Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On August 29, 2012, Incyte Corporation (the "Company") announced the departure
of Patricia S. Andrews, Executive Vice President and Chief Commercial Officer of
the Company. In connection with her departure, Ms. Andrews may receive
severance compensation consistent with the severance provisions of her offer
letter, as described in the section of the Company's definitive proxy statement
filed with the Securities and Exchange Commission on April 18, 2012 under the
caption "Executive Compensation-Employment Contracts, Termination of Employment
and Change-in-Control Arrangements - Agreements with other Named Executive
Officers," as well as reimbursement of COBRA premiums for up to 12 months and
outplacement assistance.
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