Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^{F5,F4,F13,F14}	Feb 17, 2017	A	491,338	—	A	3,851,178	I	See Footnote
Common Stock^{F5,F4,F6,F13,F14}	Feb 17, 2017	A	502,779	—	A	4,353,957	I	See Footnote
Common Stock^{F7,F4,F13,F14}	Feb 17, 2017	A	4,487,412	—	A	24,245,586	I	See Footnote
Common Stock^{F7,F4,F8,F9,F13,F14}	Feb 17, 2017	A	4,896,067	—	A	29,141,653	I	See Footnote
Common Stock^{F10,F4,F13,F14}	Feb 17, 2017	A	111,514	—	A	645,423	I	See Footnote
Common Stock^{F10,F4,F11,F13,F14}	Feb 17, 2017	A	121,672	—	A	767,095	I	See Footnote
Common Stock^F1	holding	—	—		—	58,632	D
Common Stock^F2	holding	—	—		—	61,049	D
Common Stock^F3	holding	—	—		—	33,410	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
0.375% Convertible Senior Note due 2018^F5,F4,F12	$51.758	Feb 17, 2017	D	25,000,000	D	—	Nov 15, 2018	Common Stock	491,338	I
1.25% Convertible Senior Note due 2020^F5,F4,F12	$51.758	Feb 17, 2017	D	25,000,000	D	—	Nov 15, 2020	Common Stock	502,779	I
0.375% Convertible Senior Note due 2018^F7,F4,F12	$51.758	Feb 17, 2017	D	228,326,000	D	—	Nov 15, 2018	Common Stock	4,487,412	I
1.25% Convertible Senior Note due 2020^F7,F4,F12	$51.758	Feb 17, 2017	D	243,450,000	D	—	Nov 15, 2020	Common Stock	4,896,067	I
0.375% Convertible Senior Note due 2018^F10,F4,F12	$51.758	Feb 17, 2017	D	5,674,000	D	—	Nov 15, 2018	Common Stock	111,514	I
1.25% Convertible Senior Note due 2020^F10,F4,F12	$51.758	Feb 17, 2017	D	6,050,000	D	—	Nov 15, 2020	Common Stock	121,672	I

Explanation of responses

F1Reflects shares of common stock of Incyte Corporation (the "Issuer") held directly by Julian C. Baker.
F10Pursuant to the Exchange Agreement, 14159 exchanged $5,674,000 principal amount of 2018 Notes for 111,514 shares of common stock of the Issuer and exchanged $6,050,000 principal amount of 2020 Notes for 121,672 shares of common stock of the Issuer.
F11Following the transactions reported herein, as a result of Felix J. Baker's and Julian C. Baker's ownership interest in 14159 Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 767,095 shares of common stock of the Issuer beneficially owned by 14159, a limited partnership of which the sole general partner is 14159 Capital, L.P., a limited partnership of which the sole general partner is 14159 Capital (GP), LLC, due to 14159 Capital, L.P.'s right to receive an allocation of a portion of the profits from 14159. Includes beneficial ownership of 1,418 shares issued pursuant to the Stock Incentive Plan in lieu of director retainer fees and 75,000 shares received previously from exercise of 75,000 stock options of the Issuer that were issued to Julian C. Baker in his capacity as a director of the Issuer, of which the fund may be deemed to own a portion.
F12Immediately
F13The Adviser serves as the Investment Adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner.
F14Julian C. Baker and Felix J. Baker are principals of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.
F2Reflects shares of common stock of the Issuer held directly by Felix J. Baker.
F3Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in 33,410 shares of common stock of the Issuer directly held by FBB Associates. Julian C. Baker and Felix J. Baker are the sole partners of FBB Associates. Julian C. Baker and Felix J. Baker disclaim beneficial ownership of the securities held directly by FBB Associates except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that Julian C. Baker or Felix J. Baker is a beneficial owner of such securities for purposes of Section 16 or any other purpose.
F4On February 17, 2017, the Issuer entered into a letter agreement with 667, L.P. ("667"), Baker Brothers Life Sciences, L.P. ("Life Sciences") and 14159, L.P. ("14159" and together with 667 and Life Sciences, the "Funds") for the exchange of $533.5 million aggregate principal amount of its convertible senior notes ("Exchange Agreement") consisting of $259 million aggregate principal amount of 0.375% convertible Senior Notes due November 15, 2018 (the "2018 Notes") and $274.5 million aggregate principal amount of 1.25% convertible senior notes due November 15, 2020 (the "2020 Notes") in exchange for an aggregate of 10,610,782 shares of common stock of the Issuer. The shares of common stock of the Issuer issued in exchange for the 2018 and 2020 Notes represent the number of shares into which these notes were convertible together with an additional negotiated number of shares.
F5Pursuant to the Exchange Agreement, 667 exchanged $25,000,000 principal amount of 2018 Notes for 491,338 shares of common stock of the Issuer and exchanged $25,000,000 principal amount of 2020 Notes for 502,779 shares of common stock of the Issuer.
F6Following the transactions reported herein, as a result of Felix J. Baker's and Julian C. Baker's ownership interest in Baker Biotech Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 4,353,957 shares of common stock of the Issuer beneficially owned by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP),LLC, due to Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. Includes beneficial ownership of 1,418 shares issued pursuant to the Stock Incentive Plan in lieu of director retainer fees and 75,000 shares received previously from exercise of 75,000 stock options of the Issuer that were issued to Julian C. Baker in his capacity as a director of the Issuer, of which the fund may be deemed to own a portion.
F7Pursuant to the Exchange Agreement, Life Sciences exchanged $228,326,000 principal amount of 2018 Notes for 4,487,412 shares of common stock of the Issuer and exchanged $243,450,000 principal amount of 2020 Notes for 4,896,067 shares of common stock of the Issuer.
F8Following the transactions reported herein, as a result of Felix J. Baker's and Julian C. Baker's ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest 29,141,653 shares of common stock of the Issuer beneficially owned by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
F9Includes beneficial ownership of 1,418 shares issued pursuant to the Stock Incentive Plan in lieu of director retainer fees and 75,000 shares received previously from exercise of 75,000 stock options of the Issuer that were issued to Julian C. Baker in his capacity as a director of the Issuer, of which the fund may be deemed to own a portion.

Remarks

Julian C. Baker is a director of Incyte Corporation (the "Issuer"). By virtue of his representation on the Board of Directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization of the Issuer.