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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
BAKER JULIAN
(Last) (First) (Middle)
667 MADISON AVENUE
(Street)
NEW YORK NY 10021
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
INCYTE CORP [ INCY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/25/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/25/2006 J(1) 1,105,590 D $0 0 I See Footnote(2)
Common Stock 04/25/2006 J(1) 84,112 D $0 0 I See Footnote(3)
Common Stock 04/25/2006 J(1) 14,235 D $0 0 I See Footnote(4)
Common Stock 04/25/2006 J(1) 1,203,937 A $0 1,278,127 I See Footnote(5)
Common Stock 179,008 I See Footnote(6)
Common Stock 282,106 I See Footnote(7)
Common Stock 1,574,829 I See Footnote(8)
Common Stock 16,705 I See Footnote(9)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
3.5% Convertible Subordinated Notes due 2011 $11.2185 04/25/2006 J(1) 7,207,000 02/19/2004 02/15/2011 Common Stock 642,421 $0 0 I See Footnote(2)
3.5% Convertible Subordinated Notes due 2011 $11.2185 04/25/2006 J(1) 444,000 02/19/2004 02/15/2011 Common Stock 39,577 $0 0 I See Footnote(3)
3.5% Convertible Subordinated Notes due 2011 $11.2185 04/25/2006 J(1) 516,000 02/19/2004 02/15/2011 Common Stock 45,955 $0 0 I See Footnote(4)
3.5% Convertible Subordinated Notes due 2011 $11.2185 04/25/2006 J(1) 8,167,000 02/19/2004 02/15/2011 Common Stock 727,953 $0 10,864,000 I See Footnote(5)
3.5% Convertible Subordinated Notes due 2011 $11.2185 02/19/2004 02/15/2011 Common Stock 30,574 343,000 I See Footnote(7)
3.5% Convertible Subordinated Notes due 2011 $11.2185 02/19/2004 02/15/2011 Common Stock 694,656 7,793,000 I See Footnote(8)
Explanation of Responses:
1. See Note 1 in Exhibit 99.1.
2. See Note 2 in Exhibit 99.1.
3. See Note 3 in Exhibit 99.1.
4. See Note 4 in Exhibit 99.1.
5. See Note 5 in Exhibit 99.1.
6. See Note 6 in Exhibit 99.1.
7. See Note 7 in Exhibit 99.1.
8. See Note 8 in Exhibit 99.1.
9. See Note 9 in Exhibit 99.1.
/s/ Julian C. Baker 04/28/2006
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
Explanation of Responses:

      (1)   On April 25, 2006, Baker Biotech Fund II, L.P., Baker Biotech Fund
            II (Z), L.P. and Baker Biotech Fund III (Z), L.P. were merged with
            and into Baker Biotech Fund III, L.P. which changed its name
            simultaneously therewith to Baker Brothers Life Sciences, L.P.
            Simultaneously therewith, Baker Biotech Capital II, L.P., Baker
            Biotech Capital II (Z), L.P., and Baker Biotech Capital III (Z),
            L.P., the general partners of Baker Biotech Fund II, L.P., Baker
            Biotech Fund II (Z), L.P. and Baker Biotech Fund III (Z), L.P.,
            respectively, were merged with and into Baker Biotech Capital III,
            L.P., the general partner of Baker Biotech Fund III, L.P., and Baker
            Biotech Capital III, L.P. changed its name simultaneously therewith
            to Baker Brothers Life Sciences Capital, L.P. In addition,
            simultaneously therewith, Baker Biotech Capital II (GP), LLC, Baker
            Biotech Capital II (Z)(GP), LLC, and Baker Biotech Capital III
            (Z)(GP), LLC, the general partners of Baker Biotech Capital II,
            L.P., Baker Biotech Capital II (Z), L.P., and Baker Biotech Capital
            III (Z), L.P., respectively, were merged with and into Baker Biotech
            Capital III (GP), LLC, the general partner of Baker Biotech Capital
            III, L.P. and Baker Biotech Capital III (GP), LLC changed its name
            simultaneously therewith to Baker Brothers Life Sciences Capital
            (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling
            members of Baker Biotech Capital II (GP), LLC, Baker Biotech Capital
            II (Z)(GP), LLC, Baker Biotech Capital III (Z)(GP), LLC and Baker
            Brothers Life Sciences Capital (GP), LLC, and may have a pecuniary
            interest in securities held by them. Such pecuniary interest, if
            any, was unchanged as a result of the mergers referred to herein.
            Julian C. Baker disclaims beneficial ownership of the securities
            reported herein except to the extent of his pecuniary interest, if
            any, therein.

      (2)   Represents securities owned directly by Baker Biotech Fund II, L.P.

      (3)   Represents securities owned directly by Baker Biotech Fund II (Z),
            L.P.

      (4)   Represents securities owned directly by Baker Biotech Fund III (Z),
            L.P.

      (5)   Represents securities owned directly by Baker Brothers Life
            Sciences, L.P. (formerly known as Baker Biotech Fund III, L.P.).

      (6)   Represents securities owned directly by Baker Tisch Investments,
            L.P.

      (7)   Represents securities owned directly by Baker Bros. Investments,
            L.P. and Baker Bros. Investments II, L.P.

      (8)   Represents securities owned directly by Baker Biotech Fund I, L.P.

      (9)   Represents securities owned directly by FBB Associates, a general
            partnership in which Julian C. Baker has a one-half interest.