INCYTE CORPORATION AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN: NONSTATUTORY STOCK OPTION AGREEMENT FOR OUTSIDE DIRECTORS

Exhibit 10.24

INCYTE CORPORATION

AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN:

NONSTATUTORY STOCK OPTION AGREEMENT

FOR OUTSIDE DIRECTORS

Nonstatutory Stock Option	This option is not intended to be an incentive stock option under section 422 of the Internal Revenue Code.
Vesting	Your right to exercise this option vests as shown on the Notice of Grant of Stock Options (the “cover sheet”). If this option award is an initial grant made under Section 12(a) of the Plan, the first installment consists of 25% of the total number of shares covered by this option.  It becomes exercisable on the “full vest” date shown on the cover sheet.  Each of the subsequent installments consists of 2.08333% of the total number of shares covered by this option.  The subsequent installments become exercisable at the end of each of the 36 months following the full vest date of the first installment.  The number of shares in each installment will be rounded to the nearest whole number. If this option award is an annual grant made under Section 12(b) of the Plan, it becomes exercisable on the first anniversary of the date of grant or, if earlier, immediately prior to the next regular annual meeting of Incyte’s stockholders.  Any portion of an annual grant made under Section 12(b) of the Plan that is outstanding will become immediately exercisable in full upon a Change in Control (as defined in the Plan). No additional shares subject to this option will vest after your service with Incyte has terminated for any reason.
Term	Your option will expire in any event at the close of business at Incyte headquarters on the day before the 10th anniversary of the Date of Grant, as shown on the cover sheet.  (It will expire earlier if your Incyte service terminates, as described below.)
Regular Termination or Disability	If your service as a director of Incyte terminates for any reason other than death, your option will expire at the close of business at Incyte headquarters on whichever of the following dates applies to you: · 24 months after your service terminates, if the termination occurs because of your total and permanent disability (as defined below); · 36 months after your service terminates, if the termination occurs because of your retirement from the Board of Directors

	after you have reached a combined 70 years of age and service as a director and, as applicable, employee of Incyte and have completed at least 5 years of service as a director of Incyte (“full retirement”); or · 6 months after your service terminates, if the termination occurs because of any reason other than your total and permanent disability, full retirement or death. “Total and permanent disability” means that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted, or can be expected to last, for a continuous period of not less than one year. Incyte determines when your service terminates for any purpose under this option award and the Plan.
Death	If you die while serving as a director of Incyte then your option will expire at the close of business at Incyte headquarters on the date 24 months after the date of death.  During that 24-month period, your beneficiary designated under the Plan (if any) or your estate or heirs may exercise the vested portion of your option.
Restrictions on Exercise	Incyte will not permit you to exercise this option if the Board of Directors or its delegate determines, in its sole and absolute discretion, that the issuance of shares at that time could violate any law or regulation.
Notice of Exercise	When you wish to exercise this option, you must notify Incyte by filing the proper “Notice of Exercise” form at the address given on the form. Your notice must specify how many shares you wish to purchase.  Your notice must also specify how your shares should be registered (in your name only or in your and your spouse’s names as community property or as joint tenants with right of survivorship).  The notice will be effective when it is received by Incyte. If someone else wants to exercise this option after your death, that person must prove to Incyte’s satisfaction that he or she is entitled to do so.
Form of Payment	When you submit your notice of exercise, you must include payment of the option price for the shares you are purchasing.  Payment may be made in one (or a combination of two or more) of the following forms: · Your personal check, a cashier’s check or a money order.

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	· Irrevocable directions to a securities broker approved by Incyte to sell your option shares and to deliver all or a portion of the sale proceeds to Incyte in payment of the option price and withholding taxes, if any.  (The balance of the sale proceeds, if any, will be delivered to you.)  The directions must be given by signing a special “Notice of Exercise” form provided by Incyte. · Certificates for Incyte stock that you have owned for at least 6 months, along with any forms needed to effect a transfer of the shares to Incyte.  The value of the shares, determined as of the effective date of the option exercise, will be applied to the option price. A form of payment will not be available if the Board of Directors or its delegate determines, in its sole and absolute discretion, that such form of payment could violate any law or regulation.
Automatic Exercise at Expiration	If any portion of this option remains outstanding on the scheduled expiration date or an earlier expiration date resulting from your termination of service or death, and the option is “in the money” on that date (that is, the fair market value of one share of Incyte common stock on that date exceeds the option price per share), then this option will be automatically exercised on the expiration date for the remaining shares subject to the option on a “net exercise” basis without any further action on your part.  If the expiration date is not a business day, the “net exercise” will occur on the first preceding business day. The “net exercise” will involve Incyte’s withholding a number of the shares otherwise issuable upon exercise of this option.  The withheld shares will have a fair market value sufficient to cover the aggregate option price for the shares being purchased under this option.  The net shares remaining after this withholding will then be issued to you, provided there is a least one whole share remaining after the withholding.  The “net exercise” will not be given effect if it would result in your being issued only a fractional share.
Withholding Taxes	You will not be allowed to exercise this option unless you make acceptable arrangements, satisfactory to Incyte, to pay any withholding taxes that may be due as a result of the option exercise.
Restrictions on Resale	By signing the cover sheet of this Agreement, you agree not to sell any option shares at a time when applicable laws or Incyte policies prohibit a sale.  This restriction will apply as long as you are a director of Incyte.
Transfer of Option	Prior to your death, only you may exercise this option.  You cannot

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	transfer or assign this option.  For instance, you may not sell this option or use it as security for a loan.  If you attempt to do any of these things, this option will immediately become invalid.  You may, however, designate a family member or family trust as your beneficiary to exercise this option after your death (your designation must be in writing and delivered to Incyte), or you may dispose of this option in your will. Regardless of any marital property settlement agreement, Incyte is not obligated to honor a notice of exercise from your former spouse, nor is Incyte obligated to recognize your former spouse’s interest in your option in any other way.
Retention Rights	Neither your option nor this Agreement gives you the right to be elected as, or to be nominated for election as a director of Incyte or to remain a director of Incyte.
Stockholder Rights	You, or your estate or heirs, have no rights as a stockholder of Incyte until a certificate for your option shares has been issued.  No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued, except as described in the Plan.
Recovery and Reimbursement of Option Gain	Incyte shall have the right to recover, or receive reimbursement for, any compensation or profit realized by the exercise of this option or by the disposition of any option shares to the extent Incyte has such a right of recovery or reimbursement under applicable securities laws.
Adjustments	In the event of a stock split, a stock dividend or a similar change in Incyte stock, the number of shares covered by this option and the exercise price per share may be adjusted pursuant to the Plan.
Applicable Law	This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to its choice of law provisions).
The Plan and Other Agreements	The text of the Incyte Corporation 2010 Stock Incentive Plan (the “Plan”) is incorporated in this Agreement by reference.  All capitalized terms not defined in this Agreement are subject to definition under the Plan.  If there is any discrepancy between the terms and conditions of this Agreement and the terms and conditions of the Plan, the terms and conditions of the Plan shall control. This Agreement, cover sheet and the Plan constitute the entire understanding between you and Incyte regarding this option.  Any prior agreements, commitments or negotiations concerning this option are

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superseded.  This Agreement may be amended by the Board of Directors or its delegate without your consent; however, if such amendment would materially impair your rights or obligations under the Agreement, this Agreement may be amended only by another written agreement, signed by you and Incyte.

By signing the cover sheet of this Agreement, you agree to all

of the terms and conditions described above and in the Plan.

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