Incyte (INCY) 10-K risk factor changes: FY2025 vs FY2024

JAKAFI is [removed: our] [added: the] first product marketed by us [removed: that is] [added: to be] approved for sale in the United States.

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

- the number of patients [added: diagnosed] with intermediate or high-risk myelofibrosis, uncontrolled polycythemia vera or steroid-refractory graft-versus-host disease [removed: who are diagnosed with the diseases] and the number of such patients that may be treated with JAKAFI;

- the label and promotional claims allowed by the [removed: FDA;][added: U.S. Food and Drug Administration (FDA);]

- the maintenance of regulatory approval for the approved indications in the United States; [removed: and]

- our ability to develop, obtain regulatory approval for and commercialize [removed: ruxolitinib] [added: JAKAFI] in the United States for additional indications or in combination with other therapeutic modalities; and

In addition, revenues from our other products and our receipt of royalties under our collaboration agreements, including our agreements with Novartis [added: Pharmaceutical International Ltd.] for sales of JAKAVI outside the United States and TABRECTA globally and with Eli Lilly 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.

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 these products and the extent to which adequate coverage and 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 [removed: (HMOs)] and other [removed: health care] [added: healthcare] related organizations in the United States and abroad.

The costs of [removed: JAKAFI, ICLUSIG, PEMAZYRE, MONJUVI/MINJUVI, OPZELURA, ZYNYZ and NIKTIMVO] [added: the drug products marketed by us] are not insignificant and almost all patients will require some form of third-party coverage to afford their cost.

In many markets outside of the United States, including countries of the [removed: EU,] [added: European Union (EU),] drug pricing and reimbursement are subject to government control, and government authorities are making greater efforts to limit or regulate the price of drug products.

Third party pharmacy benefit [removed: managers, or PBMs,] [added: managers (PBMs),] other similar organizations and payors can limit coverage to specific products on an approved list, or formulary, which might not include all of the approved products for a particular indication, and to exclude drugs from their formularies in favor of competitor drugs or alternative treatments, or place drugs on formulary tiers with higher patient co-pay obligations, and/or to mandate stricter utilization criteria.

Further, [removed: non-profit organizations’] [added: the] ability [added: of non-profit organizations] to provide assistance to patients is dependent on funding from external sources, and we cannot guarantee that such funding will be provided at adequate levels, or at all.

Risks related to proposed changes in government regulations and [removed: health care] [added: healthcare] reform measures are described below under [removed: “—Other] [added: “Other] Risks Relating to our [removed: Business—Health care] [added: Business—Healthcare] reform measures could impact the pricing and profitability of pharmaceuticals, and adversely affect the commercial viability of our or our collaborators’ products and drug candidates.

[removed: ”] If [added: recent proposals for changes to Medicare and Medicaid reimbursement of drug prices are adopted into law, our results of operations and financial condition could be harmed.” 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, reduce previously approved levels of coverage and reimbursement, or delay reimbursement payments, then our pricing or reimbursement for our products may be affected and our product sales, results of operations or financial condition could be harmed.

Our collaborators Novartis and [removed: Eli] Lilly are affected by similar considerations for the drugs that they market and for which we may receive royalties.

Although we have contracted with a number of specialty pharmacies and wholesalers, they are expected generally to carry a very limited inventory and may be reluctant to be part of our distribution network in the future if demand for [removed: the product] [added: our products] does not increase.

We are continuing to establish and maintain sales, marketing and distribution capabilities for [removed: OPZELURA.][added: our products.]

Successful commercialization of our drug candidates [removed: for dermatology indications] requires us to establish new physician and payor relationships, PBM and pharmacy network relationships, reimbursement strategies and governmental interactions, separate from our existing [removed: capabilities for oncology indications.][added: capabilities.]

Our inability to [removed: commercialize] successfully [added: commercialize our] products [removed: in indications outside of oncology] could harm our business and operating results.

If we do not maintain our regulatory approval to market our products, [removed: in particular JAKAFI,] our results of operations will be materially harmed.

For example, from late 2013 through 2014, ICLUSIG was subject to review by the European Medicines [removed: Agency, or EMA,] [added: Agency (“EMA”),] of the benefits and risks of ICLUSIG to better understand the nature, frequency and severity of events obstructing the arteries or veins, the potential mechanism that leads to these side effects and whether there needed to be a revision in the dosing recommendation, patient monitoring and a risk management plan for ICLUSIG.

[removed: We cannot predict the effects on sales of JAKAFI with the updated warnings or OPZELURA as a result of the “boxed” warnings, but it] [added: It] is possible that future sales of JAKAFI and OPZELURA [removed: can] [added: could] be negatively [removed: affected,] [added: affected as a result of the “boxed” warnings,] which could have a material and adverse effect on our business, results of operations and prospects.

The [removed: testing of JAKAFI, ICLUSIG, PEMAZYRE, MONJUVI/MINJUVI, OPZELURA, ZYNYZ and NIKTIMVO, the] [added: testing,] manufacturing, marketing and sale of [removed: JAKAFI, PEMAZYRE, OPZELURA and NIKTIMVO and the marketing and sale of ICLUSIG, MONJUVI/MINJUVI and ZYNYZ] [added: our products could] expose us to product liability and other risks.

In addition, we are studying and expect to continue to study [removed: JAKAFI] [added: our approved products] in diseases for potential additional indications in controlled clinical settings, and independent investigators are doing so as well.

In the event of any new risks or adverse effects discovered as new patients are treated [removed: for intermediate or high-risk myelofibrosis, uncontrolled polycythemia vera or acute graft-versus-host disease] and as [removed: JAKAFI is] [added: our products are] studied in or used by patients for off-label indications, regulatory authorities may delay or revoke their approvals, we may be required to conduct additional clinical trials, make changes in labeling of [removed: JAKAFI,] [added: our products,] reformulate [removed: JAKAFI] [added: our products] or make changes and obtain new approvals.

We may also experience a significant drop in the sales of [removed: JAKAFI,] [added: our products,] experience harm to our reputation and the reputation of [removed: JAKAFI] [added: our products] in the marketplace or become subject to lawsuits, including class actions.

Any of these results could decrease or prevent sales of [removed: JAKAFI] [added: our products] or substantially increase the costs and expenses of commercializing [removed: JAKAFI.][added: our products.]

Factors similar to those listed above also apply to our [removed: license] collaborators in the jurisdictions in which they have development and commercialization rights.

In addition to FDA and related regulatory requirements, we are subject to [removed: health care] [added: healthcare] “fraud and abuse” laws, such as the federal False Claims Act, the anti-kickback provisions of the federal Social Security Act, and other state and federal laws and regulations.

Federal and state anti-kickback laws prohibit, among other things, knowingly and willfully offering, paying, soliciting or receiving remuneration to induce, or in return for purchasing, leasing, ordering or arranging for the purchase, lease or order of any [removed: health care] [added: healthcare] item or service reimbursable under Medicare, Medicaid, or other federally- or state-financed [removed: health care] [added: healthcare] programs.

The [removed: European Union] [added: EU] and member countries, as well as governmental authorities in other countries, impose similar strict restrictions on the promotion and marketing of drug products.

Additionally, as part of the Patient Protection and Affordable Care Act, the [added: U.S.] federal government has enacted the Physician Payment Sunshine provisions.

These [removed: Physician Payment Sunshine] provisions and similar laws and regulations in other jurisdictions where we do business require manufacturers to publicly report certain payments or other transfers of value made to physicians and teaching hospitals.

See also “—Other Risks Relating to our Business—If we fail to comply with the extensive legal and regulatory requirements affecting the [removed: health care] [added: healthcare] industry, we could face increased costs, penalties and a loss of business” below.

[removed: Business —Competition”] [added: Business—Competition”] in this Annual Report on Form 10-K for additional information regarding the effects of competition.

As a result of the Drug Price Competition and Patent Term Restoration Act of 1984, commonly known as the Hatch-Waxman Act, in the United States, generic manufacturers may seek approval of a generic [added: or other] version of an innovative pharmaceutical by filing with the FDA an Abbreviated New Drug [removed: Application,] [added: Application (“ANDA”)] or [removed: ANDA.][added: a New Drug Application (“NDA”) pursuant to section 505(b)(2) of the Federal Food, Drug, and Cosmetic Act (the “FDCA”).]

[removed: In February 2016, we] [added: We have also] received a [added: separate] notice letter from Apotex, Inc. regarding its filing of an [removed: ANDA] [added: NDA pursuant to section 505(b)(2) of the FDCA] that requested [removed: approval] to [removed: market a generic version] [added: rely, in part, on the FDA’s previously published findings] of [added: safety and efficacy for] JAKAFI and [removed: purported] [added: that contains a paragraph IV certification purporting] to challenge patents covering ruxolitinib [added: composition of matter and its use that expire (with pediatric extension) in June 2028 and patents covering ruxolitinib] phosphate and its use that expire (with pediatric extension) in December 2028.

In response, [removed: in March 2024,] we [removed: initiated a] [added: filed] patent infringement [removed: action] [added: actions] against [removed: Apotex] [added: each of the Generic Manufacturers (with respect to both the ANDA and 505(b)(2) NDA for Apotex, Inc.)] in the U.S. District Court for the District of New Jersey asserting certain FDA [removed: Orange Book listed patents.][added: Orange-Book-listed patents for JAKAFI.]

With respect to deuterated ruxolitinib, in January 2018 the Patent Trial and Appeal [removed: Board, or PTAB,] [added: Board (“PTAB”)] of [added: the] United States Patent and Trademark Office denied institution of a petition challenging our patent covering deuterated ruxolitinib analogs.

Although the [removed: PTAB's] [added: PTAB’s] decision is now final, the petitioner still has the right [removed: separately] to [added: separately] challenge the validity of our patent in federal court.

However, we expect that JAKAFI product sales will begin to decline upon the expiration of our patent exclusivity in 2028.

We have received a notice letter from each of Apotex, Inc., Hikma Pharmaceuticals USA Inc., Sun Pharmaceutical Industries Inc., Granules India Ltd., Dr. Reddy’s Laboratories, Inc., and Eugia Pharma Specialties, Ltd., which we refer to as the Generic Manufacturers, notifying us that each has filed an ANDA requesting approval to market a generic version of JAKAFI that contains a paragraph IV certification purporting to challenge one or more patents covering ruxolitinib composition of matter and its use that expire (with pediatric extension) in June 2028 and patents covering ruxolitinib phosphate and its use that expire (with pediatric extension) in December 2028.

In October 2025 and February 2026, we entered into a confidential settlement agreement with Hikma Pharmaceuticals USA Inc. and Granules India Ltd., respectively, settling all outstanding claims in the Hikma and Granules litigations.

The actions against the other generic companies remain pending.

In addition, generic versions of imatinib are available.

Each of these actions remains pending.

Delays in FDA approval of drug candidates may also result from other factors such as funding limitations, staffing reductions or other resource restrictions, any of which could have an adverse effect on the regulatory approval process.

If recent proposals for changes to Medicare and Medicaid reimbursement of drug prices are adopted into law, our results of operations and financial condition could be harmed.

approved products.

Managed healthcare organizations could control or significantly influence the purchase of healthcare services and products.

Changes in government pricing policies, including the enactment of “most favored nation” pricing legislation, could adversely affect our business.

Our revenue, results of operations, and cash flows could be materially and adversely affected by changes in government pricing policies, including recently proposed or enacted “most favored nation” (MFN) pricing legislation or executive actions.

For example, an executive order issued on May 12, 2025, directed the Department of Health and Human Services to establish MFN price targets, and, if progress toward these targets is insufficient, to pursue rulemaking that could require sale of certain products in the U.S. at prices no higher than those in comparable developed nations.

The extent, timing, and ultimate effect of this policy are uncertain, and we cannot predict the potential impact on our pricing, reimbursement, or profitability.

Those

Any increases in the cost of our drug candidates or drug products, whether through

For example, in 2024 we acquired Escient Pharmaceuticals, Inc., but later in that year we stopped development of the two lead compounds acquired from Escient.

We intend to continue to spend significant amounts on our efforts to discover and develop drugs, and if we are unable to generate revenues from our marketed drug products sufficient to offset our expenses we may incur losses in future periods.

In addition, revenues from JAKAFI currently make up the substantial majority of our total revenues, but we expect that revenues from JAKAFI will begin to decline once patent exclusivity expires in 2028.

We cannot assure you that we will be able to generate revenues from our other marketed drug products to offset the expected decline in revenues from JAKAFI.

For example, in July 2025, U.S. federal tax legislation commonly referred to as the One Big Beautiful Bill Act was enacted, which, among other things, allows domestic research and development expenditures to be expensed for tax years beginning on or after January 1, 2025, with retroactive elections for such expenditures paid or incurred in the two prior years but also increases the effective tax rate on foreign-derived deduction eligible income (formerly known as “foreign-derived intangible income”) for tax years beginning on or after January 1, 2026.

However, in January 2026, the OECD/G20 Inclusive Framework released its Side-by-Side (“SbS”) Safe Harbor package which is intended to work “side-by-side” with the Pillar Two framework, offering a streamlined compliance pathway for large multinational enterprises.

If an eligible multinational enterprise group elects the SbS Safe Harbor, any top-up tax under Pillar Two’s income inclusion rule and undertaxed profits rule is treated as zero for the group’s controlled domestic and foreign operations.

The SbS Safe Harbor does not apply to 2024 and 2025.

While we anticipate making the SbS Safe Harbor election for our tax year beginning on January 1, 2026, if we do not obtain side-by-side tax treatment, we could experience adverse consequences for tax provisions, tax liabilities and effective tax rate.

In this regard, while we have entered into agreements with a number of PBMs, we are in the process of negotiating agreements with additional PBMs and payor accounts to provide rebates to those entities related to formulary coverage for OPZELURA, and we cannot guarantee that we will be able to agree to or maintain acceptable coverage terms with these PBMs and other third party payors for OPZELURA or additional products in the future.

Similar results could occur with respect to our commercialization of ICLUSIG, PEMAZYRE, MONJUVI/MINJUVI, OPZELURA, ZYNYZ and NIKTIMVO.

The notice letter does not challenge the ruxolitinib composition of matter patent, which expires (with pediatric extension) in June 2028.

To date, to our knowledge, the FDA has taken no action with respect to this ANDA.

Subsequently, we received a notice letter in February 2024 from Apotex challenging the patent covering ruxolitinib composition of matter and its use, which expires (with pediatric extension) in June 2028.

That action remains pending.

In July 2024, the FDA approved a deuterated ruxolitinib product owned by Sun Pharmaceutical Industries Ltd. and Sun Pharmaceutical Industries, Inc., collectively referred to as Sun, for the treatment of severe alopecia areata to be commercialized as “Leqselvi (deuruxolitinib)”.

Prior to the regulatory approval of Leqselvi, we sued Sun for infringement of our patent covering deuterated ruxolitinib analogs in the U.S. District Court for the District of New Jersey and sought a preliminary injunction to bar Sun’s launch of Leqselvi during the pendency of the litigation.

On November 1, 2024, the court entered an order granting our preliminary injunction request.

Sun has appealed the court’s preliminary injunction order to the U.S. Court of Appeals for the Federal Circuit.

Both our underlying infringement action and Sun’s appeal of the court’s preliminary injunction order remain pending.

analysis of investing in a drug candidate.

Our collaborations with respect to epacadostat involved the study of our collaborators’ drugs used in combination with epacadostat on a number of indications or tumor types, many of which were the same across multiple collaborations.

For example, in January 2022, we decided to opt-out of the continued development with Merus of MCLA-145, which was the most advanced compound under our collaboration with Merus, and in 2022 and 2023, we decided to terminate our collaborations with Calithera Biosciences and Syros Pharmaceuticals.

In December 2018, we received a civil investigative demand from the U.S. Department of Justice, or 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 and in November 2019, the qui tam complaint underlying the DOJ inquiry was unsealed, at which time we learned that a former employee whom we had terminated had made certain allegations relating to the programs described above.

While we deny that any improper claims were submitted to government payers, we agreed in May 2021 to settle the matter with the DOJ Civil Division for $12.6 million, plus certain statutory fees.

We intend to continue to spend significant amounts on our efforts to discover and develop drugs.

As a result, we may incur losses in future periods.

For example, beginning in 2022, the Tax Cuts and Jobs Act of 2017 eliminated the option to deduct research and development expenditures for tax purposes in the year incurred and instead requires taxpayers to capitalize and subsequently amortize such expenditures over five years for research activities conducted in the United States and over 15 years for research activities conducted outside the United States.

If the requirement to amortize research and development expenditures is not repealed or otherwise modified, it will continue to have an adverse effect on our tax liability, and the amount of that effect could be material.

On January 20, 2025, President Trump signed an executive order effectively cancelling the United States’ commitments to the global minimum tax rules, stating that those commitments cannot have any effect in the United States without an act of approval of the U.S. Congress.

In particular, we are currently in the process of implementing a new enterprise resource planning system.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with [removed: “Selected Consolidated Financial Data” and] the Consolidated Financial Statements and related Notes included elsewhere in this [removed: Report.][added: report.]

A discussion of our financial performance for the year ended December 31, [removed: 2024] [added: 2025] as compared to the year ended December 31, [removed: 2023] [added: 2024] 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: 2023] [added: 2024] compared to the year ended December 31, [removed: 2022] [added: 2023] 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: 2023,] [added: 2024,] filed with the SEC on February [removed: 13, 2024,] [added: 10, 2025,] which is available free of charge on the SEC’s website at *www.sec.gov* and our Investor Relations website at [removed: *investor.incyte.com/financial-information/annual-reports*.][added: *investor.incyte.com/financials/annual-reports*.]

We also conduct clinical development and commercial operations from our European headquarters in Morges, [removed: Switzerland] [added: Switzerland,] and our other offices across Europe, as well as our Japanese [removed: office] [added: headquarters] in Tokyo and our Canadian headquarters in Montreal.

Our [removed: portfolio focuses on areas of high unmet medical need and includes compounds in various stages, ranging from preclinical to late-stage development, and commercialized] [added: approved] products [added: are] JAKAFI (ruxolitinib), ICLUSIG (ponatinib), PEMAZYRE (pemigatinib), OPZELURA (ruxolitinib cream), MINJUVI (tafasitamab), MONJUVI (tafasitamab-cxix) and ZYNYZ (retifanlimab-dlwr), as well as NIKTIMVO [removed: (axatilimab-csfr),] [added: (axatilimab-csfr)] which [removed: was approved for medical use in the United States in August 2024 and will be] [added: is] co-commercialized.

We must develop and commercialize new products to achieve revenue growth and to offset revenue losses from [removed: when products lose their] [added: the loss of product] exclusivity [removed: or when] [added: of JAKAFI in 2028 and the launch of] competing [removed: products are launched.][added: products.]

For additional information, including information on the expirations of patents for various products, see Part I, Item 1 of this report, [removed: “Business—Patents and] [added: under the headings “Business—Patents,] Other Intellectual [removed: Property”] [added: Property,] and [added: Product Exclusivity” and] “Business—Competition.” We devote substantial resources to research and development activities and to acquire rights to new product candidates and technologies, but successful product development in the biopharmaceutical industry is highly uncertain.

See Part I, Item [removed: 1A of this report,] [added: 1A,] “Risk Factors” [added: of this report] for a further discussion of certain factors that could impact our future product revenues.

We establish business relationships, including collaborative arrangements with other companies and medical research [removed: institutions] [added: institutions,] to assist in the clinical development and/or commercialization of certain of our drugs and drug candidates and to provide support for our research programs.

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

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 the Medicaid Drug Rebate Program and Medicare Part D [added: prescription drug] coverage [removed: gap] reimbursements in the United States and mandated discounts in Europe.

As of December 31, [removed: 2024,] [added: 2025,] a 5% change in our sales allowance and accruals would have had an approximate [removed: $79.9] [added: $103.8] million impact on our income before taxes.

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

The wholesalers, in turn, [removed: charges] [added: charge] back to us the difference between the price initially paid by the wholesalers and the discounted price paid by the contracted customers.

[removed: *Medicare] [added: Prior to the changes in the Medicare] Part D [removed: Coverage Gap:*] [added: Discount Program effective January 1, 2025, the] Medicare Part D prescription drug benefit [removed: mandates] [added: previously mandated] manufacturers to fund 70% of the Medicare Part D insurance coverage gap for prescription drugs sold to eligible patients.

Our estimates for the expected Medicare Part D coverage gap [removed: are] [added: were] based on historical invoices received and in part from data received from our customers.

Funding of the [removed: coverage gap] [added: Medicare Part D Discount Program] is generally invoiced and paid in arrears so that the accrual balance consists of an estimate of the amount expected to be incurred for the current quarter’s activity, plus an accrual balance for known prior quarters.

If actual royalties vary from estimates, we may need to adjust the prior period, which would affect royalty revenue and [removed: receivable] [added: receivables] in the period of adjustment.

Stock Compensation. Share-based payment transactions with employees, which include stock options, restricted stock units [removed: (RSUs)] [added: (“RSUs”)] and performance shares [removed: (PSUs),] [added: (“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 experience, subject to customary retirement provisions that may accelerate the requisite service period for expense recognition purposes.

For the years ending December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] our Black-Scholes assumptions included a weighted-average stock price volatility of [removed: 30%] [added: 29%] in [removed: 2024] [added: 2025] and [removed: 32%] [added: 30%] in [removed: 2023,] [added: 2024, and] average expected option life of approximately five [removed: years and an estimated annualized forfeiture rate of 5%.][added: years.]

The average risk-free interest rate assumption used in the Black-Scholes valuations [removed: increased] [added: decreased] from [removed: 4.01%] [added: 4.15%] in [removed: 2023] [added: 2024] to [removed: 4.15%] [added: 4.10%] in [removed: 2024.][added: 2025.]

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

While we exercise significant judgment when applying complex tax laws and regulations in these various taxing jurisdictions, many of our tax returns are open to [removed: audit,] [added: audit] and [added: we] may be subject to future tax, interest, and penalty assessments.

Years Ended December 31, [removed: 2024] [added: 2025] and [removed: 2023][added: 2024]

We recorded net income for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] of [removed: $32.6] [added: $1,286.7] million and [removed: $597.6] [added: $32.6] million, respectively.

On a per share basis, basic net income was [removed: $2.67] [added: $6.59] and diluted net income was [removed: $2.65] [added: $6.41] for the year ended December 31, [removed: 2023.][added: 2025.]

| | | | (in millions) | | | | | | | | | [added: | | | | | |]

| JAKAFI revenues, net | | | $ | [removed: 2,792.1] [added: 3,092.5] | | | | | $ | [removed: 2,593.7] [added: 2,792.1] | |

| OPZELURA revenues, net | | | [removed: 508.3] [added: 678.5] | | | | | | [removed: 337.9] [added: 508.3] | | |

| ICLUSIG revenues, net | | | [removed: 114.3] [added: 134.1] | | | | | | [removed: 111.6] [added: 114.3] | | |

| PEMAZYRE revenues, net | | | [removed: 81.7] [added: 86.7] | | | | | | [removed: 83.6] [added: 81.7] | | |

| MINJUVI/MONJUVI revenues, net | | | [removed: 119.3] [added: 144.6] | | | | | | [removed: 37.1] [added: 119.3] | | |

| ZYNYZ revenues, net | | | [removed: 3.2] [added: 66.3] | | | | | | [removed: 1.3] [added: 3.2] | | |

| Total product revenues, net | | | [removed: 3,618.9] [added: 4,354.3] | | | | | | [removed: 3,165.2] [added: 3,618.9] | | |

| JAKAVI product royalty revenues | | | [removed: 418.8] [added: 457.7] | | | | | | [removed: 367.6] [added: 418.8] | | |

| OLUMIANT product royalty revenues | | | [removed: 135.6] [added: 144.6] | | | | | | [removed: 136.1] [added: 135.6] | | |

| TABRECTA product royalty revenues | | | [removed: 22.7] [added: 26.7] | | | | | | [removed: 17.8] [added: 22.7] | | |

| [removed: PEMAZYRE] [added: Other] product royalty revenues | | | [removed: 2.2] [added: 7.9] | | | | | | [removed: 1.9] [added: 2.2] | | |

| Total product royalty revenues | | | [removed: 579.3] [added: 636.9] | | | | | | [removed: 523.4] [added: 579.3] | | |

| Milestone and contract revenues | | | [removed: 43.0] [added: 150.0] | | | | | | [removed: 7.0] [added: 43.0] | | |

| Total revenues | | | $ | [removed: 4,241.2] [added: 5,141.2] | | | | | $ | [removed: 3,695.6] [added: 4,241.2] | |

We are focused in three therapeutic areas that are defined by the indications of our approved medicines and the diseases for which our clinical candidates are being developed.

These therapeutic areas are: Hematology, Oncology, and Inflammation and Autoimmunity (“IAI”).

Our portfolio focuses on areas of high unmet medical need and includes compounds in various stages, ranging from preclinical to late-stage development and commercialized products.

*Medicare Part D Rebates:* Changes to our Medicare Part D prescription drug coverage reimbursements (“Part D Discount Program”) became effective January 1, 2025 pursuant to the Inflation Reduction Act of 2022.

Under the revised Part D Discount Program, manufacturers must give a 10 percent discount on Part D drugs in the initial coverage phase, and a 20 percent discount on Part D drugs in the so-called “catastrophic phase” (the phase after the patient incurs costs above the initial phase out-of-pocket threshold, which is $2,000 beginning in 2025).

The Inflation Reduction Act includes certain exemptions for small biotech drug manufacturers, including Incyte.

These exemptions apply on a drug-specific basis, and qualifying drugs will be exempt from possible negotiation through 2028 and subject to reduced discounts that will be phased-in over a number of years under the new Part D benefit.

| | | | 2025 | | | | | | 2024 | | |

| NIKTIMVO revenues, net | | | 151.6 | | | | | | — | | |

JAKAFI inventory levels were within normal range at the end of the fourth quarter of 2025.

Additionally, $130.0 million of net product revenues for 2025 were from outside of the U.S., driven by continued uptake in France and Italy to treat vitiligo.

OPZELURA inventory levels were within normal range at the end of the fourth quarter of 2025.

NIKTIMVO net product revenues for 2025 reflect continued strong uptake of the product following its commercial launch during the first quarter of 2025.

The increase in ZYNYZ net product revenues from 2024 to 2025 was primarily driven by the approval of the product in squamous cell anal carcinoma in the second quarter of 2025.

The increase in total royalty revenues from 2024 to 2025 was primarily driven by growth in JAKAVI royalty revenue.

| Allowances for current period sales | | | | | | 229,701 | | | | | | 1,692,462 | | | | | | 146,685 | | | | | | 23,045 | | | | | | 2,091,893 | | |

| Allowances for prior period sales | | | | | | (1,863) | | | | | | (9,652) | | | | | | 46 | | | | | | (3,928) | | | | | | (15,397) | | |

| Credits/payments for current period sales | | | | | | (195,354) | | | | | | (1,317,604) | | | | | | (137,751) | | | | | | (62) | | | | | | (1,650,771) | | |

| Credits/payments for prior period sales | | | | | | (21,144) | | | | | | (185,597) | | | | | | (8,081) | | | | | | (11,113) | | | | | | (225,935) | | |

| Balance at December 31, 2025 | | | | | | $ | 38,780 | | | | | $ | 562,167 | | | | | $ | 14,189 | | | | | $ | 30,955 | | | | | $ | 646,091 | |

During the year ended December 31, 2025, our milestone and contract revenues were derived from a combination of upfront payments received from our third party collaborators for the transfer of functional intellectual property, primarily the $100.0 million payment received from Lilly in the fourth quarter of 2025, as well as developmental milestones received from our third party collaborators.

| | | | 2025 | | | | | | 2024 | | |

| Profit share | | | 44.0 | | | | | | — | | |

The increase in cost of product revenues from 2024 to 2025 was driven by growth in net product revenues, the NIKTIMVO profit share and increased manufacturing related costs, partially offset by the impact from the reduced royalty rate agreed to as part of the contract dispute settlement with Novartis discussed below.

Contract Dispute Settlement

As described further in Note 7 of Notes to the Consolidated Financial Statements, during May 2025, we and Novartis entered into a settlement agreement with respect to litigation initiated by Novartis relating to the duration of royalty payments owed by us to Novartis under our Collaboration and License Agreement.

As of March 31, 2025, we had approximately $537.1 million of accrued royalties relating to the dispute with Novartis included in accrued and other current liabilities on our consolidated balance sheet.

Under the settlement agreement, we paid Novartis $280.0 million as the settlement of disputed royalties on net sales of JAKAFI in the United States through December 31, 2024, and agreed to reduce by 50% the royalty rate payable by us on future net sales of JAKAFI in the United States beginning January 1, 2025.

The reduced royalty paid for the quarter ended March 31, 2025, was approximately $14.9 million.

The difference of $242.2 million between the total accrued royalties and the total amount paid by us to Novartis as disclosed above was recorded in contract dispute settlement on our consolidated statement of operations for the year ended December 31, 2025.

| | | | 2025 | | | | | | 2024 | | |

| | | | 2025 | | | | | | 2024 | | |

*Asset impairment*

As described further in Note 8 of Notes to the Consolidated Financial Statements, during December 2025, the downtown Wilmington, Delaware properties that we acquired in May 2024 met the criteria to be classified as assets held for sale.

As a result of this classification, we recorded an asset impairment charge of $76.3 million on our consolidated statement of operations for the year ended December 31, 2025 relating to the downtown Wilmington properties in order to reflect the properties at the lower of their carrying amount or estimated fair value less cost to sell as of December 31, 2025.

The estimated fair value less cost to sell of the properties has been recorded within the Prepaid expenses and other current assets line item on our consolidated balance sheet as of December 31, 2025.

The decrease in Interest income for the year ended December 31, 2025 is primarily due to a lower interest rate environment in 2025 as compared to 2024.

| | | | | | | | | | | | | | | | | | |

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

| | | | 2025 | | | | | | 2024 | | | | | | | | |

Through the discovery, development and commercialization of proprietary therapeutics, Incyte has established a portfolio of first-in-class and best-in-class medicines for patients and a strong pipeline of products focused in three core therapeutic areas: Oncology, Inflammation & Autoimmunity, and Myeloproliferative Neoplasms (MPNs) & Graft-Versus-Host Disease (GVHD).

Royalty revenues on commercial sales for PEMAZYRE by Innovent are estimated based on information provided by Innovent.

| | | | | | | | | | | | |

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

| | | | 2024 | | | | | | 2023 | | |

The increase in JAKAFI product revenues from 2023 to 2024 was comprised of a volume increase of $142.3 million and a price increase of $56.1 million.

The increase in OPZELURA net product revenues from 2023 to 2024 was comprised of a volume increase of $165.3 million and a price increase of $5.1 million.

The increase was driven by continued growth in new patient starts and refills, and approximately $60.7 million of OPZELURA net product revenues for 2024 were from Europe.

The increase in MINJUVI/MONJUVI net product revenues for the year ended December 31, 2024 compared to the prior period was driven by the acquisition completed in February 2024, under which we gained exclusive global rights to tafasitamab marketed in the United States as MONJUVI (tafasitamab-cxix).

Refer to Note 5 of Notes to the Consolidated Financial Statements for further information related to the acquisition.

| Balance at January 1, 2024 | | | | | | $ | 20,479 | | | | | $ | 264,422 | | | | | $ | 13,016 | | | | | $ | 11,021 | | | | | $ | 308,938 | |

| Allowances for current period sales | | | | | | 152,167 | | | | | | 1,282,224 | | | | | | 131,979 | | | | | | 23,251 | | | | | | 1,589,621 | | |

| Allowances for prior period sales | | | | | | 429 | | | | | | 2,718 | | | | | | (68) | | | | | | 4,386 | | | | | | 7,465 | | |

| Credits/payments for current period sales | | | | | | (129,777) | | | | | | (1,049,069) | | | | | | (127,400) | | | | | | (238) | | | | | | (1,306,484) | | |

| Credits/payments for prior period sales | | | | | | (15,858) | | | | | | (117,737) | | | | | | (4,237) | | | | | | (15,407) | | | | | | (153,239) | | |

Product royalty revenues on commercial sales of PEMAZYRE by Innovent are based on net sales of licensed products in licensed territories as provided by Innovent.

During the year ended December 31, 2023, our milestone and contract revenues were primarily derived from a regulatory milestone under the Novartis collaboration and license agreement.

This increased headcount was due primarily to the establishment of our dermatology commercial organization.

*Profit sharing from co-commercialization activities*

Under the former collaboration and license agreement with MorphoSys, which was executed in March 2020 and continued through February 5, 2024 as described further in Note 5 of the Notes to the Consolidated Financial Statements, we and MorphoSys were both responsible for the commercialization efforts of tafasitamab in the United States and shared equally the profits and losses from the co-commercialization efforts.

For the period from January 1, 2024 through February 5, 2024, our 50% share of the profits for tafasitamab was $1.0 million, as recorded in (profit) and loss sharing under collaboration agreements on the consolidated statement of operations.

For the year ended December 31, 2023, our 50% share of the costs for tafasitamab was $2.0 million, as recorded in (profit) and loss sharing under collaboration agreements on the consolidated statement of operations.

Under the collaboration agreement with Syndax, as described further in Note 7 of the Notes to the Consolidated Financial Statements, we and Syndax are both responsible for the co-commercialization of axatilimab in the United States and share equally in the profits and losses from those efforts.

We are the principal in the U.S. axatilimab co-commercialization efforts and will record 100% of all product revenues and associated costs in accordance with our profit sharing from co-commercialization activities accounting policy outlined in Note 1 of the Notes to the Consolidated Financial Statements.

For the year ended December 31, 2024, there were no revenues from sales of axatilimab, however, there was $22.4 million of expense incurred in connection with the co-commercialization efforts, 50% of which is recorded as selling, marketing and administrative expense in our consolidated statement of operations.

The decrease in Interest income for the year ended December 31, 2024 primarily relates to a decrease in interest earned on our cash equivalents and marketable securities generally due to lower cash equivalent and marketable securities balance in the second half of 2024 as compared to the corresponding period in 2023.

During the year ended December 31, 2024, we sold all remaining investments in Agenus Inc., Merus and MorphoSys AG as described further in in Note 7 of the Notes to the Consolidated Financial Statements.

Our effective tax rate for 2024 was higher than the U.S. statutory rate primarily due to non-deductible charges of $710.9 million associated with the Escient acquisition.

Due to the full utilization of our research and development and orphan drug tax credit carryforwards generated in prior years, our U.S. tax liabilities continue to reflect the adverse impacts of the mandatory capitalization and amortization of research and development expenses as required under the Tax Cuts and Jobs Act of 2017, which eliminated the immediate expensing of such expenses.

As of December 31, [removed: 2024,] [added: 2025, our] marketable securities were [removed: $470.3] [added: $482.8] 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: 2024,] [added: 2025,] the decline in fair value would not be material.

We also conduct clinical development and commercial operations from our European headquarters in Morges, [removed: Switzerland] [added: Switzerland,] and our other offices across Europe, as well as our Japanese [removed: office] [added: headquarters] in Tokyo and our Canadian headquarters in Montreal.

We are focused in [removed: two] [added: three] therapeutic areas that are defined by the indications of our approved medicines and the diseases for which our clinical candidates are being developed.

Our hematology [removed: and oncology] franchise [removed: comprises six] [added: includes four] approved products, [removed: which are] JAKAFI (ruxolitinib), [removed: MONJUVI (tafasitamab-cxix)/MINJUVI (tafasitamab), PEMAZYRE (pemigatinib),] ICLUSIG (ponatinib), [removed: ZYNYZ (retifanlimab-dlwr),] [added: MONJUVI (tafasitamab-cxix)/MINJUVI (tafasitamab)] and NIKTIMVO (axatilimab-csfr), as well as [removed: numerous] [added: multiple] clinical development programs.

[removed: It] [added: JAKAFI (ruxolitinib)] was approved by the U.S. Food and Drug Administration [removed: (FDA)] [added: (“FDA”)] in November 2011 for the treatment of adults with intermediate or high-risk myelofibrosis [removed: (MF);] [added: (“MF”);] in December 2014 for the treatment of adults with polycythemia vera [removed: (PV)] [added: (“PV”)] who have had an inadequate response to or are intolerant of hydroxyurea; in May 2019 for the treatment of steroid-refractory acute graft-versus-host disease [removed: (GVHD)] [added: (“GVHD”)] in adult and pediatric patients 12 years and older; and in September 2021 for the treatment of chronic GVHD after failure of one or two lines of systemic therapy in adult and pediatric patients 12 years and older.

MF and PV are both myeloproliferative neoplasms [removed: (MPNs),] [added: (“MPNs”),] a [removed: type] [added: group] of rare blood [removed: cancer,] [added: cancers,] and GVHD is an adverse immune response to an allogeneic hematopoietic stem cell transplant [removed: (HSCT).][added: (“HSCT”).]

Under our collaboration agreement with [removed: our collaboration partner] Novartis Pharmaceutical International [removed: Ltd.,] [added: Ltd. (“Novartis”),] 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: We market] JAKAFI [removed: is marketed] in the United States through our own specialty sales force and commercial team.

In [removed: September 2023, we were notified by] [added: addition, ruxolitinib phosphate qualifies for] the [added: Small Biotech Exception from the] Centers for Medicare and Medicaid Services [removed: (CMS) that ruxolitinib phosphate qualified for] [added: (“CMS”) under] the [removed: Small Biotech Exception.][added: Inflation Reduction Act.]

[added: *Myelofibrosis.*] MF, [added: a rare, life-threatening condition, is] considered the most serious of the [removed: myeloproliferative neoplasms,] [added: MPNs and] can occur either as primary [removed: MF,] [added: MF] or as secondary MF [removed: that develops] in [removed: some] patients who previously had [removed: polycythemia vera] [added: PV] or essential [removed: thrombocythemia.][added: thrombocythemia (“ET”).]

*Polycythemia Vera.* PV is [removed: a myeloproliferative neoplasm] [added: an MPN] typically characterized by elevated hematocrit, the volume percentage of red blood cells in whole blood, which can lead to a thickening of the blood and an increased risk of blood clots, as well as an elevated white blood cell and platelet count.

*Graft-versus-host disease.* GVHD is a condition that can occur after an allogeneic HSCT (the transfer of genetically dissimilar stem cells or [removed: tissue).][added: tissue) where the donated bone marrow or peripheral blood stem cells view the recipient’s body as foreign and attack various tissues.]

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

These patents, including applicable extensions, currently expire in mid and late [removed: 2028.][added: 2028, respectively.]

In January 2020, we and MorphoSys AG [added: (“MorphoSys”)] entered into a collaboration and license agreement to further develop and commercialize MorphoSys’ proprietary anti-CD19 antibody tafasitamab [removed: (MOR208)] [added: (formerly MOR208)] globally.

As [removed: more fully described in Note 5 of Notes to the Consolidated Financial Statements, in February 2024, we entered into] a [removed: purchase agreement with MorphoSys, and as a] result, we now hold exclusive global rights for tafasitamab, and the collaboration and license agreement was terminated.

[added: *Diffuse Large B-cell Lymphoma.*] In July 2020, [removed: we and MorphoSys announced that] the FDA [removed: had] approved MONJUVI (tafasitamab-cxix), [removed: which is indicated] in combination with [removed: lenalidomide] [added: lenalidomide,] for the treatment of adult patients with relapsed or refractory [added: (“r/r”)] diffuse large B-cell lymphoma [removed: (DLBCL)] [added: (“DLBCL”)] not otherwise specified, including DLBCL arising from low grade lymphoma, and who are not eligible for autologous stem cell transplant [removed: (ASCT).][added: (“ASCT”).]

In August 2021, [removed: we and MorphoSys announced that] the European Commission [removed: had] granted conditional marketing authorization for MINJUVI (tafasitamab) in combination with lenalidomide, followed by MINJUVI monotherapy, for the treatment of adult patients with [removed: relapsed or refractory] [added: r/r] DLBCL who are not eligible for [removed: autologous stem cell transplant (ASCT).][added: ASCT.]

[added: *Cholangiocarcinoma.*] In April 2020, [removed: we announced that] the FDA [removed: had] approved PEMAZYRE (pemigatinib), a selective fibroblast growth factor receptor [removed: (FGFR)] kinase inhibitor, for the treatment of adults with previously treated, unresectable locally advanced or metastatic cholangiocarcinoma with [removed: an FGFR2] [added: a fibroblast growth factor receptor 2 (“FGFR2”)] fusion or other rearrangement as detected by an FDA-approved test.

In March 2021, PEMAZYRE was approved by the [removed: Japanese Ministry of Health, Labour and Welfare (MHLW)] [added: MHLW] for the treatment of patients with unresectable biliary tract cancer [removed: (BTC)] with an FGFR2 fusion gene, worsening after cancer chemotherapy.

In July 2021, the [removed: UK’s] [added: U.K.’s] National Institute for Health and Care Excellence [removed: (NICE)] [added: (“NICE”)] recommended PEMAZYRE for patients with cholangiocarcinoma with [removed: a fibroblast growth factor receptor 2 (FGFR2)] [added: an FGFR2] fusion or rearrangement that have progressed after at least one prior line of systemic therapy.

NICE’s guidance enables all eligible patients in England and Wales to have access to PEMAZYRE through the National Health [removed: Service (NHS).][added: Service.]

In March 2022, PEMAZYRE was approved by the National Medical Products Administration [removed: (NMPA)] of the People’s Republic of China for the treatment of adults with locally advanced or metastatic cholangiocarcinoma with [removed: a fibroblast growth receptor 2 (FGFR2)] [added: an FGFR2] fusion or rearrangement as confirmed by a validated diagnostic test that has progressed after at least one prior line of systemic therapy.

In August 2022, PEMAZYRE was approved by the FDA as the first and only targeted treatment for myeloid/lymphoid neoplasms [removed: (MLNs)] [added: (“MLNs”)] with [removed: FGFR1] [added: a fibroblast growth factor receptor 1 (“FGFR1”)] rearrangement.

MLNs with FGFR1 [removed: rearrangement] [added: rearrangements] are [added: a group of] extremely rare [removed: and] [added: but] aggressive blood cancers.

In March 2023, PEMAZYRE was approved by the MHLW for the treatment of MLNs with FGFR1 [removed: fusion.][added: rearrangement.]

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

The primary target for ICLUSIG is BCR-ABL, an abnormal tyrosine kinase that is expressed in chronic myeloid leukemia [removed: (CML)] [added: (“CML”)] and Philadelphia-chromosome positive acute lymphoblastic leukemia [removed: (Ph+ ALL).][added: (“Ph+ ALL”).]

In the European Union, ICLUSIG is approved for the treatment of adult patients with chronic phase, accelerated phase or blast phase CML who are resistant to dasatinib or nilotinib; who are intolerant to dasatinib or nilotinib and for whom subsequent treatment with imatinib is not clinically appropriate; or who have the T315I [removed: mutation, or the treatment of adult patients with Ph+ ALL who are resistant to dasatinib; who are intolerant to dasatinib and for whom subsequent treatment with imatinib is not clinically appropriate; or who have the T315I] mutation.

In October 2017, we and MacroGenics, [removed: Inc.,] [added: Inc. (“MacroGenics”),] announced an exclusive global collaboration and license agreement for MacroGenics’ retifanlimab (formerly INCMGA0012), a humanized monoclonal antibody targeting programmed death receptor-1 [removed: (PD-1).][added: (“PD-1”).]

[added: *Merkel Cell Carcinoma.*] In March 2023, [removed: we announced that] the FDA [removed: had] approved ZYNYZ (retifanlimab-dlwr) under accelerated [removed: approval,] [added: approval] for the treatment of adults with metastatic or recurrent locally advanced Merkel cell carcinoma [removed: (MCC).][added: (“MCC”).]

In April 2024, the European Commission approved ZYNYZ (retifanlimab) as [added: a] monotherapy for the first-line treatment of adult patients with metastatic or recurrent locally advanced MCC not amenable to curative surgery or radiation [removed: therapy following a positive opinion from the Committee for Medicinal Products for Human Use (CHMP).][added: therapy.]

In September 2021, we [removed: and Syndax Pharmaceuticals, Inc. announced] [added: entered into] an exclusive worldwide collaboration and license agreement [added: with Syndax Pharmaceuticals, Inc. (“Syndax”)] to develop and commercialize axatilimab, Syndax’s anti-CSF-1R monoclonal antibody.

In August 2024, [removed: we and Syndax announced] the FDA [removed: approval of] [added: approved] NIKTIMVO (axatilimab-csfr) for the treatment of chronic GVHD after failure of at least two prior lines of systemic therapy in adult and pediatric patients.

The U.S. commercial launch of NIKTIMVO commenced [removed: at the end of] [added: in] January 2025.

Clinical Programs in [removed: Hematology and Oncology][added: Hematology]

We are [removed: evaluating combinations of ruxolitinib with other therapeutic modalities, as well as] developing a once-a-day formulation of ruxolitinib for potential use as monotherapy and in combinations.

Bioavailability and bioequivalence data were published for ruxolitinib’s once-daily [removed: (QD)] [added: (“QD”)] extended release [removed: (XR)] [added: (“XR”)] formulation at the European Hematology Association [removed: (EHA)] Virtual Congress in June 2021.

In March 2023, the FDA issued a complete response letter [added: (“CRL”)] for ruxolitinib [removed: extended-release (XR)] [added: XR] tablets for [removed: once-daily (QD)] [added: QD] use in the treatment of certain types of MF, PV and GVHD.

In December 2023, we received FDA feedback and agreed on the requirements to address the [removed: complete response letter.][added: CRL.]

[removed: firstMIND is a Phase 1b safety trial of tafasitamab as a first-line therapy for patients with DLBCL, and frontMIND, a placebo-controlled] [added: In January 2026, we announced positive topline results from the pivotal] Phase 3 [added: frontMIND] trial evaluating tafasitamab [added: and lenalidomide] in combination with [removed: lenalidomide added to rituximab plus chemotherapy (R-CHOP)] [added: R-CHOP] as a first-line therapy for patients with [removed: DLBCL, is ongoing.][added: DLBCL.]

These therapeutic areas are: Hematology, Oncology, and Inflammation and Autoimmunity (“IAI”).

Hematology

Approved Products

In November 2011, the FDA approved JAKAFI for the treatment of adults with intermediate or high-risk MF, including primary MF, post-PV MF and post-ET MF.

We have retained all development and commercialization rights to JAKAFI in the United States.

In the European Union, ICLUSIG also is approved for the treatment of adult patients with Ph+ ALL who are resistant to dasatinib; who are intolerant to dasatinib and for whom subsequent treatment with imatinib is not clinically appropriate; or who have the T315I mutation.

In February 2024, we entered into a purchase agreement with MorphoSys relating to tafasitamab.

*Follicular Lymphoma.* In June 2025, MONJUVI (tafasitamab-cxix) was approved by the FDA for the treatment of adult patients with r/r follicular lymphoma (“FL”) in combination with rituximab and lenalidomide.

In December 2025, MINJUVI (tafasitamab) was approved by the European Commission in combination with lenalidomide and rituximab for the treatment of adult patients with r/r FL (Grade 1-3a) after at least one line of systemic therapy.

Also in December 2025, MINJUVI (tafasitamab) was approved by Japan’s Ministry of Health, Labour and Welfare (“MHLW”) in combination with rituximab and lenalidomide for adult patients with r/r FL (2L+ FL).

JAKAFI XR

In early 2025, we announced that a bioequivalence study of ruxolitinib XR was completed and the bioequivalence criteria were met.

A response to the CRL has been submitted and we anticipate a regulatory decision and potential commercial launch in mid-2026.

INCA033989 (mutCALR)

INCA033989 is an Incyte-discovered, investigational, novel, anti-mutant calreticulin (“CALR”)-targeted monoclonal antibody in clinical development for the treatment of adults with mutCALR-positive ET and MF.

*Essential Thrombocythemia.* INCA033989 is being evaluated for the treatment of adults with mutCALR-positive ET who are resistant or intolerant to at least one cytoreductive therapy.

In 2025, we presented data from our Phase 1 study demonstrating a rapid and durable normalization of platelet counts and a reduction in peripheral blood mutCALR variant allele frequency (“VAF”) correlating with hematologic response with INCA033989 treatment.

INCA033989 was well tolerated with no dose limiting toxicities reported.

In December 2025, we announced that the FDA granted Breakthrough Therapy designation to INCA033989 for the treatment of patients with ET harboring a Type 1 CALR mutation who are resistant or intolerant to at least one cytoreductive therapy.

The initiation of a Phase 3 trial evaluating INCA033989 in ET is anticipated in mid-2026.

*Myelofibrosis.* INCA033989 is being evaluated for the treatment of adults with mutCALR-positive MF.

In December 2025, at the 2025 American Society of Hematology Annual Meeting, we presented data from our Phase 1 studies evaluating INCA033989 as a monotherapy and in combination with ruxolitinib in patients with mutCALR positive MF.

The data demonstrated rapid and robust reductions in spleen volume and symptoms, and improvements in anemia with INCA033989 treatment, and a favorable safety profile with no dose limiting toxicities reported.

Additionally, exploratory analyses from clinical studies demonstrate the potential for disease modifying activity by directly inhibiting and eliminating oncogenic mutCALR cells, while sparing healthy cells and restoring normal blood cell production in MF patients with a CALR mutation.

The planned initiation of a Phase 3 trial evaluating INCA033989 in MF is anticipated in the second half of 2026.

In October 2025, we announced an agreement with Enable Injections, Inc. (“Enable”) to develop for use with specific assets in our portfolio, including INCA033989, Enable’s enFuse on-body delivery system.

Under the terms of the agreement, we obtained a worldwide, exclusive license to use the enFuse technology with INCA033989 in ET and MF, with the potential to expand to additional assets and indications.

A Phase 1 trial initiation is anticipated in the first quarter of 2026.

INCA035784 (mutCALRxCD3 bispecific)

INCA035784 is a novel, equipotent T-cell redirecting mutCALR x CD3 bispecific antibody being evaluated for patients with mutCALR positive MPNs.

Phase 1 data evaluating INCA035784 in MF and ET patients with a CALR mutation are anticipated in 2027.

INCB160058 is an Incyte-discovered, novel JAK2V617F mutant-specific inhibitor being evaluated in patients with MPNs harboring a JAK2V617F mutation.

Results from the Phase 1 trial evaluating INCB160058 in MPN patients with a JAK2V617F mutation are anticipated in the second half of 2026.

Axatilimab-csfr

Axatilimab is a colony stimulating factor-1 receptor (CSF-1R)-blocking antibody targeting monocytes and macrophages, reducing inflammation and fibrosis associated with chronic GVHD.

A Phase 2 trial evaluating axatilimab in combination with ruxolitinib in patients with newly diagnosed chronic GVHD is ongoing, with results anticipated in early 2027.

A Phase 3 trial evaluating axatilimab in combination with corticosteroids as an initial treatment in patients with chronic GVHD is ongoing, with results anticipated in early 2028.

Tafasitamab is a humanized Fc-modified cytolytic CD19 targeting monoclonal antibody that is being evaluated in combination with lenalidomide added to rituximab plus chemotherapy as a first-line therapy for patients with DLBCL.

The trial met the primary endpoint of progression free survival by investigator assessment and also met the key secondary endpoint of event-free survival by investigator assessment.

No new safety signals were observed.

One therapeutic area is Hematology/Oncology, which comprises Myeloproliferative Neoplasms (MPNs), Graft-Versus-Host Disease (GVHD), solid tumors and hematologic malignancies.

The other therapeutic area is Inflammation and Autoimmunity (IAI), which includes our Dermatology commercial franchise.

We are also eligible to receive milestones and royalties on molecules discovered by us and licensed to third parties.

Hematology and Oncology

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

In 2003, we initiated a research and development program to explore the inhibition of enzymes called janus associated kinases (JAK).

The JAK family is composed of four tyrosine kinases—JAK1, JAK2, JAK3 and Tyk2—that are involved in the signaling of a number of cytokines and growth factors.

JAKs are central to a number of biologic processes, including the formation and development of blood cells and the regulation of immune functions.

Dysregulation of the JAK-STAT signaling pathway has been associated with a number of diseases, including myeloproliferative neoplasms, other hematological malignancies, rheumatoid arthritis and other chronic inflammatory diseases.

We have discovered multiple potent, selective and orally bioavailable JAK inhibitors that are selective for JAK1 or JAK1 and JAK2.

JAKAFI is the most advanced compound in our JAK program.

It is an oral JAK1 and JAK2 inhibitor.

JAKAFI was the first FDA-approved JAK inhibitor for any indication, was the first FDA-approved product in MF, PV and steroid-refractory acute GVHD, and was recently approved in steroid-refractory chronic GVHD.

JAKAFI remains the first-line standard of care in MF and remains the only FDA-approved product for steroid-refractory acute GVHD.

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

To further support appropriate use and future development of JAKAFI, our U.S. Medical Affairs department is responsible for providing appropriate scientific and medical education and information to physicians, preparing scientific presentations and publications, and overseeing the process for supporting investigator sponsored trials.

*Myelofibrosis.* MF is a rare, life-threatening condition.

Based on the modern prognostic scoring systems referred to as International Prognostic Scoring System and Dynamic International Prognostic Scoring System, we believe intermediate and high-risk patients represent 80% to 90% of all patients with MF in the United States and encompass patients over the age of 65, or patients who have or have ever had any of the following: anemia, constitutional symptoms, elevated white blood cell or blast counts, or platelet counts less than 100,000 per microliter of blood.

Most MF patients have enlarged spleens and many suffer from debilitating symptoms, including abdominal discomfort, pruritus (itching), night sweats and cachexia (involuntary weight loss).

The FDA approval was based on results from two randomized Phase 3 trials (COMFORT-I and COMFORT-II), which demonstrated that patients treated with JAKAFI experienced significant reductions in splenomegaly (enlarged spleen).

COMFORT-I also demonstrated improvements in symptoms.

The most common hematologic adverse reactions in both trials were thrombocytopenia and anemia.

These events rarely led to discontinuation of JAKAFI treatment.

The most common non-hematologic adverse reactions were bruising, dizziness and headache.

In August 2014, the FDA approved supplemental labeling for JAKAFI to include Kaplan-Meier overall survival curves as well as additional safety and dosing information.

The overall survival information is based on three-year data from COMFORT-I and II and shows that at three years the probability of survival for patients treated with JAKAFI in COMFORT-I was 70% and for those patients originally randomized to placebo it was 61%.

In COMFORT-II, at three years the probability of survival for patients treated with JAKAFI was 79% and for patients originally randomized to best available therapy it was 59%.

In December 2016, we announced an exploratory pooled analysis of data from the five-year follow-up of the COMFORT-I and COMFORT-II trials of patients treated with JAKAFI, which further supported previously published overall survival findings.

In September 2016, we announced that JAKAFI had been included as a recommended treatment in the latest National Comprehensive Cancer Network (NCCN) Clinical Practice Guidelines in Oncology for myelofibrosis, underscoring the important and long term clinical benefits seen in patients treated with JAKAFI.

In October 2017, the FDA approved updated labeling for JAKAFI to include the addition of new patient-reported outcome (PRO) data from the COMFORT-I study, as well as updating the warning related to progressive multifocal leukoencephalopathy.

An exploratory analysis of PRO data of patients with myelofibrosis receiving JAKAFI showed improvement in fatigue-related symptoms at Week 24.

Fatigue response (defined as a reduction of 4.5 points or more from baseline in the PROMIS® Fatigue total score) was reported in 35% of patients treated with JAKAFI versus 14% of the patients treated with placebo.

The approval of JAKAFI for PV was based on data from the pivotal Phase 3 RESPONSE trial.

In this trial, patients treated with JAKAFI demonstrated superior hematocrit control and reductions in spleen volume compared to best available therapy.

In addition, a greater proportion of patients treated with JAKAFI achieved complete hematologic remission—which was defined as achieving hematocrit control and lowering platelet and white blood cell counts.

In the RESPONSE trial, the most common hematologic adverse reactions (incidence > 20%) were thrombocytopenia and anemia.

The most common non-hematologic adverse events (incidence >10%) were headache, abdominal pain, diarrhea, dizziness, fatigue, pruritus, dyspnea and muscle spasms.

In March 2016, the FDA approved supplemental labeling for JAKAFI to include additional safety data as well as efficacy analyses from the RESPONSE trial to assess the durability of response in JAKAFI treated patients after 80 weeks.

At this time, 83% patients were still on treatment, and 76% of the responders at 32 weeks maintained their response through 80 weeks.

In June 2016, we announced data from the Phase 3 RESPONSE-2 study of JAKAFI in patients with inadequately controlled PV that was resistant to or intolerant of hydroxyurea who did not have an enlarged spleen.

We do not expect any [removed: such] current legal proceedings to have a material adverse impact on our business or financial condition.

For the fiscal year ended December 31, [removed: 2024] [added: 2025] or

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to [removed: §240.10D-1(b) .][added: §240.10D-1(b).]

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 [removed: 28, 2024)] [added: 30, 2025)] was approximately [removed: $9.9] [added: $11.2] billion.

As of February 3, [removed: 2025] [added: 2026] there were [removed: 193,524,350] [added: 199,014,486] shares of Common Stock, $.001 par value per share, outstanding.

Items 10 (as to directors and Section 16(a) Beneficial Ownership Reporting Compliance), 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: 2025] [added: 2026] Annual Meeting of Stockholders to be held on June [removed: 10, 2025.][added: 8, 2026.]

| | | | [Forward-Looking [removed: Statements](#i188fc563ffb148b9b286ce1260535818_10)] [added: Statements](#id3ab262c4cbb44b5a5597cb827b9b977_10)] | | | [removed: [2](#i188fc563ffb148b9b286ce1260535818_10)] [added: [2](#id3ab262c4cbb44b5a5597cb827b9b977_10)] | | |

| | | | [Summary Risk [removed: Factors](#i188fc563ffb148b9b286ce1260535818_13)] [added: Factors](#id3ab262c4cbb44b5a5597cb827b9b977_13)] | | | [removed: [5](#i188fc563ffb148b9b286ce1260535818_13)] [added: [5](#id3ab262c4cbb44b5a5597cb827b9b977_13)] | | |

| [Item [removed: 1.](#i188fc563ffb148b9b286ce1260535818_19)] [added: 1.](#id3ab262c4cbb44b5a5597cb827b9b977_19)] | | | [removed: [Business](#i188fc563ffb148b9b286ce1260535818_19)] [added: [Business](#id3ab262c4cbb44b5a5597cb827b9b977_19)] | | | [removed: [6](#i188fc563ffb148b9b286ce1260535818_19)] [added: [6](#id3ab262c4cbb44b5a5597cb827b9b977_19)] | | |

| [Item [removed: 1A.](#i188fc563ffb148b9b286ce1260535818_49)] [added: 1A.](#id3ab262c4cbb44b5a5597cb827b9b977_49)] | | | [Risk [removed: Factors](#i188fc563ffb148b9b286ce1260535818_49)] [added: Factors](#id3ab262c4cbb44b5a5597cb827b9b977_49)] | | | [removed: [36](#i188fc563ffb148b9b286ce1260535818_49)] [added: [28](#id3ab262c4cbb44b5a5597cb827b9b977_49)] | | |

| [Item [removed: 1B.](#i188fc563ffb148b9b286ce1260535818_52)] [added: 1B.](#id3ab262c4cbb44b5a5597cb827b9b977_52)] | | | [Unresolved Staff [removed: Comments](#i188fc563ffb148b9b286ce1260535818_52)] [added: Comments](#id3ab262c4cbb44b5a5597cb827b9b977_52)] | | | [removed: [64](#i188fc563ffb148b9b286ce1260535818_52)] [added: [56](#id3ab262c4cbb44b5a5597cb827b9b977_52)] | | |

| [Item [removed: 1C.](#i188fc563ffb148b9b286ce1260535818_55)] [added: 1C.](#id3ab262c4cbb44b5a5597cb827b9b977_55)] | | | [removed: [Cybersecurity](#i188fc563ffb148b9b286ce1260535818_55)] [added: [Cybersecurity](#id3ab262c4cbb44b5a5597cb827b9b977_55)] | | | [removed: [64](#i188fc563ffb148b9b286ce1260535818_55)] [added: [56](#id3ab262c4cbb44b5a5597cb827b9b977_55)] | | |

| [Item [removed: 2.](#i188fc563ffb148b9b286ce1260535818_58)] [added: 2.](#id3ab262c4cbb44b5a5597cb827b9b977_58)] | | | [removed: [Properties](#i188fc563ffb148b9b286ce1260535818_58)] [added: [Properties](#id3ab262c4cbb44b5a5597cb827b9b977_58)] | | | [removed: [65](#i188fc563ffb148b9b286ce1260535818_58)] [added: [56](#id3ab262c4cbb44b5a5597cb827b9b977_58)] | | |

| [Item [removed: 3.](#i188fc563ffb148b9b286ce1260535818_61)] [added: 3.](#id3ab262c4cbb44b5a5597cb827b9b977_61)] | | | [Legal [removed: Proceedings](#i188fc563ffb148b9b286ce1260535818_61)] [added: Proceedings](#id3ab262c4cbb44b5a5597cb827b9b977_61)] | | | [removed: [65](#i188fc563ffb148b9b286ce1260535818_61)] [added: [57](#id3ab262c4cbb44b5a5597cb827b9b977_61)] | | |

| [Item [removed: 4.](#i188fc563ffb148b9b286ce1260535818_64)] [added: 4.](#id3ab262c4cbb44b5a5597cb827b9b977_64)] | | | [Mine Safety [removed: Disclosures](#i188fc563ffb148b9b286ce1260535818_64)] [added: Disclosures](#id3ab262c4cbb44b5a5597cb827b9b977_64)] | | | [removed: [65](#i188fc563ffb148b9b286ce1260535818_64)] [added: [57](#id3ab262c4cbb44b5a5597cb827b9b977_64)] | | |

| | | | [Information about our Executive [removed: Officers](#i188fc563ffb148b9b286ce1260535818_67)] [added: Officers](#id3ab262c4cbb44b5a5597cb827b9b977_67)] | | | [removed: [65](#i188fc563ffb148b9b286ce1260535818_67)] [added: [57](#id3ab262c4cbb44b5a5597cb827b9b977_67)] | | |

| [Item [removed: 5.](#i188fc563ffb148b9b286ce1260535818_73)] [added: 5.](#id3ab262c4cbb44b5a5597cb827b9b977_73)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i188fc563ffb148b9b286ce1260535818_73)] [added: Securities](#id3ab262c4cbb44b5a5597cb827b9b977_73)] | | | [removed: [68](#i188fc563ffb148b9b286ce1260535818_73)] [added: [60](#id3ab262c4cbb44b5a5597cb827b9b977_73)] | | |

| [Item [removed: 6.](#i188fc563ffb148b9b286ce1260535818_76)] [added: 6.](#id3ab262c4cbb44b5a5597cb827b9b977_76)] | | | [removed: \[[Reserved](#i188fc563ffb148b9b286ce1260535818_76)\]] [added: \[[Reserved](#id3ab262c4cbb44b5a5597cb827b9b977_76)\]] | | | [removed: [68](#i188fc563ffb148b9b286ce1260535818_76)] [added: [60](#id3ab262c4cbb44b5a5597cb827b9b977_76)] | | |

| [Item [removed: 7.](#i188fc563ffb148b9b286ce1260535818_79)] [added: 7.](#id3ab262c4cbb44b5a5597cb827b9b977_79)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i188fc563ffb148b9b286ce1260535818_79)] [added: Operations](#id3ab262c4cbb44b5a5597cb827b9b977_79)] | | | [removed: [68](#i188fc563ffb148b9b286ce1260535818_79)] [added: [60](#id3ab262c4cbb44b5a5597cb827b9b977_79)] | | |

| [Item [removed: 7A.](#i188fc563ffb148b9b286ce1260535818_97)] [added: 7A.](#id3ab262c4cbb44b5a5597cb827b9b977_94)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i188fc563ffb148b9b286ce1260535818_97)] [added: Risk](#id3ab262c4cbb44b5a5597cb827b9b977_94)] | | | [removed: [78](#i188fc563ffb148b9b286ce1260535818_97)] [added: [70](#id3ab262c4cbb44b5a5597cb827b9b977_94)] | | |

| [Item [removed: 8.](#i188fc563ffb148b9b286ce1260535818_100)] [added: 8.](#id3ab262c4cbb44b5a5597cb827b9b977_97)] | | | [Financial Statements and Supplementary [removed: Data](#i188fc563ffb148b9b286ce1260535818_100)] [added: Data](#id3ab262c4cbb44b5a5597cb827b9b977_97)] | | | [removed: [79](#i188fc563ffb148b9b286ce1260535818_100)] [added: [71](#id3ab262c4cbb44b5a5597cb827b9b977_97)] | | |

| [Item [removed: 9.](#i188fc563ffb148b9b286ce1260535818_184)] [added: 9.](#id3ab262c4cbb44b5a5597cb827b9b977_178)] | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i188fc563ffb148b9b286ce1260535818_184)] [added: Disclosure](#id3ab262c4cbb44b5a5597cb827b9b977_178)] | | | [removed: [121](#i188fc563ffb148b9b286ce1260535818_184)] [added: [116](#id3ab262c4cbb44b5a5597cb827b9b977_178)] | | |

| [Item [removed: 9A.](#i188fc563ffb148b9b286ce1260535818_187)] [added: 9A.](#id3ab262c4cbb44b5a5597cb827b9b977_181)] | | | [Controls and [removed: Procedures](#i188fc563ffb148b9b286ce1260535818_187)] [added: Procedures](#id3ab262c4cbb44b5a5597cb827b9b977_181)] | | | [removed: [122](#i188fc563ffb148b9b286ce1260535818_187)] [added: [116](#id3ab262c4cbb44b5a5597cb827b9b977_181)] | | |

| [Item [removed: 9B.](#i188fc563ffb148b9b286ce1260535818_190)] [added: 9B.](#id3ab262c4cbb44b5a5597cb827b9b977_184)] | | | [Other [removed: Information](#i188fc563ffb148b9b286ce1260535818_190)] [added: Information](#id3ab262c4cbb44b5a5597cb827b9b977_184)] | | | [removed: [124](#i188fc563ffb148b9b286ce1260535818_190)] [added: [118](#id3ab262c4cbb44b5a5597cb827b9b977_184)] | | |

| [Item [removed: 9C.](#i188fc563ffb148b9b286ce1260535818_193)] [added: 9C.](#id3ab262c4cbb44b5a5597cb827b9b977_190)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i188fc563ffb148b9b286ce1260535818_193)] [added: Inspections](#id3ab262c4cbb44b5a5597cb827b9b977_190)] | | | [removed: [124](#i188fc563ffb148b9b286ce1260535818_193)] [added: [118](#id3ab262c4cbb44b5a5597cb827b9b977_190)] | | |

| [Item [removed: 10.](#i188fc563ffb148b9b286ce1260535818_199)] [added: 10.](#id3ab262c4cbb44b5a5597cb827b9b977_196)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i188fc563ffb148b9b286ce1260535818_199)] [added: Governance](#id3ab262c4cbb44b5a5597cb827b9b977_196)] | | | [removed: [124](#i188fc563ffb148b9b286ce1260535818_199)] [added: [118](#id3ab262c4cbb44b5a5597cb827b9b977_196)] | | |

| [Item [removed: 11.](#i188fc563ffb148b9b286ce1260535818_202)] [added: 11.](#id3ab262c4cbb44b5a5597cb827b9b977_199)] | | | [Executive [removed: Compensation](#i188fc563ffb148b9b286ce1260535818_202)] [added: Compensation](#id3ab262c4cbb44b5a5597cb827b9b977_199)] | | | [removed: [125](#i188fc563ffb148b9b286ce1260535818_202)] [added: [119](#id3ab262c4cbb44b5a5597cb827b9b977_199)] | | |

| [Item [removed: 12.](#i188fc563ffb148b9b286ce1260535818_205)] [added: 12.](#id3ab262c4cbb44b5a5597cb827b9b977_202)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i188fc563ffb148b9b286ce1260535818_205)] [added: Matters](#id3ab262c4cbb44b5a5597cb827b9b977_202)] | | | [removed: [125](#i188fc563ffb148b9b286ce1260535818_205)] [added: [119](#id3ab262c4cbb44b5a5597cb827b9b977_202)] | | |

| [Item [removed: 13.](#i188fc563ffb148b9b286ce1260535818_208)] [added: 13.](#id3ab262c4cbb44b5a5597cb827b9b977_205)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i188fc563ffb148b9b286ce1260535818_208)] [added: Independence](#id3ab262c4cbb44b5a5597cb827b9b977_205)] | | | [removed: [125](#i188fc563ffb148b9b286ce1260535818_208)] [added: [119](#id3ab262c4cbb44b5a5597cb827b9b977_205)] | | |

| [Item [removed: 14.](#i188fc563ffb148b9b286ce1260535818_211)] [added: 14.](#id3ab262c4cbb44b5a5597cb827b9b977_208)] | | | [Principal Accountant Fees and [removed: Services](#i188fc563ffb148b9b286ce1260535818_211)] [added: Services](#id3ab262c4cbb44b5a5597cb827b9b977_208)] | | | [removed: [125](#i188fc563ffb148b9b286ce1260535818_211)] [added: [119](#id3ab262c4cbb44b5a5597cb827b9b977_208)] | | |

| [Item [removed: 15.](#i188fc563ffb148b9b286ce1260535818_217)] [added: 15.](#id3ab262c4cbb44b5a5597cb827b9b977_214)] | | | [removed: [Exhibits, Financial] [added: [Exhibits](#id3ab262c4cbb44b5a5597cb827b9b977_214) [and](#id3ab262c4cbb44b5a5597cb827b9b977_214) [Financial] Statement [removed: Schedules](#i188fc563ffb148b9b286ce1260535818_217)] [added: Schedules](#id3ab262c4cbb44b5a5597cb827b9b977_214)] | | | [removed: [125](#i188fc563ffb148b9b286ce1260535818_217)] [added: [119](#id3ab262c4cbb44b5a5597cb827b9b977_214)] | | |

| [Item [removed: 16.](#i188fc563ffb148b9b286ce1260535818_220)] [added: 16.](#id3ab262c4cbb44b5a5597cb827b9b977_217)] | | | [Form 10-K [removed: Summary](#i188fc563ffb148b9b286ce1260535818_220)] [added: Summary](#id3ab262c4cbb44b5a5597cb827b9b977_217)] | | | [removed: [129](#i188fc563ffb148b9b286ce1260535818_220)] [added: [123](#id3ab262c4cbb44b5a5597cb827b9b977_217)] | | |

These forward-looking statements [removed: include] [added: include, among other things,] statements as to:*

- *the discovery, development, formulation, manufacturing and commercialization of our compounds, our drug candidates and JAKAFI®/JAKAVI®* *(ruxolitinib), PEMAZYRE®* *(pemigatinib), ICLUSIG®* *(ponatinib), [removed: MONJUVI®(tafasitamab-cxix)*] [added: MONJUVI®* *(tafasitamab-cxix)*] */ MINJUVI®* *(tafasitamab), OPZELURA®* *(ruxolitinib) cream, ZYNYZ®* *(retifanlimab-dlwr) and NIKTIMVOTM* *(axatilimab);*

- *the [removed: timing] [added: timing, structure] and size of our clinical trials; the compounds expected to enter clinical trials; [added: the nature and] timing of clinical trial results;*

- *plans [added: for our manufacturing operations, including plans relating] to [added: the] use [added: of] third-party manufacturers;*

- *expected expenses and expenditure levels; expected uses of cash; expected revenues and sources of [removed: revenues, including milestone payments;] [added: revenues;] expectations with respect to inventory;*

- *expectations with respect to reimbursement for our [removed: products;*][added: products; expectations with respect to the impact on our revenues of U.S. or other government proposals regarding drug pricing;*]

- *expected losses; [added: the] fluctuation of losses; [added: the] currency translation impact associated with non-U.S. operations and collaboration royalties;*

- *our profitability; the adequacy of our capital resources to continue [removed: operations;*][added: operations; our expectations with respect to the need or ability to raise additional capital;*]

- *our ability to [added: discover, develop, formulate, manufacture and] successfully commercialize our drug products and drug candidates;*

| [PART I](#id3ab262c4cbb44b5a5597cb827b9b977_16) | | | | | | | | |

| [PART II](#id3ab262c4cbb44b5a5597cb827b9b977_70) | | | | | | | | |

| [PART III](#id3ab262c4cbb44b5a5597cb827b9b977_193) | | | | | | | | |

| [PART IV](#id3ab262c4cbb44b5a5597cb827b9b977_211) | | | | | | | | |

| [SIGNATURES](#id3ab262c4cbb44b5a5597cb827b9b977_220) | | | | | | [123](#id3ab262c4cbb44b5a5597cb827b9b977_220) | | |

- *the impact of tariffs and trade conflicts and the effects of any economic slowdown;*

If recent proposals for changes to Medicare and Medicaid reimbursement of drug prices are adopted into law, our results of operations and financial condition could be harmed.

| [PART I](#i188fc563ffb148b9b286ce1260535818_16) | | | | | | | | |

| [PART II](#i188fc563ffb148b9b286ce1260535818_70) | | | | | | | | |

| [PART III](#i188fc563ffb148b9b286ce1260535818_196) | | | | | | | | |

| [PART IV](#i188fc563ffb148b9b286ce1260535818_214) | | | | | | | | |

| [SIGNATURES](#i188fc563ffb148b9b286ce1260535818_223) | | | | | | [129](#i188fc563ffb148b9b286ce1260535818_223) | | |

- *our plans to further develop our operations outside of the United States;*

- *conducting clinical trials internally, with collaborators, or with clinical research organizations;*

- *plans for our manufacturing operations;*

- *the need to raise additional capital;*

- *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 discover, develop, formulate, manufacture and commercialize our drug candidates;*

- *the risk of significant delays or costs in obtaining regulatory approvals;*

- *risks relating to our inability to control the development of out-licensed compounds or drug candidates;*

- *risks relating to our collaborators’ ability to develop and commercialize drug products and the drug candidates licensed from us;*

- *the risk that our drug candidates may not obtain or maintain regulatory approval;*

- *our ability to compete against third parties with greater resources than ours;*

- *risks relating to governmental healthcare reform efforts, including efforts to control, set or cap pricing for our commercial drugs in the U.S. and abroad;*

- *competition to develop and commercialize similar drug products;*

- *our ability to obtain and maintain patent protection and freedom to operate for our discoveries and to continue to be effective in expanding our patent coverage;*

- If we fail to comply with the extensive legal and regulatory requirements affecting the health care industry, we could face increased costs, penalties and a loss of business.

- If product liability lawsuits are brought against us, we could face substantial liabilities and may be required to limit commercialization of our products, and our results of operations could be harmed.

These include, among other things, having mechanisms in place to detect and monitor unusual network activity, utilizing vulnerability assessment scans and tools, and conducting external and internal penetration tests and security assessments using the National Institute of Standards and Technology [removed: (NIST)] Cybersecurity Framework.

Additionally, from time to time, our internal audit [removed: function,] [added: function] reviews and assesses various aspects of our cybersecurity program.

We rely heavily on our vendors and other [removed: third party] [added: third-party] service providers in our clinical development activities as well as to manufacture and deliver our products, and a cybersecurity incident at a vendor or other [removed: third party] [added: third-party] service provider could have a material and adverse impact on our business, results of operations and financial condition.

Incyte’s Chief Information Security Officer [removed: (CISO)] [added: (“CISO”)] runs our cybersecurity program.

Our CISO, who holds numerous cybersecurity and related certifications, [removed: including Certified Information Systems Security Professional,] reports in to our Chief Information Officer [removed: (CIO).][added: (“CIO”).]

During December 2025, the downtown Wilmington properties that we acquired in May 2024 met the criteria to be classified as assets held for sale on our consolidated balance sheet as of December 31, 2025.

As a result of this classification, we recorded an asset impairment charge on our consolidated statement of operations relating to the downtown Wilmington properties as of December 31, 2025.

Additional information relating to the asset impairment can be found in Note 8 of Notes to the Consolidated Financial Statements.

The acquired office buildings are undergoing renovations and we currently expect to occupy the office buildings in 2026.

Cagnoni,* age [removed: 62,] [added: 63,] joined Incyte in June 2023 as President and Head of Research and Development.

[removed: *Sheila Denton*,] [added: *Richard Hoffman,*] age [removed: 59,] [added: 64,] joined Incyte in [removed: October 2023] [added: December 2025] as Executive Vice [removed: President, General Counsel] [added: President] and [removed: Corporate Secretary.][added: General Counsel.]

*Lee Heeson,* age [removed: 54,] [added: 55,] joined Incyte in October 2024 as Executive Vice President, Incyte International.

*Mohamed Issa,* age [removed: 42,] [added: 43,] joined Incyte in January 2025 as Executive Vice President, Head of US Oncology.

He has [removed: almost] [added: more than] 20 years of global leadership experience in pharmaceuticals, consumer healthcare and med-tech, with expertise spanning strategy, commercialization and business development.

*Michael Morrissey*, age [removed: 61,] [added: 62,] 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.

[removed: *Christiana Stamoulis,*] [added: *David Gardner,*] age [removed: 54,] [added: 43,] joined Incyte in [removed: February 2019] [added: September 2025] as Executive Vice President and Chief [removed: Financial] [added: Strategy] Officer.

*Steven Stein,* age [removed: 58,] [added: 59,] 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.

[removed: Swain*,] [added: *Soni Basi,*] age [removed: 67, has served as Executive Vice President, Human Resources since August 2002 and] [added: 51,] joined Incyte [added: in August 2025] as [removed: Senior] [added: Executive] Vice President [removed: of] [added: and Chief] Human Resources [removed: in January 2002.][added: Officer (CHRO).]

*Matteo Trotta,* age [removed: 46,] [added: 47,] joined Incyte as Executive Vice President, General Manager, Dermatology US in March 2024.

Before joining Novartis in 2012, he was an Engagement Manager at McKinsey & Company, where he served pharmaceutical and [removed: payer] [added: payor] clients as part of their healthcare practice.

*William J.

Meury*, age 57, joined Incyte in June 2025 as President and Chief Executive Officer.

Prior to joining Incyte, Mr. Meury served as President and Chief Executive Officer of Anthos Therapeutics, Inc., a privately-held biopharmaceutical company, from April 2024 until its acquisition by Novartis in April 2025.

From January 2023 through March 2024, Mr. Meury served as President and Chief Executive Officer of Karuna Therapeutics, Inc., a publicly traded biopharmaceutical company that was acquired by Bristol-Myers Squibb Company.

From May 2020 through December 2022, Mr. Meury served as a Partner at Hildred Capital Management, a private equity firm focusing on the healthcare industry.

Prior to joining Hildred Capital Management, Mr. Meury served as the Chief Commercial Officer of Allergan plc, a global pharmaceutical company, from May 2016 through its acquisition by AbbVie Inc. in May 2020.

Mr. Meury previously served as Allergan’s President, Branded Pharma from March 2015 to May 2016 and joined Allergan in July 2014 as Executive Vice President, Commercial, North American Brands.

He has significant experience in launching and commercializing healthcare products.

Prior to joining Allergan, Mr. Meury served as Executive Vice President, Sales and Marketing at Forest Laboratories, Inc., a specialty pharmaceutical company that was acquired by Actavis plc in July 2014.

He joined Forest in 1993 and held multiple roles of increasing responsibility in marketing, new products, business development, and sales.

Before joining Forest, Mr. Meury worked in public accounting for Reznick, Fedder & Silverman and in financial reporting for MCI Communications, Inc. Mr. Meury earned his B.A. in Economics from the University of Maryland.

Ms. Basi has more than 25 years of experience in global HR and business leadership and is recognized for leading high-performing teams and guiding organizations through transformation.

Before joining Incyte, Ms. Basi provided professional consulting services through SKB People Advisory, a private consulting practice, from June 2024 until August 2025, and served as CHRO at Edelman, a strategic global communications firm, from May 2022 to May 2024.

Prior to Edelman, Ms. Basi was the Head of Global Talent Management at American International Group, Inc., a global insurance organization, from August 2020 to April 2022, and she previously held senior talent leadership roles at Allergan Pharmaceuticals, The Estée Lauder Companies and Schering-Plough.

Ms. Basi earned her M.A. and Ph.D. in Social Psychology from Bowling Green State University.

Mr. Gardner has more than 20 years of experience in biopharmaceutical investing and advising, most recently at Rock Springs Capital Management from May 2015 until September 2025, where he led strategy across Oncology, Neurology, Immunology and Rare Diseases in multiple roles of increasing responsibility.

Prior to Rock Springs, Mr. Gardner spent a decade at BlackRock as Vice President and Equity Research Analyst where he was responsible for investments across the healthcare sector.

Mr. Gardner holds an M.B.A. from Columbia Business School and a bachelor’s degree from the University of Virginia’s McIntire School of Commerce.

Mr. Hoffman has more than 20 years of experience advising and supporting biopharmaceutical and life science companies.

Prior to joining Incyte, he was a Partner in the Life Sciences group at Goodwin Procter LLP from October 2016 to October 2025, where he counseled a diverse portfolio of emerging and established biopharma organizations on corporate governance, strategic transactions, financings and litigation.

Earlier in his career, Mr. Hoffman was a partner at WilmerHale and he has previously held senior leadership positions in the biotechnology industry at Hybridon and Avitech.

He holds a B.A. from Harvard College, a J.D. from Columbia Law School and an M.B.A. from The Wharton School of the University of Pennsylvania.

*Hervé Hoppenot,* age 65, joined Incyte as President and Chief Executive Officer and a Director in January 2014 and was appointed Chairman of the Board in May 2015.

Mr. Hoppenot served as the President of Novartis Oncology, Novartis Pharmaceuticals Corporation, the U.S. subsidiary of Novartis AG, a pharmaceutical company, from January 2010 to January 2014.

Prior to that, Mr. Hoppenot served in other executive positions at Novartis Pharmaceuticals Corporation, serving from September 2006 to January 2010 as Executive Vice President, Chief Commercial Officer of Novartis Oncology and Head of Global Product Strategy & Scientific Development of Novartis Pharmaceuticals Corporation and from 2003 to September 2006 as Senior Vice President, Head of Global Marketing of Novartis Oncology.

Prior to joining Novartis, Mr. Hoppenot served in various increasingly senior roles at Aventis S.A. (formerly Rhône-Poulenc S.A.), a pharmaceutical company, including as Vice President Oncology U.S. of Aventis Pharmaceuticals, Inc. from 2000 to 2003 and Vice President U.S. Oncology Operations of Rhone-Poulenc Rorer Pharmaceuticals, Inc. from 1998 to 2000.

Mr. Hoppenot holds a Diploma from ESSEC International Business School.

Ms. Denton most recently served as Senior Vice President, General Counsel and Corporate Secretary of Boehringer Ingelheim USA, Inc., where she was responsible for the legal, compliance and policy teams for the human health, animal health and biopharmaceutical businesses.

During her 19-year tenure with Boehringer Ingelheim, Ms. Denton held a number of other key leadership positions both in the United States and abroad, in multiple areas such as acquisitions, the generic businesses, and litigation.

Prior to joining Boehringer Ingelheim, Ms. Denton was a partner in a New England-based law firm.

Ms. Denton received her J.D. from Western New England College School of Law, and her B.S. in Business and Political Science from Sacred Heart University.

*Vijay Iyengar*, age 52, joined Incyte in May 2016 as Executive Vice President, Global Strategy and Corporate Development.

Prior to joining Incyte, from April 2014 to April 2016, he was the President of Genoptix Corporation, a Novartis Company.

From December 2011 to March 2014, he was the Vice President and Rare Diseases Franchise Head at Novartis Oncology and from July 2009 to December 2011, he was the Vice President and Oncology General Manager of Novartis Greece.

From October 2007 to June 2009, he was the Global Brand Executive Director at Novartis Pharmaceuticals, and from January 2006 to October 2007, he was the Global Brand Director, Oncology at Novartis Pharmaceuticals.

Dr. Iyengar received his B.S. in Biology from Stanford University and earned his M.D. from Harvard Medical School.

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

Prior to joining Unum, Ms. Stamoulis was a Senior Vice President of Corporate Strategy and Business Development at Vertex Pharmaceuticals, Inc., a biopharmaceutical company.

Prior to joining Vertex, Ms. Stamoulis spent nearly 15 years in the investment banking and management consulting industries.

She was a Managing Director in the Investment Banking division of Citigroup and, prior to that, she was a senior investment banker in the Healthcare Investment Banking Group of Goldman, Sachs & Co., where she spent the majority of her investment banking career.

Ms. Stamoulis started her career as a strategy consultant at The Boston Consulting Group.

Ms. Stamoulis holds two B.S. degrees from the Massachusetts Institute of Technology (MIT) and an M.B.A. from the MIT Sloan School of Management.

*Paula J.

Ms. Swain served as Senior Vice President of Human Resources at Bristol-Myers Squibb Company from October 2001 to January 2002, after it acquired DuPont Pharmaceuticals Company.

From July 1998 to October 2001, Ms. Swain was Senior Vice President of Human Resources at DuPont Pharmaceuticals.

From October 1992 to July 1998, Ms. Swain held a variety of human resources positions of increasing responsibility at DuPont Pharmaceuticals.

Ms. Swain received her B.A. in Psychology and Industrial Relations from Rockhurst University.

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: 2024,] [added: 2025,] our common stock was held by [removed: 107] [added: 97] stockholders of record.

| [Report of Ernst & Young LLP, Independent Registered Public Accounting [removed: Firm](#i188fc563ffb148b9b286ce1260535818_103)] [added: Firm](#id3ab262c4cbb44b5a5597cb827b9b977_100)] (PCAOB ID: 42) | | | [removed: [80](#i188fc563ffb148b9b286ce1260535818_103)] [added: [72](#id3ab262c4cbb44b5a5597cb827b9b977_100)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 202](#i188fc563ffb148b9b286ce1260535818_106)[4](#i188fc563ffb148b9b286ce1260535818_106)] [added: 202](#id3ab262c4cbb44b5a5597cb827b9b977_103)[5](#id3ab262c4cbb44b5a5597cb827b9b977_103)] [and [removed: 20](#i188fc563ffb148b9b286ce1260535818_106)[23](#i188fc563ffb148b9b286ce1260535818_106)] [added: 202](#id3ab262c4cbb44b5a5597cb827b9b977_103)[4](#id3ab262c4cbb44b5a5597cb827b9b977_103)] | | | [removed: [83](#i188fc563ffb148b9b286ce1260535818_106)] [added: [74](#id3ab262c4cbb44b5a5597cb827b9b977_103)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 202](#i188fc563ffb148b9b286ce1260535818_109)[4](#i188fc563ffb148b9b286ce1260535818_109)[, 202](#i188fc563ffb148b9b286ce1260535818_109)[3](#i188fc563ffb148b9b286ce1260535818_109)] [added: 202](#id3ab262c4cbb44b5a5597cb827b9b977_106)[5](#id3ab262c4cbb44b5a5597cb827b9b977_106)[, 202](#id3ab262c4cbb44b5a5597cb827b9b977_106)[4](#id3ab262c4cbb44b5a5597cb827b9b977_106)] [and [removed: 20](#i188fc563ffb148b9b286ce1260535818_109)[2](#i188fc563ffb148b9b286ce1260535818_109)[2](#i188fc563ffb148b9b286ce1260535818_109)] [added: 202](#id3ab262c4cbb44b5a5597cb827b9b977_106)[3](#id3ab262c4cbb44b5a5597cb827b9b977_106)] | | | [removed: [84](#i188fc563ffb148b9b286ce1260535818_109)] [added: [75](#id3ab262c4cbb44b5a5597cb827b9b977_106)] | | |

| [Consolidated Statements of Comprehensive [removed: Income (Loss) for] [added: Income](#id3ab262c4cbb44b5a5597cb827b9b977_109) [for] the years ended December 31, [removed: 202](#i188fc563ffb148b9b286ce1260535818_112)[4](#i188fc563ffb148b9b286ce1260535818_112)[, 202](#i188fc563ffb148b9b286ce1260535818_112)[3](#i188fc563ffb148b9b286ce1260535818_112)] [added: 202](#id3ab262c4cbb44b5a5597cb827b9b977_109)[5](#id3ab262c4cbb44b5a5597cb827b9b977_109)[, 202](#id3ab262c4cbb44b5a5597cb827b9b977_109)[4](#id3ab262c4cbb44b5a5597cb827b9b977_109)] [and [removed: 20](#i188fc563ffb148b9b286ce1260535818_112)[2](#i188fc563ffb148b9b286ce1260535818_112)[2](#i188fc563ffb148b9b286ce1260535818_112)] [added: 202](#id3ab262c4cbb44b5a5597cb827b9b977_109)[3](#id3ab262c4cbb44b5a5597cb827b9b977_109)] | | | [removed: [85](#i188fc563ffb148b9b286ce1260535818_112)] [added: [76](#id3ab262c4cbb44b5a5597cb827b9b977_109)] | | |

| [Consolidated Statements of Stockholders’ Equity for the years ended December 31, [removed: 202](#i188fc563ffb148b9b286ce1260535818_115)[4](#i188fc563ffb148b9b286ce1260535818_115)[, 202](#i188fc563ffb148b9b286ce1260535818_115)[3](#i188fc563ffb148b9b286ce1260535818_115)] [added: 202](#id3ab262c4cbb44b5a5597cb827b9b977_112)[5](#id3ab262c4cbb44b5a5597cb827b9b977_112)[, 202](#id3ab262c4cbb44b5a5597cb827b9b977_112)[4](#id3ab262c4cbb44b5a5597cb827b9b977_112)] [and [removed: 20](#i188fc563ffb148b9b286ce1260535818_115)[2](#i188fc563ffb148b9b286ce1260535818_115)[2](#i188fc563ffb148b9b286ce1260535818_115)] [added: 202](#id3ab262c4cbb44b5a5597cb827b9b977_112)[3](#id3ab262c4cbb44b5a5597cb827b9b977_112)] | | | [removed: [86](#i188fc563ffb148b9b286ce1260535818_115)] [added: [77](#id3ab262c4cbb44b5a5597cb827b9b977_112)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 202](#i188fc563ffb148b9b286ce1260535818_118)[4](#i188fc563ffb148b9b286ce1260535818_118)[, 202](#i188fc563ffb148b9b286ce1260535818_118)[3](#i188fc563ffb148b9b286ce1260535818_118)] [added: 202](#id3ab262c4cbb44b5a5597cb827b9b977_115)[5](#id3ab262c4cbb44b5a5597cb827b9b977_115)[, 202](#id3ab262c4cbb44b5a5597cb827b9b977_115)[4](#id3ab262c4cbb44b5a5597cb827b9b977_115)] [and [removed: 20](#i188fc563ffb148b9b286ce1260535818_118)[2](#i188fc563ffb148b9b286ce1260535818_118)[2](#i188fc563ffb148b9b286ce1260535818_118)] [added: 202](#id3ab262c4cbb44b5a5597cb827b9b977_115)[3](#id3ab262c4cbb44b5a5597cb827b9b977_115)] | | | [removed: [87](#i188fc563ffb148b9b286ce1260535818_118)] [added: [78](#id3ab262c4cbb44b5a5597cb827b9b977_115)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i188fc563ffb148b9b286ce1260535818_121)] [added: Statements](#id3ab262c4cbb44b5a5597cb827b9b977_118)] | | | [removed: [88](#i188fc563ffb148b9b286ce1260535818_121)] [added: [79](#id3ab262c4cbb44b5a5597cb827b9b977_118)] | | |

We have audited the accompanying consolidated balance sheets of Incyte Corporation (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive [removed: income (loss),] [added: income,] stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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 10, [removed: 2025] [added: 2026] expressed an unqualified opinion thereon.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of [added: the] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

| *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 estimated rebates, chargebacks, discounts, returns, distribution service fees, patient assistance programs, and government rebates. Liabilities related to sales allowances are presented within accrued and other current liabilities on the consolidated balance sheet and totaled [removed: $431.8] [added: $642.5] million as of December 31, [removed: 2024.] [added: 2025.] Auditing the allowances for rebates owed pursuant to the Medicaid Drug Rebate Program in the U.S. was complex and highly judgmental due to the significant estimation uncertainty involved in management’s assumptions, including the levels of expected utilization of these rebates based on the amount of drugs sold to eligible patients, as well as the complexity of the government mandated calculations. The allowances for rebates owed pursuant to the Medicaid Drug Rebate Program in the U.S. are sensitive to these significant assumptions and calculations. | | |

| | | | [added: | | | | | |] 2024 | | | | | | 2023 | | |

| Cash and cash equivalents | | | $ | [removed: 1,687,829] [added: 3,097,817] | | | | | $ | [removed: 3,213,376] [added: 1,687,829] | |

| Marketable securities—available-for-sale (amortized cost [removed: $469,917] [added: $480,793] and [removed: $442,816] [added: $469,917] as of December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024,] respectively; allowance for credit losses $0 as of December 31, [removed: 2024] [added: 2025] and [removed: 2023)] [added: 2024)] | | | [removed: 470,263] [added: 482,787] | | | | | | [removed: 442,667] [added: 470,263] | | |

| Accounts receivable | | | [removed: 853,154] [added: 1,024,407] | | | | | | [removed: 743,557] [added: 853,154] | | |

| Inventory | | | [removed: 58,872] [added: 101,060] | | | | | | [removed: 62,972] [added: 58,872] | | |

| Prepaid expenses and other current assets | | | [removed: 168,912] [added: 317,831] | | | | | | [removed: 182,830] [added: 168,912] | | |

| Total current assets | | | [removed: 3,239,030] [added: 5,023,902] | | | | | | [removed: 4,645,402] [added: 3,239,030] | | |

| Restricted cash | | | [removed: 1,622] [added: 1,852] | | | | | | [removed: 1,845] [added: 1,622] | | |

| Long term equity investments | | | [removed: 18,814] [added: 47,991] | | | | | | [removed: 187,716] [added: 18,814] | | |

| Inventory | | | [removed: 348,327] [added: 342,232] | | | | | | [removed: 206,965] [added: 348,327] | | |

| Property and equipment, net | | | [removed: 763,411] [added: 730,885] | | | | | | [removed: 751,513] [added: 763,411] | | |

| Finance lease right-of-use assets, net | | | [removed: 30,803] [added: 27,520] | | | | | | [removed: 25,535] [added: 30,803] | | |

| Other intangible assets, net | | | [removed: 113,803] [added: 117,131] | | | | | | [removed: 123,545] [added: 113,803] | | |

| Goodwill | | | [removed: 155,593] [added: 133,000] | | | | | | 155,593 | | |

| Deferred income tax asset | | | [removed: 762,071] [added: 515,294] | | | | | | [removed: 631,886] [added: 762,071] | | |

| Other [removed: assets, net] [added: assets] | | | [removed: 10,848] [added: 18,166] | | | | | | [removed: 52,107] [added: 10,848] | | |

| Total assets | | | $ | [removed: 5,444,322] [added: 6,957,973] | | | | | $ | [removed: 6,782,107] [added: 5,444,322] | |

| Accounts payable | | | $ | [removed: 197,465] [added: 209,938] | | | | | $ | [removed: 109,601] [added: 197,465] | |

| Accrued compensation | | | [removed: 188,677] [added: 228,071] | | | | | | [removed: 153,348] [added: 188,677] | | |

| Accrued and other current liabilities | | | [removed: 1,212,048] [added: 1,031,501] | | | | | | [removed: 935,569] [added: 1,212,048] | | |

| Finance lease liabilities | | | [removed: 4,419] [added: 4,516] | | | | | | [removed: 3,439] [added: 4,419] | | |

| Acquisition-related contingent consideration | | | [removed: 39,238] [added: 41,144] | | | | | | [removed: 38,422] [added: 39,238] | | |

| Total current liabilities | | | [removed: 1,641,847] [added: 1,515,170] | | | | | | [removed: 1,240,379] [added: 1,641,847] | | |

| Acquisition-related contingent consideration | | | [removed: 153,762] [added: 79,856] | | | | | | [removed: 173,578] [added: 153,762] | | |

| Finance lease liabilities | | | [removed: 33,542] [added: 30,199] | | | | | | [removed: 29,162] [added: 33,542] | | |

| Other liabilities | | | [removed: 167,543] [added: 165,270] | | | | | | [removed: 149,151] [added: 167,543] | | |

February 10, 2026

| | | | 2025 | | | | | | 2024 | | |

| Contract dispute settlement | | | (242,251) | | | | | | — | | | | | | — | | |

| Asset impairment | | | 76,275 | | | | | | — | | | | | | 5,631 | | |

| Net income | | | $ | 1,286,650 | | | | | $ | 32,615 | | | | | $ | 597,599 | |

| Stock compensation | | | — | | | | | | 249,346 | | | | | | — | | | | | | — | | | | | | 249,346 | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 1,286,650 | | | | | | 1,286,650 | | |

| Balances at December 31, 2025 | | | $ | 198 | | | | | $ | 4,928,049 | | | | | $ | 25,462 | | | | | $ | 213,769 | | | | | $ | 5,167,478 | |

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| Net income | | | $ | 1,286,650 | | | | | $ | 32,615 | | | | | $ | 597,599 | |

| Asset impairment | | | 76,275 | | | | | | — | | | | | | 5,631 | | |

| Excise tax paid on repurchase of Common Stock | | | (19,100) | | | | | | — | | | | | | — | | |

| Cash paid for contract dispute settlement | | | $ | 294,881 | | | | | $ | — | | | | | $ | — | |

We also monitor our available-for-sale debt securities for impairment quarterly or more frequently if circumstances warrant.

In the event that the carrying value of a debt security exceeds its fair value, we evaluate whether any impairment is a result of credit loss or other factors.

For investments in an unrealized loss position, we determine whether a credit loss exists by considering information about the collectability of the instrument, current market conditions, the investment issuer’s financial condition and business outlook, and reasonable and supportable forecasts of economic conditions.

An allowance for credit losses would be recorded in our consolidated statements of operations in the event the decline in the investment’s fair value was a result of credit loss, and unrealized losses not related to credit losses would be recorded in other comprehensive income (loss).

As of December 31, 2025 and 2024, all of our equity investments are classified as long term equity investments.

Milestones payable to collaboration partners are only recognized when the underlying contingency is resolved.

*Medicare Part D Rebates:* Changes to our Medicare Part D prescription drug coverage reimbursements (“Part D Discount Program”) became effective January 1, 2025 pursuant to the Inflation Reduction Act of 2022.

Under the revised Part D Discount Program, manufacturers must give a 10 percent discount on Part D drugs in the initial coverage phase, and a 20 percent discount on Part D drugs in the so-called “catastrophic phase” (the phase after the patient incurs costs above the initial phase out-of-pocket threshold, which is $2,000 beginning in 2025).

The Inflation Reduction Act includes certain exemptions for small biotech drug manufacturers, including Incyte.

These exemptions apply on a drug-specific basis, and qualifying drugs will be exempt from possible negotiation through 2028 and subject to reduced discounts that will be phased-in over a number of years under the new Part D benefit.

In July 2025, the FASB issued ASU No. 2025-05, “*Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets.*” This amended guidance applies to all entities and aims to simplify the estimation of expected credit losses for current accounts receivable and contract assets by providing a practical expedient for all companies.

The amendments are effective for annual reporting periods beginning after December 15, 2025 and interim reporting periods within those annual periods.

If electing the practical expedient, entities should apply the amendments in this update prospectively.

In September 2025, the FASB issued ASU No. 2025-06, “*Intangibles - Goodwill and Other - Internal-Use (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.*” This amended guidance applies to all entities and serves to modernize the accounting for software costs that are accounted for under Subtopic 305-40, Intangibles - Goodwill and Other - Internal-Use Software (referred to as “internal-use software”).

The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

Early adoption is permitted as of the beginning of an annual reporting period.

Entities may adopt the new guidance using a prospective, modified, or retrospective transition approach.

In September 2025, the FASB issued ASU No. 2025-07, “*Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract.*” This amended guidance applies to all entities and refines the scope of derivative accounting and clarifies rules for share-based noncash consideration in revenue contracts.

Specifically, this update is intended to address concerns about the application of derivative accounting to contracts that have features based on the operations or activities of one of the parties to the contract and to reduce diversity in the accounting for share-based payments in revenue contracts.

The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.

Early adoption is permitted.

Entities may adopt the new guidance prospectively, or on a modified retrospective basis.

We are currently evaluating the impact ASU No. 2025-07 will have on our consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU No. 2025-10, “*Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities.*” This accounting standard update establishes specific rules for the recognition, measurement, and presentation of government grants received by business entities.

Early adoption is permitted.

Entities may adopt the new guidance using a modified prospective, modified retrospective, or full retrospective approach.

We are currently evaluating the impact ASU No. 2025-10 will have on our consolidated financial statements and related disclosures.

| | | | | | |

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

| | | | Evaluating the fair value of the in-process research and development assets acquired in the Escient Pharmaceutics, Inc. acquisition | | |

| *Description of the Matter* | | | As described in Note 5 to the consolidated financial statements, on May 30, 2024, the Company acquired all of the outstanding shares of common stock of Escient Pharmaceuticals, Inc. (“Escient”), a clinical-stage drug development company, for $782.5 million in cash consideration. The Company determined substantially all of the fair value of the gross assets acquired was concentrated in Escient’s lead clinical-stage molecule, EP262. Therefore, the Company accounted for the Escient transaction as an asset acquisition under U.S. GAAP. The acquired in-process research and development asset for EP262 was valued at $644.8 million, with an additional $34.6 million of fair value allocated to the secondary molecule, EP547. As both acquired in-process research and development assets do not have an alternative future use at the acquisition date, the Company recognized the full amount of $679.4 million as research and development expenses. Auditing the Company’s fair value of the in-process research and development assets acquired in the Escient transaction was judgmental due to the significant estimation uncertainty and subjectivity of the significant assumptions used by management in determining the present value of future discounted cash flows. The significant assumptions used in the calculation of the fair value of the in-process research and development assets of Escient included the amount of future product revenues, the probability of success, and the discount rate. The fair value calculation of the in-process research and development assets are sensitive to these significant assumptions. | | |

| *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 estimation of the fair value of the in-process research and development assets of Escient. For example, we tested controls over management’s review of the significant assumptions, such as the amount of future product revenues, the probability of success, and the discount rate, and over the completeness and accuracy of the data used in the valuation. To test the fair value of the in-process research and development assets, we performed audit procedures that included, among others, evaluating the Company's methodologies used and testing the significant assumptions discussed above. For example, we compared the significant assumptions used by management to current published scientific studies, industry, market and economic trends, and to other relevant factors. In addition, to evaluate the probability of success, we considered the phase of development of the in-process research and development assets against third-party data regarding clinical trial success rates. We also performed various sensitivity analyses of the significant assumptions to evaluate the change in the fair value of the in-process research and development assets resulting from changes in the assumptions. In addition, we involved our valuation specialists to assist in our evaluation of the methodologies and the discount rates used in the fair value estimate. | | |

February 10, 2025

| Balances at December 31, 2021 | | | $ | 221 | | | | | $ | 4,567,111 | | | | | $ | (19,454) | | | | | $ | (777,874) | | | | | $ | 3,770,004 | |

| Stock compensation | | | — | | | | | | 189,691 | | | | | | — | | | | | | — | | | | | | 189,691 | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 340,660 | | | | | | 340,660 | | |

| Income taxes paid | | | $ | 373,056 | | | | | $ | 378,206 | | | | | $ | 136,242 | |

Our product revenues consist of sales of JAKAFI, MONJUVI, OPZELURA, PEMAZYRE and ZYNYZ in the U.S., sales of MINJUVI, PEMAZYRE, ICLUSIG and OPZELURA in Europe, sales of OPZELURA in Canada, and sales of PEMAZYRE in Japan.

Royalty revenues on commercial sales for pemigatinib (marketed as PEMAZYRE®) by Innovent Biologics, Inc. (“Innovent”) are based on net sales of licensed products in licensed territories as provided by Innovent.

For licenses that are not

In December 2023, the FASB issued ASU No. 2023-09, “*Income Taxes (Topic 740): Improvements to Income Tax Disclosures*.” This amended guidance applies to all entities and broadly aims to enhance the transparency and decision usefulness of income tax disclosures.

Early adoption is permitted for any annual periods for which financial statements have not been issued or made available for issuance.

In March 2024, the SEC issued Release Nos. 33-11275; 34-99678 “*The Enhancement and Standardization of Climate-Related Disclosures for Investors*” to require public companies to provide certain climate-related information in their registration statements and annual reports.

The compliance dates for the rules amended by this release begin in fiscal year 2025 for large accelerated filers.

On April 4, 2024, the SEC issued an order staying the newly adopted rules.

| December 31, 2023 | | | | | | | | | | | | | | | | | | | | |

| Debt securities (government) | | | $ | 442,816 | | | | | $ | 450 | | $ | (599) | | | | | $ | 442,667 | |

| Fair value of debt securities (government) | | | $ | 470,263 | | | | | $ | 265,135 | | | | | $ | 205,128 | |

| Total assets | | | $ | 3,401,092 | | | | | $ | 442,667 | | | | | $ | — | | | | | $ | 3,843,759 | |

In November 2011, we began commercialization and distribution of JAKAFI and in October 2021, we began commercialization and distribution of OPZELURA.

Our product revenues are concentrated in a number of customers these products.

| Customer F | | | 10 | | % | | | | 10 | | % | | | | 1 | | % |

License Agreements

We had no milestone and contract revenue under the Novartis agreement for the year ended December 31, 2024.

Milestone and contract revenue under the Novartis agreement was $5.0 million and $60.0 million for the years ended December 31, 2023 and 2022, respectively.

We are also eligible to receive tiered, double-digit royalties on future global sales with rates ranging up to the mid-twenties if a product is successfully commercialized.

We had no milestone and contract revenue under the Lilly agreement for the years ended December 31, 2024 and 2023.

Milestone and contract revenue under the Lilly agreement was $70.0 million for the year ended December 31, 2022.

Under this agreement, we are responsible for all costs associated with discovery, preclinical, clinical development and commercialization activities for the currently active programs.

Agenus will be eligible to receive tiered royalties on global net sales ranging from 6% to 12%, for all programs but one, in which Agenus will be eligible to receive 15% royalties on global net sales.

The agreement may be terminated by us for convenience upon 12 months’ notice and also may be terminated under certain other circumstances, including material breach.

Since the inception of the agreement through December 31, 2024, we have paid Agenus milestones totaling $30.0 million and Agenus is eligible to receive up to an additional $500.0 million in future contingent development, regulatory and commercialization milestones across all programs in the collaboration.

During 2024, we sold approximately 0.6 million of Agenus Inc. common stock for proceeds of $1.9 million.

We hold worldwide exclusive development and commercialization rights to those programs and are responsible for all research, development and commercialization costs, subject to Merus’ option, subject to certain conditions, to co-fund development of up to two of such programs and participate in certain commercialization activities for one of those co-developed programs.

If Merus exercises its co-funding option for a program, Merus would be responsible for funding 35% of the associated future global development costs and, for certain of such programs, would be responsible for reimbursing us for certain development costs incurred prior to the option exercise.

Merus will also have the right to participate in a specified proportion of detailing activities in the United States for one of those co-developed programs.

For each program as to which Merus does not have commercialization or development co-funding rights, Merus is eligible to receive up to $100.0 million in future contingent development and regulatory milestones, and up to $250.0 million in commercialization milestones as well as tiered royalties ranging from 6% to 10% of global net sales.

*Evaluation of disclosure controls and procedures.* We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and [removed: Chief] [added: Principal] Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on their evaluation as of the end of the period covered by this Annual Report on Form 10-K, our Chief Executive Officer and [removed: Chief] [added: Principal] Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

*Changes in internal control over financial reporting.* There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) for the quarter ended December 31, [removed: 2024,] [added: 2025] that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Our management, with the participation of our Chief Executive Officer and [removed: Chief] [added: Principal] Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in *Internal Control—Integrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Based on our evaluation under [removed: the framework in *Internal Control—Integrated Framework*,] [added: this framework,] our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] 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: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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 the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive [removed: income (loss),] [added: income,] stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and our report dated February 10, [removed: 2025] [added: 2026] expressed an unqualified opinion thereon.

February 10, 2026

February 10, 2025

(b) During the three months ended December 31, [removed: 2024,] [added: 2025,] the following [removed: officers] [added: officer] (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934) of our Company adopted a prearranged trading plan relating to our common stock and intended to satisfy the affirmative defense [added: conditions] of Rule 10b5–1(c) under the Securities Exchange Act of 1934.

[removed: Christiana Stamoulis*,*] [added: Pablo Cagnoni,] our [removed: Executive Vice President] [added: President, Research] and [removed: Chief Financial Officer,] [added: Development,] adopted a trading plan on November [removed: 26, 2024] [added: 20, 2025] providing for the sale of up to an aggregate of [removed: 107,938] [added: 56,002] shares of our common stock until November [removed: 26, 2025.][added: 20, 2026.]

During the three months ended December 31, [removed: 2024,] [added: 2025,] no director or officer (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934) of our Company adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities, whether or not intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), other than as set forth above.

(a) On February 6, 2026, we entered into a registration rights agreement (the “Registration Rights Agreement”) with 667, L.P. and Baker Brothers Life Sciences, L.P. (the “Baker Entities”), both of which are existing stockholders of our company and are affiliated with the Chairman of our Board of Directors, Julian C.

Baker.

The Registration Rights Agreement replaces the registration rights agreement we entered into with the Baker Entities in February 2016 that continued in effect for 10 years.

Under the Registration Rights Agreement, we agreed that, if requested by the Baker Entities, we would register our securities held by the Baker Entities for resale under the Securities Act of 1933.

Our registration obligations under the Registration Rights Agreement cover all of our securities now held or later acquired by the Baker Entities, will continue in effect for up to 10 years, and include our obligation to facilitate certain underwritten public offerings of our securities by the Baker Entities in the future.

The Registration Rights Agreement is filed as Exhibit 10.25 to this report and the description of the terms of the Registration Rights Agreement is qualified in its entirety by reference to such exhibit.

Sheila Denton, our Executive Vice President and General Counsel, adopted a trading plan on November 27, 2024 providing for the sale of up to an aggregate of 32,014 shares of our common stock until November 27, 2025.

Barry Flannelly, our Executive Vice President and General Manager, North America, adopted a trading plan on December 13, 2024 providing for the sale of up to an aggregate of 315,415 shares of our common stock until January 6, 2026.

[removed: The] [added: Certain] information required by this item [removed: (with respect to Directors)] is incorporated by reference from the information under the [removed: caption] [added: captions] “Election of Directors” [added: and “Section 16(a) Beneficial Ownership Reporting Compliance”] contained in our Proxy Statement to be filed with the Securities and Exchange Commission in connection with the solicitation of proxies for our [removed: 2025] [added: 2026] Annual Meeting of Stockholders to be held on June [removed: 10, 2025] [added: 8, 2026] (the “Proxy Statement”).

Certain information required by this item concerning executive officers is set forth in Part I of this [added: Annual] Report [added: on Form 10-K] under the caption “Information about our Executive Officers” and is incorporated herein by reference.

We have adopted a Code of Business Conduct and Ethics that applies to all of our officers and employees, including our Chief Executive Officer, [removed: Chief] [added: Principal] Financial Officer, Principal Accounting Officer, Corporate Controller and other employees who perform [removed: financial or accounting] [added: similar] functions.

We have also adopted a Senior Financial Officers’ Code of Ethics that specifically applies to our Chief Executive Officer, [removed: Chief] [added: Principal] Financial Officer, Principal Accounting Officer, Corporate Controller, and others providing similar functions.

None of the materials on, or accessible through, our website [removed: is] [added: are] part of this report or [removed: is] [added: are] incorporated by reference herein.

Item 405 of Regulation S-K calls for disclosure of any known late filing or failure by an insider to file a report required by Section 16(a) of the Exchange Act.

To the extent disclosure for delinquent reports is being made, it can be found under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement and is incorporated herein by reference.

| 10.1# | | | | | | [Incyte Corporation Amended and Restated 2010 Stock Incentive Plan, as amended on April [removed: 13, 2023 (incorporated] [added: 1](https://www.sec.gov/Archives/edgar/data/879169/000087916925000062/exhibit101_incytecorporati.htm)[1](https://www.sec.gov/Archives/edgar/data/879169/000087916925000062/exhibit101_incytecorporati.htm)[, 202](https://www.sec.gov/Archives/edgar/data/879169/000087916925000062/exhibit101_incytecorporati.htm)[5](https://www.sec.gov/Archives/edgar/data/879169/000087916925000062/exhibit101_incytecorporati.htm) [(incorporated] by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed [removed: June 15, 2023).](https://www.sec.gov/Archives/edgar/data/879169/000110465923071561/tm2318718d1_ex10-1.htm)] [added: June](https://www.sec.gov/Archives/edgar/data/879169/000087916925000062/exhibit101_incytecorporati.htm) [11](https://www.sec.gov/Archives/edgar/data/879169/000087916925000062/exhibit101_incytecorporati.htm)[, 202](https://www.sec.gov/Archives/edgar/data/879169/000087916925000062/exhibit101_incytecorporati.htm)[5](https://www.sec.gov/Archives/edgar/data/879169/000087916925000062/exhibit101_incytecorporati.htm)[).](https://www.sec.gov/Archives/edgar/data/879169/000087916925000062/exhibit101_incytecorporati.htm)] | | |

| 10.7# | | | | | | [removed: [F](https://www.sec.gov/Archives/edgar/data/879169/000087916924000172/exh101_formofusexecutiveof.htm)[orm] [added: [Form] of U.S. Stock Option Agreement for Executive Officers under the Incyte Corporation Amended and Restated 2010 Stock Incentive Plan (incorporated by [removed: re](https://www.sec.gov/Archives/edgar/data/879169/000087916924000172/exh101_formofusexecutiveof.htm)[ference] [added: reference] to Exhibit 10.1 to the [removed: Company's] [added: Company’s] Quarterly Report on Form 10-Q for the quarter ended September 30, 2024).](https://www.sec.gov/Archives/edgar/data/879169/000087916924000172/exh101_formofusexecutiveof.htm) | | |

| 10.8# | | | | | | [removed: [F](https://www.sec.gov/Archives/edgar/data/879169/000087916924000172/exh102_formofusrsuawardagr.htm)[orm] [added: [Form] of U.S. Restricted Stock [removed: Unit](https://www.sec.gov/Archives/edgar/data/879169/000087916924000172/exh102_formofusrsuawardagr.htm) [Award](https://www.sec.gov/Archives/edgar/data/879169/000087916924000172/exh102_formofusrsuawardagr.htm) [Agreement](https://www.sec.gov/Archives/edgar/data/879169/000087916924000172/exh102_formofusrsuawardagr.htm) [under] [added: Unit Award Agreement under] the [removed: Inc](https://www.sec.gov/Archives/edgar/data/879169/000087916924000172/exh102_formofusrsuawardagr.htm)[yte Corporat](https://www.sec.gov/Archives/edgar/data/879169/000087916924000172/exh102_formofusrsuawardagr.htm)[ion] [added: Incyte Corporation] Amended and Restated 2010 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the [removed: Company's] [added: Company’s] Quarterly Report on Form 10-Q for the [removed: qu](https://www.sec.gov/Archives/edgar/data/879169/000087916924000172/exh102_formofusrsuawardagr.htm)[arter] [added: quarter] ended [removed: September](https://www.sec.gov/Archives/edgar/data/879169/000087916924000172/exh102_formofusrsuawardagr.htm) [30, 2024](https://www.sec.gov/Archives/edgar/data/879169/000087916924000172/exh102_formofusrsuawardagr.htm)[).](https://www.sec.gov/Archives/edgar/data/879169/000087916924000172/exh102_formofusrsuawardagr.htm)] [added: September 30, 2024).](https://www.sec.gov/Archives/edgar/data/879169/000087916924000172/exh102_formofusrsuawardagr.htm)] | | |

| [removed: 10.9#] [added: 10.11#] | | | | | | [removed: [I](https://www.sec.gov/Archives/edgar/data/879169/000110465924020600/tm245850d1_ex99-1.htm)[ncyte] [added: [Form of Global Restricted Stock Unit Agreement under the Incyte] Corporation 2024 [removed: Indu](https://www.sec.gov/Archives/edgar/data/879169/000110465924020600/tm245850d1_ex99-1.htm)[cement] [added: Inducement] Stock Incentive Plan (incorporated by reference to Exhibit [removed: 99.1] [added: 99.3] to the [removed: Company's](https://www.sec.gov/Archives/edgar/data/879169/000110465924020600/tm245850d1_ex99-1.htm) [Registration] [added: Company’s Registration] Statement on Form [removed: S-8](https://www.sec.gov/Archives/edgar/data/879169/000110465924020600/tm245850d1_ex99-1.htm) [(File] [added: S-8 (File] No. [removed: 333-277043).](https://www.sec.gov/Archives/edgar/data/879169/000110465924020600/tm245850d1_ex99-1.htm)] [added: 333-277043)](https://www.sec.gov/Archives/edgar/data/879169/000110465924020600/tm245850d1_ex99-3.htm)[)](https://www.sec.gov/Archives/edgar/data/879169/000110465924020600/tm245850d1_ex99-3.htm)[.](https://www.sec.gov/Archives/edgar/data/879169/000110465924020600/tm245850d1_ex99-3.htm)] | | |

| 10.10# | | | | | | [removed: [F](https://www.sec.gov/Archives/edgar/data/879169/000110465924020600/tm245850d1_ex99-2.htm)[o](https://www.sec.gov/Archives/edgar/data/879169/000110465924020600/tm245850d1_ex99-2.htm)[rm] [added: [Form] of Global Nonstatutory Stock Option Agreement for Executive Officers under the Incyte Corporation 2024 Inducement Stock Incentive Plan (incorporated by reference [removed: to](https://www.sec.gov/Archives/edgar/data/879169/000110465924020600/tm245850d1_ex99-2.htm) [Exh](https://www.sec.gov/Archives/edgar/data/879169/000110465924020600/tm245850d1_ex99-2.htm)[ibit] [added: to Exhibit] 99.2 to the [removed: Company's] [added: Company’s] Registration [removed: S](https://www.sec.gov/Archives/edgar/data/879169/000110465924020600/tm245850d1_ex99-2.htm)[tatement] [added: Statement] on Form [removed: S](https://www.sec.gov/Archives/edgar/data/879169/000110465924020600/tm245850d1_ex99-2.htm)[\-8] [added: S-8] (File No. [removed: 333-277043](https://www.sec.gov/Archives/edgar/data/879169/000110465924020600/tm245850d1_ex99-2.htm)[).](https://www.sec.gov/Archives/edgar/data/879169/000110465924020600/tm245850d1_ex99-2.htm)] [added: 333-277043)](https://www.sec.gov/Archives/edgar/data/879169/000110465924020600/tm245850d1_ex99-2.htm)[)](https://www.sec.gov/Archives/edgar/data/879169/000110465924020600/tm245850d1_ex99-2.htm)[.](https://www.sec.gov/Archives/edgar/data/879169/000110465924020600/tm245850d1_ex99-2.htm)] | | |

| [removed: 10.11#] [added: 10.12#] | | | | | | [Form of [removed: Global Restricted Stock Unit] [added: Performance Share Award] Agreement under the Incyte Corporation 2024 Inducement Stock Incentive Plan (incorporated by reference to [removed: Exhibit](https://www.sec.gov/Archives/edgar/data/879169/000110465924020600/tm245850d1_ex99-3.htm) [99](https://www.sec.gov/Archives/edgar/data/879169/000110465924020600/tm245850d1_ex99-3.htm)[.3] [added: Exhibit 99.4] to the [removed: Company's](https://www.sec.gov/Archives/edgar/data/879169/000110465924020600/tm245850d1_ex99-3.htm) [Registration S](https://www.sec.gov/Archives/edgar/data/879169/000110465924020600/tm245850d1_ex99-3.htm)[tatement] [added: Company’s Registration Statement] on Form S-8 (File No. [removed: 333-277043)](https://www.sec.gov/Archives/edgar/data/879169/000110465924020600/tm245850d1_ex99-3.htm)[.](https://www.sec.gov/Archives/edgar/data/879169/000110465924020600/tm245850d1_ex99-3.htm)] [added: 333-277043)](https://www.sec.gov/Archives/edgar/data/879169/000110465924020600/tm245850d1_ex99-4.htm)[)](https://www.sec.gov/Archives/edgar/data/879169/000110465924020600/tm245850d1_ex99-4.htm)[.](https://www.sec.gov/Archives/edgar/data/879169/000110465924020600/tm245850d1_ex99-4.htm)] | | |

| 10.13# | | | | | | [Form of U.S. Nonstatutory Stock Option Agreement for Executive Officers under the Incyte Corporation 2024 Inducement Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the [removed: Company's] [added: Company’s] Quarterly Report on Form 10-Q for the quarter [removed: ended](https://www.sec.gov/Archives/edgar/data/879169/000087916924000172/exh103_usformofexecutiveof.htm) [Septe](https://www.sec.gov/Archives/edgar/data/879169/000087916924000172/exh103_usformofexecutiveof.htm)[mber](https://www.sec.gov/Archives/edgar/data/879169/000087916924000172/exh103_usformofexecutiveof.htm) [30,] [added: ended September 30,] 2024).](https://www.sec.gov/Archives/edgar/data/879169/000087916924000172/exh103_usformofexecutiveof.htm) | | |

| 10.14# | | | | | | [removed: [F](https://www.sec.gov/Archives/edgar/data/879169/000087916924000172/exh104_usformofrsuawardagr.htm)[orm] [added: [Form] of U.S. Restricted Stock Unit Award Agreement for Executive Officers under the Incyte [removed: Corp](https://www.sec.gov/Archives/edgar/data/879169/000087916924000172/exh104_usformofrsuawardagr.htm)[oration] [added: Corporation] 2024 Inducement Stock Incentive Plan [removed: (in](https://www.sec.gov/Archives/edgar/data/879169/000087916924000172/exh104_usformofrsuawardagr.htm)[corporated] [added: (incorporated] by reference to Exhibit 10.4 to the [removed: Company's] [added: Company’s] Quarterly Report on Form 10-Q for the quarter [removed: en](https://www.sec.gov/Archives/edgar/data/879169/000087916924000172/exh104_usformofrsuawardagr.htm)[ded] [added: ended] September 30, 2024).](https://www.sec.gov/Archives/edgar/data/879169/000087916924000172/exh104_usformofrsuawardagr.htm) | | |

| 10.16# | | | | | | [1997 Employee Stock Purchase Plan of Incyte Corporation, as amended on April [removed: 13, 2023 (incorporated] [added: 1](https://www.sec.gov/Archives/edgar/data/879169/000087916925000062/exhibit102_1997employeesto.htm)[1](https://www.sec.gov/Archives/edgar/data/879169/000087916925000062/exhibit102_1997employeesto.htm)[, 202](https://www.sec.gov/Archives/edgar/data/879169/000087916925000062/exhibit102_1997employeesto.htm)[5](https://www.sec.gov/Archives/edgar/data/879169/000087916925000062/exhibit102_1997employeesto.htm) [(incorporated] by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed [removed: June 15, 2023).](https://www.sec.gov/Archives/edgar/data/879169/000110465923071561/tm2318718d1_ex10-2.htm)] [added: June](https://www.sec.gov/Archives/edgar/data/879169/000087916925000062/exhibit102_1997employeesto.htm) [11](https://www.sec.gov/Archives/edgar/data/879169/000087916925000062/exhibit102_1997employeesto.htm)[, 202](https://www.sec.gov/Archives/edgar/data/879169/000087916925000062/exhibit102_1997employeesto.htm)[5](https://www.sec.gov/Archives/edgar/data/879169/000087916925000062/exhibit102_1997employeesto.htm)[).](https://www.sec.gov/Archives/edgar/data/879169/000087916925000062/exhibit102_1997employeesto.htm)] | | |

| 10.17# | | | | | | [Form of Employment Agreement between the Company [removed: and Barry P. Flannelly (effective as of August 11, 2014), Christiana Stamoulis (effective as of February 11, 2019), Steven] [added: and](https://www.sec.gov/Archives/edgar/data/879169/000104746913001393/a2212845zex-10_14.htm) [Steven] H. Stein (effective as of March 2, [removed: 2015), Vijay K. Iyengar (effective as of May 9, 2016), Pablo] [added: 2015),](https://www.sec.gov/Archives/edgar/data/879169/000104746913001393/a2212845zex-10_14.htm) [Pablo] J. Cagnoni (effective as of June 7, [removed: 2023), Sheila A. Denton (effective as of October 2, 2023),] [added: 2023)](https://www.sec.gov/Archives/edgar/data/879169/000104746913001393/a2212845zex-10_14.htm)[,] Matteo Trotta (effective as of March 25, 2024), Lee Heeson (effective as of October 1, [removed: 2024) and Mohamed] [added: 2024)](https://www.sec.gov/Archives/edgar/data/879169/000104746913001393/a2212845zex-10_14.htm)[,](https://www.sec.gov/Archives/edgar/data/879169/000104746913001393/a2212845zex-10_14.htm) [](https://www.sec.gov/Archives/edgar/data/879169/000104746913001393/a2212845zex-10_14.htm)[Mohamed] Issa (effective as of January 6, [removed: 2025) (incorporated] [added: 2025)](https://www.sec.gov/Archives/edgar/data/879169/000104746913001393/a2212845zex-10_14.htm)[,](https://www.sec.gov/Archives/edgar/data/879169/000104746913001393/a2212845zex-10_14.htm) [Patrick A](https://www.sec.gov/Archives/edgar/data/879169/000104746913001393/a2212845zex-10_14.htm)[.](https://www.sec.gov/Archives/edgar/data/879169/000104746913001393/a2212845zex-10_14.htm) [Maye](https://www.sec.gov/Archives/edgar/data/879169/000104746913001393/a2212845zex-10_14.htm)[s (](https://www.sec.gov/Archives/edgar/data/879169/000104746913001393/a2212845zex-10_14.htm)[effective as of July 21, 2025),](https://www.sec.gov/Archives/edgar/data/879169/000104746913001393/a2212845zex-10_14.htm) [Ramitpal K. Basi (effective](https://www.sec.gov/Archives/edgar/data/879169/000104746913001393/a2212845zex-10_14.htm) [as of](https://www.sec.gov/Archives/edgar/data/879169/000104746913001393/a2212845zex-10_14.htm) [August 25, 2025)](https://www.sec.gov/Archives/edgar/data/879169/000104746913001393/a2212845zex-10_14.htm)[,](https://www.sec.gov/Archives/edgar/data/879169/000104746913001393/a2212845zex-10_14.htm) [](https://www.sec.gov/Archives/edgar/data/879169/000104746913001393/a2212845zex-10_14.htm)[David H](https://www.sec.gov/Archives/edgar/data/879169/000104746913001393/a2212845zex-10_14.htm)[. Gar](https://www.sec.gov/Archives/edgar/data/879169/000104746913001393/a2212845zex-10_14.htm)[dner (effective](https://www.sec.gov/Archives/edgar/data/879169/000104746913001393/a2212845zex-10_14.htm) [as of](https://www.sec.gov/Archives/edgar/data/879169/000104746913001393/a2212845zex-10_14.htm) [September 22, 2025)](https://www.sec.gov/Archives/edgar/data/879169/000104746913001393/a2212845zex-10_14.htm) [](https://www.sec.gov/Archives/edgar/data/879169/000104746913001393/a2212845zex-10_14.htm)[and Richard Hoffman (effective as of December](https://www.sec.gov/Archives/edgar/data/879169/000104746913001393/a2212845zex-10_14.htm) [1](https://www.sec.gov/Archives/edgar/data/879169/000104746913001393/a2212845zex-10_14.htm)[, 2025)](https://www.sec.gov/Archives/edgar/data/879169/000104746913001393/a2212845zex-10_14.htm) [(incorporated] by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012).](https://www.sec.gov/Archives/edgar/data/879169/000104746913001393/a2212845zex-10_14.htm) | | |

| 10.18# | | | | | | [removed: [Form] [added: [Offer] of [removed: Amended and Restated] Employment [removed: Agreement, effective as of] [added: Letter, dated] April [removed: 18, 2012, between] [added: 21, 2023, from] the Company [removed: and Paula] [added: to Pablo] J. [removed: Swain] [added: Cagnoni] (incorporated by reference to Exhibit [removed: 10.14] [added: 10.1] to the Company’s Quarterly Report on Form 10-Q for the quarter ended [removed: March 31, 2012).](https://www.sec.gov/Archives/edgar/data/879169/000110465912029092/a12-6693_1ex10d14.htm)] [added: June 30, 2023).](https://www.sec.gov/Archives/edgar/data/879169/000087916923000025/exhibit101-cagnoniofferlet.htm)] | | |

| [removed: 10.19#] [added: 10.24†] | | | | | | [removed: [Offer] [added: [License, Development and Commercialization Agreement, entered into as] of [removed: Employment Letter, dated] December [removed: 14, 2018, from] [added: 18, 2009, by and between] the Company [removed: to Christiana Stamoulis] [added: and Eli Lilly and Company] (incorporated by reference to Exhibit 10.2 to the [removed: Company's] [added: Company’s] Quarterly Report on Form 10-Q for the quarter ended [removed: March 31, 2019).](https://www.sec.gov/Archives/edgar/data/879169/000155837019003610/incy-20190331ex102573f77.htm)] [added: September 30, 2019).](https://www.sec.gov/Archives/edgar/data/879169/000155837019009326/incy-20190930ex1020eebfd.htm)] | | |

| [removed: 10.20#] [added: 10.23†] | | | | | | [removed: [Amended] [added: [Collaboration] and [removed: Restated Employment] [added: License] Agreement [added: entered into as of November 24, 2009, by and] between the Company and [removed: Hervé Hoppenot, dated as of October 25, 2019] [added: Novartis International Pharmaceutical Ltd.] (incorporated by reference to Exhibit [removed: 10.3] [added: 10.1] to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2019).](https://www.sec.gov/Archives/edgar/data/879169/000155837019009326/incy-20190930ex10388737b.htm)] [added: 2019).](https://www.sec.gov/Archives/edgar/data/879169/000155837019009326/incy-20190930ex101e8f74d.htm)] | | |

| [removed: 10.21#] [added: 10.20#] | | | | | | [Offer of Employment Letter, dated [removed: April 21, 2023,] [added: June 23, 2025,] from the Company to [removed: Pablo] [added: William] J. [removed: Cagnoni] [added: Meury] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the Company’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the quarter ended] [added: 8-K filed] June [removed: 30, 2023).](https://www.sec.gov/Archives/edgar/data/879169/000087916923000025/exhibit101-cagnoniofferlet.htm)] [added: 27, 2025).](https://www.sec.gov/Archives/edgar/data/879169/000110465925063675/tm2519327d1_ex10-2.htm)] | | |

| [removed: 10.22†] [added: 10.23.1†] | | | | | | [removed: [Collaboration] [added: [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 [removed: 10.1] [added: 10.1.1] to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2019).](https://www.sec.gov/Archives/edgar/data/879169/000155837019009326/incy-20190930ex101e8f74d.htm)] [added: 2019).](https://www.sec.gov/Archives/edgar/data/879169/000155837019009326/incy-20190930ex10117002c.htm)] | | |

| [removed: 10.22.1†] [added: 10.23.2††] | | | | | | [Amendment, dated as of [removed: April 5, 2016,] [added: March 20, 2020,] to [added: the] 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 [removed: 10.1.1] [added: 10.2] to the Company’s Quarterly Report on Form 10-Q for the quarter ended [removed: September 30, 2019).](https://www.sec.gov/Archives/edgar/data/879169/000155837019009326/incy-20190930ex10117002c.htm)] [added: March 31, 2020).](https://www.sec.gov/Archives/edgar/data/879169/000155837020005185/incy-20200331xex10d2.htm)] | | |

| [removed: 10.22.2††] [added: 10.23.3††] | | | | | | [removed: [Amendment,] [added: [Extension,] dated as of March [added: 12, 2025, to the Amendment, dated as of March] 20, 2020, to the 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 [removed: 10.2] [added: 10.1] to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2020).](https://www.sec.gov/Archives/edgar/data/879169/000155837020005185/incy-20200331xex10d2.htm)] [added: 2025).](https://www.sec.gov/Archives/edgar/data/879169/000087916925000056/exhibit101_extensionofamen.htm)] | | |

| [removed: 10.23†] [added: 10.24.1†] | | | | | | [removed: [License,] [added: [Amendment, dated June 22, 2010, 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: 10.2.1] to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2019).](https://www.sec.gov/Archives/edgar/data/879169/000155837019009326/incy-20190930ex1020eebfd.htm)] [added: 2019).](https://www.sec.gov/Archives/edgar/data/879169/000155837019009326/incy-20190930ex1021f3558.htm)] | | |

| [removed: 10.23.1†] [added: 10.24.2†] | | | | | | [removed: [Amendment, dated June 22, 2010,] [added: [Third Amendment, entered into effective March 31, 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: 10.2.1] [added: 10.2.2] to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2019).](https://www.sec.gov/Archives/edgar/data/879169/000155837019009326/incy-20190930ex1021f3558.htm)] [added: 2019).](https://www.sec.gov/Archives/edgar/data/879169/000155837019009326/incy-20190930ex10225e24a.htm)] | | |

| [removed: 10.23.2†] [added: 10.24.3†] | | | | | | [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).](https://www.sec.gov/Archives/edgar/data/879169/000155837019009326/incy-20190930ex10225e24a.htm)] [added: December 31, 2016).](https://www.sec.gov/Archives/edgar/data/879169/000110465917043033/a17-15971_1ex10d21d4.htm)] | | |

| [removed: 10.23 .3†] [added: 10.24.4††] | | | | | | [removed: [Fourth Amendment, entered into effective December] [added: [Letter Agreement, dated May] 13, [removed: 2016,] [added: 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: 10.21.4 to Amendment No. 2 on Form 10-K/A] [added: 10.1] to the Company’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December 31, 2016).](https://www.sec.gov/Archives/edgar/data/879169/000110465917043033/a17-15971_1ex10d21d4.htm)] [added: June 30, 2020).](https://www.sec.gov/Archives/edgar/data/879169/000155837020009164/incy-20200630xex10d1.htm)] | | |

| [removed: 10.23.4††] [added: 10.24.5*††] | | | | | | [Letter [removed: Agreement, dated May 13, 2020, between the Company and Eli Lilly and Company, together with related Letter] of Understanding, dated [removed: March 5, 2020,] [added: October 24, 2025,] between the Company and Eli Lilly and Company, [removed: each] relating to [added: the] License, Development and Commercialization Agreement entered into as of December 18, 2009 by and between the Company and Eli Lilly and [removed: Company (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020).](https://www.sec.gov/Archives/edgar/data/879169/000155837020009164/incy-20200630xex10d1.htm)] [added: Company.](https://www.sec.gov/Archives/edgar/data/879169/000087916926000010/exhibit10245-lilly2025loux.htm)] | | |

| [removed: 10.24] [added: 10.25*] | | | | | | [Registration Rights Agreement, dated as of [removed: February 12, 2016,] [added: February](https://www.sec.gov/Archives/edgar/data/879169/000087916926000010/exhibit1025-bbxrrafeb2026.htm) [6](https://www.sec.gov/Archives/edgar/data/879169/000087916926000010/exhibit1025-bbxrrafeb2026.htm)[, 20](https://www.sec.gov/Archives/edgar/data/879169/000087916926000010/exhibit1025-bbxrrafeb2026.htm)[2](https://www.sec.gov/Archives/edgar/data/879169/000087916926000010/exhibit1025-bbxrrafeb2026.htm)[6,] between the Company and 667, [removed: L.P., Baker] [added: L.P.](https://www.sec.gov/Archives/edgar/data/879169/000087916926000010/exhibit1025-bbxrrafeb2026.htm) [and](https://www.sec.gov/Archives/edgar/data/879169/000087916926000010/exhibit1025-bbxrrafeb2026.htm) [Baker] Brothers Life Sciences, [removed: L.P. and 14159, L.P. (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015).](https://www.sec.gov/Archives/edgar/data/879169/000155837016003196/incy-20151231ex10283b05a.htm)] [added: L.P.](https://www.sec.gov/Archives/edgar/data/879169/000087916926000010/exhibit1025-bbxrrafeb2026.htm)] | | |