S-8

As filed with the Securities and Exchange Commission on June 16, 2009.

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

INCYTE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	94-3136539
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
Experimental Station, Route 141 &
Henry Clay Road,
Building E336
Wilmington, Delaware	19880
(Address of Principal Executive Offices)	(Zip Code)

1993 DIRECTORS’ STOCK OPTION PLAN OF INCYTE CORPORATION

(Full title of the plan)

PAUL A. FRIEDMAN	Copy to:
President and Chief Executive Officer	STANTON D. WONG
Incyte Corporation	Pillsbury Winthrop Shaw Pittman LLP
Experimental Station, Route 141 & Henry	P.O. Box 7880
Clay Road, Building E336	San Francisco, CA 94120
Wilmington, Delaware	(415) 983-1000
(302) 498-6700
(Name, address and telephone number,
including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer x
Non-accelerated filer o	Smaller reporting company o
(Do not check if a smaller  reporting company)

CALCULATION OF REGISTRATION FEE

Title of	Amount	Proposed Maximum		Proposed		Amount of
Securities To	To Be	Offering Price		Maximum Aggregate		Registration
Be Registered	Registered(1)	per Share(2)		Offering Price(2)		Fee
Common Stock, $.001 par value per share	75,000 shares	$	3.38	$	253,000	$	15

(1)Calculated pursuant to General Instruction E to Form S-8.

(2)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1), based upon the average of the high and low sales prices of the Registrant’s Common Stock on The Nasdaq Global Market on June 11, 2009.

INFORMATION REQUIRED PURSUANT

TO GENERAL INSTRUCTION E TO FORM S-8

General Instruction E Information

This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective.

The Registrant’s Form S-8 Registration Statements filed with the Securities and Exchange Commission on March 10, 1994 (File No. 33-76236), June 20, 1995 (File No. 33-93668), June 28, 2002 (File No. 333-91556) and June 21, 2005 (File No. 333-125995) are hereby incorporated by reference.

Part II

Information Required in the Registration Statement

Item 3.Incorporation of Documents by Reference.

The following documents previously filed by Registrant with the Commission are hereby incorporated by reference in this Registration Statement:

(1)Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008;

(2)Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009;

(3)Registrant’s Current Reports on Form 8-K filed on January 5, 2009, February 6, 2009, March 12, 2009, May 21, 2009 and May 28, 2009; and

(4)The description of the Common Stock contained in Registrant’s Registration Statement on Form 8-A filed January 5, 1996.

In addition, all documents subsequently filed by Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.  The Registrant is not, however, incorporating, in each case, any documents or information that the Registrant is deemed to furnish and not file in accordance with Securities and Exchange Commission rules.

Items 8.Exhibits

Exhibit Number	Exhibit
5.1	Opinion of Pillsbury Winthrop Shaw Pittman LLP.
23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.2	Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1).

1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, State of Delaware, on June 16, 2009.

INCYTE CORPORATION.
By	/s/ PAUL A. FRIEDMAN
	Paul A. Friedman
	President and Chief Executive Officer
	(Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Paul A. Friedman, David C. Hastings, and Patricia A. Schreck, and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
/s/ PAUL A. FRIEDMAN	President, Chief Executive Officer (Principal Executive	June 16, 2009
Paul A. Friedman	Officer) and Director
/s/ DAVID C. HASTINGS	Executive Vice President and Chief Financial Officer	June 16, 2009
David C. Hastings	(Principal Financial Officer)
/s/ LAURENT CHARDONNET	Vice President, Finance and Treasurer (Principal	June 16, 2009
Laurent Chardonnet	Accounting Officer)
/s/ RICHARD U. DE SCHUTTER	Chairman	June 16, 2009
Richard U. De Schutter

2

/s/ BARRY M. ARIKO	Director	June 16, 2009
Barry M. Ariko
/s/ JULIAN C. BAKER	Director	June 16, 2009
Julian C. Baker
/s/ PAUL A. BROOKE	Director	June 16, 2009
Paul A. Brooke
/s/ JOHN F. NIBLACK	Director	June 16, 2009
John F. Niblack
/s/ ROY A. WHITFIELD	Director	June 16, 2009
Roy A. Whitfield

3

INDEX TO EXHIBITS

Exhibit
Number	Description of Exhibit
5.1	Opinion of Pillsbury Winthrop Shaw Pittman LLP.
23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.2	Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1).

4

EX-5.1

Exhibit 5.1

PILLSBURY WINTHROP SHAW PITTMAN LLP

50 Fremont Street

San Francisco, California 94105

June 16, 2009

Incyte Corporation

Experimental Station

Route 141 & Henry Clay Road

Building E336

Wilmington, Delaware 19880

Re:Registration Statement on Form S-8

Ladies and Gentlemen:

We are acting as counsel for Incyte Corporation, a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) relating to the registration under the Securities Act of 1933 (the “Act”) of 75,000 shares of the Company’s Common Stock, $.001 par value per share (the “Shares”), issuable pursuant to the 1993 Directors’ Stock Option Plan of Incyte Corporation (the “Plan”).

We have reviewed and are familiar with such corporate proceedings and other matters as we have deemed necessary for this opinion.  Based upon the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and sold in accordance with the Plan, will be validly issued, fully paid and nonassessable.  This opinion is limited to matters governed by the General Corporation Law of the State of Delaware.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement.  In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ PILLSBURY WINTHROP SHAW PITTMAN LLP

EX-23.1

Exhibit 23.1

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1993 Directors’ Stock Option Plan of Incyte Corporation, of our reports dated February 24, 2009, with respect to the consolidated financial statements and schedule of Incyte Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2008 and the effectiveness of internal control over financial reporting of Incyte Corporation filed with the Securities and Exchange Commission.

	/s/ ERNST & YOUNG LLP
Philadelphia, PA
June 16, 2009