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):  January 19, 2016

INCYTE CORPORATION

(Exact name of registrant as specified in its charter)

(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 8.01   Other Events.

On January 19, 2016, Incyte Corporation (“Incyte”) and Eli Lilly and Company (“Lilly”) announced that Lilly had submitted a new drug application (“NDA”) to the U.S. Food and Drug Administration (“FDA”) for the approval of oral once-daily baricitinib for the treatment of moderately-to-severely active rheumatoid arthritis.  As a result of the NDA submission, Incyte is eligible to receive a milestone payment of $35 million from Lilly under the License, Development and Commercialization Agreement, entered into as of December 18, 2009, between Incyte and Lilly (the “Agreement”).  If baricitinib is granted U.S. regulatory approval by the FDA, Incyte will be eligible to receive a milestone payment of $100 million from Lilly under the Agreement.

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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.

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