---

(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 85% of the average of the high and low sales prices of the Company’s Common Stock on the Nasdaq National Market on June 26, 2002. Pursuant to the Employee Stock Purchase Plan, the purchase price of a share of common stock shall mean an amount equal to 85% of the Fair Market Value of a share of common stock on the Enrollment Date or the Exercise Date, whichever is lower.

(3)

Associated with the Common Stock are Series A Participating Preferred Stock Purchase Rights that will not be exercisable or evidenced separately from the Common Stock prior to the occurrence of certain events.

---

---

---

(1)

Registrant’s Annual Report on Form 10-K (File No. 0-27488) for the fiscal year ended December 31, 2001;

(2)

Registrant’s Quarterly Report on Form 10-Q (File No. 0-27488) for the quarter ended March 31, 2002;

(3)

Registrant’s current report on Form 8-K (File No. 0-27488) filed June 28, 2002;

(4)

The description of the Common Stock contained in Registrant’s Registration Statement on Form 8-A filed January 6, 1996 (File No. 0-27488); and

(5)

The description of the Series A Participatory Preferred Stock Purchase Rights contained in Registrant’s Registration Statement on Form 8-A filed September 30, 1998 (File No. 0-27488).

---

---

---

                                                                    Exhibit 99.1

                              INCYTE GENOMICS, INC.

                        1997 EMPLOYEE STOCK PURCHASE PLAN

                           (as amended April 22, 2002)

     The following constitute the provisions of the 1997 Employee Stock Purchase
Plan of Incyte Genomics, Inc. (formerly Incyte Pharmaceuticals, Inc.), as
amended April 22, 2002.

1. Purpose.

     The purpose of the Plan is to provide employees of the Company and its
Designated Subsidiaries with an opportunity to purchase Common Stock of the
Company through accumulated payroll deductions. It is the intention of the
Company to have the Plan qualify as an "Employee Stock Purchase Plan" under
Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of
the Plan, accordingly, shall be construed so as to extend and limit
participation in a manner consistent with the requirements of that section of
the Code.

2. Definitions.

     (a) "Board" shall mean the Board of Directors of the Company.

     (b) "Code" shall mean the Internal Revenue Code of 1986, as amended.

     (c) "Common Stock" shall mean the Common Stock, $.001 par value, of Incyte
Genomics, Inc.

     (d) "Company" shall mean Incyte Genomics, Inc. and any Designated
Subsidiary of the Company.

     (e) "Compensation" shall mean all cash salary, wages, commissions and
bonuses, but shall not include any imputed income or income arising from the
exercise or disposition of equity compensation.

     (f) "Effective Date" shall mean April 22, 2002.

     (g) "Designated Subsidiary" shall mean any Subsidiary which has been
designated by the Board from time to time in its sole discretion as eligible to
participate in the Plan.

     (h) "Employee" shall mean any individual who is an Employee of the Company
for tax purposes whose customary employment with the Company is at least twenty
(20) hours per week and more than five (5) months in any calendar year. For
purposes of the Plan, the employment relationship shall be treated as continuing
intact while the individual is on sick leave or other leave of absence approved
by the Company. Where the period of leave exceeds 90 days and the individual's
right to reemployment is not guaranteed either by statute or by contract, the
employment relationship shall be deemed to have terminated on the 91st day of
such leave.

     (i) "Enrollment Date" shall mean the first day of each Offering Period.



     (j) "Exercise Date" shall mean the last Trading Day of each Purchase
Period.

     (k) "Fair Market Value" shall mean, as of any date, the value of Common
Stock determined as follows:

         (1)  If the Common Stock is listed on any established stock exchange
              or a national market system, including without limitation The
              Nasdaq National Market or The Nasdaq SmallCap Market of The
              Nasdaq Stock Market, its Fair Market Value shall be the closing
              sales price for such stock (or the closing bid, if no sales were
              reported) as quoted on such exchange or system on the date of
              determination, as reported in The Wall Street Journal or such
              other source as the Administrator deems reliable; or

         (2)  If the Common Stock is regularly quoted by a recognized
              securities dealer but selling prices are not reported, its Fair
              Market Value shall be the mean of the closing bid and asked
              prices for the Common Stock on the date of such determination, as
              reported in The Wall Street Journal or such other source as the
              Board deems reliable; or

         (3)  In the absence of an established market for the Common Stock, the
              Fair Market Value thereof shall be determined in good faith by
              the Board.

     (l) "Offering Periods" shall mean the periods of approximately twenty-four
(24) months during which an option granted pursuant to the Plan may be
exercised, commencing on the first Trading Day on or after May 1 and November 1
of each year and terminating on the last Trading Day in the periods ending
twenty-four months later. The duration and timing of Offering Periods may be
changed pursuant to Section 4 of this Plan.

     (m) "Plan" shall mean this Employee Stock Purchase Plan.

     (n) "Purchase Price" shall mean an amount equal to 85% of the Fair Market
Value of a share of Common Stock on the Enrollment Date or on the Exercise Date,
whichever is lower.

     (o) "Purchase Period" shall mean the approximately six-month period
commencing after one Exercise Date and ending with the next Exercise Date,
except that the first Purchase Period of any Offering Period shall commence on
the Enrollment Date and end with the next Exercise Date.



     (p) "Reserves" shall mean the number of shares of Common Stock covered by
each option under the Plan which have not yet been exercised and the number of
shares of Common Stock which have been authorized for issuance under the Plan
but not yet placed under option.

     (q) "Subsidiary" shall mean a corporation, domestic or foreign, of which
not less than 50% of the voting shares are held by the Company or a Subsidiary,
whether or not such corporation now exists or is hereafter organized or acquired
by the Company or a Subsidiary.

     (r) "Trading Day" shall mean a day on which national stock exchanges and
The Nasdaq National Market (or any successor market system) are open for
trading.

3. Eligibility.

     (a) Any Employee who has been employed by the Company for one month or more
on a given Enrollment Date shall be eligible to participate in the Plan.

     (b) Any provisions of the Plan to the contrary notwithstanding, no Employee
shall be granted an option under the Plan (i) to the extent that, immediately
after the grant, such Employee (or any other person whose stock would be
attributed to such Employee pursuant to Section 424(d) of the Code) would own
capital stock of the Company and/or hold outstanding options to purchase such
stock possessing five percent (5%) or more of the total combined voting power or
value of all classes of the capital stock of the Company or of any Subsidiary,
or (ii) to the extent that his or her rights to purchase stock under all
employee stock purchase plans of the Company and its subsidiaries accrues at a
rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of stock
(determined at the fair market value of the shares at the time such option is
granted) for each calendar year in which such option is outstanding at any time.

4. Offering Periods.

     The Plan shall be implemented by consecutive, overlapping Offering Periods
with a new Offering Period commencing on the first Trading Day on or after May 1
and November 1 each year, or on such other dates as the Board shall determine,
and continuing thereafter until terminated in accordance with Section 19 hereof.
The Board or a committee thereof shall have the power to change the duration of
Offering Periods (including the commencement dates thereof) and Purchase Periods
thereunder with respect to future offerings without stockholder approval if such
change is announced at least five (5) days prior to the scheduled beginning of
the first Offering Period to be affected thereafter.

5. Participation.

     (a) An eligible Employee may become a participant in the Plan by completing
a subscription agreement authorizing payroll deductions in the form of Exhibit A
to this Plan and



filing it with the Company's stock administrator not later than ten (10)
business days prior to the applicable Enrollment Date.

     (b) Payroll deductions for a participant shall commence on the first
payroll following the Enrollment Date and shall end on the last payroll in the
Offering Period to which such authorization is applicable, unless sooner
terminated by the participant as provided in Section 10 hereof.

6. Payroll Deductions.

     (a) At the time a participant files his or her subscription agreement, he
or she shall elect to have payroll deductions made on each pay day during the
Offering Period in an amount not less than one percent (1%) and not more than
ten percent (10%) of the participant's Compensation, with such amount designated
in integral multiples of one percent (1%); provided, however, that the aggregate
of such payroll deductions during any Offering Period shall not exceed ten
percent (10%) of the participant's aggregate Compensation during such Offering
Period.

     (b) All payroll deductions made for a participant shall be credited to his
or her account under the Plan and shall be withheld in whole percentages only. A
participant may not make any additional payments into such account.

     (c) A participant may increase the rate of his or her payroll deductions at
the beginning of each Offering Period. Such increase shall take effect with the
first payroll following the beginning of the new Offering Period. A participant
may decrease the rate of his or her payroll deductions each month, provided that
any decrease shall become effective with the first payroll of the next calendar
month. Participants may discontinue his or her participation in the Plan during
the Offering Period, provided that the discontinuation of participation in the
Plan shall occur at least ten (10) business days prior to the next Enrollment
Date. A participant must complete and file with the Company's stock
administrator a new subscription agreement authorizing a change in payroll
deduction rate. The Board may, in its discretion, limit the number of
participation rate changes during any Offering Period. The change in rate shall
be effective with the first full applicable payroll period following the
Company's receipt of the new subscription agreement. A participant's
subscription agreement shall remain in effect for successive Offering Periods
unless terminated as provided in Section 10 hereof.

     (d) Notwithstanding the foregoing, to the extent necessary to comply with
Section 423(b)(8) of the Code and Section 3(b) hereof, a participant's payroll
deductions may be decreased to zero percent (0%) at any time during a Purchase
Period. Payroll deductions shall recommence at the rate provided in such
participant's subscription agreement at the beginning of the first Purchase
Period which is scheduled to end in the following calendar year, unless
terminated by the participant as provided in Section 10 hereof.

     (e) At the time the option is exercised, in whole or in part, or at the
time some or all of the Common Stock issued under the Plan is disposed of, the
participant must make adequate provision for the Company's federal, state, or
other tax withholding obligations, if any, which arise upon the exercise of the
option or the disposition of the Common Stock. At





any time, the Company may, but shall not be obligated to, withhold from the
participant's compensation the amount necessary for the Company to meet
applicable withholding obligations, including any withholding required to make
available to the Company any tax deductions or benefits attributable to sale or
early disposition of Common Stock by the Employee.

7. Grant of Option.

     On the Enrollment Date of each Offering Period, each eligible Employee
participating in such Offering Period shall be granted an option to purchase on
each Exercise Date during such Offering Period (at the applicable Purchase
Price) up to a number of shares of Common Stock determined by dividing such
Employee's payroll deductions accumulated prior to such Exercise Date and
retained in the Participant's account as of the Exercise Date by the applicable
Purchase Price; provided that in no event shall an Employee be permitted to
purchase during each Purchase Period more than eight thousand (8,000) shares of
Common Stock (subject to any adjustment pursuant to Section 18) on the
Enrollment Date, and provided further that such purchase shall be subject to the
limitations set forth in Sections 3(b) and 12 hereof. Exercise of the option
shall occur as provided in Section 8 hereof, unless the participant has
withdrawn pursuant to Section 10 hereof. The option shall expire on the last day
of the Offering Period.

8. Exercise of Option.

     Unless a participant withdraws from the Plan as provided in Section 10
hereof, his or her option for the purchase of shares of Common Stock shall be
exercised automatically on the Exercise Date, and the maximum number of full
shares of Common Stock subject to option shall be purchased for such participant
at the applicable Purchase Price with the accumulated payroll deductions in his
or her account. No fractional shares shall be purchased; any payroll deductions
accumulated in a participant's account which are not sufficient to purchase a
full share shall be retained in the participant's account for the subsequent
Purchase Period or Offering Period, subject to earlier withdrawal by the
participant as provided in Section 10 hereof. Any other monies left over in a
participant's account after the Exercise Date shall be returned to the
participant. During a participant's lifetime, a participant's option to purchase
shares hereunder is exercisable only by him or her.

9. Delivery.

     As promptly as practicable after each Exercise Date on which a purchase of
shares occurs, a share certificate or certificates representing the number of
shares of Common Stock so purchased shall be delivered to a brokerage account
designated by the Company and kept in such account pursuant to a subscription
agreement between each participant and the Company and subject to the conditions
described therein which may include a requirement that shares be held and not
sold for certain time periods, or the Company shall establish some other means
for such participants to receive ownership of the shares.

10. Withdrawal.

     (a) A participant may withdraw all but not less than all the payroll
deductions credited to his or her account and not yet used to exercise his or
her option under the Plan at any time by giving written notice to the Company in
the form of Exhibit B to this Plan. All of the participant's payroll deductions
credited to his or her account shall be paid to such participant promptly after
receipt of notice of withdrawal and such participant's option for the Offering
Period shall be automatically terminated, and no further payroll deductions for
the purchase of



shares shall be made for such Offering Period. If a participant withdraws from
an Offering Period, payroll deductions shall not resume at the beginning of the
succeeding Offering Period unless the participant delivers to the Company a new
subscription agreement.

     (b) A participant's withdrawal from an Offering Period shall not have any
effect upon his or her eligibility to participate in any similar plan which may
hereafter be adopted by the Company or in succeeding Offering Periods which
commence after the termination of the Offering Period from which the participant
withdraws.

11. Termination of Employment.

     Upon a participant's ceasing to be an Employee, for any reason, he or she
shall be deemed to have elected to withdraw from the Plan and the payroll
deductions credited to such participant's account during the Offering Period but
not yet used to exercise the option shall be returned to such participant or, in
the case of his or her death, to the person or persons entitled thereto under
Section 15 hereof, and such participant's option shall be automatically
terminated. The preceding sentence notwithstanding, a participant who receives
payment in lieu of notice of termination of employment shall be treated as
continuing to be an Employee for the participant's customary number of hours per
week of employment during the period in which the participant is subject to such
payment in lieu of notice.

12. Interest.

     No interest shall accrue on the payroll deductions of a participant in the
Plan.

13. Stock.

     (a) The maximum number of shares of the Company's Common Stock which shall
be made available for sale under the Plan shall be two million one hundred
thousand (2,100,000) shares, subject to adjustment upon changes in
capitalization of the Company as provided in Section 18 hereof. If, on a given
Exercise Date, the number of shares with respect to which options are to be
exercised exceeds the number of shares then available under the Plan, the
Company shall make a pro rata allocation of the shares remaining available for
purchase in as uniform a manner as shall be practicable and as it shall
determine to be equitable.

     (b) The participant shall have no interest or voting right in shares
covered by his option until such option has been exercised.

     (c) Shares purchased by a participant under the Plan shall be registered in
the name of the participant or in the name of the participant and his or her
spouse.









14. Administration.

     The Plan shall be administered by the Board or a committee of members of
the Board appointed by the Board. The Board or its committee shall have full and
exclusive discretionary authority to construe, interpret and apply the terms of
the Plan, to determine eligibility and to adjudicate all disputed claims filed
under the Plan. Every finding, decision and determination made by the Board or
its committee shall, to the full extent permitted by law, be final and binding
upon all parties.

15. Designation of Beneficiary.

     (a) A participant may file a written designation of a beneficiary who is to
receive any shares and cash, if any, from the participant's account under the
Plan in the event of such participant's death subsequent to an Exercise Date on
which the option is exercised but prior to delivery to such participant of such
shares and cash. In addition, a participant may file a written designation of a
beneficiary who is to receive any cash from the participant's account under the
Plan in the event of such participant's death prior to exercise of the option.
If a participant is married and the designated beneficiary is not the spouse,
spousal consent shall be required for such designation to be effective.

     (b) Such designation of beneficiary may be changed by the participant at
any time by written notice. In the event of the death of a participant and in
the absence of a beneficiary validly designated under the Plan who is living at
the time of such participant's death, the Company shall deliver such shares
and/or cash to the executor or administrator of the estate of the participant,
or if no such executor or administrator has been appointed (to the knowledge of
the Company), the Company, in its discretion, may deliver such shares and/or
cash to the spouse or to any one or more dependents or relatives of the
participant, or if no spouse, dependent or relative is known to the Company,
then to such other person as the Company may designate.

16. Transferability.

     Neither payroll deductions credited to a participant's account nor any
rights with regard to the exercise of an option or to receive shares under the
Plan may be assigned, transferred, pledged or otherwise disposed of in any way
(other than by will, the laws of descent and distribution or as provided in
Section 15 hereof) by the participant. Any such attempt at assignment, transfer,
pledge or other disposition shall be without effect, except that the Company may
treat such act as an election to withdraw funds from an Offering Period in
accordance with Section 10 hereof.

17. Use of Funds.

     All payroll deductions received or held by the Company under the Plan may
be used by the Company for any corporate purpose, and the Company shall not be
obligated to segregate such payroll deductions.

18. Adjustments Upon Changes in Capitalization, Dissolution, Liquidation, Merger
    or Asset Sale.

     (a) Changes in Capitalization. Subject to any required action by the
stockholders of the Company, the Reserves, the maximum number of shares each
participant may purchase each Purchase Period (pursuant to Section 7), as well
as the Purchase Price per share and the number of shares of Common Stock covered
by each option under the Plan which



has not yet been exercised shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting from a stock
split, reverse stock split, stock dividend, combination or reclassification of
the Common Stock, or any other increase or decrease in the number of outstanding
shares of Common Stock effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securities of the Company
shall not be deemed to have been "effected without receipt of consideration".
Such adjustment shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
of Common Stock subject to an option.

     (b) Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, the Offering Periods shall terminate immediately
prior to the consummation of such proposed action, unless otherwise provided by
the Board.

     (c) Merger or Asset Sale. In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of the Company
with or into another corporation, limited liability company or other entity, the
Plan shall terminate upon the date of the consummation of such transaction
unless the plan of merger, consolidation or reorganization provides otherwise,
and any Purchase Periods then in progress shall be shortened by setting a new
Exercise Date (the "New Exercise Date") and any Offering Periods then in
progress shall end on the New Exercise Date. The New Exercise Date shall be
before the date of the Company's proposed sale or merger. The Board shall notify
each participant in writing, at least ten (10) business days prior to the New
Exercise Date, that the Exercise Date for the participant's option has been
changed to the New Exercise Date and that the participant's option shall be
exercised automatically on the New Exercise Date, unless prior to such date the
participant has withdrawn from the Offering Period as provided in Section 10
hereof. The Plan shall in no event be construed to restrict the Company's right
to undertake any liquidation, dissolution, merger, consolidation or other
reorganization.

19. Amendment or Termination.

     (a) The Board of Directors of the Company may at any time and for any
reason terminate or amend the Plan. Except as provided in Section 18 hereof, no
such termination can affect options previously granted, provided that an
Offering Period may be terminated by the Board of Directors on any Exercise Date
if the Board determines that the termination of the Plan is in the best
interests of the Company and its stockholders. Except as provided in Section 18
hereof, no amendment may make any change in any option theretofore granted which
adversely affects the rights of any participant. To the extent necessary to
comply with Section 423 of the Code (or any successor rule or provision or any
other applicable law, regulation or stock exchange rule), the Company shall
obtain stockholder approval in such a manner and to such a degree as required.

     (b) Without stockholder consent and without regard to whether any
participant rights may be considered to have been "adversely affected," the
Board (or its committee) shall be entitled to change the Offering Periods, limit
the frequency and/or number of



changes in the amount withheld during an Offering Period, establish the exchange
ratio applicable to amounts withheld in a currency other than U.S. dollars,
permit payroll withholding in excess of the amount designated by a participant
in order to adjust for delays or mistakes in the Company's processing of
properly completed withholding elections, establish reasonable waiting and
adjustment periods and/or accounting and crediting procedures to ensure that
amounts applied toward the purchase of Common Stock for each participant
properly correspond with amounts withheld from the participant's Compensation,
and establish such other limitations or procedures as the Board (or its
committee) determines in its sole discretion advisable which are consistent with
the Plan.

20. Notices.

     All notices or other communications by a participant to the Company under
or in connection with the Plan shall be deemed to have been duly given when
received in the form specified by the Company at the location, or by the person,
designated by the Company for the receipt thereof.

21. Conditions Upon Issuance of Shares.

     Shares shall not be issued with respect to an option unless the exercise of
such option and the issuance and delivery of such shares pursuant thereto shall
comply with all applicable provisions of law, domestic or foreign, including,
without limitation, the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the shares may
then be listed, and shall be further subject to the approval of counsel for the
Company with respect to such compliance.

     As a condition to the exercise of an option, the Company may require the
person exercising such option to represent and warrant at the time of any such
exercise that the shares are being purchased only for investment and without any
present intention to sell or distribute such shares if, in the opinion of
counsel for the Company, such a representation is required by any of the
aforementioned applicable provisions of law.



22. Term of Plan.

     The Plan, as amended and restated, shall become effective upon the
Effective Date. It shall continue until February 27, 2007 unless sooner
terminated under Section 19 hereof.

23. Automatic Transfer to Low Price Offering Period.

     To the extent permitted by any applicable laws, regulations, or stock
exchange rules, if the Fair Market Value of the Common Stock on any Exercise
Date in an Offering Period is lower than the Fair Market Value of the Common
Stock on the Enrollment Date of such Offering Period, then all participants in
such Offering Period shall be automatically withdrawn from such Offering Period
immediately after the exercise of their option on such Exercise Date and
automatically re-enrolled in the immediately following Offering Period as of the
first day thereof.

24. Execution.

     To record the amendment and restatement of the Plan by the Board of
Directors as of the Effective Date, the Company has caused its authorized
officer to execute the same.

                                        INCYTE GENOMICS, INC.



                                        By /s/ Lee Bendekgey
                                          --------------------------------------

                                        Its  Executive Vice President
                                           -------------------------------------



                                    EXHIBIT A

                                                         INCYTE GENOMICS, INC.

                        1997 EMPLOYEE STOCK PURCHASE PLAN

                             SUBSCRIPTION AGREEMENT

                                               Enrollment Date: _______________

____     Original Application
____     Change in Payroll Deduction Rate
____     Change of Beneficiary(ies)

(1)      ___________________________ hereby elects to participate in the Incyte
         Genomics, Inc. 1997 Employee Stock Purchase Plan (the "Employee Stock
         Purchase Plan") and subscribes to purchase shares of the Company's
         Common Stock in accordance with this Subscription Agreement and the
         Employee Stock Purchase Plan.

(2)      I hereby authorize payroll deductions from each paycheck in the amount
         of ___% of my Compensation (as defined in the Employee Stock Purchase
         Plan) on each payday (from 1 to 10%) during the Offering Period in
         accordance with the Employee Stock Purchase Plan. (Please note that no
         fractional percentages are permitted.)

(3)      I understand that these payroll deductions will be accumulated for the
         purchase of shares of Common Stock at the applicable Purchase Price
         determined in accordance with the Employee Stock Purchase Plan. I
         understand that if I do not withdraw from an Offering Period, any
         accumulated payroll deductions will be used to automatically exercise
         my option to purchase shares.

(4)      I have received a copy of the complete Employee Stock Purchase Plan. I
         understand that my participation in the Employee Stock Purchase Plan is
         in all respects subject to the terms of such Plan. I understand that my
         ability to exercise the option under this Subscription Agreement is
         subject to stockholder approval of the Employee Stock Purchase Plan.

(5)      Shares purchased for me under the Employee Stock Purchase Plan should
         be issued in the name(s) of (Employee or Employee and Spouse only):


         ________________________________________________

(6)      I understand that if I dispose of any shares received by me pursuant to
         the Plan within 2 years after the Enrollment Date (the first day of
         the Offering Period during which I purchased such shares) or one year
         after the Exercise Date. I will be treated for federal income tax
         purposes as having received ordinary income at the time of such
         disposition in an amount equal to the excess of the fair market value
         of the shares at the time such shares were purchased by me over the
         price which I paid for the shares. I hereby agree to



         notify the Company in writing within 30 days after the date of any
         disposition of my shares and I will make adequate provision for
         Federal, state or other tax withholding obligations, if any, which
         arise upon the disposition of the Common Stock. The Company may, but
         will not be obligated to, withhold from any compensation the amount
         necessary to meet any applicable withholding obligation including any
         withholding necessary to make available to the Company any tax
         deductions or benefits attributable to sale or early disposition of
         Common Stock by me. If I dispose of such shares at any time after the
         expiration of the 2-year and 1-year holding periods, I understand that
         I will be treated for federal income tax purposes as having received
         income only at the time of such disposition, and that such income will
         be taxed as ordinary income only to the extent of an amount equal to
         the lesser of (1) the excess of the fair market value of the shares at
         the time of such disposition over the purchase price which I paid for
         the shares; or (2) 15% of the fair market value of the shares on the
         first day of the Offering Period. The remainder of the gain, if any,
         recognized on such disposition will be taxed as capital gain.

(7)      I hereby agree to be bound by the terms of the Employee Stock Purchase
         Plan. The effectiveness of this Subscription Agreement is dependent
         upon my eligibility to participate in the Employee Stock Purchase Plan.

(8)      In the event of my death, I hereby designate the following as my
         beneficiary(ies) to receive all payments and shares due me under the
         Employee Stock Purchase Plan:


NAME: (Please print)
                     -----------------------------------------------------------
                         (First)              (Middle)             (Last)


- ---------------------------------------   --------------------------------------
              (Relationship)

                                          --------------------------------------
                                                                      (Address)


Employee's Social Security Number:
                                  ----------------------------------------------

Employee's Address:
                   -------------------------------------------------------------

I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.

Dated:
       -------------------------------     -------------------------------------
                                           Signature of Employee


                                           -------------------------------------
                                           Spouse's Signature
                                           (If beneficiary other than spouse)



                                    EXHIBIT B

                              INCYTE GENOMICS, INC.

                        1997 EMPLOYEE STOCK PURCHASE PLAN

                              NOTICE OF WITHDRAWAL

The undersigned participant in the Offering Period of the Incyte Genomics, Inc.
1997 Employee Stock Purchase Plan which began on ____________, ____ (the
"Enrollment Date") hereby notifies the Company that he or she hereby withdraws
from the Offering Period. He or she hereby directs the Company to pay to the
undersigned as promptly as practicable all the payroll deductions credited to
his or her account with respect to such Offering Period. The undersigned
understands and agrees that his or her option for such Offering Period will be
automatically terminated. The undersigned understands further that no further
payroll deductions will made for the purchase of shares in the current Offering
Period and the undersigned shall be eligible to participate in succeeding
Offering Periods only by delivering to the Company a new Subscription Agreement.

                                       Name and Address of Participant:

                                       -----------------------------------------

                                       -----------------------------------------

                                       -----------------------------------------

                                       Signature:

                                       -----------------------------------------

                                       Date:
                                             -----------------------------------



                                   APPENDIX A

                      EMPLOYEES OF INCYTE GENOMICS LIMITED

         Gains on options exercised under the Plan by Employees who are employed
by Incyte Genomics Limited ("Limited") are subject to National Insurance
Contributions under United Kingdom Social Security Contributions and Benefits
Act 1992, section 4(4)(a) ("Secondary Contributions"). Secondary Contributions
are payable by Limited unless Limited and the Employee enter into a joint
election in the form attached hereto as Exhibit A to transfer liability for
payment of the Secondary Contributions to the Employee (the "Joint Election").
Effective January 1, 2001, any Employee of Limited who wishes to exercise
options granted pursuant to the Plan must enter into a Joint Election in
accordance with the following provisions:

         A.1  Filing Date for Current Participants. Employees of Limited who
enrolled in the Plan prior to October 31, 2001 and who have not withdrawn from
the Plan must file the Joint Election with the Company's stock administrator not
later than ten (10) business days prior to October 31, 2001. Any such Employee
who fails to file the Joint Election in a timely manner will be deemed to have
withdrawn from the Plan prior to October 31, 2001 and his or her option or
options will not be exercised on the Exercise Date falling on October 31, 2001.

         A.2  New Participants. An eligible Employee of Limited who wishes to
become a participant in the Plan on or after November 1, 2001 must file a Joint
Election with the Company's stock administrator at least ten (10) business days
prior to the applicable Enrollment Date. An eligible Employee who does not file
a Joint Election will not be granted an option under the Plan.

         A.3  Amendment of the Joint Election; Approval. The form for the Joint
Election, as it may be amended by the Company from time to time, shall be
submitted to the Board of Inland Revenue for approval and such approval shall be
obtained before the Company and an eligible Employee enter into a particular
Joint Election. A Joint Election may be amended in a writing signed by both the
Company and the Employee, provided that any such amendment must be approved by
the Board of Inland Revenue before it takes effect.

         A.4  Effect of Withdrawal from the Plan. If a participant withdraws
from the Plan, the Joint Election shall continue to apply in the event that the
Employee re-enrolls in the Plan.