and licensed to Lilly worldwide rights to baricitinib.

Additionally, conflicts [added: have from time to time occurred, and] may [removed: arise if,] [added: in the future arise, relating to,] among other things, [removed: there is a dispute] [added: disputes] about the achievement and payment of [removed: a] milestone [removed: amount or] [added: amounts,] the ownership of intellectual property that is developed during the course of a collaborative [removed: relationship.][added: relationship or the operation or interpretation of other provisions in our collaboration agreements.]

If we are unable to establish collaborations or if these future collaborations are unsuccessful in the development and commercialization of our drug candidates, our research, development and commercialization efforts may be unsuccessful, which could adversely affect our results of [removed: operations and] [added: operations,] financial [removed: condition.][added: condition and future revenue prospects.]

If we are not able to establish collaboration or license arrangements, we may not be able to develop and commercialize a drug product, which could adversely affect our [removed: business] [added: business, our revenues] and our [removed: revenues.][added: future revenue prospects.]

In addition to establishing collaborative or license arrangements under which other parties license our drug candidates for development and commercialization or under which we study our drug candidates in combination with such parties’ compounds or biologics, we may explore opportunities to develop our clinical pipeline by in-licensing drug [added: candidates or therapeutics targets that fit within our focus on oncology, such as our collaborations with Agenus Inc., Calithera Biosciences, Inc., MacroGenics, Inc., Merus N.V., MorphoSys, and Syros Pharmaceuticals, Inc., or explore additional opportunities to further develop and commercialize existing drug candidates in specific jurisdictions, such as our June 2016 acquisition of the development and commercialization rights to ICLUSIG in certain countries.]

For example, we may make or incur contractual obligations to make significant upfront payments in connection with licenses for late-stage drug candidates, [removed: such] as we [removed: recently] did in [removed: entering into a] [added: March 2020 in connection with the effectiveness of our] collaboration agreement with [removed: MorphoSys in January 2020,] [added: MorphoSys,] and if any of those drug candidates do not receive marketing approval [added: or commercial sales] as anticipated or we have to fund additional clinical trials before marketing approval can be obtained, we will have expended significant funds that might otherwise be applied for other [removed: uses or have to expend funds that were not otherwise budgeted or anticipated in connection with the collaboration, and such developments could have a material adverse effect on our stock price and our ability to pursue other transactions.]

If we are unable to enter into additional agreements to license drug candidates, drug delivery technology or other technology or if these arrangements are unsuccessful, our research and development efforts could be adversely [removed: affected.][added: affected, and we may be unable to increase our number of successfully marketed products and our revenues.]

Even if we or our collaborators are successful in gaining regulatory approval of any of our [added: or our collaborators’] drug candidates in addition to [removed: JAKAFI] [added: JAKAFI, OLUMIANT, PEMAZYRE] and [removed: OLUMIANT] [added: MONJUVI] or acquire rights to approved drug products in addition to ICLUSIG, we may not generate significant product revenues if these drug products do not achieve an adequate level of acceptance.

If we are unable to maintain revenues from JAKAFI or those revenues decrease, our business may be materially harmed.

While we also sell ICLUSIG in the European Union, or EU, and other countries for the treatment of certain types

| | ● | the effects of the COVID-19 Pandemic, any associated quarantine, travel restriction, stay-at-home or shutdown orders, guidelines or practices, and any disruption in our supply chain for JAKAFI on our ability to provide marketing and distribution support for JAKAFI, our ability to produce sufficient quantities of JAKAFI that meet all applicable quality standards, patient demand (including new patient prescriptions) and other risks detailed further below under “—Other Risks Relating to our Business—Public health epidemics, such as the COVID-19 Pandemic, could adversely affect our business, results of operations, and financial condition”; |

Our expenses associated with building and

Similar risks exist for our marketing of PEMAZYRE and our and our collaborator MorphoSys’s marketing of MONJUVI.

MONJUVI currently competes with existing therapies that are approved for the treatment of patients with diffuse large B-cell lymphoma on the basis of, among other things, efficacy, cost, breadth of approved use and the safety and side-effect profile.

These existing therapies are offered by major pharmaceutical and biotechnology companies, as well as specialty pharmaceutical firms.

Potential competitors for PEMAZYRE could include major pharmaceutical and biotechnology companies, as well as specialty pharmaceutical firms.

Public health epidemics, such as the COVID-19 Pandemic, could adversely affect our business, results of operations, and financial condition.

Our global operations expose us to risks associated with public health epidemics, such as the COVID-19 Pandemic that has spread globally.

The extent to which the COVID-19 Pandemic and the measures taken to limit COVID-19’s spread impact our operations and those of our suppliers, collaborators, service providers and healthcare organizations serving patients, as well as demand for our drug products, will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak and any future resurgence of the outbreak, additional or modified government actions, including any further restrictions or reopening of local, state or national social or economic activity, new information that may emerge concerning the severity of COVID-19 and the actions taken to contain COVID-19 or treat its impact, among others.

As a result of the COVID-19 Pandemic, we may experience disruptions that could severely impact our business, results of operations and financial condition, including the following:

| | ● | To protect the health of our employees and their families, and our communities, in accordance with – and in some cases in advance or - direction from state and local government authorities, we currently have limited access to certain of our facilities and instituted additional precautions in our facilities that have reopened, and a significant percentage of our personnel continue to work remotely a significant portion of their time. In the event that governmental authorities were to modify current restrictions or re-establish greater restrictions, our employees conducting research and development activities may not be able to access our laboratory space, and our research and development activities may be significantly limited or curtailed, possibly for an extended period of time. These research and development activities could include completing Investigational New Drug (IND)/Clinical Trial Application (CTA)-enabling studies, our ability to select future development candidates, and initiation of additional clinical trials for our development programs. Having a significant portion of our employees work from home can strain our information technology infrastructure, which may affect our ability to operate effectively, may make us more susceptible to communications disruptions, and expose us to greater cybersecurity risks. |

| | ● | Our sales and marketing activities, including our interactions with healthcare professionals, have been limited and made more difficult by the work from home orders and travel restrictions. In addition, demand for our products has been affected by decreases in new patients, which we believe resulted in large part from decreases in patient visits to healthcare professionals and prioritization of hospital resources for the COVID-19 Pandemic, resulting in decreases in disease screening and diagnosis. We cannot predict the effects on patient demand or future sales if there are prolonged quarantines, work from home orders or travel restrictions. |

| | ● | Our clinical trials have been and may in the future be affected by delays in site initiation, patient screening, patient enrollment, and monitoring and data collection as a result of prioritization of hospital resources for the COVID-19 Pandemic, travel restrictions, and the inability to access sites for initiation and monitoring. In addition, some patients may be unable to comply with clinical trial protocols if quarantines or stay at home orders impede patient movement or interrupt health services, we may be unable to obtain blood samples for testing, and we may not be able to provide the trial drug candidate to patients. |

| | ● | Health regulatory agencies globally have experienced disruptions in their operations as a result of the coronavirus pandemic. The FDA and comparable foreign regulatory agencies may have slower response times or be under-resourced to continue to monitor our clinical trials and, as a result, review, inspection, and other timelines may be materially delayed. If any of these disruptions occur or continue to occur, we cannot predict how long they may last. Our drug candidate application reviews and potential approvals could be impacted or delayed by these disruptions, if they occur or continue to occur. |

| | ● | The outbreak and measures taken to limit the spread of the outbreak, especially if prolonged, could also disrupt our supply chain or limit our ability to obtain sufficient materials for our drug products and product candidates, which could adversely affect our revenues and clinical trial timelines. Currently, our supply chain for our drug products and product candidates depends on operations by us and by other companies in multiple countries around the world, and the effects of the COVID-19 Pandemic on any or all of these countries is uncertain and unpredictable and potential disruption is possible. In addition, our third-party manufacturers might experience capacity constraints and delays in producing materials for our drug products and product candidates if they are required, under the U.S. Defense Production Act or similar governmental mandates, to prioritize production of raw materials, supplies, drugs or vaccines to address COVID-19. And, for JAKAFI, while our strategy is to maintain a 24 month stock of active pharmaceutical ingredient, or API, inclusive of finished product, ruxolitinib phosphate might be used by us either to make JAKAFI or for ruxolitinib drug candidates in clinical trials. |

| | ● | Any deterioration of worldwide credit and financial markets could result in losses on our holdings of cash and investments due to failures of financial institutions and other parties, and interruptions and delays in our ability to collect, or potential losses on, our accounts receivable. |

Our collaborators could be affected by similar factors as those that have or could affect our business.

The ultimate impact of the COVID-19 Pandemic or a similar health epidemic is highly uncertain and subject to change.

We do not yet know the full extent of potential impacts or delays on our or our collaborators’ businesses, our revenues, including milestone and royalty revenues from our collaborators, our and our collaborators’ clinical trials, healthcare systems or the

global economy as a whole.

However, these effects could have a material adverse impact on our business, results of operations, and financial condition.

We and our collaborator MorphoSys have submitted a European Marketing Authorization Application with the EMA for tafasitamab in combination with lenalidomide for the treatment of patients with a specified type of lymphoma.

Ruxolitinib is in Phase

Ruxolitinib cream is in Phase III clinical trials for the treatment of patients with atopic dermatitis and vitiligo.

policy during the period of product development and regulatory agency review.

Even if any of our applications receives an FDA priority review designation (including based on a priority review voucher, one of which we recently acquired and used in connection with our submission seeking FDA approval of ruxolitinib cream for atopic dermatitis), this designation may not result in faster review or approval for our product candidate compared to product candidates considered for approval under conventional FDA procedures and, in any event, does not assure ultimate approval of our product candidate by FDA.

The consequences of the COVID-19 Pandemic, including the economic effect on government budgets in the United States and elsewhere, may accelerate any of the healthcare reform efforts described above or result in future reform efforts, any of which could have adverse effects on our business, including higher costs for us, lower reimbursement rates for our products and lower demand for our products.

Adoption of our

These disputes could lead to litigation or arbitration, which could be costly and divert the efforts of our management and scientific staff, and could diminish the expected effectiveness of the collaboration.

uses or have to expend funds that were not otherwise budgeted or anticipated in connection with the collaboration, and such developments could have a material adverse effect on our stock price and our ability to pursue other transactions.

We currently hire third parties to manufacture the raw materials, API and finished drug product of JAKAFI, ICLUSIG, PEMAZYRE and our other drug candidates for clinical trials and our collaborator MorphoSys is currently responsible for sourcing manufacturing of MONJUVI.

specifications.

Currently, our supply chain for our drug products and product candidates depends on operations by us and by other companies in multiple countries around the world, and the effects of the COVID-19 Pandemic and measures to address the COVID-19 Pandemic on any or all of these countries is uncertain and unpredictable and potential disruption is possible.

Violations of governmental regulation by us, our vendors

For example, in the three month periods ended March 31, 2020 and September 30, 2020, we recorded unrealized losses related to all of our investments in our collaboration partners, and we may in experience additional losses related to our investments in future period.

in the production of hazardous waste products.

We derive a substantial portion of our revenues from royalties, milestone payments and other payments under our collaboration agreements.

| --- | --- | --- |

If we are unable to successfully commercialize JAKAFI in its approved indications or to successfully obtain regulatory approval for and commercialize ruxolitinib for the treatment of additional indications, or if we are significantly delayed or limited in doing so, our business may be materially harmed.

during that period of time may suffer and we may incur additional costs to replace any such specialty pharmacy or wholesaler.

Under our collaboration and license agreement with Novartis, we have retained commercialization rights to JAKAFI in the United States.

In connection with our June 2016 acquisition from ARIAD Pharmaceuticals, Inc. we licensed rights to develop and commercialize ICLUSIG in certain countries and we acquired the European sales, marketing and distribution operations of ARIAD.

We may not be able to maintain those operations or retain their personnel or distribution arrangements.

health risks.

Nonetheless, if we are

To obtain regulatory approval,

Also, in April 2018, we along with Merck announced that the ECHO-

approved products, and we cannot predict the scope of any future changes or the impact that those changes would have on our operations.

candidates or therapeutics targets that fit within our focus on oncology, such as our collaborations with Agenus Inc., Calithera Biosciences, Inc., MacroGenics, Inc., Merus N.V., MorphoSys AG, and Syros Pharmaceuticals, Inc., or explore additional opportunities to further develop and commercialize existing drug candidates in specific jurisdictions, such as our June 2016 acquisition of the development and commercialization rights to ICLUSIG in certain countries.

including the following, and market acceptance of our collaborators’ drug products will depend on similar factors:

We currently hire third parties to manufacture the raw materials, active

In addition, pharmaceutical and biotechnology companies have been the target of lawsuits and

personnel and our ability to recruit, train and retain essential personnel for our drug discovery and development programs, and for our medical affairs and commercialization activities.

For example, as recently as the year ended December 31, 2018, we recorded unrealized losses related to our investments in Agenus Inc., Calithera Biosciences, Inc., Merus N.V. and Syros Pharmaceuticals, Inc., and we may in the future experience additional losses related to our investments.

valuation levels, or at all, due to the limited liquidity of some or all of those investments.

Our current revenues are derived from JAKAFI and ICLUSIG product sales, JAKAVI and OLUMIANT product royalties, collaborations and from licensing our intellectual property.

The United

of delays or difficulties in transitioning to the enhanced systems, any of which could harm our business and results of operations.

A discussion of our financial performance for the year ended December 31, [removed: 2019] [added: 2020] as compared to the year ended December 31, [removed: 2018] [added: 2019] appears below under the captions “Results of Operations” and “Liquidity and Capital Resources.” A discussion of our financial performance for the year ended December 31, [removed: 2018] [added: 2019] compared to the year ended December 31, [removed: 2017] [added: 2018] can be found under the same captions in Item 7 of our Annual Report on Form 10-K for the year ended December 31, [removed: 2018,] [added: 2019,] filed with the SEC on February [removed: 14, 2019,] [added: 13, 2020,] which is available free of charge on the SEC’s website at _www.sec.gov_ and our Investor Relations website at _investor.incyte.com/financial-information/annual-reports_.

We conduct our [removed: European] [added: international] clinical development and commercial operations from our [removed: offices] [added: European office] in [removed: Geneva, Switzerland and Lausanne,] [added: Morges,] Switzerland, [removed: and we conduct] our Japanese [removed: operations from] [added: office in Tokyo and] our [added: Canadian] office in [removed: Tokyo.][added: Montreal.]

We also [removed: evaluate opportunities for acquiring] [added: establish business relationships with other companies and medical research institutions to acquire] products or rights to products and technologies that are complementary to our [removed: business from other companies and medical research institutions.][added: business.]

In [removed: March 2017, we recognized a $25.0 million milestone for the first patient first visit in a GVHD study and in] December [removed: 2017,] [added: 2020,] we recognized a [removed: $40.0] [added: $80.0] million [added: sales] milestone for Novartis achieving annual net sales of a JAK licensed product of [removed: $600.0 million.][added: $1.2 billion.]

[removed: Agenus] [added: Under the agreement, Nimble] is eligible to receive up to [removed: an additional $510.0] [added: $8.0] million in future contingent [removed: development, regulatory and commercialization] [added: discovery] milestones [removed: across all programs] [added: and up to $127.0 million] in [removed: the collaboration.][added: future contingent development and regulatory milestones.]

[removed: Merus retained] [added: We have rights to co-commercialize tafasitamab in the United States with MorphoSys, and we have] exclusive development and commercialization rights [removed: in] [added: outside of] the United [removed: States to MCLA-145.][added: States.]

[removed: MacroGenics will be] [added: MorphoSys is] eligible to receive up to [removed: an additional $405.0] [added: $740.0] million in future contingent development and regulatory [removed: milestones,] [added: milestones] and up to [removed: $330.0] [added: $315.0] million in [removed: commercial] [added: commercialization] milestones as well as tiered royalties ranging from [removed: 15%] [added: the mid-teens] to [removed: 24%] [added: mid-twenties] of [removed: global] net [removed: sales.][added: sales outside of the United States.]

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, covering the worldwide development and commercialization of MOR208 (tafasitamab), an investigational Fc engineered monoclonal antibody directed against the target molecule [removed: CD19 that is currently in clinical development by MorphoSys.][added: CD19.]

Under the terms of the agreement, we [removed: will receive] [added: received] exclusive commercialization rights outside of the United [removed: States,] [added: States] and MorphoSys and we [removed: will] have co-commercialization rights in the United States, with respect to tafasitamab.

[removed: MorphoSys will be responsible for leading] [added: Under] the [removed: commercialization strategy] [added: collaboration] and [removed: booking all revenue from sales of tafasitamab] [added: license agreement with MorphoSys, which was executed] in [removed: the United States, and] [added: March 2020,] we and MorphoSys [removed: will] [added: are] both [removed: be] responsible for [added: the] commercialization efforts [added: of tafasitamab] in the United States and will share equally the profits and losses from the co-commercialization efforts.

Revenue Recognition. We recognize revenue only when we have satisfied a performance obligation through transferring control of the promised good or service to a [removed: customer.][added: customer in an amount that reflects the consideration we expect to receive in exchange for those goods or services.]

We [added: also] assess collectability based primarily on the customer’s payment history and on the creditworthiness of the customer.

Our product revenues consist of U.S. sales of JAKAFI and [added: PEMAZYRE and] European sales of ICLUSIG.

We recognize revenues for product received by our customers net of allowances for customer credits, including estimated rebates, chargebacks, discounts, returns, distribution service fees, patient assistance programs, and government rebates, such as Medicare Part D coverage gap reimbursements in the [removed: U.S. These sales allowances and accruals are recorded based on estimates which are described in detail below.][added: United States.]

[removed: Service fees are also deducted] from total product sales as they are earned.

_Rebates and Discounts:_ We accrue rebates for mandated discounts under the Medicaid Drug Rebate Program in the [removed: U.S.] [added: United States] and mandated discounts in Europe in markets where government-sponsored healthcare systems are the primary payers for healthcare.

Royalty revenues on commercial sales for JAKAVI [added: and TABRECTA] by Novartis are estimated based on information provided by Novartis.

Our [removed: license agreements often include] contractual [removed: milestones, which] [added: milestones] typically relate to the achievement of pre-specified development, regulatory and commercialization events outside of our control, such as regulatory approval of a compound, first patient dosing or achievement of sales-based thresholds.

Stock Compensation. Share-based payment transactions with employees, which include stock options, restricted stock units (RSUs) and performance shares (PSUs), are recognized as compensation expense over the requisite service period based on their estimated fair values at the date of grant as well as expected forfeiture rates based on actual [added: experience.]

We record estimates and prepare and file tax returns in various jurisdictions across the [removed: U.S.,] [added: United States, Canada,] Europe, and Asia based upon our interpretation of local tax laws and regulations.

Acquisition-related contingent consideration. Acquisition-related contingent consideration, which consists of our future royalty [removed: and certain potential milestone] obligations to ARIAD/Takeda, was recorded on the acquisition date at the estimated fair value of the obligation, in accordance with the acquisition method of accounting.

The assumptions used to determine the fair value of the acquisition-related contingent consideration include projected ICLUSIG revenues and [added: a] discount [removed: rates] [added: rate] which, [added: require significant judgement and are analyzed on a quarterly basis.]

Years Ended December 31, [removed: 2019] [added: 2020] and [removed: 2018][added: 2019]

We recorded net [removed: income] [added: loss] for the year ended December 31, [removed: 2019] [added: 2020] of [removed: $446.9] [added: $295.7] million and net income for the year ended December 31, [removed: 2018] [added: 2019] of [removed: $109.5] [added: $446.9] million.

On a per share basis, basic [removed: net income was $0.52] and diluted net [removed: income] [added: loss] was [removed: $0.51] [added: $1.36] for the year ended December 31, [removed: 2018.][added: 2020.]

| JAKAFI revenues, net | ​ | $ | [removed: 1,685.0] [added: 1,937.9] | ​ | $ | [removed: 1,387.0] [added: 1,685.0] | ​ |

| ICLUSIG revenues, net | ​ | [removed: ​] [added: ​] | [removed: 90.0] [added: 105.0] | ​ | [removed: ​] [added: ​] | [removed: 79.9] [added: 90.0] | ​ |

| Total product revenues, net | ​ | ​ | [removed: 1,775.0] [added: 2,068.8] | ​ | ​ | [removed: 1,466.9] [added: 1,775.0] | ​ |

| JAKAVI product royalty revenues | ​ | ​ | [removed: 225.9] [added: 277.9] | ​ | ​ | [removed: 194.7] [added: 225.9] | ​ |

| OLUMIANT product royalty revenues | ​ | ​ | [removed: 80.4] [added: 110.9] | ​ | ​ | [removed: 40.1] [added: 80.4] | ​ |

| Total product royalty revenues | ​ | | [removed: 306.3] [added: 392.9] | ​ | | [removed: 234.8] [added: 306.3] | ​ |

| Milestone and contract revenues | ​ | | [removed: 77.5] [added: 205.0] | ​ | | [removed: 180.0] [added: 77.5] | ​ |

| Total revenues | ​ | $ | [removed: 2,158.8] [added: 2,666.7] | ​ | $ | [removed: 1,881.9] [added: 2,158.8] | ​ |

Our [removed: product revenues, net] [added: milestone and contract revenues were $205.0 million and $77.5 million] for the years ended December 31, [removed: 2019 and 2018, were $1.8 billion] [added: 2020] and [removed: $1.5 billion,] [added: 2019,] respectively.

The increase in JAKAFI product revenues [added: from 2019 to 2020] was comprised of a volume increase of [removed: $204.5] [added: $220.4] million and a price increase of [removed: $93.5] [added: $32.5] million.

The following table provides a summary of activity with respect to our sales allowances and [removed: accruals:][added: accruals (in thousands):]

| Year Ended December 31, [removed: 2019] [added: 2020] | | Fees | | | Chargebacks | | | Discounts | | | Returns | | | Total | | |

| Balance at [removed: December 31, 2019] [added: January 1, 2020] | ​ | $ | 6,530 | ​ | $ | 54,762 | ​ | $ | 703 | ​ | $ | 1,660 | ​ | $ | 63,655 | ​ |

Increases in certain government reimbursement rates are limited to a measure of inflation, and when the price of a drug increases faster than this measure of inflation it will result in a penalty adjustment factor that causes a larger sales allowance to those [added: government related entities.]

We expect government rebates and chargebacks as a percentage of our gross product sales will continue to increase in connection with any future [removed: JAKAFI] [added: product] price increases greater than the rate of inflation, and any such increase in these government rebates and chargebacks will have a negative impact on our reported product revenues, net.

Our portfolio includes compounds in various stages, ranging from preclinical to late stage development, and commercialized products JAKAFI (ruxolitinib), ICLUSIG (ponatinib), PEMAZYRE (pemigatinib) and MONJUVI (tafasitamab-cxix) which is co-commercialized with MorphoSys.

Effects of the COVID-19 Pandemic on Our Business

In December 2019, coronavirus disease of 2019, or COVID-19, was first reported in Wuhan, China.

In March 2020, the World Health Organization declared COVID-19 a pandemic (“the COVID-19 Pandemic”) and certain governments, including the State of Delaware where our primary offices and laboratory spaces are located, enacted stay-at-home orders and sweeping restrictions to travel and business activity were initiated by corporations and governments.

We took aggressive, proactive actions early on to protect the health of our employees, and their families, including voluntarily requiring almost all personnel across our global enterprise to work remotely and restricting access to our sites to personnel who were required to perform critical business continuity activities.

In May 2020, we initiated a return to full laboratory work at our facilities in Wilmington, Delaware, as well as a gradual return to office-based working, where allowed under local guidelines, at our offices in North America, Europe and Asia.

While we currently believe we are well-positioned to function in a hybrid on-site and virtual or remote fashion, the extent of the COVID-19 Pandemic’s effect on our operational and financial performance will depend on future developments, including the duration, spread and intensity of the pandemic, protective measures, and the reimposition of protective measures, implemented by governmental authorities or by us to protect our employees, and effects of the pandemic and such protective measures on our suppliers, collaborators, services providers and healthcare organizations serving patients, all of which are uncertain and difficult to predict considering the rapidly evolving landscape.

As a result, it is not currently possible to ascertain or predict the overall long-term impact of the COVID-19 Pandemic on our business.

To date, we have not experienced a material effect on the results of our commercial operations, or our manufacturing supply chain, and we have increased manufacturing efforts of ruxolitinib to respond to the COVID-19 Pandemic and to pre-clinical and clinical study requests.

New patient starts for JAKAFI treatment decreased as a result of shelter in place and other protective measures, and if decreases in new patient starts occur in future periods, our revenues in future periods could be adversely affected.

We continue to anticipate that short-term effects may continue to emerge across different aspects of our global clinical trial programs.

For example, while we expect ongoing monitoring of already-enrolled patients to continue, difficulties in monitoring may result as a consequence of shelter in place orders and other protective measures implemented by governmental authorities or clinical trial sites.

In addition, new patient recruitment in certain clinical trials has been and may in the future be impacted, in particular with respect to our earlier stage clinical trials.

We also expect the conduct of clinical trials may continue to vary by disease state and by severity of disease, as well as by geography, as some regions are more adversely impacted.

Until our return to full laboratory work, our discovery laboratories were staffed by essential personnel, and hence certain discovery programs experienced delays.

Still, we caution that the duration and severity of the continuing COVID-19 Pandemic remains uncertain and we may not yet be able to assess its consequences accurately or fully at this time.

Regulatory Achievements

In April 2020, PEMAZYRE (pemigatinib), a selective fibroblast growth factor receptor (FGFR) inhibitor, was approved by the U.S. Food and Drug Administration (FDA) for the treatment of adults with previously treated, unresectable locally advanced or metastatic cholangiocarcinoma with an FGFR2 fusion or other rearrangement as detected by an FDA-approved test.

PEMAZYRE is the first and only FDA-approved treatment for this indication, which was approved under accelerated approval based on overall response rate and duration of response.

We have retained all rights to PEMAZYRE globally, other than those granted to Innovent Biologics, Inc. to develop and commercialize pemigatinib in hematology and oncology in mainland China, Hong Kong, Macau and Taiwan.

In May 2020, under our collaboration agreement with Novartis International Pharmaceutical Ltd., the FDA approved TABRECTA (capmatinib) for the treatment of adult patients with metastatic non-small cell lung cancer (NSCLC) whose tumors have a mutation that leads to MET exon 14 skipping (METex14) as detected by an FDA-approved test.

TABRECTA is the first and only treatment approved to specifically target NSCLC with this driver mutation and is approved for first-line and previously treated patients regardless of prior treatment type.

In June 2020, the Japanese Ministry of Health, Labour and Welfare granted marketing approval for TABRECTA for METex14 mutation-positive advanced and/or recurrent unresectable NSCLC.

In July 2020, under our collaboration and license agreement with MorphoSys AG, we received FDA approval of MONJUVI (tafasitamab-cxix), in combination with lenalidomide for the treatment of adult patients with relapsed or refractory diffuse large B-cell lymphoma (DLBCL) not otherwise specified, including DLBCL arising from low grade lymphoma, and who are not eligible for autologous stem cell transplant.

In October 2020, under our collaboration agreement with Eli Lilly and Company, the European Commission approved OLUMIANT (baricitinib) for the treatment of moderate-to-severe atopic dermatitis in adult patients who are candidates for systemic therapy and in December 2020, Japan’s Ministry of Health, Labor and Welfare (MHLW) approved OLUMIANT for the treatment of moderate-to-severe atopic dermatitis in adult patients who are candidates for systemic therapy.

Below summarizes the significant achievements under our existing collaboration and license agreements and additional agreements we entered into during the year ended December 31, 2020.

In May 2020, we recognized a $25.0 million development milestone and a $45.0 million regulatory milestone for the FDA approval of capmatinib as TABRECTA.

In June 2020, we recognized a $20.0 million regulatory milestone for the MHLW approval of TABRECTA.

Exclusive of the upfront payment of $150.0 million received in 2009 and the immediate milestone of $60.0 million earned in 2010, we have recognized and received, in the aggregate, $157.0 million for the achievement of development milestones, $280.0 million for the achievement of regulatory milestones and $200.0 million for the achievement of sales milestones through December 31, 2020.

In October 2020, we recognized a $20.0 million regulatory milestone for the European Commission approval of OLUMIANT and in December 2020, we recognized a $10.0 million regulatory milestone for the MHLW approval of OLUMIANT for the treatment of moderate-to-severe atopic dermatitis in adult patients who are candidates for systemic therapy.

Exclusive of the upfront payment of $90.0 million received in 2009, we have recognized and received, in the aggregate, $149.0 million for the achievement of development milestones and $265.0 million for the achievement of regulatory milestones through December 31, 2020.

Of the $150.0 million aggregate purchase price paid for the ADSs, $95.5 million was allocated to our stock purchase in MorphoSys and was recorded within long term investments and $54.5 million, representing the premium paid on the purchase, was

allocated to research and development expense.

Nimble

In September 2020, we entered into a collaboration and license agreement with Nimble Therapeutics, Inc. Under the terms of this agreement, Nimble will utilize their peptide synthesis, screening and optimization platform for discovery and validation of peptides against specified targets.

Additionally, in the event of successful commercialization, Nimble is eligible to receive up to $130.0 million in future contingent sales milestones and tiered royalty payments in the low single digits.

Additional information regarding our collaboration agreements, including their financial and accounting impact on our business and results of operations, can be found in Note 6 of Notes to the Consolidated Financial Statements.

We apply the following five-step model in order to determine this amount: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation, which for the Company is generally at a point in time.

These sales allowances and accruals are recorded based on estimates which are described in detail below.

Changes in estimates for sales allowances and accruals for product shipped in prior periods have resulted in immaterial adjustments to product revenues.

JAKAFI (ruxolitinib) is our first product to be approved for sale in the United States.

It is an oral JAK1 and JAK2 inhibitor and was approved by the U.S. Food and Drug Administration (FDA) in November 2011 for the treatment of patients with intermediate or high-risk myelofibrosis, in December 2014 for the treatment of patients with polycythemia vera who have had an inadequate response to or are intolerant of hydroxyurea and in May 2019 for the treatment of steroid‐refractory acute graft‐versus‐host disease (GVHD) in adult and pediatric patients 12 years and older.

Myelofibrosis and polycythemia vera are both rare blood cancers, and GVHD is an adverse immune response to an allogeneic hematopoietic stem cell transplant.

In June 2016, we acquired from ARIAD Pharmaceuticals, Inc. (ARIAD) all of the outstanding shares of ARIAD Pharmaceuticals (Luxembourg) S.à.r.l., the parent company of ARIAD’s European subsidiaries responsible for the

development and commercialization of ICLUSIG in the European Union and other countries, including Switzerland, Norway, Turkey, Israel and Russia.

We obtained an exclusive license to develop and commercialize ICLUSIG in those countries.

ICLUSIG is approved in the European Union for the treatment of patients with chronic myeloid leukemia and Philadelphia-positive acute lymphoblastic leukemia who are resistant to or intolerant of certain second-generation BCR-ABL inhibitors and all patients who have the T3151 mutation.

Under our collaboration agreement with Novartis International Pharmaceutical Ltd., Novartis received exclusive development and commercialization rights to ruxolitinib outside of the United States for all hematologic and oncologic indications and sells ruxolitinib outside of the United States under the name JAKAVI.

In April 2016, we amended this agreement to provide that Novartis has exclusive research, development and commercialization rights outside of the United States to ruxolitinib (excluding topical formulations) in the GVHD field.

Under our collaboration agreement with Eli Lilly and Company, Lilly received exclusive worldwide development and commercialization rights to our second oral JAK1 and JAK2 inhibitor, baricitinib, for inflammatory and autoimmune diseases.

In January 2016, Lilly submitted a New Drug Application (NDA) to the FDA and a Marketing Authorization Application (MAA) to the European Medicines Agency for baricitinib as treatment for rheumatoid arthritis.

In February 2017, we and Lilly announced that the European Commission approved baricitinib as OLUMIANT for the treatment of moderate-to-severe rheumatoid arthritis in adult patients who have responded inadequately to, or who are intolerant to, one or more disease-modifying antirheumatic drugs.

In July 2017, Japan's Ministry of Health, Labor and Welfare granted marketing approval for OLUMIANT for the treatment of rheumatoid arthritis in patients with inadequate response to standard-of-care therapies.

In June 2018, the FDA approved the 2mg dose of OLUMIANT for the treatment of adults with moderately-to-severely active rheumatoid arthritis who have had an inadequate response to one or more tumor necrosis factor inhibitor therapies.

Since we began our drug-discovery and development activities in early 2002, we have filed numerous Investigational New Drug (IND) applications and progressed multiple internally developed proprietary compounds into clinical development.

Two New Drug Applications (NDAs) seeking marketing approval for drug candidates discovered by Incyte are currently under review by the FDA; the NDA for pemigatinib was submitted by Incyte in September 2019 and the NDA for capmatinib was submitted by Novartis in December 2019.

Below is a brief description of our significant business relationships and collaborations and related license agreements that expand our pipeline and provide us with certain rights to existing and potential new products and technologies.

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 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.

We retained options to co-develop and to co-promote capmatinib in the United States.

Under this agreement, we received an upfront payment and immediate milestone payment totaling $210.0 million and were initially eligible to receive additional payments of up to approximately $1.2 billion if defined development and

commercialization milestones are achieved.

We are also eligible to receive tiered, double-digit royalties ranging from the upper-teens to the mid-twenties percent on future ruxolitinib net sales outside of the United States, and tiered, worldwide royalties on future capmatinib net sales that range from 12% to 14%.

In addition, Novartis has received reimbursement and pricing approval for ruxolitinib in a specified number of countries, and we are now obligated to pay to Novartis tiered royalties in the low single-digits on future ruxolitinib net sales within the United States.

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.

Under this amendment, we received a $5.0 million payment in exchange for the development and commercialization rights to ruxolitinib in GVHD outside of the United States and became eligible to receive up to $75.0 million of additional potential development and regulatory milestones relating to GVHD.

In December 2018, we recognized a $60.0 million milestone for Novartis achieving annual net sales of a JAK licensed product of $900.0 million.

The Novartis agreement will continue on a program-by-program basis until Novartis has no royalty payment obligations with respect to such program or, if earlier, the termination of the agreement or any program in accordance with the terms of the agreement.

Royalties are payable by Novartis on a product-by-product and country-by-country basis until the latest to occur of (i) the expiration of the last valid claim of the licensed patent rights covering the licensed product in the relevant country, (ii) the expiration of regulatory exclusivity for the licensed product in such country and (iii) a specified period from first commercial sale in such country of the licensed product by Novartis or its affiliates or sublicensees.

The agreement may be terminated in its entirety or on a program-by-program basis by Novartis for convenience.

The agreement may also be terminated by either party under certain other circumstances, including material breach.

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 baricitinib and certain back-up compounds for inflammatory and autoimmune diseases.

We received an initial payment of $90.0 million, and were initially eligible to receive additional payments of up to $665.0 million based on the achievement of defined development, regulatory and commercialization milestones.

We retained options to co-develop our JAK1/JAK2 inhibitors with Lilly on a compound-by-compound and indication-by-indication basis.

Lilly is responsible for all costs relating to the development and commercialization of the compounds unless we elect to co-develop any compounds or indications.

If we elect to co-develop any compounds and/or indications, we would be responsible for funding 30% of the associated future global development costs from the initiation of a Phase IIb trial through regulatory approval, including post-launch studies required by a regulatory authority.

Our investments in marketable securities, which are composed primarily of [removed: corporate debt securities and] U.S. government securities, are subject to default, changes in credit rating and changes in market value.

As of December 31, [removed: 2019,] [added: 2020,] marketable securities were [removed: $284.9] [added: $288.4] million.

Due to the nature of these investments, if market interest rates were to increase immediately and uniformly by 10% from levels as of December 31, [removed: 2019,] [added: 2020,] the decline in fair value would not be material.

We [added: also] conduct [removed: our European] [added: commercial and] clinical development [removed: and commercial] operations from our [removed: offices] [added: European headquarters] in [removed: Geneva, Switzerland, and Lausanne, Switzerland;] [added: Morges, Switzerland] and [removed: we conduct our Japanese] [added: clinical development] operations from our [added: Japanese] office in Tokyo.

[removed: Marketed Indications - JAKAFI] [added: JAKAFI] (ruxolitinib)

It was approved by the U.S. Food and Drug Administration (FDA) in November 2011 for the treatment of adults with intermediate or high-risk [removed: myelofibrosis,] [added: myelofibrosis (MF),] in December 2014 for the treatment of adults with polycythemia vera [added: (PV)] who have had an inadequate response to or are intolerant of hydroxyurea and in May 2019 for the treatment of steroid-refractory acute graft-versus-host disease (GVHD) in adult and pediatric patients 12 years and older.

Under our collaboration agreement with [added: our collaboration partner] Novartis [removed: International] Pharmaceutical [added: International] Ltd., Novartis received exclusive development and commercialization rights to ruxolitinib outside of the United States for all hematologic and oncologic indications and sells ruxolitinib outside of the United States under the name JAKAVI.

[added: Our] distribution process uses a model that is well-established and familiar to physicians who practice within the oncology field.

The approval of JAKAFI for PV was based on data from the pivotal Phase III [added: RESPONSE trial.]

We have retained all development and commercialization rights to JAKAFI in the United States and are eligible to receive development and [removed: commercial] [added: sales] milestones as well as royalties from product sales outside the United States.

We hold patents that cover the composition of matter and use of [removed: ruxolitinib] [added: ruxolitinib,] which patents, including applicable extensions, expire in late 2027.

[removed: Marketed Indications - ICLUSIG] [added: ICLUSIG] (ponatinib)

In June 2016, we acquired the European operations of ARIAD Pharmaceuticals, Inc. [removed: (ARIAD)] and obtained an exclusive license to develop and commercialize ICLUSIG (ponatinib) in Europe and other select countries.

Clinical Programs in [added: Hematology and] Oncology

Additional Phase II trials combining ruxolitinib with investigational agents from our portfolio such as [removed: INCB53914 (PIM),] INCB57643 (BET) and INCB00928 (ALK2) in patients with MF are [removed: either ongoing or] in [removed: preparation.][added: preparation, and additional discovery and development initiatives are also ongoing within the LIMBER program, which are evaluating both internally-discovered compounds, including itacitinib (JAK1), and candidates from collaboration partners.]

[removed: The] [added: As part of our development efforts to evaluate JAK inhibition in GVHD, the] REACH clinical program [removed: evaluates] [added: is evaluating] ruxolitinib in patients with steroid-refractory GVHD and includes REACH2, a Novartis-sponsored Phase III trial in steroid-refractory acute GVHD, and REACH3, a Phase III trial in steroid-refractory chronic GVHD that is co-sponsored by Incyte and Novartis.

Itacitinib is [removed: also] being evaluated in GRAVITAS-309, a pivotal Phase III trial of itacitinib in patients with steroid-naïve chronic GVHD.

Based on data generated from these ongoing trials, we have initiated additional trials, including [removed: FIGHT-205, which is evaluating pemigatinib plus pembrolizumab versus pemigatinib alone versus standard of care for metastatic or unresectable urothelial carcinoma in cisplatin-ineligible patients whose tumors express FGFR3 mutation or rearrangement, and FIGHT-207] [added: FIGHT-207,] which is a solid tumor-agnostic trial evaluating pemigatinib in patients with driver-alterations of FGF/FGFR.

FIGHT-302, a Phase III trial of pemigatinib for the first-line treatment of patients with cholangiocarcinoma and FGFR2 fusions or [removed: rearrangements was initiated in June 2019.][added: rearrangements, is ongoing.]

In [removed: November 2019,] [added: October 2020,] we announced that [removed: the FDA had] [added: Health Canada] accepted [removed: for Priority Review our] [added: the] New Drug [removed: Application (NDA)] [added: Submission (NDS)] for pemigatinib as a treatment for [removed: patients] [added: adults] with previously treated, locally advanced or metastatic cholangiocarcinoma with FGFR2 [removed: fusions] [added: fusion] or [removed: rearrangements.][added: other rearrangement.]

In January [removed: 2020,] [added: 2021,] we announced that the [removed: Marketing Authorization Application (MAA)] [added: EMA’s Committee] for [removed: pemigatinib as] [added: Medicinal Products for Human Use (CHMP) issued] a [added: positive opinion recommending the conditional marketing authorization of pemigatinib for the] treatment of adults with [added: unresectable] locally advanced or metastatic cholangiocarcinoma with an FGFR2 fusion or rearrangement that is relapsed or [removed: refractory] [added: refractory,] after at least one line of systemic [removed: therapy had been validated by the European Medicines Agency (EMA).][added: therapy.]

Cholangiocarcinoma is a [added: rare] cancer that arises from the cells within the bile ducts.

The incidence of cholangiocarcinoma with FGFR2 fusions or rearrangements is increasing, and it is currently estimated that there are 2,000-3,000 patients in the [removed: U.S.,] [added: United States,] Europe and Japan.

Pemigatinib [removed: has been] [added: was previously] granted Breakthrough Therapy designation by the FDA as a treatment for patients with previously treated, advanced/metastatic or unresectable FGFR2 translocated cholangiocarcinoma and [added: has Breakthrough Therapy designation] as a treatment for patients with myeloid/lymphoid neoplasms with FGFR1 rearrangement (8p11 MPN) who have relapsed or are refractory to initial chemotherapy.

In October 2017, we and MacroGenics, Inc. announced an exclusive global collaboration and license agreement for MacroGenics’ [removed: INCMGA0012,] [added: retifanlimab (formerly INCMGA0012),] an investigational monoclonal antibody that inhibits PD-1.

Under this collaboration, we obtained exclusive worldwide rights for the development and commercialization of [removed: INCMGA0012] [added: retifanlimab] in all indications.

Potentially registration-enabling trials in [added: squamous cell carcinoma of the] anal [removed: cancer, MSI-high] [added: canal (SCAC), microsatellite instability-high (MSI-H)] endometrial cancer and Merkel cell carcinoma are [removed: ongoing, and a Phase III program evaluating INCMGA0012 in first-line non-small cell lung cancer (NSCLC) is in preparation.][added: ongoing.]

The [removed: PI3K-delta] [added: PI3Kδ] pathway mediates oncogenic signaling in B cell malignancies.

Parsaclisib is a [removed: PI3K-delta] [added: PI3Kδ] inhibitor that has demonstrated potency and selectivity in preclinical studies and has potential therapeutic utility in the treatment of patients with lymphoma.

| Once-a-day ruxolitinib (JAK1/JAK2) [removed: ​] | [removed: Myelofibrosis and] [added: Myelofibrosis,] polycythemia [removed: vera:] [added: vera and GVHD:] clinical pharmacology studies |

| [removed: Itacitinib] [added: itacitinib] (JAK1) | Treatment-naïve chronic GVHD: Phase III (GRAVITAS-309) [removed: ​] |

| [removed: Pemigatinib (FGFR1/2/3)] [added: pemigatinib (FGFR)] | [removed: Cholangiocarcinoma:] [added: CCA:] Phase II (FIGHT-202), Phase III [removed: (FIGHT-302) Bladder cancer: Phase II (FIGHT-201, FIGHT-205)] [added: (FIGHT-302); NDS and J-NDA under review] 8p11 MPN: Phase II (FIGHT-203) Tumor agnostic: Phase II (FIGHT-207) [removed: ​] |

| [removed: Parsaclisib] [added: parsaclisib] (PI3Kδ) | [removed: Follicular] [added: r/r follicular] lymphoma: Phase II (CITADEL-203) [removed: Marginal] [added: r/r marginal] zone lymphoma: Phase II (CITADEL-204) [removed: Mantle] [added: r/r mantle] cell lymphoma: Phase II (CITADEL-205) [removed: ​] |

| [removed: INCMGA0012 (PD-1)2] [added: retifanlimab (PD-1)5] | MSI-high endometrial cancer: Phase II [removed: (POD1UM-101)] [added: (POD1UM-101, POD1UM-204)] Merkel cell carcinoma: Phase II (POD1UM-201) [removed: Anal cancer:] [added: SCAC:] Phase II [removed: (POD1UM-202)] [added: (POD1UM-202); Phase III (PODIUM-303)] NSCLC: Phase III [removed: (PODIUM-301, PODIUM-304) in preparation ​] [added: (POD1UM-304)] |

[removed: INCMGA0012] [added: retifanlimab] licensed from MacroGenics.

Earlier-Stage [removed: Programs][added: Development Programs in Hematology and Oncology]

We also have a number of other earlier-stage clinical [removed: programs,] [added: programs in hematology and oncology,] as detailed in the table below.

| Small molecules | INCB01158 (ARG)1, INCB81776 (AXL/MER), [removed: INCB62079 (FGFR4),] epacadostat (IDO1), [removed: INCB59872 (LSD1),] INCB86550 [removed: (PD-L1)] [added: (PD-L1), INCB106385 (A2A/A2B)] ​ | |

[removed: INCB01158 development in] [added: Development] collaboration with [removed: Calithera Biosciences,] [added: Cellenkos,] Inc.

Clinical Programs [removed: outside Oncology][added: in Dermatology]

In the United States, we estimate that there are approximately 10 million diagnosed [removed: and treated] adolescent and adult patients with [removed: mild to moderate atopic dermatitis.][added: AD.]

A Phase II trial of parsaclisib in patients with autoimmune hemolytic [removed: anemia,] [added: anemia (AIHA),] a rare red blood cell disorder, is also ongoing.

A Phase II trial of INCB00928 is in preparation for patients with fibrodysplasia ossificans [removed: progressiva,] [added: progressiva (FOP),] a disorder in which muscle tissue and connective tissue are gradually replaced by bone.

Our global headquarters is located in Wilmington, Delaware, where we conduct global commercial and clinical development operations.

As described in more detail below, our business is composed of three franchises that are defined by the indications of our approved medicines and the diseases for which our clinical candidates are being developed.

Hematology and Oncology

Our hematology and oncology franchise is comprised of four approved products, which are JAKAFI (ruxolitinib), MONJUVI (tafasitamab-cxix), PEMAZYRE (pemigatinib) and ICLUSIG (ponatinib), as well as numerous clinical development programs.

MONJUVI (tafasitamab-cxix)

In January 2020, we and MorphoSys AG entered into a collaboration and license agreement to further develop and commercialize MorphoSys' proprietary anti-CD19 antibody tafasitamab (MOR208) globally.

The agreement became effective March 2020.

Tafasitamab is an Fc-engineered antibody against CD19 currently in clinical development for the treatment of B cell malignancies.

We have rights to co-commercialize tafasitamab in the United States with MorphoSys, and we have exclusive development and commercialization rights outside of the United States.

In July 2020, we and MorphoSys announced that the FDA approved MONJUVI (tafasitamab-cxix), which is indicated in combination with lenalidomide for the treatment of adult patients with relapsed or refractory diffuse large B-cell lymphoma (DLBCL) not otherwise specified, including DLBCL arising from low grade lymphoma, and who are not

eligible for autologous stem cell transplant (ASCT).

MONJUVI was approved under accelerated approval based on overall response rate.

In August 2020, we and MorphoSys announced that MONJUVI in combination with lenalidomide had been included in the latest National Comprehensive Cancer Network (NCCN) Clinical Practice Guidelines in Oncology for B-cell Lymphomas.

DLBCL is the most common type of non-Hodgkin lymphoma in adults worldwide, comprising 40% of all cases.

DLBCL is characterized by rapidly growing masses of malignant B-cells in the lymph nodes, spleen, liver, bone marrow or other organs.

It is an aggressive disease with ~40% of patients not responding to initial therapy or relapsing thereafter.

We estimate that there are ~10.000 patients diagnosed in the United States each year with relapsed or refractory diffuse large B-cell lymphoma (r/r DLBCL) who are not eligible for ASCT.

The approval of MONJUVI was based on data from the MorphoSys-sponsored Phase II L-MIND study, an open label, multicenter, single arm trial of MONJUVI in combination with lenalidomide as a treatment for adult patients with r/r DLBCL.

Results from the study showed an objective response rate (ORR) of 55% (39 out of 71 patients; primary endpoint) and a complete response (CR) rate of 37% (26 out of 71 patients).

The median duration of response (mDOR) was 21.7 months.

The most frequent serious adverse reactions were infections (26%), including pneumonia (7%) and febrile neutropenia (6%).

PEMAZYRE (pemigatinib)

In April 2020, we announced that the FDA approved PEMAZYRE (pemigatinib), a selective fibroblast growth factor receptor (FGFR) kinase inhibitor, for the treatment of adults with previously treated, unresectable locally advanced or metastatic cholangiocarcinoma with an FGFR2 fusion or other rearrangement as detected by an FDA-approved test.

PEMAZYRE is the first and only FDA-approved treatment for this indication, which was approved under accelerated approval based on overall response rate and duration of response (DOR).

The approval of PEMAZYRE was based on data from FIGHT-202, a multi-center, open-label, single-arm study evaluating PEMAZYRE as a treatment for adults with cholangiocarcinoma.

In FIGHT-202, and in patients harboring FGFR2 fusions or rearrangements (Cohort A), PEMAZYRE monotherapy resulted in an overall response rate of 36% (primary endpoint), and median DOR of 9.1 months (secondary endpoint).

We have retained all rights to PEMAZYRE globally, other than those granted to Innovent Biologics, Inc. to develop and commercialize pemigatinib in hematology and oncology in mainland China, Hong Kong, Macau and Taiwan.

Ruxolitinib and itacitinib

In April 2020, we and Novartis announced that data from REACH2 were published in the New England Journal of Medicine.

In July 2020, we and Novartis announced that REACH3 met its primary endpoint of superior ORR at Month 6 with ruxolitinib treatment compared to best available therapy (BAT), as well as both key secondary endpoints, significantly improving patient-reported symptoms and failure-free survival.

No new safety signals were observed, and the ruxolitinib safety profile in REACH3 was consistent with that seen in previously reported studies in steroid-refractory chronic GVHD.

Additional data announced in December 2020 showed that best overall response (BOR) rate, defined as any response up to week 24, was achieved in a significantly higher percentage of patients with ruxolitinib therapy compared to BAT.

An sNDA seeking FDA approval of ruxolitinib in steroid-refractory chronic GVHD has been submitted.

Based on positive Phase II data, we have opened two pivotal trials of ruxolitinib in combination with parsaclisib (PI3Kδ) in first-line MF (LIMBER-313) and in MF patients with a suboptimal response to ruxolitinib monotherapy (LIMBER-304), respectively.

Tafasitamab

Tafasitamab is an anti-CD19 antibody and is being investigated as a therapeutic option in B cell malignancies in a number of ongoing and planned combination trials.

An open-label Phase II combination trial (L-MIND) is investigating the safety and efficacy of tafasitamab in combination with lenalidomide in patients with relapsed or refractory diffuse large B-cell lymphoma (r/r DLBCL), and the ongoing Phase III B-MIND trial is assessing the combination of tafasitamab and bendamustine versus rituximab and bendamustine in r/r DLBCL.

firstMIND is a Phase Ib safety trial of tafasitamab as a first-line therapy for patients with DLBCL, and frontMIND, a placebo-controlled Phase III trial evaluating tafasitamab in combination with lenalidomide added to rituximab plus chemotherapy (R-CHOP) as a first-line therapy for patients with DLBCL, is planned to begin in 2021.

A placebo-controlled Phase III trial (inMIND) of tafasitamab added to lenalidomide plus rituximab (R2) in patients with relapsed or refractory follicular or marginal zone lymphomas is now recruiting patients, and we are preparing to initiate both a proof-of-concept study of tafasitamab in combination with parsaclisib (PI3Kδ) in patients with relapsed or refractory B-cell malignancies and a proof-of-concept study of tafasitamab, lenalidomide and plamotamab in patients

with r/r DLBCL.

_This report contains forward-looking statements that involve risks and uncertainties.

These statements relate to future periods, future events or our future operating or financial plans or performance.

Often, these statements include the words “believe,” “expect,” “target,” “anticipate,” “intend,” “plan,” “seek,” “estimate,” “potential,” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” or “may,” or the negative of these terms, and other similar expressions.

These forward-looking statements include statements as to:_

| | ● | _the discovery, development, formulation, manufacturing and commercialization of our compounds, our drug candidates and JAKAFI_®_/JAKAVI_® _(ruxolitinib) and ICLUSIG_® _(ponatinib);_ |

| --- | --- | --- |

| | ● | _our plans to further develop our operations outside of the United States;_ |

*​*

| | ● | _conducting clinical trials internally, with collaborators, or with clinical research organizations;_ |

| | ● | _our collaboration and strategic relationship strategy, and anticipated benefits and disadvantages of entering into collaboration agreements;_ |

| | ● | _our licensing, investment and commercialization strategies, including our plans to commercialize JAKAFI and ICLUSIG;_ |

| | ● | _the regulatory approval process, including obtaining U.S. Food and Drug Administration and other international health authorities approval for our products in the United States and abroad;_ |

| | ● | _the safety, effectiveness and potential benefits and indications of our drug candidates and other compounds under development;_ |

| | ● | _the timing and size of our clinical trials; the compounds expected to enter clinical trials; timing of clinical trial results;_ |

| | ● | _our ability to manage expansion of our drug discovery and development operations;_ |

| | ● | _future required expertise relating to clinical trials, manufacturing, sales and marketing;_ |

| | ● | _obtaining and terminating licenses to products, drug candidates or technology, or other intellectual property rights;_ |

| | ● | _the receipt from or payments pursuant to collaboration or license agreements resulting from milestones or royalties;_ |

| | ● | _plans to develop and commercialize products on our own;_ |

| | ● | _plans to use third-party manufacturers;_ |

| | ● | _plans for our manufacturing operations;_ |

| | ● | _expected expenses and expenditure levels; expected uses of cash; expected revenues and sources of revenues, including milestone payments; expectations with respect to inventory;_ |

| | ● | _expectations with respect to reimbursement for our products;_ |

| | ● | _the expected impact of recent accounting pronouncements and changes in tax laws;_ |

| | ● | _expected losses; fluctuation of losses; currency translation impact associated with collaboration royalties;_ |

| | ● | _our profitability; the adequacy of our capital resources to continue operations;_ |

| | ● | _the need to raise additional capital;_ |

| | ● | _the costs associated with resolving matters in litigation;_ |

| | ● | _our expectations regarding competition;_ |

| | ● | _expectations relating to our new European headquarters, including construction activities, and the anticipated completion date for our large molecule production facility;_ |

| | ● | _our investments, including anticipated expenditures, losses and expenses; and_ |

| | ● | _our patent prosecution and maintenance efforts._ |

_These forward-looking statements reflect our current views with respect to future events, are based on assumptions and are subject to risks and uncertainties.

These risks and uncertainties could cause actual results to differ materially from those projected and include, but are not limited to:_

| | ● | _our ability to successfully commercialize JAKAFI and ICLUSIG;_ |

| | ● | _our ability to maintain at anticipated levels reimbursement for our products from government health administration authorities, private health insurers and other organizations;_ |

| | ● | _our ability to establish and maintain effective sales, marketing and distribution capabilities;_ |

| | ● | _the risk of reliance on other parties to manufacture our products, which could result in a short supply of our products, increased costs, and withdrawal of regulatory approval;_ |

| | ● | _our ability to maintain regulatory approvals to market our products;_ |

| | ● | _our ability to achieve a significant market share in order to achieve or maintain profitability;_ |

Additional information regarding our current legal proceedings can be found in Note 16 of notes to our consolidated financial statements included in Item 8 of this report.

In December 2018, we received a civil investigative demand from the U.S. Department of Justice (“DOJ”) for documents and information relating to our speaker programs and patient assistance programs, including our support of non-profit organizations that provide financial assistance to eligible patients.

We have cooperated with this inquiry.

In November 2019, the _qui tam_ complaint underlying the DOJ inquiry was unsealed (“Complaint”), at which time we learned that a former employee whom we had terminated had made certain allegations relating to the programs described above.

We then became aware that the DOJ had not intervened in the _qui tam_ action, and, to our knowledge, the DOJ has not intervened to date.

We filed an answer to the Complaint on January 22, 2020, and the action is proceeding.

We are and intend to continue defending ourselves vigorously against these allegations.

For the fiscal year ended December 31, [removed: 2019][added: 2020]

The aggregate market value of Common Stock held by non-affiliates (based on the closing sale price on The Nasdaq Global Select Market on June 30, [removed: 2019)] [added: 2020)] was approximately [removed: $15.4] [added: $19.1] billion.

As of February [removed: 6, 2020] [added: 2, 2021] there were [removed: 216,775,534] [added: 219,843,497] shares of Common Stock, $.001 par value per share, outstanding.

Items 10 (as to directors and Delinquent Section 16(a) Reports), 11, 12, 13 and 14 of Part III incorporate by reference information from the registrant’s proxy statement to be filed with the Securities and Exchange Commission in connection with the solicitation of proxies for the registrant’s [removed: 2020] [added: 2021] Annual Meeting of Stockholders to be held on May 26, [removed: 2020.][added: 2021.]

| [Item 1.](#Item_1_Business) | [Business](#Item_1_Business) | [removed: 2] [added: 7] |

| [Item 1A.](#Item_1A_Risk_Factors) | [Risk Factors](#Item_1A_Risk_Factors) | [removed: 30] [added: 33] |

| [Item 1B.](#Item_1B_Unresolved_Staff_Comments) | [Unresolved Staff Comments](#Item_1B_Unresolved_Staff_Comments) | [removed: 52] [added: 58] |

| [Item 2.](#Item_2_Properties) | [Properties](#Item_2_Properties) | [removed: 52] [added: 58] |

| [Item 3.](#Item_3_Legal_Proceedings) | [Legal Proceedings](#Item_3_Legal_Proceedings) | [removed: 53] [added: 59] |

| [Item 4.](#Item_4_Mine_Safety) | [Mine Safety Disclosures](#Item_4_Mine_Safety) | [removed: 53] [added: 59] |

| ​ | [Information about our Executive Officers](#InformationaboutourExecutiveOfficers) | [removed: 53] [added: 59] |

| [Item 5.](#Item_5_Market_for_Registrant) | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#Item_5_Market_for_Registrant) | [removed: 55] [added: 61] |

| [Item 6.](#Item_6_Selected_Financial_Data) | [Selected Financial Data](#Item_6_Selected_Financial_Data) | [removed: 56] [added: 62] |

| [Item 7.](#Item_7_Management_Discussion) | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#Item_7_Management_Discussion) | [removed: 57] [added: 63] |

| [Item 7A.](#Item_7A_Quantitative) | [Quantitative and Qualitative Disclosures About Market Risk](#Item_7A_Quantitative) | [removed: 72] [added: 74] |

| [Item 8.](#Item_8_Financial_Statements) | [Financial Statements and Supplementary Data](#Item_8_Financial_Statements) | [removed: 73] [added: 75] |

| [Item 9.](#Item_9_Changes_in_and_Disagreements) | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](#Item_9_Changes_in_and_Disagreements) | [removed: 118] [added: 120] |

| [Item 9A.](#Item_9A_Controls_and_Procedures) | [Controls and Procedures](#Item_9A_Controls_and_Procedures) | [removed: 118] [added: 120] |

| [Item 9B.](#Item_9B_Other_Information) | [Other Information](#Item_9B_Other_Information) | [removed: 121] [added: 122] |

| [Item 10.](#Item_10_Directors_Executive_Officers) | [Directors, Executive Officers and Corporate Governance](#Item_10_Directors_Executive_Officers) | [removed: 121] [added: 122] |

| [Item 11.](#Item_11_Executive_Compensation) | [Executive Compensation](#Item_11_Executive_Compensation) | [removed: 121] [added: 122] |

| [Item 12.](#Item_12_Security_Ownership_of_Certain) | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#Item_12_Security_Ownership_of_Certain) | [removed: 121] [added: 122] |

| [Item 13.](#Item_13_Certain_Relationships) | [Certain Relationships and Related Transactions, and Director Independence](#Item_13_Certain_Relationships) | [removed: 122] [added: 123] |

| [Item 14.](#Item_14_Principal_Accountant_Fees) | [Principal Accountant Fees and Services](#Item_14_Principal_Accountant_Fees) | [removed: 122] [added: 123] |

| [Item 15.](#Item_15_Exhibits_Financial_Statement) | [Exhibits, Financial Statement Schedules](#Item_15_Exhibits_Financial_Statement) | [removed: 122] [added: 123] |

| [Item 16.](#ITEM_16) | [Form 10-K Summary](#ITEM_16) | [removed: 125] [added: 126] |

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

| ​ | [Forward-Looking Statements](#ForwardLookingStatements) | 2 |

| ​ | [Summary Risk Factors](#SummaryRiskFactors) | 5 |

| [SIGNATURES](#SIGNATURES) | | 127 |

Forward-Looking Statements

_This report contains forward-looking statements that involve risks and uncertainties.

These statements relate to future periods, future events or our future operating or financial plans or performance.

Often, these statements include the words “believe,” “expect,” “target,” “anticipate,” “intend,” “plan,” “seek,” “estimate,” “potential,” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” or “may,” or the negative of these terms, and other similar expressions.

These forward-looking statements include statements as to:_

| | ● | _the discovery, development, formulation, manufacturing and commercialization of our compounds, our drug candidates and JAKAFI_®_/JAKAVI_® _(ruxolitinib), PEMAZYRE_ ® _(pemigatinib), ICLUSIG_® _(ponatinib) and MONJUVI® (__tafasitamab-cxix)__;_ |

| --- | --- | --- |

| | ● | _our plans to further develop our operations outside of the United States;_ |

| --- | --- | --- |

| | ● | _conducting clinical trials internally, with collaborators, or with clinical research organizations;_ |

| --- | --- | --- |

| | ● | _our collaboration and strategic relationship strategy, and anticipated benefits and disadvantages of entering into collaboration agreements;_ |

| --- | --- | --- |

| | ● | _our licensing, investment and commercialization strategies, including our plans to commercialize JAKAFI, PEMAZYRE, ICLUSIG and MONJUVI;_ |

| --- | --- | --- |

| | ● | _the regulatory approval process, including obtaining U.S. Food and Drug Administration and other international health authorities approval for our products in the United States and abroad;_ |

| --- | --- | --- |

| | ● | _the safety, effectiveness and potential benefits and indications of our drug candidates and other compounds under development;_ |

| --- | --- | --- |

| | ● | _the timing and size of our clinical trials; the compounds expected to enter clinical trials; timing of clinical trial results;_ |

| --- | --- | --- |

| | ● | _our ability to manage expansion of our drug discovery and development operations;_ |

| --- | --- | --- |

| | ● | _future required expertise relating to clinical trials, manufacturing, sales and marketing;_ |

| --- | --- | --- |

| | ● | _obtaining and terminating licenses to products, drug candidates or technology, or other intellectual property rights;_ |

| --- | --- | --- |

| | ● | _the receipt from or payments pursuant to collaboration or license agreements resulting from milestones or royalties;_ |

| --- | --- | --- |

| | ● | _plans to develop and commercialize products on our own;_ |

| --- | --- | --- |

| | ● | _plans to use third-party manufacturers;_ |

| --- | --- | --- |

| | ● | _plans for our manufacturing operations;_ |

| --- | --- | --- |

| | ● | _expected expenses and expenditure levels; expected uses of cash; expected revenues and sources of revenues, including milestone payments; expectations with respect to inventory;_ |

| [SIGNATURES](#SIGNATURES) | | 126 |

In March 2017, we acquired additional adjacent buildings and in 2019, began demolition of these buildings and construction of a new laboratory [added: and office] building totaling approximately 200,000 square feet.

We conduct our [removed: European] [added: international] clinical development and commercial operations from our [removed: offices] [added: European office] in [removed: Geneva, Switzerland and Lausanne, Switzerland and] [added: Morges, Switzerland,] our Japanese office [removed: is] in [removed: Tokyo.][added: Tokyo and our Canadian office in Montreal.]

The construction of this building is currently expected to be completed in the second half of 2021.

Construction commenced in July 2018 and we currently expect the facility will be operational in the second half of 2021.

In February 2018, we signed an agreement to rent a building in Morges, Switzerland for an initial term of 15 years, with multiple options to extend for an additional 20 years.

The building will undergo extensive renovations prior to our occupation and, when completed, will serve as our new European headquarters.

Construction commenced in July 2018, with expected completion in the second half of 2020.

_Hervé Hoppenot,_ age [removed: 60,] [added: 61,] joined Incyte as President and Chief Executive Officer and a Director, in January 2014 and was appointed Chairman of the Board in May 2015.

_Dashyant Dhanak_, age [removed: 59,] [added: 60,] joined Incyte in December 2018 as Executive Vice President, Chief Scientific Officer.

Dickinson_, age [removed: 52,] [added: 53,] has served as Executive Vice President and General Manager, Europe since June 2019 and joined Incyte as Senior Vice President and General Manager, Europe in June 2016.

Flannelly_, age [removed: 62,] [added: 63,] has served as Executive Vice President and General [removed: Manager US] [added: Manager, NA] since June 2015 and joined Incyte as Executive Vice President, Business Development and Strategic Planning in August 2014.

_Vijay Iyengar_, age [removed: 47,] [added: 48,] joined Incyte in May 2016 as Executive Vice President, Global Strategy and Corporate Development.

_Michael Morrissey_, age [removed: 56,] [added: 57,] has served as Executive Vice President and Head of Global Technical Operations since June 2019 and joined Incyte in January 2016 as Corporate Senior Vice President and Head of Global Technical Operations.

Pasquale_, age [removed: 54,] [added: 55,] joined Incyte in April 2018 as Executive Vice President and General Counsel.

Prior to joining Incyte, Ms. Pasquale joined Incyte from Celgene Corporation, a biopharmaceutical company, where for 17 years she held positions of increasing levels of responsibility, including Chief Counsel; Senior Vice President, Legal and Deputy [added: General Counsel and Assistant Corporate Secretary, and, most recently, Executive Vice President and Global Chief Compliance Officer.]

_Christiana Stamoulis,_ age [removed: 49,] [added: 50,] joined Incyte in February 2019 as Executive Vice President and Chief Financial Officer.

Prior to joining Incyte, she served as President from February 2018 until January 2019 and Chief Financial Officer [removed: from January 2015 to January 2019 of Unum Therapeutics Inc., a biopharmaceutical company.]

_Steven Stein,_ age [removed: 53,] [added: 54,] has served as Executive Vice President and Chief Medical Officer since May 2016 and joined Incyte as Senior Vice President and Chief Medical Officer in March 2015.

Swain_, age [removed: 62,] [added: 63,] has served as Executive Vice President, Human Resources since August 2002 and joined Incyte as Senior Vice President of Human Resources in January 2002.

_Wenqing Yao_, age [removed: 57,] [added: 58,] has served as Executive Vice President, Head of Discovery Chemistry since October 2014.

from January 2015 to January 2019 of Unum Therapeutics Inc., a biopharmaceutical company.

General Counsel and Assistant Corporate Secretary, and, most recently, Executive Vice President and Global Chief Compliance Officer.

Our common stock, $.001 par value per share, is traded on The Nasdaq Global Select Market under the symbol “INCY.” As of December 31, [removed: 2019,] [added: 2020,] our common stock was held by [removed: 128] [added: 122] stockholders of record.

| ​ | ​ | [removed: 2019] [added: 2020] | | ​ | [removed: 2018] [added: 2019] | | ​ | [removed: 2017] [added: 2018] | | ​ | [removed: 2016] [added: 2017] | | ​ | [removed: 2015] [added: 2016] | | |

| Product revenues, net(1) | ​ | $ | [removed: 1,774,922] [added: 2,068,736] | ​ | $ | [removed: 1,466,900] [added: 1,774,922] | ​ | $ | [removed: 1,200,312] [added: 1,466,900] | ​ | $ | [removed: 882,404] [added: 1,200,312] | ​ | $ | [removed: 601,015] [added: 882,404] | ​ |

| Product royalty revenues(2) | ​ | | [removed: 306,337] [added: 392,966] | ​ | | [removed: 234,780] [added: 306,337] | ​ | | [removed: 160,791] [added: 234,780] | ​ | | [removed: 110,711] [added: 160,791] | ​ | | [removed: 74,821] [added: 110,711] | ​ |

| Milestone and contract revenues(3) | ​ | | [removed: 77,500] [added: 205,000] | ​ | | [removed: 180,000] [added: 77,500] | ​ | | [removed: 175,000] [added: 180,000] | ​ | | [removed: 112,512] [added: 175,000] | ​ | | [removed: 77,857] [added: 112,512] | ​ |

| Other revenues | ​ | | — | ​ | | [removed: 203] [added: —] | ​ | | [removed: 113] [added: 203] | ​ | | [removed: 92] [added: 113] | ​ | | [removed: 58] [added: 92] | ​ |

| Total revenues | ​ | | [removed: 2,158,759] [added: 2,666,702] | ​ | | [removed: 1,881,883] [added: 2,158,759] | ​ | | [removed: 1,536,216] [added: 1,881,883] | ​ | | [removed: 1,105,719] [added: 1,536,216] | ​ | | [removed: 753,751] [added: 1,105,719] | ​ |

| Cost of product revenues (including definite-lived intangible amortization) | ​ | | [removed: 114,249] [added: 131,328] | ​ | | [removed: 94,123] [added: 114,249] | ​ | | [removed: 79,479] [added: 94,123] | ​ | | [removed: 58,187] [added: 79,479] | ​ | | [removed: 26,972] [added: 58,187] | ​ |

| Research and development(4) | ​ | | [removed: 1,154,111] [added: 2,215,942] | ​ | | [removed: 1,197,957] [added: 1,154,111] | ​ | | [removed: 1,326,134] [added: 1,197,957] | ​ | | [removed: 581,861] [added: 1,326,134] | ​ | | [removed: 479,514] [added: 581,861] | ​ |

| Selling, general and administrative(4) | ​ | | [removed: 468,711] [added: 516,922] | ​ | | [removed: 434,407] [added: 468,711] | ​ | | [removed: 366,286] [added: 434,407] | ​ | | [removed: 303,251] [added: 366,286] | ​ | | [removed: 196,614] [added: 303,251] | ​ |

| Change in fair value of acquisition-related contingent consideration | ​ | | [removed: 19,682] [added: 23,385] | ​ | | [removed: 26,173] [added: 19,682] | ​ | | [removed: 7,704] [added: 26,173] | ​ | | [removed: 17,422] [added: 7,704] | ​ | | [removed: —] [added: 17,422] | ​ |

| Total costs and expenses | ​ | | [removed: 1,756,753] [added: 2,930,378] | ​ | | [removed: 1,752,660] [added: 1,756,753] | ​ | | [removed: 1,779,603] [added: 1,752,660] | ​ | | [removed: 960,721] [added: 1,779,603] | ​ | | [removed: 703,100] [added: 960,721] | ​ |

| Income (loss) from operations | ​ | | [removed: 402,006] [added: (263,676)] | ​ | | [removed: 129,223] [added: 402,006] | ​ | | [removed: (243,387)] [added: 129,223] | ​ | | [removed: 144,998] [added: (243,387)] | ​ | | [removed: 50,651] [added: 144,998] | ​ |

| Other income (expense), net(4) | ​ | | [removed: 52,182] [added: 23,206] | ​ | | [removed: 31,760] [added: 52,182] | ​ | | [removed: 17,153] [added: 31,760] | ​ | | [removed: 4,412] [added: 17,153] | ​ | | [removed: 7,089] [added: 4,412] | ​ |

| Interest expense | ​ | | [removed: (1,855)] [added: (2,174)] | ​ | | [removed: (1,543)] [added: (1,855)] | ​ | | [removed: (6,900)] [added: (1,543)] | ​ | | [removed: (38,745)] [added: (6,900)] | ​ | | [removed: (45,603)] [added: (38,745)] | ​ |

| Unrealized gain (loss) on long term investment | ​ | ​ | [removed: 34,458] [added: 10,426] | ​ | ​ | [removed: (44,093)] [added: 34,458] | ​ | ​ | [removed: (24,275)] [added: (44,093)] | ​ | ​ | [removed: (3,261)] [added: (24,275)] | ​ | ​ | [removed: (4,581)] [added: (3,261)] | ​ |

| Expense related to senior note conversions | ​ | | — | ​ | | — | ​ | | [removed: (54,881)] [added: —] | ​ | | [removed: —] [added: (54,881)] | ​ | | — | ​ |

| Income (loss) before provision for income taxes | ​ | | [removed: 486,791] [added: (232,218)] | ​ | | [removed: 115,347] [added: 486,791] | ​ | | [removed: (312,290)] [added: 115,347] | ​ | | [removed: 107,404] [added: (312,290)] | ​ | | [removed: 7,556] [added: 107,404] | ​ |

| Provision for income taxes | ​ | | [removed: 39,885] [added: 63,479] | ​ | | [removed: 5,854] [added: 39,885] | ​ | | [removed: 852] [added: 5,854] | ​ | | [removed: 3,182] [added: 852] | ​ | | [removed: 1,025] [added: 3,182] | ​ |

| Net income (loss) | ​ | $ | [removed: 446,906] [added: (295,697)] | ​ | $ | [removed: 109,493] [added: 446,906] | ​ | $ | [removed: (313,142)] [added: 109,493] | ​ | $ | [removed: 104,222] [added: (313,142)] | ​ | $ | [removed: 6,531] [added: 104,222] | ​ |

| Basic | ​ | $ | [removed: 2.08] [added: (1.36)] | ​ | $ | [removed: 0.52] [added: 2.08] | ​ | $ | [removed: (1.53)] [added: 0.52] | ​ | $ | [removed: 0.55] [added: (1.53)] | ​ | $ | [removed: 0.04] [added: 0.55] | ​ |

| Diluted | ​ | $ | [removed: 2.05] [added: (1.36)] | ​ | $ | [removed: 0.51] [added: 2.05] | ​ | $ | [removed: (1.53)] [added: 0.51] | ​ | $ | [removed: 0.54] [added: (1.53)] | ​ | $ | [removed: 0.03] [added: 0.54] | ​ |

| Basic | ​ | ​ | [removed: 214,913] [added: 218,073] | ​ | ​ | [removed: 212,383] [added: 214,913] | ​ | ​ | [removed: 204,580] [added: 212,383] | ​ | ​ | [removed: 187,873] [added: 204,580] | ​ | ​ | [removed: 179,601] [added: 187,873] | ​ |

| Diluted | ​ | ​ | [removed: 217,657] [added: 218,073] | ​ | ​ | [removed: 215,635] [added: 217,657] | ​ | ​ | [removed: 204,580] [added: 215,635] | ​ | ​ | [removed: 194,125] [added: 204,580] | ​ | ​ | [removed: 187,302] [added: 194,125] | ​ |

| (1) | [added: 2020 product revenues, net, include our product sales of JAKAFI, ICLUSIG and PEMAZYRE.] 2019, 2018, 2017 and 2016 product revenues, net, relate to our product sales of JAKAFI and [removed: product sales of] ICLUSIG from the date of acquisition on June 1, 2016. [removed: 2015 product revenues, net, relate to our product sales of JAKAFI.] |

| (2) | [added: 2020 product royalty revenues relate to Novartis net sales of TABRECTA worldwide, Novartis net sales of JAKAVI outside of the United States and Lilly net sales of OLUMIANT outside of the United States.] 2019, 2018 and 2017 product royalty revenues relate to Novartis net sales of JAKAVI outside of the United States and Lilly net sales of OLUMIANT outside of the United States. 2016 [removed: and 2015] product royalty revenues relate to Novartis net sales of JAKAVI outside the United States. |

| (3) | [added: 2020 milestone and contract revenues relate to our collaborative research and license agreements with Novartis, Lilly and Innovent.] 2019 milestone and contract revenues relate to our collaborative research and license agreements with Innovent and Zai Lab. 2018, [removed: 2017, 2016] [added: 2017] and [removed: 2015] [added: 2016] milestone and contract revenues relate to our collaborative research and license agreements with Novartis and Lilly. |

| ​ | ​ | [removed: 2019] [added: 2020] | | ​ | [removed: 2018] [added: 2019] | | ​ | [removed: 2017] [added: 2018] | | ​ | [removed: 2016] [added: 2017] | | ​ | [removed: 2015] [added: 2016] | | ​ |

| Cash, cash equivalents, and marketable securities | ​ | $ | [removed: 2,117,554] [added: 1,801,377] | ​ | $ | [removed: 1,438,323] [added: 2,117,554] | ​ | $ | [removed: 1,169,645] [added: 1,438,323] | ​ | $ | [removed: 808,546] [added: 1,169,645] | ​ | $ | [removed: 707,783] [added: 808,546] | ​ |

| Working capital | ​ | | [removed: 1,968,148] [added: 1,728,699] | ​ | | [removed: 1,406,977] [added: 1,968,148] | ​ | | [removed: 1,129,458] [added: 1,406,977] | ​ | | [removed: 720,677] [added: 1,129,458] | ​ | | [removed: 674,368] [added: 720,677] | ​ |

| Total assets(1) | ​ | | [removed: 3,426,750] [added: 3,560,918] | ​ | | [removed: 2,645,762] [added: 3,426,750] | ​ | | [removed: 2,302,582] [added: 2,645,762] | ​ | | [removed: 1,638,597] [added: 2,302,582] | ​ | | [removed: 1,007,440] [added: 1,638,597] | ​ |

| Convertible senior notes | ​ | | [removed: 18,300] [added: —] | ​ | | [removed: 17,434] [added: 18,300] | ​ | | [removed: 24,001] [added: 17,434] | ​ | | [removed: 651,481] [added: 24,001] | ​ | | [removed: 619,893] [added: 651,481] | ​ |

| Stockholders’ equity | ​ | | [removed: 2,598,406] [added: 2,611,268] | ​ | | [removed: 1,925,967] [added: 2,598,406] | ​ | | [removed: 1,630,629] [added: 1,925,967] | ​ | | [removed: 419,467] [added: 1,630,629] | ​ | | [removed: 171,155] [added: 419,467] | ​ |

| Collaboration loss sharing | ​ | ​ | 42,801 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ |

| [Report of Ernst & Young LLP, Independent Registered Public Accounting [removed: Firm](#REPORT_OF_INDEPENDENT_REGISTERED_PUBLIC)] [added: Firm](#ReportofIndependentRegisteredPublicAccou)] | [removed: 74] [added: 76] |

| [Consolidated Balance Sheets as of December 31, [removed: 2019] [added: 2020] and [removed: 2018](#BALANCE_SHEETS)] [added: 2019](#BALANCE_SHEETS)] | [removed: 76] [added: 78] |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#STATEMENTS_OF_OPERATIONS)] [added: 2018](#STATEMENTS_OF_OPERATIONS)] | [removed: 77] [added: 79] |

| [Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#COMPREHENSIVE_LOSS)] [added: 2018](#COMPREHENSIVE_LOSS)] | [removed: 78] [added: 80] |

| [Consolidated Statement of Stockholders’ Equity for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#STOCKHOLDERS_DEFICIT)] [added: 2018](#STOCKHOLDERS_DEFICIT)] | [removed: 79] [added: 81] |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#CASH_FLOWS)] [added: 2018](#CASH_FLOWS)] | [removed: 80] [added: 82] |

| [Notes to the Consolidated Financial Statements](#Notes_To_Financials) | [removed: 81] [added: 83] |

| [Interim Consolidated Financial Information (unaudited)](#Interim_Consolidated_Financial_Informati) | [removed: 116] [added: 119] |

We have audited the accompanying consolidated balance sheets of Incyte Corporation (the Company) as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 13, 2020] [added: 9, 2021] expressed an unqualified opinion thereon.

| *​* | ​ | Allowances for [removed: rebates] [added: rebates, discounts and chargebacks owed] to governmental entities |

| _Description of the Matter_ | ​ | As discussed in Note 1 to the consolidated financial statements, the Company recognizes revenues for product received by its customers net of allowances for customer credits, including [added: estimated] rebates, [removed: discounts] [added: chargebacks, discounts, returns, distribution service fees, patient assistance programs,] and [removed: chargebacks.] [added: government rebates.] Liabilities related to sales allowances are presented within accrued and other current liabilities on the consolidated balance sheet and totaled [removed: $59.9] [added: $73.2] million as of December 31, [removed: 2019. Adjustments to gross product revenue include allowances for rebates to governmental entities.] [added: 2020.] Auditing the allowances for [removed: rebates] [added: rebates, discounts and chargebacks owed] to governmental entities was complex and highly judgmental due to the significant estimation uncertainty involved in management’s assumptions, including the levels of expected [removed: future claims and the amount of forecasted shipments from wholesalers that will be dispensed to eligible benefit plan participants, as well as the complexity] [added: utilization] of [removed: governmental] [added: these rebates, discounts] |

| | | [removed: pricing] [added: and chargebacks based on the amount of drugs sold to eligible patients, as well as the complexity of the government mandated] calculations. The allowances for [removed: rebates] [added: rebates, discounts and chargebacks owed] to governmental entities are sensitive to these significant assumptions and calculations. |

| _How We Addressed the Matter in Our Audit_ | ​ | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over management’s review of the allowances for [removed: rebates] [added: rebates, discounts and chargebacks owed] to governmental entities. For example, we tested controls over management’s review of the significant assumptions, such as the [removed: levels] [added: utilization] of [removed: expected future claims] [added: these rebates, discounts] and [removed: the amount of forecasted shipments from wholesalers that will be dispensed to eligible benefit plan participants,] [added: chargebacks] as well as controls over management’s review of the application of the [removed: governmental pricing regulations.] [added: government mandated calculations.] To test the allowances for [removed: rebates] [added: rebates, discounts, and chargebacks owed] to governmental entities, we performed audit procedures that included, among others, evaluating the methodologies used and testing the significant assumptions discussed above. We compared the significant assumptions used by management to historical trends, evaluated the change in the accruals from prior periods, and assessed the historical accuracy of management’s estimates against actual results. We also tested the completeness and accuracy of the underlying data used in the Company’s calculations through reconciliation to third-party invoices, claims data and actual cash payments. In addition, we involved our governmental pricing specialists to assist in evaluating management’s methodology and calculations used to measure certain estimated [removed: rebates.] [added: rebates, discounts and chargebacks.] |

| _Description of the Matter_ | ​ | As discussed in Note 3 to the consolidated financial statements, the Company’s acquisition-related contingent consideration liability, which consists of certain future royalty [removed: obligations,] [added: obligations on future net sales of ICLUSIG,] is remeasured to its estimated fair value each reporting [removed: period.] [added: period, with changes in fair value recorded in the consolidated statements of operations.] As of December 31, [removed: 2019,] [added: 2020,] the acquisition-related contingent consideration liability was [removed: $277.0] [added: $266.0] million. Auditing the valuation of the acquisition-related contingent consideration liability was complex and highly judgmental due to the significant estimation required in determining the fair value. In particular, the fair value estimate was sensitive to significant assumptions such as the weighted average cost of capital and [removed: the revenue growth rates,] [added: projected future ICLUSIG revenues,] which are affected by expectations about future industry, market or economic conditions, and are forward-looking and inherently uncertain. |

| _How We Addressed the Matter in Our Audit_ | ​ | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s valuation of the acquisition-related contingent consideration liability. For example, we tested the Company's controls over management’s review of the valuation model, including controls over the significant assumptions utilized in the calculation, such as the weighted average cost of capital and the [removed: forecasted revenue growth rates.] [added: projected future ICLUSIG revenues.] To test the estimated fair value of the acquisition-related contingent consideration liability, we performed audit procedures that included, among others, assessing the terms of the arrangement, evaluating the methodology used, and testing the significant assumptions discussed above used by the Company in its analysis. We involved our valuation specialists to assist in the evaluation of the significant assumptions and methodology used by the Company. We also compared the significant assumptions to current industry, market and economic trends and to the Company's budgets and forecasts. In addition, we assessed the historical accuracy of management’s estimates against actual performance. |

| ​ | [removed: ​] | [added: 2020 | | |] 2019 | | | 2018 | | |

| Cash and cash equivalents | ​ | $ | [removed: 1,832,684] [added: 1,513,008] | ​ | $ | [removed: 1,163,980] [added: 1,832,684] | ​ |

| Accounts receivable | ​ | | [removed: 308,809] [added: 481,994] | ​ | | [removed: 307,598] [added: 308,809] | ​ |

| Inventory | ​ | | [removed: 11,400] [added: 16,425] | ​ | | [removed: 6,967] [added: 11,400] | ​ |

| Prepaid expenses and other current assets | ​ | ​ | [removed: 43,725] [added: 60,098] | ​ | ​ | [removed: 79,366] [added: 43,725] | ​ |

| Total current assets | ​ | | [removed: 2,481,488] [added: 2,359,894] | ​ | | [removed: 1,832,254] [added: 2,481,488] | ​ |

| Restricted cash and investments | ​ | | [removed: 1,023] [added: 1,757] | ​ | [added: ​] | [removed: 1,006] [added: 1,023] | ​ |

| Long term investments | ​ | | [removed: 133,657] [added: 222,301] | ​ | [added: ​] | [removed: 99,199] [added: 133,657] | ​ |

| Inventory | ​ | | [removed: 5,105] [added: 19,548] | ​ | [added: ​] | [removed: 3,438] [added: 5,105] | ​ |

| Property and equipment, net | ​ | | [removed: 377,567] [added: 559,625] | ​ | [added: ​] | [removed: 319,751] [added: 377,567] | ​ |

| Finance lease right-of-use assets, net | ​ | ​ | [removed: 29,058] [added: 28,451] | ​ | ​ | [removed: —] [added: 29,058] | ​ |

| Other intangible assets, net | ​ | ​ | [removed: 193,828] [added: 172,291] | ​ | ​ | [removed: 215,364] [added: 193,828] | ​ |

| Other assets, net | ​ | | [removed: 49,431] [added: 41,458] | ​ | [added: ​] | [removed: 19,157] [added: 49,431] | ​ |

| Total assets | ​ | $ | [removed: 3,426,750] [added: 3,560,918] | ​ | $ | [removed: 2,645,762] [added: 3,426,750] | ​ |

| Accounts payable | ​ | $ | [removed: 83,647] [added: 98,767] | ​ | $ | [removed: 103,827] [added: 83,647] | ​ |

| Accrued compensation | ​ | | [removed: 90,706] [added: 113,340] | ​ | | [removed: 60,176] [added: 90,706] | ​ |

| Accrued and other current liabilities | ​ | | [removed: 285,950] [added: 378,404] | ​ | | [removed: 229,401] [added: 285,979] | ​ |

| Finance lease liabilities | ​ | ​ | [removed: 664] [added: 2,284] | ​ | ​ | [removed: —] [added: 664] | ​ |

| Convertible senior notes | ​ | ​ | [removed: 18,300] [added: —] | ​ | ​ | [removed: —] [added: 18,300] | ​ |

| Acquisition-related contingent consideration | ​ | ​ | [removed: 34,044] [added: 38,400] | ​ | ​ | [removed: 31,844] [added: 34,044] | ​ |

| Total current liabilities | ​ | | [removed: 513,340] [added: 631,195] | ​ | | [removed: 425,277] [added: 513,340] | ​ |

| Acquisition-related contingent consideration | ​ | ​ | [removed: 242,956] [added: 227,600] | ​ | ​ | [removed: 255,157] [added: 242,956] | ​ |

| Finance lease liabilities | ​ | ​ | [removed: 31,918] [added: 32,573] | ​ | ​ | [removed: —] [added: 31,918] | ​ |

February 9, 2021

| ​ | ​ | 2020 | | | 2019 | | |

| Marketable securities—available-for-sale (amortized cost $288,199; allowance for credit losses $0) | ​ | | 288,369 | ​ | | 284,870 | ​ |

| Commitments and contingencies (Note 16) | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Collaboration loss sharing | ​ | ​ | 42,801 | ​ | ​ | — | ​ | ​ | — | ​ |

| Net income (loss) | ​ | $ | (295,697) | ​ | $ | 446,906 | ​ | $ | 109,493 | ​ |

| Stock compensation | ​ | | — | ​ | ​ | 178,527 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 178,527 | ​ |

| Other comprehensive income | ​ | | — | ​ | | — | ​ | | 182 | ​ | | — | ​ | | 182 | ​ |

| Net loss | ​ | | — | ​ | | — | ​ | | — | ​ | | (295,697) | ​ | | (295,697) | ​ |

| Balances at December 31, 2020 | ​ | $ | 219 | ​ | $ | 4,352,864 | ​ | $ | (15,360) | ​ | $ | (1,726,455) | ​ | $ | 2,611,268 | ​ |

| Net income (loss) | ​ | $ | (295,697) | ​ | $ | 446,906 | ​ | $ | 109,493 | ​ |

| Change in fair value of acquisition-related contingent consideration | ​ | ​ | 23,385 | ​ | ​ | 19,682 | ​ | ​ | 26,173 | ​ |

| Sale of long term investment | ​ | ​ | 17,250 | ​ | ​ | — | ​ | ​ | — | ​ |

_Current Expected Credit Losses._ Effective January 1, 2020, financial assets measured at amortized cost are assessed for future expected credit losses under guidance within ASC 326, Financial Instruments – Credit Losses, to determine if application of an expected credit losses reserve is necessary.

On a quarterly basis, receivables that resulted from revenue transactions within the scope of ASC 606 and recognized on an amortized cost basis are reviewed on a customer-level basis to analyze expectations of future collections based upon past history of collections, payment, aging of receivables and viability of the customer to continue payment, as well as estimates of future economic conditions.

Receivables generally consist of two types: receivables from collaborative agreements, including milestones, reimbursements for agreed-upon activities and sales royalties; and receivables from customer product sales.

Collaborative agreement receivables are closely monitored relationships with select, reputable industry peers.

Collection of receivables is assessed within each collaborative partnership on a quarterly basis, including evaluation of each entity’s credit quality, financial health and past history of payment.

Customer product sales receivables are independently evaluated on a monthly basis, on which unusual items or aged receivables are closely monitored for signs of credit deterioration, or indications of payment refusal.

Customer product sales are with specialty pharmaceutical distributors, wholesalers, and certain public and private institutions, some of which whose financial obligations are funded by various government agencies.

We provide an allowance for doubtful accounts based on management’s assessment of the collectability of specific customer accounts and includes consideration of the credit worthiness and financial condition of those customers, aging of such receivables, history of collectability with the customer and the general economic environment.

We record an allowance to reduce the receivables to the amount that is reasonably believed to be collectible.

We began capitalizing PEMAZYRE inventory after FDA approval in April 2020 as the related costs were expected to be recoverable through the commercialization of the product.

Costs incurred prior to FDA approval have been recorded as research and development expense in our statements of operations.

As a result, cost of product revenues for the next 48 months will reflect a lower average per unit cost of materials.

relationships in which we are able to assert control.

The tax benefit that is recorded for these positions is measured at the largest

The Coronavirus Aid, Relief, and Economic Security (CARES) Act was signed into law in March 2020 to provide an estimated $2.2 trillion designed to stimulate the U.S. economy during the COVID-19 pandemic.

The Act includes tax relief, government loans, grants and investments for entities in affected industries, which has related accounting and financial reporting impacts.

Disclosure for certain income tax accounting measures are required in the period of enactment and disclosure for government loans, investments, grants, and revenue recognition are required in future periods as federal agencies establish rules and procedures to implement the CARES Act.

During the year ended December 31, 2020, we have delayed the payment of certain employer payroll tax amounts to future periods as allowed under the Act.

However, we do not expect the CARES Act to have a material impact on our overall financial results, our income tax provision or our liquidity.

We have further described the expected impact and risks of COVID-19 on our business in Item 1.

Business and in Item 1A.

Risk Factors.

We apply the following five-step model in order to determine this amount: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation, which for the Company is generally at a point in time.

Additionally, beginning in January 2020, the amount of spending required by eligible patients in the Medicare Part D insurance coverage gap increased 30% due to the expiration of a provision in the Patient Protection and Affordable Care Act, which now results in a change in the True Out of Pocket (TrOOP) calculation methodology.

The methodological change has resulted in an increase in required spending by patients and, in turn, an increase in manufacturers’ contributions on behalf of patients in the Medicare Part D insurance coverage gap.

Royalty revenues on commercial sales for capmatinib (marketed as TABRECTA®) by Novartis are based on net sales of licensed products in the licensed territories as provided by Novartis.

For each collaborative research, development and/or commercialization agreement that results in revenue under the guidance of ASC 606, Revenue from Contracts with Customers, we identify all material performance obligations, which may include the license to intellectual property and know-how, research and development activities and/or other activities.

| ​ | ​ |

February 13, 2020

| --- | --- | --- | --- | --- | --- | --- | --- |

| Marketable securities—available-for-sale | ​ | | 284,870 | ​ | | 274,343 | ​ |

| Interest payable | ​ | | 29 | ​ | | 29 | ​ |

| Convertible senior notes | ​ | | — | ​ | | 17,434 | ​ |

| Expense related to senior note conversions | ​ | | — | ​ | | — | ​ | | (54,881) | ​ |

| Balances at December 31, 2016 | ​ | $ | 189 | ​ | $ | 2,096,929 | ​ | $ | (2,886) | ​ | $ | (1,674,765) | ​ | $ | 419,467 | ​ |

| Issuance of 4,945,000 shares of Common Stock | ​ | ​ | 5 | ​ | ​ | 649,382 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 649,387 | ​ |

| Stock compensation | ​ | | — | ​ | | 133,055 | ​ | | — | ​ | | — | ​ | | 133,055 | ​ |

| Other comprehensive loss | ​ | ​ | — | ​ | | — | ​ | | (4,124) | ​ | | — | ​ | ​ | (4,124) | ​ |

| Net loss | ​ | ​ | — | ​ | | — | ​ | | — | ​ | | (313,142) | ​ | ​ | (313,142) | ​ |

| Issuance of 148,761 shares of Common Stock upon conversion of Convertible Senior Notes due 2018 | ​ | | — | ​ | ​ | 7,695 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 7,695 | ​ |

| Adoption of ASU No. 2016-02 (Note 1) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 95 | ​ | ​ | 95 | ​ |

| In-process research and development impairment | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 12,000 | ​ |

| Expense related to senior note conversions | ​ | ​ | — | ​ | | — | ​ | | 54,881 | ​ |

| Proceeds from issuance of common stock, net | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 649,387 | ​ |

| Cash paid in connection with senior note conversions | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (8,934) | ​ |

_Acquisitions._ Acquired businesses are accounted for using the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recorded at fair value, with limited exceptions.

Any excess of the purchase price over the fair value of the net assets acquired is recorded as goodwill.

Transaction costs are expensed as incurred.

The operating results of the acquired business are reflected in our consolidated financial statements after the date of acquisition.

We provide an allowance for doubtful accounts based on experience and specifically identified risks.

Accounts receivable are carried at fair value and charged off against the allowance for doubtful accounts when we determine that recovery is unlikely and we cease collection efforts.

We evaluate for potential excess inventory by analyzing current and future product demand relative to the remaining product shelf life.

We build demand forecasts by considering factors such as, but not limited to, overall market potential, market share, market acceptance and patient usage.

For the year ended December 31, 2017, the change in fair value of our equity investment in Calithera Biosciences, Inc. was recorded in accumulated other comprehensive income (loss) prior to the adoption of ASU No. 2016-01 on January 1, 2018.

Under the prior standard for leases, only contracts assessed as capital leases were recorded on the balance sheet.

For operating leases, the expense

recognition is similar to that of operating leases under ASC 840, with a single lease cost recognized on a straight-line basis.

Indefinite-lived intangible assets are tested for impairment annually as of October 1 or more frequently if events or changes in circumstances between annual tests indicate that the asset may be impaired.

Impairment losses on indefinite-lived intangible assets are recognized based solely on a comparison of the fair value of the asset to its carrying value.

_Financing Costs Related to Long-term Debt._ Costs associated with obtaining long-term debt are deferred and amortized over the term of the related debt using the effective interest method.

Such costs are presented as a direct deduction from the carrying amount of the long-term debt liability, consistent with debt discounts, on the consolidated balance sheets.

For the year ended December 31, 2017, accumulated other comprehensive income (loss) included unrealized gains and losses on our long-term investment classified as available-for-sale in Calithera Biosciences, Inc. Upon adoption of ASU No. 2016-01, we recorded a $2.8 million adjustment to retained earnings as of January 1, 2018 as changes in the fair value of our equity investments are reported on our consolidated statements of operations as an unrealized gain (loss) on long term investments.

We determine at contract inception whether we will transfer control of a promised good or service over time or satisfy the performance obligation at a point in time through analysis of the following criteria: (i) the entity has a present right to payment, (ii) the customer has legal title, (iii) the customer has physical possession, (iv) the customer has the significant risks and rewards of ownership and (v) the customer has accepted the asset.

Our license agreements, which fall within the scope of ASC 606, Revenue from Contracts with Customers, include distinct drug compound out-licensing, collection of upfront payments, milestones or royalty revenues from a counterparty, and provision of commercially available products to suppliers.

Our agreements often include contractual milestones, which typically relate to the achievement of pre-specified development, regulatory and commercialization events outside of our control, such as regulatory approval of a compound, first patient dosing or achievement of sales-based thresholds.

For such cases, we believe that revenue related to these events should not be recognized until the milestone has been achieved.

Some contracts form collaborative arrangements of various types with third-parties.

_Changes in internal control over financial reporting._ There were no [removed: change] [added: changes] in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) for the quarter ended December 31, [removed: 2019,] [added: 2020,] that materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Projections of any evaluation of the effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may [added: deteriorate.]

Based on our evaluation under the framework in _Internal Control—Integrated Framework_, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2019.][added: 2020.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2019] [added: 2020] has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included herein.

We have audited Incyte Corporation’s internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Incyte Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Incyte Corporation as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] and the related notes and our report dated February [removed: 13, 2020] [added: 9, 2021] expressed an unqualified opinion thereon.

February 9, 2021

deteriorate.

February 13, 2020

The information required by this item (with respect to Directors) is incorporated by reference from the information under the caption “Election of Directors” contained in our Proxy Statement to be filed with the Securities and Exchange Commission in connection with the solicitation of proxies for our [removed: 2020] [added: 2021] Annual Meeting of Stockholders to be held on May 26, [removed: 2020] [added: 2021] (the “Proxy Statement”).

Our Board of Directors has appointed an Audit and Finance Committee of [removed: four] [added: three] directors, currently comprised of Mr. Paul J.

[removed: Brooke, Ms. Wendy] Dixon and Dr. Jacqualyn A.

The Board of Directors has also determined that Mr. [removed: Clancy, Mr. Brooke] [added: Clancy] and Dr. Fouse are each qualified as an Audit Committee Financial Expert under the definition outlined by the Securities and Exchange Commission.

Clancy, as Chairman, Dr. Wendy L.

Clancy, as Chairman, Mr. Paul A.

| 4.1 | | [Form of Common Stock Certificate (incorporated by reference to the [removed: exhibit of the same number] [added: Exhibit 4.1] to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002).](http://www.sec.gov/Archives/edgar/data/879169/000102140803005282/dex41.htm) |

| [removed: 4.3*] [added: 4.2] | | [Description of Registrant’s Securities Registered under Section 12 of the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/879169/000155837020000774/ex-4d3.htm)] [added: 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).](https://www.sec.gov/Archives/edgar/data/879169/000155837020000774/ex-4d3.htm)] |

| 10.1# | | [Incyte Corporation Amended and Restated 2010 Stock Incentive [removed: Plan, as amended and restated March 18, 2019] [added: Plan] (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 30, 2019).](http://www.sec.gov/Archives/edgar/data/879169/000110465919025327/a19-8991_1ex10d1.htm) |

| 10.2# | | [Form of [added: Global] Stock Option Agreement for Executive Officers under the Incyte Corporation Amended and Restated 2010 Stock Incentive [removed: Plan, as amended] [added: Plan] (incorporated by reference to Exhibit [removed: 10.7] [added: 10.1] to the [removed: Company’s] [added: Company's] Quarterly Report on Form 10-Q for the quarter ended [removed: June] [added: September] 30, [removed: 2016).](http://www.sec.gov/Archives/edgar/data/879169/000155837016007827/incy-20160630ex10787799c.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/879169/000155837020012834/incy-20200930xex10d1.htm)] |

| [removed: 10.3#] [added: 10.4#] | | [Form of [removed: Nonstatutory Stock Option] [added: Performance Share Award] Agreement under the [added: Incyte Corporation Amended and Restated] 2010 Stock Incentive Plan (incorporated by reference to Exhibit [removed: 10.4] [added: 10.3] to the [removed: Company’s] [added: Company's] Quarterly Report on Form 10-Q for the quarter ended [removed: June] [added: September] 30, [removed: 2014).](http://www.sec.gov/Archives/edgar/data/879169/000110465914055475/a14-14041_1ex10d4.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/879169/000155837020012834/incy-20200930xex10d3.htm)] |

| [removed: 10.4#] [added: 10.6#] | | [Form of [removed: Incentive] [added: Restricted] Stock [removed: Option] [added: Unit Award] Agreement [added: for Outside Directors] under the [added: Incyte Corporation Amended and Restated] 2010 Stock Incentive Plan (incorporated by reference to Exhibit [removed: 10.5] [added: 10.1] to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2014).](http://www.sec.gov/Archives/edgar/data/879169/000110465914055475/a14-14041_1ex10d5.htm)] [added: 2019).](http://www.sec.gov/Archives/edgar/data/879169/000155837019006550/incy-20190630ex101dc8f47.htm)] |

| 10.5# | | [Form of Nonstatutory Stock Option Agreement for Outside Directors under the [added: Incyte Corporation Amended and Restated] 2010 Stock Incentive Plan (incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013).](http://www.sec.gov/Archives/edgar/data/879169/000104746914001174/a2218324zex-10_24.htm) |

| [removed: 10.6#] [added: 10.3#] | | [Form of [added: Global] Restricted Stock Unit Award Agreement under the [added: Incyte Corporation Amended and Restated] 2010 Stock Incentive Plan (incorporated by reference to Exhibit [removed: 10.6] [added: 10.2] to the [removed: Company’s] [added: Company's] Quarterly Report on Form 10-Q for the quarter ended [removed: June] [added: September] 30, [removed: 2014).](http://www.sec.gov/Archives/edgar/data/879169/000110465914055475/a14-14041_1ex10d6.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/879169/000155837020012834/incy-20200930xex10d2.htm)] |

| [removed: 10.7#] [added: 10.12#] | | [removed: [Form of Performance Share Award] [added: [Amended and Restated Employment] Agreement [removed: under] [added: between] the [removed: Amended] [added: Company] and [removed: Restated 2010 Stock Incentive Plan] [added: Hervé Hoppenot, dated as of October 25, 2019] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.3] to the [removed: Company's] [added: Company’s] Quarterly Report on Form 10-Q for the quarter ended [removed: June] [added: September] 30, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/879169/000155837018005974/incy-20180630ex1021c1278.htm)] [added: 2019).](http://www.sec.gov/Archives/edgar/data/879169/000155837019009326/incy-20190930ex10388737b.htm)] |

| [removed: 10.8#] [added: 10.14.1†] | | [removed: [Form of Restricted Stock Unit Award] [added: [Amendment, dated June 22, 2010, to License, Development and Commercialization] Agreement [removed: for Outside Directors under] [added: entered into as of December 18, 2009, by and between] the [removed: Amended] [added: Company] and [removed: Restated 2010 Stock Incentive Plan] [added: Eli Lilly and Company] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2.1] to the Company’s Quarterly Report on Form 10-Q for the quarter ended [removed: June] [added: September] 30, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/879169/000155837019006550/incy-20190630ex101dc8f47.htm)] [added: 2019).](http://www.sec.gov/Archives/edgar/data/879169/000155837019009326/incy-20190930ex1021f3558.htm)] |

| [removed: 10.9#] [added: 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. 33 68138)). |

| [removed: 10.11#] [added: 10.9#] | | [Form of Employment Agreement between the Company and Barry P. Flannelly (effective as of August 11, 2014), Christiana Stamoulis (effective as of February 11, 2019), Steven H. Stein (effective as of March 2, 2015), Vijay K. Iyengar (effective as of May 9, 2016), Maria E. 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).](http://www.sec.gov/Archives/edgar/data/879169/000104746913001393/a2212845zex-10_14.htm) |

| [removed: 10.12#] [added: 10.10#] | | [Form of Amended and Restated Employment Agreement, effective as of April 18, 2012, between the Company and Paula J. Swain and Wenqing Yao (incorporated by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012).](http://www.sec.gov/Archives/edgar/data/879169/000110465912029092/a12-6693_1ex10d14.htm) |

| [removed: 10.13#] [added: 10.11#] | | [Offer of Employment Letter, dated December 14, 2018, from the Company to Christiana Stamoulis (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019).](http://www.sec.gov/Archives/edgar/data/879169/000155837019003610/incy-20190331ex102573f77.htm) |

| [removed: 10.14#] [added: 10.14†] | | [removed: [Amended] [added: [License, Development] and [removed: Restated Employment Agreement] [added: Commercialization Agreement, entered into as of December 18, 2009, by and] between the Company and [removed: Hervé Hoppenot, dated as of October 25, 2019] [added: Eli Lilly and Company] (incorporated by reference to Exhibit [removed: 10.3] [added: 10.2] to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/879169/000155837019009326/incy-20190930ex10388737b.htm)] [added: 2019).](http://www.sec.gov/Archives/edgar/data/879169/000155837019009326/incy-20190930ex1020eebfd.htm)] |

| [removed: 10.15†] [added: 10.13†] | | [Collaboration and License Agreement entered into as of November 24, 2009, by and between the Company and Novartis International Pharmaceutical Ltd. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019).](http://www.sec.gov/Archives/edgar/data/879169/000155837019009326/incy-20190930ex101e8f74d.htm) |

| [removed: 10.15.1†] [added: 10.13.1†] | | [Amendment, dated as of April 5, 2016, to Collaboration and License Agreement entered into as of November 24, 2009, by and between the Company and Novartis International Pharmaceutical Ltd. (incorporated by reference to Exhibit 10.1.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019).](http://www.sec.gov/Archives/edgar/data/879169/000155837019009326/incy-20190930ex10117002c.htm) |

| [removed: 10.16†] [added: 10.14.2†] | | [removed: [License,] [added: [Third Amendment, entered into effective March 31, 2016, to License,] Development and Commercialization [removed: Agreement,] [added: Agreement] entered into as of December 18, 2009, by and between the Company and Eli Lilly and Company (incorporated by reference to Exhibit [removed: 10.2] [added: 10.2.2] to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/879169/000155837019009326/incy-20190930ex1020eebfd.htm)] [added: 2019).](http://www.sec.gov/Archives/edgar/data/879169/000155837019009326/incy-20190930ex10225e24a.htm)] |

| [removed: 10.16.1†] [added: 10.14.4††] | | [removed: [Amendment,] [added: [Letter Agreement,] dated [removed: June 22, 2010,] [added: 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, [removed: 2009,] [added: 2009] by and between the Company and Eli Lilly and Company (incorporated by reference to Exhibit [removed: 10.2.1] [added: 10.1] to the Company’s Quarterly Report on Form 10-Q for the quarter ended [removed: September] [added: June] 30, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/879169/000155837019009326/incy-20190930ex1021f3558.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/879169/000155837020009164/incy-20200630xex10d1.htm)] |

| [removed: 10.16.2†] [added: 10.14.3†] | | [removed: [Third] [added: [Fourth] Amendment, entered into effective [removed: March 31,] [added: December 13,] 2016, to License, Development and Commercialization Agreement entered into as of December 18, 2009, by and between the Company and Eli Lilly and Company (incorporated by reference to Exhibit [removed: 10.2.2] [added: 10.21.4] to [added: Amendment No. 2 on Form 10-K/A to] the Company’s [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: September 30, 2019).](http://www.sec.gov/Archives/edgar/data/879169/000155837019009326/incy-20190930ex10225e24a.htm)] [added: December 31, 2016).](http://www.sec.gov/Archives/edgar/data/879169/000110465917043033/a17-15971_1ex10d21d4.htm)] |