0001104659-16-162612.txt : 20161216 0001104659-16-162612.hdr.sgml : 20161216 20161216161553 ACCESSION NUMBER: 0001104659-16-162612 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161213 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20161216 DATE AS OF CHANGE: 20161216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INCYTE CORP CENTRAL INDEX KEY: 0000879169 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 943136539 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12400 FILM NUMBER: 162056484 BUSINESS ADDRESS: STREET 1: 1801 AUGUSTINE CUT-OFF CITY: WILMINGTON STATE: DE ZIP: 19803 BUSINESS PHONE: 3024986700 MAIL ADDRESS: STREET 1: 1801 AUGUSTINE CUT-OFF CITY: WILMINGTON STATE: DE ZIP: 19803 FORMER COMPANY: FORMER CONFORMED NAME: INCYTE CORP DATE OF NAME CHANGE: 20030318 FORMER COMPANY: FORMER CONFORMED NAME: INCYTE GENOMICS INC DATE OF NAME CHANGE: 20000710 FORMER COMPANY: FORMER CONFORMED NAME: INCYTE PHARMACEUTICALS INC DATE OF NAME CHANGE: 19930902 8-K 1 a16-23330_18k.htm 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 13, 2016

 

INCYTE CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware
(State or Other Jurisdiction of
Incorporation)

 

001-12400
(Commission File Number)

 

94-3136539
(I.R.S. Employer
Identification No.)

 

1801 Augustine Cut-Off

 

 

Wilmington, DE

 

19803

(Address of principal executive offices)

 

(Zip Code)

 

(302) 498-6700

(Registrant’s telephone number,
including area code)

 

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 1.01   Entry Into a Material Definitive Agreement.

 

Effective December 13, 2016, Incyte Corporation (“Incyte”) and Eli Lilly and Company (“Lilly”) entered into an amendment (the “Lilly Amendment”) to the License, Development and Commercialization Agreement, entered into as of December 18, 2009, and as previously amended, between Incyte and Lilly (the “Lilly License Agreement”). Under the Lilly Amendment, the milestone provisions of the Lilly License Agreement have been amended to provide that the $65 million milestone payment from Lilly to Incyte that was initially to be triggered upon a positive recommendation by the Committee for Medicinal Products for Human Use at the European Medicines Agency will now be triggered by the receipt of marketing authorization for baricitinib by the European Commission.

 

The foregoing description of the Lilly Amendment does not purport to be complete and is qualified in its entirety by reference to the Lilly Amendment, a copy of which Incyte expects to file as an exhibit to Incyte’s Annual Report on Form 10-K for the year ending December 31, 2016.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: December 16, 2016

 

 

INCYTE CORPORATION

 

 

 

 

 

By:

/s/ Eric H. Siegel

 

 

Eric H. Siegel

 

 

Executive Vice President and

 

 

General Counsel

 

 

 

 

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