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Exhibit 10.18
AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT
January 4, 2007
John A,
Keller
Incyte
Corporation
Experimental
Station-E336/228
Route 141 &
Henry Clay Road
Wilmington, DE
19880
Re:
Amendment No. 1 to Note Purchase Agreement
Dear
Mr. Keller,
This letter makes
reference to the Note Purchase Agreement (the “Note Purchase
Agreement”), dated as of November 18, 2005, between
Incyte Corporation (“Incyte”) and Pfizer Overseas
Pharmaceuticals. (“Pfizer”). Capitalized terms used
herein and not otherwise defined shall have the meanings assigned
to them in the Note Purchase Agreement.
Incyte and Pfizer
hereby agree that the last sentence of Section 2.1(b) of
the Note Purchase Agreement shall be amended and restated as set
forth below:
“The Company
shall have the right to exercise its option pursuant to this
Section 2.1(b) at any time (x) after the first date
on which the Company can lawfully test a given indication in humans
pursuant to the filing of the first
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