0001193125-04-069701 Sample Contracts

REGISTRATION RIGHTS AGREEMENT dated as of February 19, 2004 between INCYTE CORPORATION and MORGAN STANLEY & CO. INCORPORATED, as representative of the Initial Purchasers
Registration Rights Agreement • April 26th, 2004 • Incyte Corp • Services-commercial physical & biological research • New York

REGISTRATION RIGHTS AGREEMENT dated as of February 19, 2004 between Incyte Corporation, a Delaware corporation (the “Company”), and Morgan Stanley & Co. Incorporated, as representative of the several initial purchasers listed on Schedule I (the “Initial Purchasers”) to the Purchase Agreement dated February 12, 2004 (the “Purchase Agreement”) with the Company. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.

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