INCYTE CORPORATION (NASDAQ:INCY) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive
Agreement.

On February14, 2017, the License, Development and
Commercialization Agreement dated as of January9, 2015 (the
Collaboration Agreement) between Incyte Corporation and a
wholly-owned subsidiary thereof (collectively, the Company) and
Agenus Inc. and its wholly-owned subsidiary, Agenus Switzerland
Inc. (formerly known as 4-Antibody AG) (together, Agenus), was
amended (the Amendment).

Under the terms of the Collaboration Agreement, the Company
received exclusive worldwide development and commercialization
rights to four checkpoint modulators directed against GITR, OX40,
LAG-3 and TIM-3. In addition to the initial four program targets,
the Company and Agenus have the option to jointly nominate and
pursue additional targets within the framework of the
collaboration, and in November2015, three more targets were
added. The programs relating to GITR and OX40, as well as two of
the undisclosed targets, were profit-share programs and the
programs relating to LAG-3 and TIM-3 and one of the undisclosed
targets were royalty-bearing programs. Under the Collaboration
Agreement, targets may be designated profit-share programs, where
all costs and profits are shared equally by the Company and
Agenus, or royalty-bearing programs, where the Company is
responsible for all costs associated with discovery, preclinical
activities, clinical development and commercialization
activities.

Under the Amendment, the programs relating to GITR and OX40 were
converted to royalty-bearing programs so that, should candidates
from either of these two programs be approved, Agenus would now
become eligible to receive 15% royalties on global net sales as
opposed to the tiered royalties ranging from 6% to 12% applicable
to other royalty-bearing programs. In addition, the profit-share
programs relating to the two undisclosed targets were removed
from the collaboration, with one reverting to the Company and one
to Agenus. Should any of those programs be successfully developed
by a party, the other party will be eligible to receive the same
milestone payments as the royalty-bearing programs and royalties
at a 15% rate on global net sales. The Amendment also permits
each party to advance multispecific antibodies independently or
with third parties in all indications and gives the Company
exclusive rights and all decision-making authority for
manufacturing, development, and commercialization with respect to
all royalty-bearing programs. Further, under the Amendment, the
Company paid Agenus accelerated milestone payments totaling $20
million relating to the clinical development of the GITR and OX40
programs. Agenus is now eligible to receive up to an additional
$510 million in future contingent development, regulatory and
commercialization milestones across all programs in the
collaboration.

In addition, on February14, 2017, the Company entered into a
Stock Purchase Agreement with Agenus Inc. (the Stock Purchase
Agreement), to which the Company purchased 10 million shares of
Agenus Inc. common stock (the Shares) for an aggregate purchase
price of $60 million in cash, or $6.00 per share. The Company now
owns approximately 18.1% of the outstanding shares of Agenus Inc.
common stock after such purchase. Under the Stock Purchase
Agreement, the Company has agreed not to dispose of any of the
Shares for a period of 12 months and to vote the Shares in
accordance with the recommendations of the Agenus board of
directors in connection with certain equity incentive plan or
compensation matters for a period of 18 months, and Agenus Inc.
has agreed to certain registration rights with respect to the
Shares. Under the Amendment, the parties also revised the
existing standstill provision to permit the Companys acquisition
of the Shares, but the Company is precluded from acquiring any
additional shares of Agenus Inc.s voting stock until December31,
2019.

The foregoing descriptions of the Amendment and Stock Purchase
Agreement do not purport to be complete and are qualified in
their entirety by reference to such agreements, copies of which
the Company expects to file as exhibits to the Companys Quarterly
Report on Form10-Q for the quarter ending March31, 2017.

Item 7.01 Regulation FD
Disclosure.

On February14, 2017, the Company and Agenus issued a press
release relating to the Amendment and Stock Purchase Agreement. A
copy of the press release is furnished herewith as Exhibit99.1.

About INCYTE CORPORATION (NASDAQ:INCY)

Incyte Corporation is a biopharmaceutical company. The Company is focused on the discovery, development and commercialization of therapeutics to treat medical needs, primarily in oncology. The Company focuses on the research and development program to explore the inhibition of enzymes called janus associated kinases (JAK). The Company’s pipeline includes compounds in various stages, ranging from preclinical to late stage development, and a commercialized product, JAKAFI (ruxolitinib). The Company has discovered multiple potent, selective and orally bioavailable JAK inhibitors that are selective for JAK1 or JAK1 and JAK2. JAKAFI is the compound in its JAK program, which is an oral JAK1 and JAK2 inhibitor. JAKAFI orphan drug is indicated for Myelofibrosis (MF), Polycythemia Vera (PV) and essential thrombocythemia. The Company’s second oral JAK1 and JAK2 inhibitor is baricitinib.

INCYTE CORPORATION (NASDAQ:INCY) Recent Trading Information

INCYTE CORPORATION (NASDAQ:INCY) closed its last trading session up +2.17 at 123.32 with 1,869,498 shares trading hands.