Confidential Treatment Requested. Confidential portions of this document have been redacted and have been
separately filed with the Commission.
This Amendment (“Amendment”) is entered into effective June 22, 2010 (the “Amendment Effective Date”) by
and between Incyte Corporation, a Delaware Corporation having an office at Experimental Station, Route
141 & Henry Clay Road, Wilmington, Delaware (“Incyte”), and Eli Lilly and Company (“Lilly”), an Indiana
corporation having an office at Lilly Corporate Center, Indianapolis, Indiana 46285.
A. Incyte and Lilly are parties to a License, Development and Commercialization Agreement
(“Agreement”), effective December 18, 2010 (“Effective Date”) pursuant to which Incyte has granted
Lilly an exclusive license to develop and commercialize Licensed Compounds and Licensed Products in
B. The parties now desire to amend the Agreement to ***.
C. Unless otherwise defined herein, all capitalized terms appearing in this Amendment shall have the
meaning as set forth in the Agreement.
The parties hereby agree as follows:
1. Section 4.2(b)(ii) of the Agreement is hereby amended and restated to read in its entirety as follows:
“Within ***, Lilly shall complete the first patient visit for the first patient in a Phase IIb Study of the Initial
Lead Compound for rheumatoid arthritis; provided that (1) the *** study results from the Phase IIa Study
INCB28050-201 supports initiation; (2) the clinical trial protocol is approved and does not require any
specialized equipment, testing, or site preparation; (3) the clinical trial material is acceptable; (4) there are no
delays caused by a Regulatory Authority; (5) there are no delays caused by a contract research organization that
could not have been reasonably avoided by Lilly; and (6) there are no other factors that cause a delay that could
not have been reasonab