THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Incyte Corporation (INCY)

4/12/2006 Proxy Information

In March 2002, in connection with his employment by the Company as Executive Vice President and Chief Drug Discovery Scientist, Brian W. Metcalf received an interest-free loan from the Company in the amount of $400,000 to be used for financing his residence in California. The loan was evidenced by a promissory note and secured by the residence. On February 6, 2003, 25% of the outstanding principal balance was forgiven, and 1/48 of the original principal amount was forgiven on the last day of each month thereafter, through February 6, 2006.

Mr. Whitfield co-founded Incyte Corporation and served as Chairman from November 2001 until June 2003. He served as Chief Executive Officer of Incyte Corporation from June 1993 to November 2001, President from June 1991 until January 1997 and Treasurer from April 1991 to October 1995.

4/8/2005 Proxy Information

Mr. Whitfield served as Chief Executive Officer of Incyte Corporation from June 1993 to November 2001, President from June 1991 until January 1997 and Treasurer from April 1991 to October 1995.

In March 2002, in connection with his employment by the Company as Executive Vice President and Chief Drug Discovery Scientist, Brian W. Metcalf received an interest-free loan from the Company in the amount of $400,000 to be used for financing his residence in California. The loan is evidenced by a promissory note and secured by the residence. On February 6, 2003, 25% of the outstanding principal balance was forgiven, and 1/48 of the original principal amount will be forgiven on the last day of each month thereafter, with the remaining outstanding principal balance of the loan forgiven on February 6, 2006, if Dr. Metcalf is still employed by the Company on those dates. Any acceleration of the loan or termination of Dr. MetcalfŐs employment relationship with the Company prior to the then-applicable forgiveness date will terminate and void any remaining right of Dr. Metcalf to receive any forgiveness of the then-outstanding principal balance of the loan. The entire unpaid principal balance of the loan may also, at the CompanyŐs election, become earlier due and payable upon the occurrence of certain events described in the promissory note.

4/9/2004 Proxy Information

Randal W. Scott was Chairman of Incyte Pharmaceuticals from August 2000 to December 2001, President from January 1997 until August 2000, as Chief Scientific Officer from March 1995 until August 2000, as Secretary from April 1991 until June 1998, as Executive Vice President of Incyte Pharmaceuticals from March 1995 until January 1997 and as Vice President of Research and Development from April 1991 through February 1995.

Roy A. Whitfield co-founded of Incyte Corporation and served as Chairman from November 2001 until June 2003 and as Chief Executive Officer between June 1993 and November 2001, as President from June 1991 until January 1997, and as Treasurer between April 1991 and October 1995.

In January 2002, in connection with his employment by the Company as President and Chief Scientific Officer, Robert B. Stein received an interest-free loan from the Company in the amount of $750,000 to be used toward the purchase of a residence in California. The loan is evidenced by a promissory note and secured by the residence, but is subordinated to a first mortgage on the property. Pursuant to the terms of the promissory note, upon termination of Dr. SteinŐs employment in August 2003, any entitlement to forgiveness of any amount of the outstanding principal balance of the note was voided, and the entire unpaid principal balance of the loan will, at the CompanyŐs election, become due on August 29, 2004, or upon the occurrence of certain other events described in the promissory note. In the event that Dr. Stein sells the residence securing the loan, the entire unpaid principal balance of the loan will become immediately due and payable from the proceeds of the sale.

In March 2002, in connection with his employment by the Company as Executive Vice President and Chief Drug Discovery Scientist, Brian W. Metcalf received an interest-free loan from the Company in the amount of $400,000 to be used for financing his residence in California. The loan is evidenced by a promissory note and secured by the residence. On February 6, 2003, 25% of the outstanding principal balance was forgiven, and 1/48 of the original principal amount will be forgiven on the last day of each month thereafter, with the remaining outstanding principal balance of the loan forgiven on February 6, 2006, if Dr. Metcalf is still employed by the Company on those dates. Any acceleration of the loan or termination of Dr. MetcalfŐs employment relationship with the Company prior to the then-applicable forgiveness date will terminate and void any remaining right of Dr. Metcalf to receive any forgiveness of the then-outstanding principal balance of the loan. The entire unpaid principal balance of the loan may also, at the CompanyŐs election, become earlier due and payable upon the occurrence of certain events described in the promissory note.

4/25/2003 Proxy Information

In January 2002, in connection with his employment by the Company as President and Chief Scientific Officer, Robert B. Stein received an interest-free loan from the Company in the amount of $750,000 to be used toward the purchase of a residence in California. The loan is evidenced by a promissory note and secured by the residence but is subordinated to a first mortgage on the property. On November 26, 2004, 50% of the outstanding principal balance will be forgiven, and the remaining outstanding principal balance of the loan will be forgiven on November 26, 2005, if Dr. Stein is still employed by the Company on those dates. Any acceleration of the loan or termination of Dr. SteinŐs employment relationship with the Company prior to the then-applicable forgiveness date will terminate and void any remaining right of Dr. Stein to receive any forgiveness of the then-outstanding principal balance of the loan.

In March 2002, in connection with his employment by the Company as Executive Vice President and Chief Drug Discovery Scientist, Brian W. Metcalf received an interest-free loan from the Company in the amount of $400,000 to be used for financing his residence in California. The loan is evidenced by a promissory note and secured by the residence. On February 6, 2003, 25% of the outstanding principal balance was forgiven, and 1/48 of the principal amount will be forgiven on the last day of each month thereafter, with the remaining outstanding principal balance of the loan forgiven on February 6, 2006, if Dr. Metcalf is still employed by the Company on those dates. Any acceleration of the loan or termination of Dr. MetcalfŐs employment relationship with the Company prior to the then-applicable forgiveness date will terminate and void any remaining right of Dr. Metcalf to receive any forgiveness of the then-outstanding principal balance of the loan.