{"id":43078,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-and-plan-of-merger-incyte-pharmaceuticals-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-merger-incyte-pharmaceuticals-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-merger-incyte-pharmaceuticals-inc-and.html","title":{"rendered":"Agreement and Plan of Merger &#8211; Incyte Pharmaceuticals Inc. and Synteni Inc."},"content":{"rendered":"<pre>                          AGREEMENT AND PLAN OF MERGER\n\n\n\n                                      Among\n\n                          INCYTE PHARMACEUTICALS, INC.,\n\n                          BOND ACQUISITION CORPORATION\n\n                                       and\n\n                                  SYNTENI, INC.\n\n\n\n\n\n\n\n                                December 23, 1997\n\n\n\n\n                                TABLE OF CONTENTS\n                                -----------------\n\n                                                                           Page\n                                                                           ----\n\nARTICLE I        THE MERGER.................................................  1\n    1.1          The Merger.................................................  1\n    1.2          Closing....................................................  1\n    1.3          Effective Time.............................................  1\n    1.4          Corporate Organization.....................................  2\n\nARTICLE II       EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE\n                 CONSTITUENT CORPORATION....................................  2\n    2.1          Conversion of Synteni Shares...............................  2\n    2.2          Conversion of Stock Options................................  2\n    2.3          Treatment of Warrants......................................  3\n    2.4          Escrow Shares..............................................  3\n    2.5          Surrender and Payment......................................  3\n    2.6          Dissenting Shares..........................................  4\n    2.7          Adjustments................................................  4\n    2.8          Fractional Shares..........................................  5\n\nARTICLE III      THE SURVIVING CORPORATION..................................  5\n    3.1          Certificate of Incorporation...............................  5\n    3.2          Bylaws.....................................................  5\n    3.3          Directors and Officers.....................................  5\n\nARTICLE IV       REPRESENTATIONS AND WARRANTIES OF SYNTENI..................  5\n    4.1          Organization and Qualification.............................  5\n    4.2          Capital Structure..........................................  6\n    4.3          Subsidiaries; Equity Investments...........................  7\n    4.4          Authority..................................................  7\n    4.5          No Conflict with Other Instruments.........................  8\n    4.6          Governmental Consents......................................  8\n    4.7          Financial Statements.......................................  8\n    4.8          Absence of Changes.........................................  9\n    4.9          Properties................................................. 10\n    4.10         Environmental Matters...................................... 10\n    4.11         Taxes...................................................... 11\n    4.12         Employees.................................................. 12\n    4.13         Compliance with Law........................................ 13\n    4.14         Litigation................................................. 13\n    4.15         Contracts.................................................. 13\n    4.16         No Default................................................. 14\n    4.17         Proprietary Rights......................................... 14\n    4.18         Insurance.................................................. 16\n    4.19         Brokers or Finders......................................... 16\n    4.20         Related Parties............................................ 16\n    4.21         Certain Advances........................................... 16\n\n                                       -i-\n\n\n\n\n                                                                           Page\n                                                                           ----\n\n    4.22         Underlying Documents....................................... 16\n    4.23         No Misleading Statements................................... 16\n    4.24         Information Statement...................................... 16\n\nARTICLE V        REPRESENTATIONS AND WARRANTIES OF INCYTE AND\n                 MERGER SUBSIDIARY.......................................... 17\n    5.1          Organization............................................... 17\n    5.2          Authority.................................................. 17\n    5.3          No Conflict with Other Instruments......................... 17\n    5.4          Governmental Consents...................................... 18\n    5.5          SEC Documents.............................................. 18\n    5.6          Shares of Incyte Common.................................... 18\n    5.7          No Material Adverse Change................................. 18\n    5.8          Brokers or Finders......................................... 18\n    5.9          Acquisition for Investment................................. 19\n    5.10         Financial Statements....................................... 19\n    5.11         Litigation................................................. 19\n\nARTICLE VI       CONDUCT PRIOR TO THE EFFECTIVE TIME........................ 19\n    6.1          Conduct of Business of Synteni............................. 19\n    6.2          No Solicitation............................................ 21\n    6.3          Conduct of Business of Incyte.............................. 22\n\nARTICLE VII      ADDITIONAL AGREEMENTS...................................... 22\n    7.1          Approval of Synteni Stockholders........................... 22\n    7.2          Access to Information; Interim Financial Information....... 23\n    7.3          Confidentiality............................................ 23\n    7.4          Expenses................................................... 23\n    7.5          Public Disclosure.......................................... 23\n    7.6          FIRPTA Compliance.......................................... 23\n    7.7          Reasonable Efforts......................................... 23\n    7.8          Conduct; Notification of Certain Matters................... 24\n    7.9          Pooling Accounting......................................... 24\n    7.10         Tax-Free Reorganization.................................... 24\n    7.11         Affiliate Agreements....................................... 24\n    7.12         Blue Sky Laws.............................................. 25\n    7.13         Synteni Employee Benefit Plans; Form S-8................... 25\n    7.14         Nasdaq Listing............................................. 25\n    7.15         Registration Rights Agreement.............................. 25\n    7.16         Additional Documents and Further Assurances................ 25\n    7.17         Indemnification............................................ 25\n\nARTICLE VIII     CONDITIONS TO THE MERGER................................... 26\n    8.1          Conditions to Obligations of Each Party to Effect\n                 the Merger................................................. 26\n    8.2          Additional Conditions to Obligations of Synteni............ 26\n\n                                      -ii-\n\n\n\n                                                                           Page\n                                                                           ----\n\n    8.3          Additional Conditions to the Obligations of Incyte \n                 and Merger Subsidiary...................................... 27\n\nARTICLE IX       INDEMNIFICATION AND ESCROW................................. 28\n    9.1          Survival of Representations and Warranties................. 28\n    9.2          Indemnification and Escrow Arrangements.................... 28\n\nARTICLE X        TERMINATION, AMENDMENT, WAIVER, CLOSING.................... 33\n    10.1         Termination................................................ 33\n    10.2         Effect of Termination...................................... 33\n    10.3         Amendment or Supplement.................................... 34\n    10.4         Extension of Time, Waiver.................................. 34\n\nARTICLE XI       GENERAL.................................................... 34\n    11.1         Notices.................................................... 34\n    11.2         Headings................................................... 36\n    11.3         Counterparts............................................... 36\n    11.4         Entire Agreement; Assignment............................... 36\n    11.5         Severability............................................... 36\n    11.6         Other Remedies............................................. 36\n    11.7         Governing Law.............................................. 36\n    11.8         Absence of Third-Party Beneficiary Rights.................. 36\n\n\nExhibit A        Form of Affiliate Agreement\nExhibit B        Form of Opinion of Pillsbury Madison &amp; Sutro LLP\nExhibit C        Form of Opinion of Cooley Godward LLP\nExhibit D        Form of Escrow Agreement\nExhibit E        Form of Registration Rights Agreement\nExhibit F-1      Form of Incyte Tax Representation Letter\nExhibit F-2      Form of Synteni Tax Representation Letter\nExhibit G        Form of Investment Representations\nExhibit H        Form of Stockholder Agreement\n\n                                      -iii-\n\n\n\n                          AGREEMENT AND PLAN OF MERGER\n                          ----------------------------\n\n\n        THIS AGREEMENT AND PLAN OF MERGER (this \"Agreement\") dated as of the\n23rd day of December, 1997, by and among INCYTE PHARMACEUTICALS, INC., a\nDelaware corporation (\"Incyte\"), BOND ACQUISITION CORPORATION, a Delaware\ncorporation and a wholly owned subsidiary of Incyte (\"Merger Subsidiary\"), and\nSYNTENI, INC., a Delaware corporation (\"Synteni\"),\n\n                              W I T N E S S E T H:\n\n        WHEREAS, the Boards of Directors of Incyte, Merger Subsidiary and\nSynteni deem it advisable and in the best interests of their respective\nstockholders to effect the merger hereafter provided for, in which Merger\nSubsidiary would merge with and into Synteni and Synteni would become a wholly\nowned subsidiary of Incyte (the \"Merger\"); and\n\n        WHEREAS, it is intended that the Merger qualify as a tax-free\nreorganization within the meaning of section 368(a) of the Internal Revenue Code\nof 1986, as amended (the \"Code\") and be accounted for as a \"pooling of\ninterests\" transaction:\n\n        NOW, THEREFORE, in consideration of the premises and of the mutual\nagreements, provisions and covenants herein contained, Incyte, Merger Subsidiary\nand Synteni hereby agree as follows:\n\n                                    ARTICLE I\n\n                                   THE MERGER\n                                   ----------\n\n        1.1 The Merger. At the Effective Time (as defined in Section 1.3), upon\n            ----------\nthe terms and subject to the conditions of this Agreement, Merger Subsidiary\nshall be merged with and into Synteni in accordance with the General Corporation\nLaw of the State of Delaware (\"Delaware Law\"), whereupon the separate existence\nof Merger Subsidiary shall cease, and Synteni shall be the surviving corporation\n(the \"Surviving Corporation\").\n\n        1.2 Closing. The closing of the transactions contemplated by this\n            -------\nAgreement (the \"Closing\") shall take place at the offices of Pillsbury Madison &amp; Sutro LLP, 2550 Hanover Street, Palo Alto, California as soon as practicable\nfollowing satisfaction or waiver of all of the conditions to the obligations of\nthe parties to consummate the transactions contemplated hereby in accordance\nwith this Agreement or at such other time, place and date as is mutually agreed\nto by the parties hereto. The date of the Closing is referred to in this\nAgreement as the \"Closing Date.\"\n\n        1.3 Effective Time. As soon as practicable after satisfaction or, to the\n            --------------\nextent permitted hereunder, waiver of all conditions to the Merger, Synteni and\nMerger Subsidiary shall file a certificate of merger with the Secretary of State\nof the State of Delaware and make all other filings or recordings required by\nDelaware Law in connection with the Merger. The Merger shall become effective at\nsuch time as the certificate of merger is duly filed with the Secretary of State\nof the State of Delaware (the \"Effective Time\").\n\n                                       -1-\n\n\n\n\n        1.4 Corporate Organization. At and after the Effective Time, the\nSurviving Corporation shall possess all the rights, privileges, powers and\nfranchises and be subject to all of the restrictions, disabilities and duties of\nSynteni and Merger Subsidiary, all as provided under the Delaware Law.\n\n\n                                   ARTICLE II\n\n                           EFFECT OF THE MERGER ON THE\n                           ---------------------------\n                  CAPITAL STOCK OF THE CONSTITUENT CORPORATION\n                  --------------------------------------------\n\n        2.1 Conversion of Synteni Shares. At the Effective Time, by virtue of\n            ----------------------------\nthe Merger and without any action on the part of any holder of Synteni Stock (as\ndefined in Section 4.2(a), the following shall occur:\n\n        (a) Each share of common stock of Merger Subsidiary outstanding\nimmediately prior to the Effective Time shall be converted into and become one\nfully paid and nonassessable share of common stock, $.001 par value per share,\nof the Surviving Corporation with the same rights, powers and privileges as the\nshares so converted, and such shares shall constitute the only outstanding\nshares of capital stock of the Surviving Corporation. Each stock certificate of\nMerger Subsidiary evidencing ownership of shares of common stock of Merger\nSubsidiary shall continue to evidence ownership of the shares of capital stock\nof the Surviving Corporation.\n\n        (b) Each share of Synteni Stock (a \"Synteni Share\") held by Synteni as\ntreasury stock shall be cancelled, and no payment shall be made with respect\nthereto.\n\n        (c) Each Synteni Share outstanding immediately prior to the Effective\nTime (except as otherwise provided in Section 2.1(b) or as provided in Section\n2.6 with respect to Synteni Shares as to which appraisal rights have been\nproperly exercised under Section 262 of the Delaware Law) shall, by virtue of\nthe Merger and without any action on the part of the holder thereof, be\nconverted into the right to receive 0.1246 of a share (the \"Exchange Ratio\") of\ncommon stock, $.001 par value, of Incyte (\"Incyte Common\").\n\n        2.2  Conversion of Stock Options.\n             ---------------------------\n\n        (a) At the Effective Time, by virtue of the Merger and without any\naction on the part of the holders thereof, each unexpired and unexercised option\nto purchase Synteni Shares (a \"Synteni Option\") granted under Synteni's 1996\nEquity Incentive Plan, (the \"Synteni Plan\") outstanding immediately prior to the\nEffective Time shall be converted into an option to purchase Incyte Common (a\n\"Converted Synteni Option\") (the aggregate number of Synteni Shares issuable\nupon the exercise of all outstanding Synteni Options immediately prior to the\nEffective Time is referred to herein as the \"Outstanding Option Amount\"). Each\nSynteni Option so converted by Incyte will continue to have, and be subject to,\nsubstantially the same terms and conditions set forth in the documents governing\nsuch Synteni Option immediately prior to the Effective Time, except that (i)\nsuch Converted Synteni Option will be exercisable for that number of whole\nshares of Incyte Common as is equal to the product of the number of Synteni\nShares that were purchasable under the Synteni Option immediately prior to the\nEffective Time, multiplied by the Exchange Ratio, rounded down to the nearest\nwhole number of shares of Incyte Common and (ii) the per share exercise price\nfor the Incyte Common issuable upon exercise of such Converted Synteni Option\nwill\n\n                                       -2-\n\n\n\nbe equal to the quotient obtained by dividing the exercise price per share of\nthe Synteni Shares at which such Synteni Option was exercisable immediately\nprior to the Effective Time by the Exchange Ratio, rounded up to the nearest\nwhole cent. The parties intend that the conversion of the Synteni Options\nhereunder will meet the requirements of section 424(a) of the Code and this\nSection 2.2(a) shall be interpreted consistent with such intention. Subject to\nthe terms of the Synteni Options and the documents governing such Synteni\nOption, the Merger will not terminate or accelerate any Converted Synteni Option\nor any right of exercise, vesting or repurchase relating thereto with respect to\nIncyte Common acquired upon exercise of such Converted Synteni Option. Holders\nof Synteni Options will not be entitled to acquire Synteni Shares after the\nMerger.\n\n        (b) As soon as practicable after the Effective Time, Incyte shall issue\nto each holder of a Converted Synteni Option a document evidencing the\nconversion of the Synteni Option by Incyte.\n\n        2.3 Treatment of Warrants. Synteni will use all commercially reasonable\n            ---------------------\nbusiness practices to cause the Synteni Warrants to be exercised prior to the\nEffective Time.\n\n        2.4 Escrow Shares. The shares placed in escrow (the \"Escrow Shares\") as\n            -------------\ncollateral for the indemnification obligations of Synteni pursuant to Article IX\nof this Agreement shall be the number of shares of Incyte Common equal to the\nproduct of (a) the aggregate number of shares of Incyte Common issued or\nissuable in connection with the Merger in exchange for Synteni Shares and\nSynteni Options minus the sum of (i) the Outstanding Option Amount and (ii) the\nnumber of Synteni Shares as to which the holders' appraisal rights have been\nperfected and (b) 0.10.\n\n        2.5 Surrender and Payment.\n            ---------------------\n\n        (a) Prior to the Effective Time, Incyte shall appoint an agent (the\n\"Exchange Agent\") for the purpose of exchanging certificates representing\nSynteni Shares for the aggregate consideration set forth in Section 2.1(c) (the\n\"Merger Consideration\"). Incyte shall make available to the Exchange Agent, as\nneeded, the Merger Consideration to be paid in respect of Synteni Shares.\nPromptly after the Effective Time, Incyte shall send, or shall cause the\nExchange Agent to send, to each holder of record of Synteni Shares at the\nEffective Time a letter of transmittal for use in such exchange (which shall\nspecify that the delivery shall be effected, and risk of loss and title shall\npass, only upon proper delivery of the certificates representing Synteni Shares\nto the Exchange Agent).\n\n        (b) Holders of Synteni Shares whose rights have been converted into\nrights to receive the Merger Consideration (\"Securityholders\"), upon surrender\nto the Exchange Agent of a certificate or certificates representing such Synteni\nShares, together with a properly completed letter of transmittal covering such\nSynteni Shares, will be entitled to receive the Merger Consideration payable in\nrespect of such Synteni Shares. Until so surrendered, each certificate\nrepresenting Synteni Shares shall, after the Effective Time, represent for all\npurposes only the right to receive such Merger Consideration.\n\n        (c) If any portion of the Merger Consideration is to be paid to a person\nother than the registered holder of Synteni Shares represented by the\ncertificate or certificates surrendered in exchange therefor, it shall be a\ncondition to such payment that the certificate or certificates so surrendered\nshall be properly endorsed or otherwise be in proper form for transfer and\naccompanied by all documents required to evidence and effect the transfer and\nthat the person requesting such payment shall pay to the Exchange Agent any\ntransfer or other taxes required as a result of such\n\n                                       -3-\n\n\n\n\npayment to a person other than the registered holder of such Synteni Shares or\nestablish to the satisfaction of the Exchange Agent that such tax has been paid\nor is not payable.\n\n        (d) After the Effective Time, there shall be no further registration of\ntransfers of Synteni Shares. If, after the Effective Time, certificates\nrepresenting Synteni Shares are presented to the Surviving Corporation, they\nshall be cancelled and exchanged for the consideration provided for, and in\naccordance with the procedures set forth, in this Article II.\n\n        (e) Any portion of the Merger Consideration made available to the\nExchange Agent pursuant to Section 2.5(a) that remains unclaimed by the holders\nof Synteni Shares twelve (12) months after the Effective Time shall be returned\nto Incyte, upon demand, and any holder who has not exchanged such holder's\nSynteni Shares for the Merger Consideration in accordance with this Section 2.5\nprior to that time shall thereafter look only to Incyte for payment of the\nMerger Consideration in respect of such holder's Synteni Shares. Notwithstanding\nthe foregoing, neither Incyte nor Synteni nor the Surviving Corporation shall be\nliable to any holder of Synteni Shares for any amount paid to a public official\npursuant to applicable abandoned property, escheat or similar laws. Any amounts\nremaining unclaimed by holders of Synteni Shares three years after the Effective\nTime (or such earlier date prior to such time as such amounts would otherwise\nescheat to or become property of any governmental entity) shall, to the extent\npermitted by applicable law, become the property of Incyte free and clear of any\nclaims or interest of any person previously entitled thereto.\n\n        (f) Any portion of the Merger Consideration made available to the\nExchange Agent pursuant to Section 2.5(a) to pay for Synteni Shares for which\nappraisal rights have been perfected shall be returned to Incyte upon demand.\n\n        (g) No dividends, interest or other distributions with respect to Incyte\nCommon constituting part of the Merger Consideration shall be paid to the holder\nof any unsurrendered certificates representing Synteni Shares until such\ncertificates are surrendered as provided in this Section 2.5. Upon such\nsurrender, there shall be paid, without interest, to the person in whose name\nthe certificates representing Incyte Common into which such Synteni Shares were\nconverted are registered, all dividends, interest and other distributions\npayable in respect of such Synteni Shares on a date subsequent to, and in\nrespect of a record date after, the Effective Time.\n\n        2.6 Dissenting Shares. Notwithstanding Section 2.1, Synteni Shares\n            -----------------\noutstanding immediately prior to the Effective Time and held by a holder who has\nnot voted or consented to the Merger in writing and who has demanded appraisal\nfor such Synteni Shares in accordance with the Section 262 of Delaware Law shall\nnot be converted into a right to receive the Merger Consideration, unless and\nuntil such holder fails to perfect or withdraws or otherwise loses such holder's\nright to appraisal. If after the Effective Time such holder fails to perfect or\nwithdraws or loses such holder's right to appraisal, such Synteni Shares shall\nbe treated as if they had been converted as of the Effective Time into a right\nto receive the Merger Consideration. Synteni shall give Incyte prompt notice of\nany demands received by Synteni for appraisal of Synteni Shares, and Incyte\nshall have the right to participate in all negotiations and proceedings with\nrespect to such demands. Synteni shall not, except with the prior written\nconsent of Incyte, make any payment with respect to, or settle or offer to\nsettle, any such demands.\n\n        2.7 Adjustments. If at any time during the period between the date of\n            -----------\nthis Agreement and the Effective Time, any change in the outstanding shares of\ncapital stock of Incyte shall occur,\n\n                                       -4-\n\n\n\nincluding by reason of any reclassification, recapitalization, stock split or\ncombination, exchange or readjustment of shares, or any stock dividend thereon\nwith a record date during such period, the number of shares of Incyte Common\nconstituting all or part of the Merger Consideration shall be appropriately\nadjusted.\n\n        2.8 Fractional Shares. No fractional shares of Incyte Common shall be\n            -----------------\nissued in the Merger. All fractional shares of Incyte Common that a holder of\nSynteni Shares would otherwise be entitled to receive as a result of the Merger\nshall be aggregated and if a fractional share results from such aggregation,\nsuch holder shall be entitled to receive, in lieu thereof, an amount in cash\ndetermined by multiplying the average of the closing prices per share of Incyte\nCommon on the Nasdaq National Market for the ten (10) consecutive trading days\nending on the date that is three (3) trading days prior to the Closing Date by\nthe fraction of a share of Incyte Common to which such holder would otherwise\nhave been entitled.\n\n\n                                   ARTICLE III\n\n                            THE SURVIVING CORPORATION\n                            -------------------------\n\n        3.1 Certificate of Incorporation. The Certificate of Incorporation of\n            ----------------------------\nMerger Subsidiary in effect at the Effective Time shall be the Certificate of\nIncorporation of the Surviving Corporation until amended in accordance with\napplicable law, except that the name of the Surviving Corporation shall be\nchanged to the current name of Synteni.\n\n        3.2 Bylaws. The Bylaws of Merger Subsidiary in effect at the Effective\n            ------\nTime shall be the Bylaws of the Surviving Corporation until amended in\naccordance with applicable law.\n\n        3.3 Directors and Officers. From and after the Effective Time, until\n            ----------------------\nsuccessors are duly elected or appointed and qualified in accordance with\napplicable law, and except as may be specified by Incyte pursuant to Schedule\n3.3, which shall be delivered to Synteni no later than three (3) business days\nprior to the Closing Date in accordance with Section 8.3(g), the directors of\nMerger Subsidiary at the Effective Time shall be the directors of the Surviving\nCorporation and the officers of Synteni at the Effective Time shall be the\nofficers of the Surviving Corporation.\n\n\n                                   ARTICLE IV\n\n                    REPRESENTATIONS AND WARRANTIES OF SYNTENI\n                    -----------------------------------------\n\n        Except as otherwise specifically set forth on the disclosure schedule\ndelivered by Synteni to Incyte prior to the execution of this Agreement and\nsigned by the President of Synteni (the \"Disclosure Schedule\"), Synteni\nrepresents and warrants to both Incyte and Merger Subsidiary as follows:\n\n        4.1 Organization and Qualification. Synteni is a corporation duly\n            ------------------------------\norganized, validly existing and in good standing under the laws of its\njurisdiction of incorporation or organization and has all requisite power and\nauthority to own, lease and operate its respective properties and to carry on\nits business as now being conducted.\n\n                                       -5-\n\n\n\n\n        Synteni is qualified to do business as a foreign corporation and is in\ngood standing under the laws of each state or other jurisdiction in which the\nnature of its business requires such qualification, except where the failure to\nbe so qualified or in good standing which, taken together with all other such\nfailures, would not have a material adverse effect on Synteni. As used in this\nAgreement, any reference to any event, change or effect being \"material\" or\n\"materially adverse\" or having a \"material adverse effect\" on or with respect to\nan entity (or group of entities, taken as a whole) means such event, change or\neffect is material or materially adverse, as the case may be, to the business,\nfinancial condition, properties, assets, liabilities, or results of operations\nof such entity (or, if with respect thereto, of such group of entities taken as\na whole) except (i) any changes caused by the announcement or pendency of this\ntransaction; (ii) any changes due to the economy generally; and (iii) any\nchanges in Synteni's industry specifically.\n\n        Synteni has delivered or made available to Incyte true, complete and\ncorrect copies, with respect to Synteni, of its (iv) Certificate of\nIncorporation and Bylaws (or other applicable charter documents), as amended to\nthe date hereof, (v) minutes of all of directors' and stockholders' meetings (or\nother applicable meetings), complete and accurate as of the date hereof, (vi)\nstock certificate books and all other records that collectively correctly set\nforth the record ownership of all outstanding shares of its capital stock or\nother equity interests and all rights to purchase capital stock or other equity\ninterests, and (vii) form of stock certificates, option agreements and rights to\npurchase shares of its capital stock or other equity interests. Such Certificate\nof Incorporation and Bylaws and other applicable charter documents are in full\nforce and effect.\n\n        4.2 Capital Structure.\n            -----------------\n\n        (a) The authorized capital stock of Synteni consists of 34,500,000\nshares of common stock, $.001 par value (\"Synteni Common\") and 5,775,000 shares\nof Series A Convertible Preferred Stock, $.001 par value (\"Synteni Series A\nPreferred\") and 5,775,000 shares of Series A-1 Convertible Preferred Stock,\n$.001 par value (\"Synteni Series A-1 Preferred,\" together with the Synteni\nSeries A Preferred, the \"Synteni Preferred\"). As of the date of this Agreement,\nthere were issued and outstanding 12,971,006 shares of Synteni Common, 5,773,203\nshares of Synteni Series A Preferred and no shares of Synteni Series A-1\nPreferred. Each share of Synteni Preferred is convertible into one share of\nSynteni Common subject to certain adjustments specified in Synteni's Certificate\nof Incorporation. As of the date of this Agreement, there were an aggregate of\n5,773,203 shares of Synteni Common reserved for issuance upon conversion of\nSynteni Preferred. Synteni Common and Synteni Preferred are referred to herein\ncollectively as \"Synteni Stock.\" The rights, preferences and privileges of\nSynteni Common and Synteni Preferred are as set forth in Synteni's Certificate\nof Incorporation.\n\n        (b) As of the date of this Agreement, there were outstanding Synteni\nOptions to acquire 2,557,494 shares of Synteni Common and warrants to acquire\n38,348 shares of Synteni Common (the \"Synteni Warrants\"). As of the date of this\nAgreement, there were an aggregate of 2,557,494 shares of Synteni Common\nreserved for issuance upon the exercise of outstanding Synteni Options and\n38,348 shares of Synteni Common reserved for issuance on exercise of the\noutstanding Synteni Warrants.\n\n        (c) Other than as described in paragraphs (a) and (b) above, there are\nno other outstanding shares of capital stock or other equity securities of\nSynteni and no other options, warrants, calls, conversion rights, commitments or\nagreements of any character to which Synteni is a party or by\n\n                                       -6-\n\n\n\nwhich Synteni may be bound that do or may obligate Synteni to issue, deliver or\nsell, or cause to be issued, delivered or sold, additional shares of Synteni's\ncapital stock or securities convertible into or exchangeable for Synteni's\ncapital stock or that do or may obligate Synteni to grant, extend or enter into\nany such option, warrant, call, conversion right, commitment or agreement.\n\n        (d) Of the issued and outstanding Synteni Stock, 2,436,254 shares of\nSynteni Common are subject to repurchase at the option of Synteni and no shares\nof Synteni Stock are subject to redemption. All outstanding shares of Synteni\nStock are, and any shares of Synteni Stock issued upon exercise of Synteni\nOptions and the Synteni Warrants (subject to receipt of the exercise prices as\nprovided therein) will be, validly issued, fully paid and nonassessable and not\nsubject to preemptive rights created by statute, Synteni's Certificate of\nIncorporation or Bylaws or any agreement to which Synteni is a party or by which\nSynteni may be bound. All outstanding securities of Synteni have been issued in\ncompliance with applicable federal and state securities laws.\n\n        (e) Section 4.2 of the Disclosure Schedule (\"Schedule 4.2\") contains\ncomplete and accurate lists of the holders of outstanding Synteni Common and\nSynteni Preferred and the number of shares owned of record by each such holder,\nand the number of shares subject to Synteni Options and the Synteni Warrants,\nand the holders of outstanding Synteni Options and the Synteni Warrants,\nincluding in each case (other than in the case of Synteni Options held by\nSynteni employees) the addresses of such holders. Schedule 4.2 is complete and\naccurate on the date hereof. Such Schedule 4.2 identifies the vesting schedule,\napplicable legends, and repurchase rights or other risks of forfeiture of any\noutstanding security of Synteni.\n\n        (f) Schedule 4.2 contains a complete and accurate list of each stock\noption plan, stock appreciation rights or other equity-related stock incentive\nplan of Synteni.\n\n        (g) Except for any restrictions imposed by applicable federal and state\nsecurities laws and the Company's right of repurchase with respect to 2,436,254\nshares of Synteni Common, there is no right of first refusal, co-sale right,\nright of participation, right of first offer, option or other restriction on\ntransfer applicable to any shares of Synteni Stock.\n\n        (h) Synteni is not a party or subject to any agreement or understanding,\nand there is no voting trust, proxy, or other agreement or understanding between\nor among any persons that affects or relates to the voting or giving of written\nconsent with respect to any outstanding security of Synteni, the election of\ndirectors, the appointment of officers or other actions of Synteni's Board of\nDirectors (the \"Synteni Board\") or the management of Synteni.\n\n        4.3 Subsidiaries; Equity Investments. Synteni does not have and has\n            --------------------------------\nnever had any subsidiaries or companies controlled by Synteni and does not own\nand has never owned any equity interest in, or controlled, directly or\nindirectly, any other corporation, partnership, joint venture, trust, firm or\nother entity.\n\n        4.4 Authority. Synteni has all requisite corporate power and authority\n            ---------\nto enter into this Agreement and, subject only to the requisite approval of this\nAgreement by Synteni's stockholders, to perform its obligations hereunder and\nconsummate the transactions contemplated hereby. The execution and delivery of\nthis Agreement, the performance by Synteni of its obligations hereunder and the\nconsummation of the transactions contemplated hereby have been duly and validly\n\n                                       -7-\n\n\n\nauthorized by all necessary corporate action on the part of Synteni, including\napproval of the Synteni Board, subject only to the requisite approval of this\nAgreement by Synteni's stockholders. This Agreement is a valid and binding\nobligation of Synteni.\n\n        4.5 No Conflict with Other Instruments. The execution, delivery and\n            ----------------------------------\nperformance of this Agreement and the transactions contemplated hereby (a) will\nnot result in any violation of, conflict with, constitute a breach, violation or\ndefault (with or without notice or lapse of time, or both) under, give rise to a\nright of termination, cancellation, forfeiture or acceleration of any obligation\nor loss of any benefit under, or result in the creation or encumbrance on any of\nthe properties or assets of Synteni pursuant to (i) any provision of Synteni's\nCertificate of Incorporation or Bylaws or (ii) any agreement, contract,\nunderstanding, note, mortgage, indenture, lease, franchise, license, permit or\nother instrument to which Synteni is a party or by which the properties or\nassets of Synteni is bound, or (b) to the best knowledge of Synteni after\nreasonable inquiry, conflict with or result in any breach or violation of any\nstatute, judgment, decree, order, rule or governmental regulation applicable to\nSynteni or its properties or assets, except, in the case of clauses (a)(ii) and\n(b) for any of the foregoing that would not, individually or in the aggregate,\nhave a material adverse effect on Synteni, taken as a whole, or that could not\nresult in the creation of any material lien, charge or encumbrance upon any\nassets of Synteni or that could not prevent, materially delay or materially\nburden the transactions contemplated by this Agreement. Section 203 of Delaware\nLaw is, as of the date hereof, and will be, at all times on or prior to the\nEffective Time, inapplicable to the Merger and the other transactions\ncontemplated by this Agreement.\n\n        4.6 Governmental Consents. No consent, approval, order or authorization\n            ---------------------\nof, or registration, declaration of, or qualification or filing with, any court,\nadministrative agency, commission, regulatory authority or other governmental or\nadministrative body or instrumentality, whether domestic or foreign, is required\nby or with respect to Synteni in connection with the execution, delivery and\nperformance of this Agreement by Synteni or the consummation by Synteni of the\ntransactions contemplated hereby, except for (a) the filing of the Certificate\nof Merger with the Delaware Secretary of State and (b) such consents, approvals,\norders, authorizations, registrations, declarations, qualifications or filings\nas may be required under federal or state securities laws in connection with the\ntransactions contemplated hereby.\n\n        4.7 Financial Statements. Synteni has previously furnished to Incyte a\n            --------------------\ncomplete and accurate copy of the audited consolidated financial statements of\nSynteni for the fiscal year ended September 30, 1997 (the \"Financial\nStatements\"). The Financial Statements are complete and correct in all material\nrespects and have been prepared in accordance with generally accepted accounting\nprinciples (\"GAAP\") applied on a consistent basis throughout the periods\nindicated and are consistent with each other. The Financial Statements present\nfairly and describe the financial condition and operating results of Synteni as\nof the dates, and for the periods, indicated therein. As of the date hereof,\nexcept as set forth in the Disclosure Schedule, Synteni has no liabilities or\nobligations, secured or unsecured (whether accrued, absolute, contingent or\notherwise) not reflected in the Financial Statements or the accompanying notes\nthereto, except for liabilities and obligations that have arisen in the ordinary\ncourse of business prior to the date of the Financial Statements and which,\nunder GAAP, would not have been required to be reflected in the Financial\nStatements and except for liabilities incurred in the ordinary course of\nbusiness since the date of the Financial Statements which are usual and normal\nin amount. Synteni maintains and will continue to maintain a standard system of\naccounting established and administered in accordance with GAAP. Synteni's\n\n                                       -8-\n\n\n\n\nbudget for the 12 months ending September 30, 1998 that sets forth its budgeted\nrevenues and expenses has previously been provided to Incyte.\n\n        4.8 Absence of Changes. Since the date of the Financial Statements,\n            ------------------\nexcept as otherwise contemplated by this Agreement or set forth in the\nDisclosure Schedule, Synteni has conducted its business only in the ordinary and\nusual course and, without limiting the generality of the foregoing:\n\n        (a) There have been no changes in the financial condition, business, net\nworth, assets, properties, employees, operations, obligations or liabilities of\nSynteni, taken as a whole, which, in the aggregate, have had or may be\nreasonably expected to have a material adverse effect on Synteni, taken as a\nwhole;\n\n        (b) Synteni has not incurred additional debt for borrowed money, or\nincurred any obligation or liability except in the ordinary course of business\nconsistent with past practice and in any event not in excess of $50,000 for any\nsingle occurrence;\n\n        (c) Synteni has not paid any obligation or liability, or discharged,\nsettled or satisfied any claim, lien or encumbrance, except for current\nliabilities in the ordinary course of business consistent with past practice and\nin any event not in excess of $20,000 for any single occurrence;\n\n        (d) Synteni has not declared or made any dividend, payment or other\ndistribution on or with respect to any share of capital stock;\n\n        (e) Synteni has not purchased, redeemed or otherwise acquired or\ncommitted itself to acquire, directly or indirectly, any share or shares of its\ncapital stock;\n\n        (f) Synteni has not mortgaged, pledged, or otherwise encumbered any of\nits assets or properties, except for liens for current taxes which are not yet\ndelinquent and purchase-money liens arising out of the purchase or sale of\nservices or products made in the ordinary course of business consistent with\npast practice and in any event not in excess of $20,000 for any single item or\n$50,000 in the aggregate;\n\n        (g) Synteni has not disposed of, or agreed to dispose of, by sale,\nlease, license or otherwise, any asset or property, tangible or intangible,\nexcept in the ordinary course of business consistent with past practice, and in\neach case for a consideration believed to be at least equal to the fair value of\nsuch asset or property and in any event not in excess of $20,000 for any single\nitem or $50,000 in the aggregate;\n\n        (h) Synteni has not purchased or agreed to purchase or otherwise acquire\nany securities of any corporation, partnership, joint venture, firm or other\nentity;\n\n        (i) Synteni has not made any expenditure or commitment for the purchase,\nacquisition, construction or improvement of a capital asset, except in the\nordinary course of business consistent with past practice and in any event not\nin excess of $10,000 for any single item;\n\n        (j) Synteni has not sold, assigned, transferred or conveyed, or\ncommitted itself to sell, assign, transfer or convey, any Proprietary Rights (as\ndefined in Section 4.17) except pursuant to licenses in the ordinary course of\nbusiness;\n\n                                       -9-\n\n\n\n\n        (k) Synteni has not adopted or amended any bonus, incentive,\nprofit-sharing, stock option, stock purchase, pension, retirement,\ndeferred-compensation, severance, life insurance, medical or other benefit plan,\nagreement, trust, fund or arrangement for the benefit of employees of any kind\nwhatsoever, nor agreed to do any of the foregoing;\n\n        (l) Synteni has not effected or agreed to effect any change in its\ndirectors, officers or key employees; and\n\n        (m) Synteni has not effected or committed itself to effect any amendment\nor modification in its Certificate of Incorporation or Bylaws.\n\n        4.9 Properties.\n            ----------\n\n        (a) Synteni does not own any real property, nor has it ever owned any\nreal property. The Financial Statements reflect all of the real and personal\nproperty used by Synteni in its business or otherwise held by Synteni, except\nfor (i) property acquired or disposed of in the ordinary course of business\nconsistent with past practice of Synteni since the date of the Balance Sheet,\nand (ii) personal property not required under GAAP to be reflected thereon.\nSynteni has good and marketable title to all material assets and properties\nlisted in the Financial Statements or thereafter acquired, free and clear of any\nimperfections of title, lien, claim, encumbrance, restriction, charge or equity\nof any nature whatsoever, except for liens which do not detract from the value\nof the assets or impair operations or liens for current taxes not yet\ndelinquent. All of the material fixed assets and properties reflected in the\nFinancial Statements or thereafter acquired are in reasonably good condition and\nrepair for the requirements of the business as presently conducted by Synteni.\n\n        (b) Section 4.9 of the Disclosure Schedule contains a complete and\naccurate list of all real property leased by Synteni (the \"Properties\"), the\nname of the lessor and the date of the lease. Synteni does not have any options\nto purchase any such Properties or any other real property. To the knowledge of\nSynteni, the Properties are held under valid, existing and enforceable leases.\nTo the knowledge of Synteni, the Properties and the operations of Synteni\nthereon do not violate any applicable and material building code, zoning\nrequirement or classification, or pollution control ordinance or statute\nrelating to the Properties or to such operations.\n\n        4.10 Environmental Matters.\n             ---------------------\n\n        (a) To the knowledge of Synteni, Synteni is, and at all times has been,\nin compliance with all applicable and material local, state and federal\nstatutes, orders, rules, ordinances, regulations, codes and policies and all\nmaterial judicial or administrative interpretations thereof (collectively,\n\"Environmental Laws\") relating to pollution or protection of the environment,\nincluding, without limitation, laws relating to exposures, emissions,\ndischarges, releases or threatened releases of Hazardous Substances (as defined\nbelow) into or on land, ambient air, surface water, groundwater, personal\nproperty or structures (including the protection, cleanup, removal, remediation\nor damage thereof), or otherwise related to the manufacture, processing,\ndistribution, use, treatment, storage, disposal, transport, discharge or\nhandling of Hazardous Substances. Synteni has not received any notice of any\ninvestigation, claim or proceeding against Synteni relating to Hazardous\nSubstances or any action pursuant to or violation or alleged violation under any\nEnvironmental Law, and Synteni is not aware of any fact or circumstance which is\nreasonably likely to impose a material environmental liability upon Synteni. As\nused in this Agreement, \"Hazardous Substances\" means\n\n                                      -10-\n\n\n\n\nany pollutant, contaminant, material, substance, waste, chemical or compound\nregulated, restricted or prohibited by any law, regulation or ordinance or\ndesignated by any governmental agency to be hazardous, toxic, radioactive,\nbiohazardous or otherwise a danger to health or the environment.\n\n        (b) To the knowledge of Synteni, there are no Hazardous Substances in,\nunder or about the soil, sediment, surface water or groundwater on, under or\naround any properties at any time owned, leased or occupied by Synteni. Synteni\nhas not disposed of any Hazardous Substances on or about such properties. To the\nknowledge of Synteni, there is no present release or threatened release of any\nHazardous Substances in, on, under or around such properties. To the knowledge\nof Synteni, Synteni has not disposed of any materials at any site being\ninvestigated or remediated for contamination or possible contamination of the\nenvironment.\n\n        (c) To the knowledge of Synteni, Synteni has all material permits,\nlicenses and approvals required by Environmental Laws for the use and occupancy\nof, and for all operations and activities conducted on, the Properties, and to\nthe knowledge of Synteni, Synteni is in material compliance with all such\npermits, licenses and approvals, and all such permits, licenses and approvals\nwere duly issued, are in full force and effect, and, to the extent necessary,\nwill be transferred to Incyte at the Closing, and will remain in full force and\neffect as so transferred to Incyte.\n\n        4.11 Taxes.\n             -----\n\n        (a) For purposes of this Agreement, the following terms have the\nfollowing meanings: \"Tax\" (and, with correlative meaning, \"Taxes\" and \"Taxable\")\nmeans any and all taxes, including without limitation (i) any income, profits,\nalternative or add-on minimum tax, gross receipts, sales, use, value-added, ad\nvalorem, transfer, franchise, profits, license, withholding, payroll,\nemployment, excise, severance, stamp, occupation, net worth, premium, property,\nenvironmental or windfall profit tax, custom, duty or other tax, governmental\nfee or assessment or charge of any kind whatsoever, together with any interest\nor any penalty, addition to tax or additional amount imposed by any governmental\nentity responsible for the imposition of any such tax (domestic or foreign) (a\n\"Taxing Authority\") and (ii) any liability for the payment of any amounts of the\ntype described in clause (i) above as a result of any express or implied\nobligation to indemnify any other person.\n\n        (b) All Tax returns, statements, reports and forms (including estimated\nTax returns and reports and information returns and reports) required to be\nfiled with any Taxing Authority on or before the date hereof with respect to any\nTaxable period ending on or before the date hereof, by or on behalf of Synteni\n(collectively, the \"Synteni Returns\"), have been filed when due (including any\nextensions of such due date), and all amounts shown to be due thereon have been\npaid on or before such date. The Financial Statements properly accrue for all\nactual or estimated Taxes with respect to all periods through the dates thereof\nin accordance with GAAP. All information set forth in the notes to the Financial\nStatements relating to Tax matters is true, complete and accurate in all\nmaterial respects.\n\n        (c) No Tax liability has been incurred since the date of the Financial\nStatements other than in the ordinary course of business and adequate provision\nhas been made for all Taxes since that date in accordance with GAAP on at least\na quarterly or, with respect to employment taxes, monthly basis. Synteni has\nwithheld and paid to the applicable financial institution or Taxing Authority\nall amounts required to be withheld. To the knowledge of Synteni, none of the\nSynteni Returns filed with respect to federal income tax returns for Taxable\nyears of Synteni in the case of the United\n\n                                      -11-\n\n\n\n\nStates, have been examined and closed. Synteni has not been granted any\nextension or waiver of the limitation period applicable to any Synteni Return.\n\n        (d) There is no claim, audit, action, suit, proceeding or, to the\nknowledge of Synteni, investigation now pending or threatened against or with\nrespect to Synteni in respect of any Tax or assessment. There are no liabilities\nfor Taxes with respect to any notice of deficiency or similar document of any\nTax Authority received by Synteni which have not been satisfied in full\n(including liabilities for interest, additions to tax and penalties thereon and\nrelated expenses). Neither Synteni nor any person on behalf of Synteni has\nentered into or will enter into any agreement or consent pursuant to section\n341(f) of the Code. There are no liens for Taxes upon the assets of Synteni\nexcept liens for current Taxes not yet due. Except as set forth in the\nDisclosure Statement, Synteni has not been required to include any adjustment in\nTaxable income for any Tax period (or portion thereof) pursuant to section 481\nor 263A of the Code or any comparable provision under state or foreign Tax laws\nas a result of transactions, events or accounting methods employed prior to the\ndate hereof. At no time has Synteni been a member of any \"affiliated group\" of\ncorporations within the meaning of section 1504 of the Code nor a member of any\ncombined or united group for state or local income or franchise tax purposes.\n\n        (e) There is no contract, agreement, plan or arrangement, including\nwithout limitation the provisions of this Agreement, covering any employee or\nindependent contractor or former employee or independent contractor of Synteni\nthat, individually or collectively, could give rise to the payment of any amount\nthat would not be deductible pursuant to section 280G or section 162 of the Code\n(as determined without regard to Section 280G(b)(4)). Other than pursuant to\nthis Agreement, Synteni is not a party to or bound by (nor will it prior to the\nEffective Time become a party to or bound by) any tax indemnity, tax sharing or\ntax allocation agreement (whether written, unwritten or arising under operation\nof federal law as a result of being a member of a group filing consolidated tax\nreturns, under operation of certain state laws as a result of being a member of\na unitary group, or under comparable laws of other states or foreign\njurisdictions) which includes a party other than Synteni. None of the assets of\nSynteni (i) is property that Synteni is required to treat as owned by any other\nperson pursuant to the so-called \"safe harbor lease\" provisions of former\nsection 168(f)(8) of the Code, (ii) directly or indirectly secures any debt the\ninterest on which is tax exempt under section 103(a) of the Code, or (iii) is\n\"tax exempt use property\" within the meaning of section 168(h) of the Code.\nSynteni has not participated in (and prior to the Effective Time Synteni will\nnot participate in) an international boycott within the meaning of section 999\nof the Code. The Company has disclosed on its federal income tax returns all\npositions taken therein that could give rise to a substantial understatement of\nfederal income tax within the meaning of section 6661 of the Code. Synteni has\npreviously provided or made available to Incyte complete and accurate copies of\nall Synteni Returns, and, as reasonably requested by Incyte, prior to or\nfollowing the date hereof, presently existing information statements, reports,\nwork papers, Tax opinions and memoranda and other Tax data and documents.\n\n        4.12 Employees. Synteni has provided Incyte with a complete and accurate\n             ---------\nlist as of the date hereof setting forth (i) all employees, of Synteni, together\nwith their titles or positions, dates of hire, regular work location and current\ncompensation; (ii) scientific advisors and consultants (to whom Synteni\npossesses a minimum annual commitment in excess of $5,000). Synteni does not\nhave any employment contract with any officer or employee or any other\nconsultant or person which is not terminable by it at will without liability,\nexcept for acceleration of options upon termination and except as the right of\nSynteni to terminate its employees at will may be limited by applicable\n\n                                      -12-\n\n\n\n\nfederal, state or foreign law. Except as set forth in the Disclosure Schedule,\nSynteni does not have any deferred compensation, pension, health, profit\nsharing, bonus, stock purchase, stock option, hospitalization, insurance,\nseverance, workers' compensation, supplemental unemployment benefits, vacation\nbenefits, disability benefits, or any other employee pension benefit (as defined\nin the Employee Retirement Income Security Act of 1974 (\"ERISA\") or otherwise)\nor welfare benefit plan or obligation covering any of its officers or employees\n(\"Employee Plans\"). Each Employee Plan complies in all material respects with\napplicable laws, including, without limitation, ERISA and the Code. Each\nEmployee Plan has been maintained in material compliance with its terms, and all\napplicable ERISA and other requirements as to the filing of reports, documents\nand notices with governmental agencies and the furnishing of documents to\nparticipants or beneficiaries have been satisfied. Synteni does not maintain or\nhas ever maintained or contributed to any Employee Plan subject to Title IV of\nERISA (relating to defined benefit plans).\n\n        There are no labor disputes or union organization activities pending or\nthreatened between Synteni and any of its employees. None of the Synteni\nemployees belongs to any union or collective bargaining unit which represents\nemployees of Synteni in negotiations with Synteni. To the knowledge of Synteni,\nSynteni has complied with all applicable and material foreign, state and federal\nequal employment opportunity and other laws and regulations related to\nemployment or working conditions.\n\n        4.13 Compliance with Law. All material licenses, franchises, permits,\n             -------------------\nclearances, consents, certificates and other evidences of authority of Synteni\nwhich are necessary to the conduct of Synteni's business (\"Permits\") are in full\nforce and effect and, to the knowledge of Synteni, Synteni is not in violation\nof any Permit in any material respect. Except for exceptions which would not\nhave a material adverse effect on Synteni, the business of Synteni has been\nconducted in accordance with all applicable laws, regulations, orders and other\nrequirements of governmental authorities.\n\n        4.14 Litigation. There is no claim, dispute, action, proceeding, notice,\n             ----------\norder, suit, appeal or investigation, at law or in equity, pending or, to the\nknowledge of Synteni, threatened, against Synteni or, to the knowledge of\nSynteni, any of its directors, officers, employees or agents, which is\nreasonably likely to have a material adverse effect on Synteni, before any\ncourt, agency, authority, arbitration panel or other tribunal. Synteni is not\naware of any facts which, if known to stockholders, customers, suppliers,\ngovernmental authorities or other persons, would reasonably likely result in a\nmaterial liability in any such claim (other than customary and normal returns of\nproduct in the ordinary course of business consistent with past practice),\ndispute, action, proceeding, suit or appeal or investigation. Synteni is not\nsubject to any order, writ, injunction or decree of any court, agency,\nauthority, arbitration panel or other tribunal, nor is Synteni in default with\nrespect to any notice, order, writ, injunction or decree.\n\n        4.15 Contracts. Section 4.15 of the Disclosure Schedule contains a\n             ---------\ncomplete and accurate list of each executory contract and agreement in the\nfollowing categories to which Synteni is a party, or by which Synteni is bound\nin any respect: (a) agreements for the purchase, sale, lease or other\ndisposition of equipment, goods, materials, supplies, or capital assets, or for\nthe performance of services which are not terminable without penalty on thirty\n(30) days' notice, in any case involving more than $20,000; (b) contracts or\nagreements for the joint performance of work or services, and all other joint\nventure, collaboration, research, or other agreements in excess of $25,000 each;\n(c) management or employment contracts over $100,000 annually, consulting or\nscientific advisory contracts, collective bargaining contracts, termination and\nseverance agreements; (d) notes,\n\n                                      -13-\n\n\n\n\nmortgages, deeds of trust, loan agreements, security agreement, guarantees,\ndebentures, indentures, credit agreements and other evidences of indebtedness;\n(e) warrants, repurchase rights at the option of the holder or other contracts\nor agreements relating to the issuance of capital stock or other equity\ninterests of Synteni; (f) contracts or agreements in excess of $20,000 with\nthird parties who act as agents, brokers, consignees, sale representatives or\ndistributors; (g) contracts or agreements with any director, officer, employee,\nconsultant or 10% stockholders not related to the performance of employment or\nconsulting services; (h) powers of attorney or similar authorizations granted by\nSynteni to third parties; (i) patent licenses, sublicenses, royalty agreements\nand other contracts or agreements to which Synteni is a party, or otherwise\nsubject, relating to Proprietary Rights; (j) personal property or capital\nequipment leases and other rental, use or service arrangements of Synteni\ninvolving payment obligations in excess of $50,000 and which cannot be\nterminated without penalty on thirty (30) days' notice; and (k) other material\ncontracts.\n\n        Synteni has not entered into any contract or agreement containing\ncovenants limiting the right of Synteni to compete in any business or with any\nperson.\n\n        4.16 No Default.\n             ----------\n\n        (a) Each of the contracts, agreements or other instruments referred to\nin Section 4.15 is a legal, binding and enforceable obligation by or against\nSynteni, subject to the effect of applicable bankruptcy, insolvency,\nreorganization, moratorium or other similar federal or state laws affecting the\nrights of creditors and the effect or availability of rules of law governing\nspecific performance, injunctive relief or other equitable remedies. To the\nknowledge of Synteni, no party with whom Synteni has an agreement or contract is\nin default thereunder or has breached any term or provision thereof which is\nmaterial to the conduct of the business of Synteni.\n\n        (b) Synteni has performed, or is now performing, the obligations of, and\nSynteni is not in material default (or would by the lapse of time and\/or the\ngiving of notice be in material default) in respect of, any contract, agreement\nor commitment binding upon it or its assets or properties and material to the\nconduct of its business. No third party has notified Synteni of any material\nclaim, dispute or controversy with respect to any of the material executory\ncontracts of Synteni, nor has Synteni received notice or warning of alleged\nnonperformance, delay in delivery or other noncompliance by Synteni with respect\nto its obligations under any of those contracts, nor are there any facts which\nexist indicating that any of those contracts may be totally or partially\nterminated or suspended by the other parties thereto.\n\n        4.17 Proprietary Rights.\n             ------------------\n\n        (a) Section 4.17 of the Disclosure Schedule sets forth a complete and\naccurate list (the \"Intellectual Property Disclosure Schedule\") of all patents\nand applications for patents, applications for trademarks and applications for\ntrade names, and registered copyrights, trademarks or trade names, owned or used\nby Synteni or in which it has any rights or licenses. Such list specifies, as\napplicable: (i) the title of the patents, trademarks and trade names and title\nof each application therefor and (ii) the jurisdiction by or in which such\npatent, trademark, trade name, service mark or copyright has been issued or\nregistered or in which an application has been filed, including the registration\nor application number. Synteni has provided Incyte with copies of all agreements\n(other than Proprietary Information and Invention Agreements referred to in\nSection 4.17(g) below) by which any officer, employee or consultant of Synteni\nhas assigned or conveyed to Synteni title and\n\n                                      -14-\n\n\n\n\nownership to patents, patent applications, trade secrets, and inventions\ndeveloped or used by Synteni in its business. All of such agreements are valid,\nenforceable and legally binding, subject to the effect or availability of rules\nof law governing specific performance, injunctive relief or other equitable\nremedies (regardless of whether any such remedy is considered in a proceeding at\nlaw or in equity).\n\n        (b) To the knowledge of Synteni, Synteni owns or possesses or has the\nright to obtain valid and enforceable licenses or other rights to all currently\nissued patents, trademarks, trade secrets, service marks, trade names,\ncopyrights, inventions, drawings, designs, proprietary know-how or information,\nor other rights with respect thereto (collectively referred to as \"Proprietary\nRights\") material to the conduct of its business as it has been and is now being\nconducted or as it is currently proposed to be conducted. Except for rights\nunder the agreement between Synteni and the Board of Trustees of the Leland\nStanford Junior University dated March 24, 1995 (the \"Stanford Agreement\"),\nSynteni has the rights to use, sell, license, sublicense, assign, transfer,\nconvey or dispose of such Proprietary Rights and the products, processes and\nmaterials covered thereby.\n\n        (c) To the knowledge of Synteni, the operations of Synteni do not\nconflict with or infringe, and no one has asserted to Synteni that such\noperations conflict with or infringe, any material Proprietary Rights, owned,\npossessed or used by any third party. There are no claims, disputes, actions,\nproceedings, suits or appeals pending against Synteni with respect to any\nProprietary Rights, and none has been threatened against Synteni. To the\nknowledge of Synteni, there are no facts or alleged facts which would reasonably\nserve as a basis for any claim that Synteni does not have the right to use and,\nexcept for the Stanford Agreement, to transfer the right to use, free of any\nrights or claims of others, all material Proprietary Rights in the development,\nmanufacture, use, sale or other disposition of any or all material products or\nservices presently being used, furnished or sold in the conduct of the business\nof Synteni as it has been and is now being conducted. Except as previously\ndisclosed to Incyte by Synteni, the Proprietary Rights referred to in the\npreceding sentence are free of any unresolved ownership disputes with respect to\nany third party and to the knowledge of Synteni there is no unauthorized use,\ninfringement or misappropriation of any of the Proprietary Rights referred to in\nthe preceding sentence by any third party, including any employee or former\nemployee of Synteni nor, to the knowledge of Synteni, is there any breach of any\nlicense, sublicense or other agreement authorizing another party to use the\nProprietary Rights referred to in the preceding sentence. Synteni has not\nentered into any agreement granting any third party the right to bring\ninfringement actions with respect to, or otherwise to enforce rights with\nrespect to, any Proprietary Right referred to in the fourth sentence of this\nSection 4.17(c).\n\n        (d) Synteni has made available to Incyte a complete file history of\nSynteni's patents and patent applications. Except for rights under the Stanford\nAgreement, Synteni has the exclusive right to file, prosecute and maintain any\nsuch applications for patents, copyrights or trademarks and the patents and\nregistrations that issue therefrom.\n\n        (e) Synteni has taken all measures it deems reasonable and appropriate\nto maintain the confidentiality of the Proprietary Rights used or proposed to be\nused in the conduct of its business the value of which to Synteni is contingent\nupon maintenance of the confidentiality thereof.\n\n        (f) Synteni has secured valid written assignments from all consultants\nand employees who contributed to the creation or development of Synteni's\nProprietary Rights of the rights to such contributions that Synteni does not\nalready own by operation of law.\n\n                                      -15-\n\n\n\n\n        (g) Each employee and officer of and consultant to Synteni has executed\na Proprietary Information and Inventions Agreement or other nondisclosure\nagreement in the forms provided to Incyte. To the knowledge of Synteni, no\nemployee or officer of or consultant to Synteni is in violation of any term of\nany employment contract, proprietary information and inventions agreement,\nnon-competition agreement, or any other contract or agreement relating to the\nrelationship of any such employee or consultant with Synteni or any previous\nemployer.\n\n        4.18 Insurance. Synteni has provided Incyte with copies of all insurance\n             ---------\npolicies to which Synteni is a party or is a beneficiary or named insured and\nall such insurance policies are in full force and effect. There have been no\nclaims in excess of $25,000 asserted under any of the insurance policies of\nSynteni in respect of all general liability, professional liability, property\nliability and worker's compensation and medical claims since January 1, 1996.\n\n        4.19 Brokers or Finders. Neither Synteni nor any of its officers,\n             ------------------\ndirectors, employees or stockholders has employed any broker or finder or\nincurred any liability for any brokerage, finder's or similar fees or\ncommissions in connection with this Agreement or the transactions contemplated\nhereby. Synteni has disclosed in writing to Incyte prior to the date hereof its\narrangements with such financial advisors.\n\n        4.20 Related Parties. To the knowledge of Synteni, no officer, director\n             ---------------\nor affiliate (other than a venture capital investor) of Synteni has, either\ndirectly or indirectly, (a) a material interest in any corporation, partnership,\nfirm or other person or entity which furnishes or sells services or products\nwhich are similar to those furnished or sold by Synteni, or (b) a beneficial\ninterest in any material contract or agreement to which Synteni is a party or by\nwhich Synteni may be bound.\n\n        4.21 Certain Advances. There are no receivables of Synteni owing from\n             ----------------\ndirectors, officers, employees, consultants or stockholders of Synteni, other\nthan advances in the ordinary course of business consistent with past practice\nto officers and employees for reimbursable business expenses which are not in\nexcess of $5,000 for any one individual.\n\n        4.22 Underlying Documents. Copies of any underlying documents listed or\n             --------------------\ndescribed as having been disclosed to Incyte pursuant to this Agreement have\nbeen furnished to Incyte. All such documents furnished to Incyte are true and\ncorrect copies, and there are no amendments or modifications thereto, that have\nnot been disclosed in writing to Incyte.\n\n        4.23 No Misleading Statements. No representation or warranty made\n             ------------------------\nherein, in the Disclosure Schedule or in the Appendices, Schedules and Exhibits\nattached hereto or any written statement or certificate furnished or to be\nfurnished to Incyte pursuant hereto or in connection with the transactions\ncontemplated hereby (when read together) contains any untrue statement of a\nmaterial fact or omits a material fact necessary in order to make the statements\ncontained herein or therein, in the light of the circumstances under which they\nare made, not misleading. Synteni has disclosed to Incyte all material\ninformation of which it is aware relating specifically to the operations and\nbusiness of Synteni as of the date of this Agreement or relating to the\ntransactions contemplated by this Agreement.\n\n        4.24 Information Statement. The information supplied by Synteni for\n             ---------------------\ninclusion in the information statement to be sent to the stockholders of Synteni\nin connection with the meeting of Synteni stockholders to consider the Merger\n(the \"Synteni Stockholders Meeting\") or in connection\n\n                                      -16-\n\n\n\n\nwith any written consent of stockholders of Synteni (such information statement\nas amended or supplemented is referred to herein as the \"Information Statement\")\nshall not, on the date the Information Statement is first mailed to Synteni\nstockholders, at the time of the Synteni Stockholders Meeting, or written\nconsent of stockholders and at the Effective Time, contain any statement which\nis false or misleading with respect to any material fact, or omit to state any\nmaterial fact necessary in order to make the statements made therein, in light\nof the circumstances under which they are made, not false or misleading. If at\nany time prior to the Effective Time any event of information should be\ndiscovered by Synteni which should be set forth in an amendment to the\nInformation Statement, Synteni shall promptly inform Incyte and Merger\nSubsidiary and shall communicate such information to the Synteni stockholders in\nan appropriate manner. Notwithstanding the foregoing, Synteni makes no\nrepresentation, warranty or covenant with respect to any information supplied by\nIncyte or Merger Subsidiary which is contained in any of the foregoing\ndocuments.\n\n\n                                    ARTICLE V\n\n         REPRESENTATIONS AND WARRANTIES OF INCYTE AND MERGER SUBSIDIARY\n         --------------------------------------------------------------\n\n        Incyte and Merger Subsidiary represent and warrant to Synteni as\nfollows:\n\n        5.1 Organization. Each of Incyte and Merger Subsidiary is a corporation\n            ------------\nduly incorporated, validly existing and in good standing under the laws of\nDelaware and has all requisite corporate power and authority to own, lease and\noperate its properties and to carry on its business as now being conducted. Each\nof Incyte and Merger Subsidiary is qualified to do business as a foreign\ncorporation and is in good standing under the laws of each state or other\njurisdiction in which the nature of its business requires such qualification,\nexcept where the failure to be so qualified or in good standing would not have a\nmaterial adverse effect on Incyte and its subsidiaries, taken as a whole. The\ncopies of Merger Subsidiary's Certificate of Incorporation and Bylaws that have\nbeen delivered to Synteni are complete and correct and in full force and effect.\nAll of the issued and outstanding capital stock of Merger Subsidiary is owned by\nIncyte.\n\n        5.2 Authority. Each of Incyte and Merger Subsidiary has all requisite\n            ---------\ncorporate power and authority to enter into this Agreement and to perform its\nobligations hereunder and consummate the transactions contemplated hereby. The\nexecution and delivery of this Agreement, the performance by each of Incyte and\nMerger Subsidiary of its obligations hereunder and the consummation of the\ntransactions contemplated hereby have been duly and validly authorized by all\nnecessary corporate action on the part of Incyte and Merger Subsidiary,\nincluding approval of the Board of Directors of Incyte (the \"Incyte Board\").\nThis Agreement is a valid and binding obligation of each of Incyte and Merger\nSubsidiary.\n\n        5.3 No Conflict with Other Instruments. The execution, delivery and\n            ----------------------------------\nperformance of this Agreement and the transactions contemplated hereby (a) will\nnot result in any violation of, conflict with, constitute a breach, violation or\ndefault (with or without notice or lapse of time, or both) under, give rise to a\nright of termination, cancellation, forfeiture or acceleration of any obligation\nor loss of any benefit under, or result in the creation or encumbrance on any of\nthe properties or assets of Incyte or any of its subsidiaries, including Merger\nSubsidiary, pursuant to (i) any provision of Incyte's or Merger Subsidiary's\nCertificate of Incorporation or Bylaws, or (ii) any agreement,\n\n                                      -17-\n\n\n\n\ncontract, understanding, note, mortgage, indenture, lease, franchise, license,\npermit or other instrument to which Incyte or any of its subsidiaries is a party\nor by which the properties or assets of Incyte or any of its subsidiaries is\nbound, or (b) to the knowledge of Incyte after reasonable inquiry, conflict with\nor result in any breach or violation of any statute, judgment, decree, order,\nrule or governmental regulation applicable to Incyte or any of its subsidiaries\nor their respective properties or assets, except, in the case of clauses (a)(ii)\nand (b) for any of the foregoing that would not, individually or in the\naggregate, have a material adverse effect on Incyte and its subsidiaries, taken\nas a whole, or that could not result in the creation of any material lien,\ncharge or encumbrance upon any assets of Incyte or any of its subsidiaries or\nthat could not prevent, materially delay or materially burden the transactions\ncontemplated by this Agreement.\n\n        5.4 Governmental Consents. No consent, approval, order or authorization\n            ---------------------\nof, or registration, declaration or filing with, any governmental authority is\nrequired by or with respect to Incyte or Merger Subsidiary in connection with\nthe execution and delivery of this Agreement by Incyte and Merger Subsidiary or\nthe consummation by Incyte and Merger Subsidiary of the transactions\ncontemplated hereby, except for (a) the filing of the Certificate of Merger with\nthe Delaware Secretary of State, (b) such consents, approvals, orders,\nauthorizations, registrations, declarations, qualifications or filings as may be\nrequired under federal or state securities laws in connection with the\ntransactions set forth herein or which the failure to obtain would not have a\nmaterial adverse effect on the consummation by Incyte of the transactions\ncontemplated hereby and (c) the listing of the Incyte Common to be issued\npursuant hereto on The Nasdaq Stock Market.\n\n        5.5 SEC Documents. Incyte has furnished to Synteni complete and accurate\n            -------------\ncopies of Incyte's Annual Report on Form 10-K for the year ended December 31,\n1996, Incyte's Quarterly Reports on Form 10-Q for the quarters ended March 31,\n1997, June 30, 1997 and September 30, 1997 and Incyte's Proxy Statement for its\nAnnual Meeting of Stockholders held on May 21, 1997, all filed with the SEC\nunder the Exchange Act (\"Incyte's SEC Filings\"). As of their respective filing\ndates, Incyte's SEC Filings complied in all material respects with the\nrequirements of the Exchange Act and, as of their respective filing dates,\nIncyte's SEC Filings did not contain any untrue statement of a material fact or\nomit to state a material fact necessary to make the statements made therein, in\nthe light of the circumstances under which they were made, not misleading.\n\n        5.6 Shares of Incyte Common. The shares of Incyte Common to be issued\n            -----------------------\npursuant to the Merger will, when issued and delivered to the Securityholders\nand the shares of Incyte Common to be issued pursuant to the Converted Synteni\nOptions will, when issued and delivered to the holders thereof on payment of the\nconsideration provided for therein, be duly authorized, validly issued, fully\npaid and nonassessable.\n\n        5.7 No Material Adverse Change. Since September 30, 1997, there has not\n            --------------------------\noccurred: (a) any change that resulted or would reasonably be expected to result\nin a material adverse effect on Incyte and its subsidiaries, taken as a whole;\n(b) any amendment or change in Incyte's Certificate of Incorporation or Bylaws;\nor (c) any damage to, destruction or loss of any assets of Incyte (whether or\nnot covered by insurance) that resulted or would reasonably be expected to\nresult in a material adverse effect on Incyte and its subsidiaries, taken as a\nwhole.\n\n        5.8 Brokers or Finders. Neither Incyte nor any of its officers,\n            ------------------\ndirectors or employees has employed any broker or finder or incurred any\nliability for any brokerage, finder's or similar fees or commissions in\nconnection with this Agreement or the transactions contemplated hereby, except\n\n                                      -18-\n\n\n\n\nthat Incyte has employed Hambrecht &amp; Quist LLC as financial advisors in\nconnection with the transactions contemplated hereby.\n\n        5.9 Acquisition for Investment. Incyte is acquiring the Synteni Shares\n            --------------------------\nfor its own account and not with the present view to sell such Synteni Shares in\nconnection with the distribution thereof.\n\n        5.10 Financial Statements. Each of the consolidated financial statements\n             --------------------\n(including, in each case, any related notes) contained in Incyte's SEC Filings\ncomplied as to form in all material respects with the applicable published rules\nand regulations of the SEC with respect thereto, was prepared in accordance with\nGAAP applied on a consistent basis throughout the periods involved (except as\nmay be indicated in the notes to such financial statements, or, in the case of\nunaudited statements, as permitted for presentation in quarterly reports on Form\n10-Q) and fairly presented, in all material respects, the consolidated financial\nposition of Incyte and its subsidiaries as of the respective dates thereof and\nthe consolidated results of operations and cash flows of Incyte and its\nsubsidiaries for the periods indicated, except that the unaudited interim\nfinancial statements were or are subject to, normal and recurring year-end audit\nadjustments. Since September 30, 1997, there has been no material adverse change\nin the financial condition of Incyte and its subsidiaries, taken as a whole.\n\n        5.11 Litigation. There is no (a) claim, action, suit or proceeding\n             ----------\npending or, to the knowledge of Incyte threatened against or relating to Incyte\nor its subsidiaries before any court or governmental or regulatory authority or\nbody or arbitration tribunal, or (b) outstanding judgment, order, writ,\ninjunction or decree, or application, request or motion therefor, of any court,\ngovernmental agency or arbitration tribunal in a proceeding to which Incyte or\nany subsidiary of Incyte was or is a party except, in the case of clauses (a)\nand (b) above, such as would not, individually and in the aggregate, either\nimpair Incyte's ability to consummate the Merger or have a material adverse\neffect on Incyte and its subsidiaries taken as a whole.\n\n\n                                   ARTICLE VI\n\n                       CONDUCT PRIOR TO THE EFFECTIVE TIME\n                       -----------------------------------\n\n        6.1 Conduct of Business of Synteni. During the period from the date of\n            ------------------------------\nthis Agreement and continuing until the earlier of the termination of this\nAgreement and the Effective Time, Synteni agrees (except as contemplated by this\nAgreement or to the extent that Incyte shall otherwise consent in writing) to\ncarry on its business in the usual, regular and ordinary course in substantially\nthe same manner as heretofore conducted, to pay its debts and Taxes when due, to\npay or perform other obligations when due, and, to the extent consistent with\nsuch business, to use all commercially reasonable efforts consistent with past\npractice and policies to preserve intact its present business organization, keep\navailable the services of its present officers and key employees and preserve\nits relationships with customers, suppliers, licensors, licensees, and others\nhaving business dealings with it, all with the goal of preserving unimpaired its\ngoodwill and ongoing businesses at the Effective Time.\n\n        Following the date of this Agreement, Synteni shall promptly notify\nIncyte of any materially negative event related to Synteni or the business of\nSynteni. Without limiting the foregoing, except\n\n                                      -19-\n\n\n\n\nas expressly contemplated by this Agreement, Synteni shall not, without the\nprior written consent of Incyte, which consent shall not be unreasonably\nwithheld:\n\n        (a) Enter into any material commitment or transaction not in the\nordinary course of business consistent with past practice;\n\n        (b) Transfer to any person or entity any material Proprietary Rights,\nother than pursuant to licenses in the ordinary course of business;\n\n        (c) Enter into any material agreements (or material amendments thereto)\npursuant to which any unrelated third party is granted marketing, distribution\nor similar rights of any type or scope with respect to any products of Synteni\nother than in the ordinary course of business consistent with past practice;\n\n        (d) Amend or otherwise modify, except in the ordinary course of\nbusiness, or violate the material terms of, any of the agreements set forth or\ndescribed in the Disclosure Schedule;\n\n        (e) Commence any material litigation;\n\n        (f) Declare, set aside or pay any dividends on or make any other\ndistributions (whether in cash, stock or property) in respect of any of its\ncapital stock, or split, combine or reclassify any of its capital stock or issue\nor authorize the issuance of any other securities in respect of, in lieu of or\nin substitution for shares of its capital stock or other equity interests, or\nrepurchase, redeem or otherwise acquire, directly or indirectly, any shares of\nits capital stock (or options, warrants or other rights exercisable therefor),\nexcept pursuant to purchase rights under agreements with employees and\nconsultants;\n\n        (g) Except for the issuance of shares of Synteni Stock upon exercise of\npresently outstanding Synteni Options or Synteni Warrants or upon conversion of\noutstanding Synteni Preferred, issue, grant, deliver or sell or authorize or\npropose the issuance, grant, delivery or sale of, or purchase or propose the\npurchase of, any shares of its capital stock or securities convertible into, or\nsubscriptions, rights, warrants or options to acquire, or other agreements or\ncommitments of any character obligating it to issue any such shares or other\nconvertible securities;\n\n        (h) Cause or permit any amendments to its Certificate of Incorporation\nor Bylaws (or other charter documents);\n\n        (i) Acquire or agree to acquire any assets in excess of $25,000 in the\ncase of a single transaction, or acquire, by merging or consolidating or by\npurchasing or by any other manner, any equity securities;\n\n        (j) Sell, lease, license or otherwise dispose of any of its properties\nor assets, except in the ordinary course of business consistent with past\npractice;\n\n        (k) Incur any indebtedness for borrowed money or guarantee any such\nindebtedness or issue or sell any of its debt securities or guarantee any debt\nsecurities of others;\n\n                                      -20-\n\n\n\n\n        (l) Grant any severance or termination pay to any director or officer or\nto any other employee other than pursuant to the existing agreements of Synteni;\n\n        (m) Adopt or amend any employee benefit plan, or enter into any\nemployment contract, extend employment offers to any person whose aggregate\nannual base salary would exceed $50,000, pay or agree to pay any special bonus\nor special remuneration to any director or employee other than in connection\nwith normal annual bonus and salary adjustments for all non-officers and\ndirectors upon consultation with Incyte, or increase the salaries or wage rates\nof its other employees, except as consistent with the ordinary course of\nbusiness consistent with past practice;\n\n        (n) Revalue any of its assets, including without limitation writing down\nthe value of inventory or writing off notes or accounts receivable, other than\nin the ordinary course of business consistent with past practice;\n\n        (o) Pay, discharge or satisfy, in an amount in excess of $10,000 (in any\none case) or $25,000 (in the aggregate), any claim, liability or obligation\n(absolute, accrued, asserted or unasserted, contingent or otherwise), other than\nthe payment, discharge or satisfaction in the ordinary course of business of (i)\nliabilities reflected or reserved against in the Financial Statements and that\nare not in excess of $25,000, or (ii) liabilities that arose in the ordinary\ncourse of business subsequent to September 30, 1997 and that are not in excess\nof $25,000, or (iii) liabilities under contracts entered into in the ordinary\ncourse of business, which payments are due in accordance with the terms of such\ncontracts and that are not in excess of $25,000, or (iv) expenses consistent\nwith the provisions of this Agreement incurred in connection with the\ntransactions contemplated hereby and that are not in excess of $25,000;\n\n        (p) Make or change any material election in respect of Taxes, adopt or\nchange any accounting method in respect of Taxes, enter into any closing\nagreement, settle any claim or assessment in respect of Taxes, or consent to any\nextension or waiver of the limitation period applicable to any claim or\nassessment in respect of Taxes; or\n\n        (q) Take, or agree in writing or otherwise to take, any of the actions\ndescribed in Sections 6.1(a) through 6.1(p) above, or any other action that\nwould prevent Synteni from performing or cause Synteni not to perform its\ncovenants hereunder.\n\n        6.2 No Solicitation.\n            ---------------\n\n        (a) Until the earlier of the Effective Time and the date of termination\nof this Agreement, Synteni agrees that it shall not, directly or indirectly,\ntake any of the following actions with any party other than Incyte and its\ndesignees: solicit, initiate, facilitate or encourage (including by way of\nfurnishing or disclosing non-public information) any inquiries or the making of\nany proposal with respect to any merger, consolidation or other business\ncombination involving Synteni or acquisition of any kind of material portion of\nthe capital stock or assets of Synteni (an \"Acquisition Transaction\") or\nnegotiate, explore or otherwise communicate in any way with any third party with\nrespect to any Acquisition Transaction or enter into any agreement, arrangement\nor understanding with respect to an Acquisition Transaction or requiring it to\nabandon, terminate, or fail to consummate the Merger or any other transactions\ncontemplated by this Agreement, or make or authorize any statement,\nrecommendation or solicitation in support of any Acquisition Transaction with\nany third party other than Incyte and Merger Subsidiary.\n\n                                      -21-\n\n\n\n\n        (b) If Synteni or its representatives receives prior to the earlier of\nthe Effective Time and the termination of this Agreement any offer, letter of\nintent or other proposal, as applicable, relating to an Acquisition Transaction\nor any request for non-public information relating to Synteni in connection with\nan Acquisition Transaction or for access to the properties, books or records of\nthe Synteni by any person or entity that informs the Synteni Board that it is\nconsidering making, or has made, a proposal relating to an Acquisition\nTransaction, Synteni shall promptly notify Incyte orally and in writing thereof,\nincluding information as to the identity of the offeror or the party making any\nsuch offer or proposal and the specific terms of such offer or proposal, as the\ncase may be, and such other information related thereto as Incyte may reasonably\nrequest.\n\n        6.3 Conduct of Business of Incyte. During the period from the date of\n            -----------------------------\nthis Agreement and continuing until the earlier of the termination of this\nAgreement and the Effective Time, Incyte agrees (except as contemplated by this\nAgreement or to the extent that Synteni shall otherwise consent in writing,\nwhich consent shall not be unreasonably withheld) to carry on its business in\nthe usual, regular and ordinary course in substantially the same manner as\nheretofore conducted, to not declare, set aside or pay any dividend on its\ncapital stock, to pay its debts and Taxes when due, to pay or perform other\nobligations when due, and, to the extent consistent with such business, to use\nall commercially reasonable efforts consistent with past practice and policies\nto preserve intact its present business organization, keep available the\nservices of its present officers and key employees and preserve its\nrelationships with customers, suppliers, distributors, licensors, licensees, and\nothers having business dealings with it, all with the goal of preserving\nunimpaired its goodwill and ongoing businesses at the Effective Time. Following\nthe date of this Agreement, and continuing until the earlier of the termination\nof this Agreement and the Effective Time, Incyte shall promptly notify Synteni\nof any materially negative event related to Incyte or its business.\n\n                                   ARTICLE VII\n\n                              ADDITIONAL AGREEMENTS\n                              ---------------------\n\n        7.1 Approval of Synteni Stockholders. Prior to the Closing Date and at\n            --------------------------------\nthe earliest practicable date following the date hereof, Synteni will solicit\nwritten consents from its stockholders seeking, or hold the Synteni Stockholders\nMeeting for the purpose of seeking, approval of this Agreement, the Merger and\nrelated matters. If Synteni holds the Synteni Stockholders Meeting, the Board of\nDirectors will solicit proxies from Synteni's stockholders to vote such\nstockholders' shares at the Synteni Stockholders Meeting. In soliciting such\nwritten consent or proxies, the Board of Directors of Synteni will recommend to\nthe stockholders of Synteni that they approve this Agreement and the Merger and\nshall use its reasonable efforts to obtain the approval of the stockholders of\nSynteni entitled to vote on or consent to this Agreement and the Merger in\naccordance with Delaware law and Synteni's Certificate of Incorporation. Synteni\nwill prepare as soon as reasonably practicable the Information Statement and if\nit holds a stockholders' meeting, a proxy statement, in form and substance\nreasonably acceptable to Incyte, with respect to the solicitation of written\nconsents and\/or proxies from the stockholders of Synteni to approve this\nAgreement, the Merger and related matters. The Information Statement shall be in\nsuch form and contain such information so as to permit compliance by Incyte with\nthe requirements of Regulation D under the Securities Act in connection with the\nissuance of shares of Incyte Common Stock in the Merger.\n\n                                      -22-\n\n\n\n\n        7.2 Access to Information; Interim Financial Information. Subject to any\n            ----------------------------------------------------\napplicable contractual confidentiality obligations (which each party shall use\nall commercially reasonable efforts to cause to be waived) each party shall\nafford the other party and its accountants, counsel and other representatives,\nreasonable access during normal business hours during the period prior to the\nEffective Time to (a) all of its and its subsidiaries' properties, books,\ncontracts, agreements and records, and (b) all other information concerning the\nbusiness, properties and personnel (subject to restrictions imposed by\napplicable law or previously agreed to by the parties) of it and its\nsubsidiaries as the others may reasonably request. No information or knowledge\nobtained in any investigation pursuant to this Section 7.2 shall affect or be\ndeemed to modify any representation or warranty contained herein or the\nconditions to the obligations of the parties to consummate the Merger. Promptly\nfollowing the end of each month between the date of this Agreement and the\nClosing Date, Synteni shall prepare and furnish to Incyte financial statements\nof Synteni as of and for the month and year-to-date periods ending on the last\nday of such month, all prepared in a manner consistent with Synteni's past\npractice.\n\n        7.3 Confidentiality. Each of the parties hereto hereby agrees to and\n            ---------------\nreaffirms the terms and provisions of the Nondisclosure Agreements between\nIncyte and Synteni effective as of October 1, 1997.\n\n        7.4 Expenses. All fees and expenses incurred in connection with the\n            --------\nMerger including, without limitation, all legal, accounting, financial advisory,\nconsulting and all other fees and expenses of third parties incurred by a party\nin connection with the negotiation and effectuation of the terms and conditions\nof this Agreement and the transactions contemplated hereby, shall be the\nobligation of the respective party incurring such fees and expenses.\n\n        7.5 Public Disclosure. Unless otherwise required by law (including,\n            -----------------\nwithout limitation, securities laws) or, as to Incyte, by the rules and\nregulations of Nasdaq, prior to the Effective Time, no disclosure (whether or\nnot in response to an inquiry) of the discussions or subject matter of this\nAgreement or the transactions contemplated hereby shall be made by any party\nhereto unless approved by Incyte and Synteni prior to release, provided that\nsuch approval shall not be unreasonably withheld; provided, however, that either\nparty may make necessary, nonconfidential disclosures to employees, consultants,\ncustomers, suppliers and shareholders (after consultation with the other party,\nif practical).\n\n        7.6 FIRPTA Compliance. Synteni shall, within thirty (30) days prior to\n            -----------------\nthe Effective Time, deliver to Incyte a copy of a statement conforming with the\nrequirements of Income Tax Regulations sections 1.897-2(h) and 1.1445-2(c)(3)\nand in form and substance satisfactory to Incyte, certifying that shares of\ncapital stock of Synteni do not constitute \"United States real property\ninterests\" under section 897(c) of the Code. In addition, simultaneously with\ndelivery of such statement, Synteni shall provide to Incyte, as agent for\nSynteni, a form of notice to the Internal Revenue Service conforming with the\nrequirements of Income Tax Regulations section 1.897-2(h)(2), together with\nwritten authorization for Incyte to deliver such notice to the Internal Revenue\nService on behalf of Synteni following the Effective Time.\n\n        7.7 Reasonable Efforts. Subject to the terms and conditions of this\n            ------------------\nAgreement, each of the parties hereto shall use all commercially reasonable\nefforts to take promptly, or cause to be taken promptly, all actions, and to do\npromptly, or cause to be done promptly all things reasonably necessary, proper\nor advisable under applicable laws and regulations to consummate and make\n\n                                      -23-\n\n\n\n\neffective the transactions contemplated hereby, to obtain all necessary waivers,\nconsents and approvals, to effect all necessary registrations and filings and to\nremove any injunctions or other impediments or delays, legal or otherwise, in\norder to consummate and make effective the transactions contemplated by this\nAgreement for the purpose of securing to the parties hereto the benefits\ncontemplated by this Agreement; provided that neither Synteni nor Incyte shall\nbe required to agree to any divestiture by Incyte or Synteni, as may be\napplicable, or any of Incyte's subsidiaries or affiliates of shares of capital\nstock or of any business, assets or properties of Incyte or its affiliates or\nSynteni or the imposition of any material limitation on the ability of any of\nthem to conduct their businesses or to own or exercise control of such assets,\nproperties and stock.\n\n        7.8 Conduct; Notification of Certain Matters. Each of Incyte and Synteni\n            ----------------------------------------\nshall use all commercially reasonable efforts to not take, or fail to take, any\naction that from the date hereof through the Closing would cause or constitute a\nbreach of any of its respective representations, warranties, agreements and\ncovenants set forth in this Agreement. Synteni shall give prompt written notice\nto Incyte, and Incyte shall give prompt written notice to Synteni, of (a) the\noccurrence or non-occurrence of any event, the occurrence or non-occurrence of\nwhich causes or is likely to cause any representation or warranty of Synteni or\nIncyte or Merger Subsidiary, respectively, contained in this Agreement to be\nuntrue or inaccurate in any material respect at or prior to the Effective Time\nand (b) any failure of Synteni or Incyte or Merger Subsidiary, as the case may\nbe, to comply with or satisfy in any material respect any covenant, condition or\nagreement to be complied with or satisfied by it hereunder; provided, however,\nthat the delivery of any notice pursuant to this Section 7.8 shall not limit or\notherwise affect the other party's right to rely on the representations and\nwarranties herein or any the other remedies available to the party receiving\nsuch notice.\n\n        7.9 Pooling Accounting. Incyte and Synteni shall each use commercially\n            ------------------\nreasonable efforts to cause the business combination to be effected by the\nMerger to be accounted for on the \"pooling of interests\" method under the\nrequirements of Opinion No. 16 (Business Combinations) of the Accounting\nPrinciples Board of the American Institute of Certified Public Accountants (\"APB\n16\"). Each of Incyte and Synteni shall use all commercially reasonable efforts\nto cause its respective employees, officers, directors, stockholders and\naffiliates not to take any action that would adversely affect the ability of\nIncyte to account for the business combination to be effected by the Merger as a\npooling of interests. Neither Incyte nor Synteni shall take any action,\nincluding the acceleration of vesting of any options, warrants, restricted stock\nor other rights to acquire shares of the capital stock of Synteni, which\nreasonably would be expected to (a) interfere with Incyte's ability to account\nfor the Merger as a pooling of interests or (b) jeopardize the tax-free nature\nof the reorganization hereunder.\n\n        7.10 Tax-Free Reorganization. Incyte and Synteni shall each use all\n             -----------------------\ncommercially reasonable efforts to cause the Merger to be treated as a\nreorganization within the meaning of section 368 of the Code. Incyte and Synteni\nshall each use reasonable efforts to obtain an opinion from Synteni's counsel\nthat the Merger is a reorganization with the meaning of section 368 of the Code,\nand Incyte and Synteni shall each make representations and warranties in the\nforms set forth as Exhibits F-1 and F-2, respectively.\n\n        7.11 Affiliate Agreements. Synteni shall deliver to Incyte, within ten\n             --------------------\ndays after the date of this Agreement, a list of those persons who, in Synteni's\nreasonable judgment, are \"affiliates\" of Synteni as such term is defined under\nthe Securities Exchange Act of 1934, as amended (each such person an\n\"Affiliate\"). Synteni shall provide Incyte such information and documents as\nIncyte shall\n\n                                      -24-\n\n\n\n\nreasonably request for purposes of reviewing such list. Synteni shall cause to\nbe delivered to Incyte, prior to the Effective Time, from each of its\nAffiliates, an executed Affiliate Agreement in the form attached hereto as\nExhibit A. Incyte shall cause to be delivered to Ernst &amp; Young LLP, in a form\nreasonably satisfactory to Synteni and Ernst &amp; Young LLP, such reasonable\nrepresentations from affiliates of Incyte as Ernst &amp; Young LLP shall reasonably\nrequest. Incyte and Merger Subsidiary shall be entitled to place appropriate\nlegends on the certificates evidencing any shares of Incyte Common to be\nreceived by Affiliates of Synteni pursuant to the terms of this Agreement, and\nto issue appropriate stop transfer instructions to the transfer agent for the\nIncyte Common, consistent with the terms of such Affiliate Agreements.\n\n        7.12 Blue Sky Laws. Incyte shall take such steps as may be necessary to\n             -------------\ncomply with the securities and blue sky laws of all jurisdictions which are\napplicable to the issuance of the shares of Incyte Common pursuant hereto.\nSynteni shall use all reasonable efforts to assist Incyte as may be reasonably\nnecessary to comply with the securities and blue sky laws of all jurisdictions\nwhich are applicable in connection with the issuance of the shares of Incyte\nCommon pursuant hereto.\n\n        7.13 Synteni Employee Benefit Plans; Form S-8. Incyte agrees to file a\n             ----------------------------------------\nregistration statement on Form S-8 no later than thirty (30) days after the\nClosing relating to the shares of Incyte Common underlying the Converted Synteni\nOptions and shall use commercially reasonable efforts to maintain the\neffectiveness (and current status) of such registration statement for so long as\nsuch Converted Synteni Options remain outstanding. Synteni agrees that its\n401(k) Plan or any other 401(k) plans may be terminated, frozen, modified or\nmerged into the appropriate Incyte qualified plans as of or after the Effective\nTime, as determined by Incyte in its sole discretion. Employees of Synteni shall\nbe afforded the opportunity to participate in Incyte's 401(k) plan following the\nEffective Time.\n\n        7.14 Nasdaq Listing. Incyte shall authorize for listing on the Nasdaq\n             --------------\nNational Market the shares of Incyte Common issuable pursuant hereto, and those\nrequired to be reserved for issuance, in connection with the Converted Synteni\nOptions.\n\n        7.15 Registration Rights Agreement. Incyte and the holders of Synteni\n             -----------------------------\nShares shall have entered into the Registration Rights Agreement attached hereto\nas Exhibit E.\n\n        7.16 Additional Documents and Further Assurances. Each party hereto, at\n             -------------------------------------------\nthe reasonable request of the other party hereto, shall execute and deliver such\nother instruments and do and perform such other acts and things as may be\nreasonably necessary or desirable for effecting completely the consummation of\nthis Agreement and the transactions contemplated hereby. To that end, Synteni\nshall use all commercially reasonable efforts to cause (a) Tidhar Dari Shalon to\nenter into a Non-Competition and Non-Solicitation Agreement in a form reasonably\nsatisfactory to Incyte and Dr. Shalon, (b) all of its stockholders to make the\nInvestment Representations in the form attached hereto as Exhibit G, and (c)\nTidhar Dari Shalon, Tadmor and Michal Shalon, Kleiner Perkins Caufield &amp; Byers\nVIII, L.P., and KPCB Life Zaibatsu Fund II each to enter into a Stockholder\nAgreement in the form attached hereto as Exhibit H.\n\n        7.17 Indemnification. Incyte shall guarantee and shall cause the\n             ---------------\nSurviving Corporation to maintain and perform in the same manner Synteni's\nexisting indemnification provisions with respect to present and former directors\nand officers of Synteni for all losses, claims, damages, expenses or liabilities\narising out of actions or omissions or alleged actions or omissions occurring at\nor prior to the Effective Time to the extent permitted or required under\napplicable law and Synteni's\n\n                                      -25-\n\n\n\n\nCertificate of Incorporation and Bylaws in effect as of the date hereof (to the\nextent consistent with applicable law), for a period of not less than six (6)\nyears after the Effective Time. in the event that Incyte (i) causes the\nSurviving Corporation to consolidate with or merge into any other entity and\nSurviving Corporation is not the continuing or surviving corporation or entity\nof such consolidation or merger, or (ii) causes the Surviving Corporation to\ntransfer or convey all or substantially all of Surviving Corporation's\nproperties and assets to any entity, then and in each such case, to the extent\nnecessary to effect the purposes of this Section 7.17, proper provision shall be\nmade so that the successors and assigns of the Surviving Corporation assume the\nobligations set forth in this Section 7.17 and none of the actions described in\nclause (i) or (ii) shall be taken until such provision is made.\n\n\n                                  ARTICLE VIII\n\n                            CONDITIONS TO THE MERGER\n                            ------------------------\n\n        8.1 Conditions to Obligations of Each Party to Effect the Merger. The\n            ------------------------------------------------------------\nrespective obligations of each party to this Agreement to consummate the Merger\nshall be subject to the satisfaction at or prior to the Closing of the following\nconditions:\n\n        (a) Stockholder Approval. This Agreement shall have been approved and\n            --------------------\nadopted by the requisite vote of the stockholders of Synteni.\n\n        (b) No Injunctions or Restraints; Illegality. No temporary restraining\n            ----------------------------------------\norder, preliminary or permanent injunction or other order issued by any court of\ncompetent jurisdiction or other legal or regulatory restraint or prohibition\npreventing the consummation of the Merger shall be in effect.\n\n        8.2 Additional Conditions to Obligations of Synteni. The obligations of\n            -----------------------------------------------\nSynteni to consummate the Merger and the transactions contemplated by this\nAgreement shall be subject to the satisfaction at or prior to the Closing of\neach of the following conditions, any of which may be waived, in writing,\nexclusively by Synteni:\n\n        (a) Representations and Warranties. The representations and warranties\n            ------------------------------\nof Incyte and Merger Subsidiary contained in this Agreement shall be true and\ncorrect on the date hereof (except for representations and warranties made as of\na specified date, which need be true and correct only as of the specified date),\nand except for such inaccuracies that, considered collectively, have not had and\nwould not reasonably be expected to have a material adverse effect on Incyte and\nits subsidiaries, taken as a whole (it being understood that, for purposes of\ndetermining the accuracy of such representations and warranties, all \"material\nadverse effect\" and other materiality qualifications contained in such\nrepresentations and warranties shall be disregarded).\n\n        (b) Agreements and Covenants. Each of Incyte and Merger Subsidiary shall\n            ------------------------\nhave performed or complied with all agreements and covenants required by this\nAgreement to be performed or complied with by it on or prior to the Effective\nTime, except where such non-compliance would not have a material adverse effect\non Incyte and its subsidiaries, taken as a whole, or on Incyte's ability to\nconsummate the transactions contemplated by this Agreement.\n\n                                      -26-\n\n\n\n\n        (c) Officer's Certificate. Each of Incyte and Merger Subsidiary shall\n            ---------------------\nhave furnished Synteni with a certificate dated the Closing Date signed on\nbehalf of it by the Chief Executive Officer or President to the effect that the\nconditions set forth in Sections 8.2(a) and (b) have been satisfied.\n\n        (d) Legal Opinion. Synteni shall have received a legal opinion from\n            -------------\nPillsbury Madison &amp; Sutro LLP, counsel to Incyte, in substantially the form\nattached hereto as Exhibit B.\n\n        (e) Tax Opinion. The stockholders of Synteni shall have received a\n            -----------\nwritten opinion from Cooley Godward LLP, counsel to Synteni, to the effect set\nforth in Section 7.10.\n\n        (f) Registration Rights Agreement. Incyte shall have entered into the\n            -----------------------------\nRegistration Rights Agreement attached hereto as Exhibit E.\n\n        (g) Nasdaq Listing. The Incyte Common issuable to Securityholders\n            --------------\npursuant to this Agreement shall have been authorized for trading on the Nasdaq\nNational Market effective upon the Closing Date.\n\n        8.3 Additional Conditions to the Obligations of Incyte and Merger\n            -------------------------------------------------------------\nSubsidiary. The obligations of Incyte and Merger Subsidiary to consummate the\n- ----------\nMerger and the transactions contemplated by this Agreement shall be subject to\nthe satisfaction at or prior to the Closing of each of the following conditions,\nany of which may be waived, in writing, exclusively by Incyte:\n\n        (a) Representations and Warranties. The representations and warranties\n            ------------------------------\nof Synteni contained in this Agreement shall be true and correct on the date\nhereof (except for representations and warranties made as of a specified date,\nwhich need be true and correct only as of the specified date), except for such\ninaccuracies that, considered collectively, have not had and would not\nreasonably be expected to have a material adverse effect on Synteni (it being\nunderstood that, for purposes of determining the accuracy of such\nrepresentations and warranties, all \"material adverse effect\" and other\nmateriality qualifications contained in such representations and warranties\nshall be disregarded).\n\n        (b) Agreements and Covenants. Synteni shall have performed or complied\n            ------------------------\nwith all agreements and covenants required by this Agreement to be performed or\ncomplied with by it on or prior to the Effective Time, except where such\nnon-compliance would not have a material adverse effect on Synteni or Synteni's\nability to consummate the transactions contemplated by this Agreement.\n\n        (c) Officer's Certificate. Synteni shall have furnished Incyte with a\n            ---------------------\ncertificate dated the Closing Date signed on behalf of it by its Chief Executive\nOfficer or President to the effect that the conditions set forth in Sections\n8.3(a) and (b) have been satisfied.\n\n        (d) Legal Opinion. Incyte shall have received a legal opinion from\n            -------------\nCooley Godward LLP, legal counsel to Synteni, in substantially the form attached\nhereto as Exhibit C.\n\n        (e) Pooling Letters. Each of the parties to this Agreement shall have\n            ---------------\nreceived letters from Ernst &amp; Young LLP, delivered concurrently with the\nexecution of this Agreement, regarding such firm's concurrence with Incyte\nmanagement's and Synteni management's conclusions, as of the date of this\nAgreement, as to the appropriateness of pooling of interests accounting for the\nMerger under\n\n                                      -27-\n\n\n\n\nAPB 16 if closed and consummated in accordance with this Agreement. Furthermore,\neach of the parties to this Agreement shall have received letters from Ernst &amp; Young LLP, dated as of the Closing, reaffirming such firm's concurrence with\nIncyte management's and Synteni management's conclusions, as of the date of this\nAgreement, as to the appropriateness of pooling of interests accounting for the\nMerger under APB 16 if closed and consummated in accordance with this Agreement.\n\n        (f) Third Party Consents. Incyte shall have been furnished with evidence\n            --------------------\nsatisfactory to it that Synteni (i) has obtained the consents, approvals,\nassignments and waivers set forth in the Disclosure Schedule, the absence of\nwhich would have a material adverse effect on Synteni and (ii) has complied with\nthe notice requirements of the Synteni Warrants.\n\n        (g) Resignations. Incyte shall have received the resignations of such of\n            ------------\nthe directors and officers of Synteni as Incyte shall designate by written\nnotice to Synteni delivered no later than three (3) business days prior to the\nClosing Date, such resignations to be effective immediately upon the Closing.\n\n        (h) Dissenters' Rights. Holders of more than 8% of the outstanding\n            ------------------\nSynteni Shares shall not have exercised, nor shall they have any continued right\nto exercise, appraisal, dissenters' or similar rights under applicable law with\nrespect to their Synteni Shares by virtue of the Merger.\n\n        (i) Escrow Agreement. Incyte, Synteni, the Escrow Agent referred to in\n            ----------------\nSection 9.2(a) and the Securityholder Agent referred to in Section 9.2(c) shall\nhave entered into the Escrow Agreement in substantially the form attached hereto\nas Exhibit D (the \"Escrow Agreement\").\n\n\n                                   ARTICLE IX\n\n                           INDEMNIFICATION AND ESCROW\n                           --------------------------\n\n        9.1 Survival of Representations and Warranties. All of Synteni's\n            ------------------------------------------\nrepresentations and warranties in this Agreement or in any instrument delivered\npursuant to this Agreement shall survive the Merger and continue until 5:00\np.m., California time, on the earlier of the date which is the date of the\nauditor's report for the first audit of Incyte's financial statements for the\nyear ending December 31, 1998 or the date which is one year after the Closing\nDate (the \"Expiration Date\") and shall not be affected by any investigation\nconducted for or on behalf of Incyte with respect thereto or any knowledge\nacquired by Incyte or its officers, directors, employees, stockholders or agents\nas to the accuracy or inaccuracy of any such representation or warranty. The\nwaiver of any condition based on the accuracy of any representation or warranty,\nor the performance or compliance of any covenant or obligation, will not affect\nthe right to indemnification set forth in this Article IX.\n\n        9.2 Indemnification and Escrow Arrangements.\n            ---------------------------------------\n\n        (a) Escrow Fund and Indemnification. Subject to the limitations set\n            -------------------------------\nforth herein, by approval and adoption of this Agreement, each of the\nSecurityholders agrees to indemnify Incyte for such Securityholder's pro rata\nportion of claims, losses, liabilities, damages, deficiencies, costs and\nexpenses, including reasonable attorneys' fees and expenses, and expenses of\ninvestigation and\n\n                                      -28-\n\n\n\n\ndefense (calculated after deduction for insurance proceeds recovered or\nrecoverable) incurred by Incyte or the Surviving Corporation as a result of any\ninaccuracy or breach of a representation or warranty of Synteni contained herein\nor in any instrument delivered pursuant to this Agreement or any failure by\nSynteni to perform or comply with any covenant contained herein (hereinafter\nindividually a \"Loss\" and collectively \"Losses\"). Incyte and Synteni each\nacknowledge that such Losses, if any, would relate to unresolved contingencies\nexisting at the date hereof, which if resolved at the date hereof would have led\nto a reduction in the aggregate Merger Consideration. The adoption and approval\nof this Agreement by the Securityholders shall constitute approval of the Escrow\nAgreement and of all of the arrangements relating thereto, including without\nlimitation the placement of the Escrow Shares in escrow and the appointment of\nthe Securityholder Agent (as defined in paragraph (c) below). At the Effective\nTime, Securityholders will be deemed to have received and deposited with the\nEscrow Agent (as defined below) the Escrow Shares (plus any additional shares as\nmay be issued upon any stock split, stock dividend or recapitalization effected\nby Incyte after the Effective Time), without any act of any Securityholder. As\nsoon as practicable after the Effective Time, the Escrow Shares will be\ndeposited with First Trust of California, National Association (or other\ninstitution acceptable to Incyte and the Securityholder Agent), as Escrow Agent\n(the \"Escrow Agent\"), such deposit to constitute an escrow fund (the \"Escrow\nFund\") to be governed by the terms set forth herein and in the Escrow Agreement.\nThe portion of the Escrow Shares contributed on behalf of each Securityholder\nshall be in proportion to the aggregate shares of Incyte Common which such\nholder would otherwise be entitled under Section 2.1(c) rounded down to the\nnearest whole share, with the remaining number of shares that are distributed to\nsuch holder being rounded up to the nearest whole share. The Escrow Fund shall\nbe available to compensate Incyte and the Surviving Corporation for any Losses.\nThe right of Incyte and the Surviving Corporation after the Effective Time to\nassert indemnification claims and receive indemnification payments from the\nEscrow Fund pursuant to this Article IX shall be the sole and exclusive right\nand remedy exercisable by such parties with respect to any inaccuracy or breach\nin any representation, warranty, or covenant contained in this Agreement or in\nany instrument delivered pursuant to this Agreement or in connection with the\ntransactions contemplated hereby. Notwithstanding the foregoing, these\nlimitations contained in this Section 9.2(a) shall not apply to fraud or willful\nmisconduct. Incyte may not receive any shares from the Escrow Fund unless and\nuntil Officer's Certificates (as defined in paragraph (e) below) identifying\nLosses, the aggregate cumulative amount of which exceed $100,000, have been\ndelivered to the Escrow Agent as provided in paragraph (e); in such case, Incyte\nmay recover from the Escrow Fund the entire amount of the cumulative Losses.\nExcept for fraud or willful misconduct by such Securityholder, no Securityholder\nshall be liable to Incyte or Merger Subsidiary for any amount other than its\nproportionate share of the Escrow.\n\n        (b) Escrow Period; Distribution upon Termination of Escrow Periods.\n            --------------------------------------------------------------\nSubject to the following requirements, the Escrow Fund shall be in existence\nimmediately following the Effective Time and shall terminate at 5:00 p.m.,\nCalifornia time, on the Expiration Date (the \"Escrow Period\"); provided that the\nEscrow Period shall not terminate with respect to such amount (or some portion\nthereof), that together with the aggregate amount remaining in the Escrow Fund\nis necessary in the reasonable judgment of Incyte, subject to the objection of\nthe Securityholder Agent and the subsequent arbitration of the matter in the\nmanner provided in Section 9.2(g) hereof, to satisfy any unsatisfied Losses\nconcerning facts and circumstances existing prior to the termination of the\nEscrow Period specified in any Officer's Certificate delivered to the Escrow\nAgent prior to termination of the Escrow Period. As soon as any such Loss has\nbeen resolved, the Escrow Agent shall deliver to the Securityholders the\nremaining portion of the Escrow Fund not required to satisfy any other\n\n                                      -29-\n\n\n\n\nsuch unresolved Loss. Deliveries of Escrow Shares to the Securityholders\npursuant to this Section 9.2(b) shall be made in proportion to their respective\noriginal contributions to the Escrow Fund.\n\n        (c) Securityholder Agent of the Securityholders; Power of Attorney.\n            --------------------------------------------------------------\n\n        (i) In the event that this Agreement is approved and adopted by the\nSynteni's stockholders, effective upon such consent, and without further act of\nany stockholder, Tadmor Shalon, shall be appointed as agent and attorney-in-fact\n(the \"Securityholder Agent\") for each Securityholder, for and on behalf of\nSecurityholders, to give and receive notices and communications, to authorize\ndelivery to Incyte of shares of Incyte Common from the Escrow Fund in\nsatisfaction of claims by Incyte, to object to such deliveries, to agree to\nnegotiate, enter into settlements and compromises of, and demand arbitration and\ncomply with orders of courts and awards of arbitrators with respect to such\nclaims, and to take all actions necessary or appropriate in the judgment of the\nSecurityholder Agent for the accomplishment of the foregoing. Such agency may be\nchanged by the Securityholders from time to time upon not less than thirty (30)\ndays' prior written notice to Incyte; provided that the Securityholder Agent may\nnot be removed unless holders of a two-thirds interest of the Escrow Fund agree\nto such removal and to the identity of the substituted agent. Any vacancy in the\nposition of Securityholder Agent may be filled by approval of the holders of a\nmajority in interest of the Escrow Fund. No bond shall be required of the\nSecurityholder Agent, and the Securityholder Agent shall not receive\ncompensation for his services. Notices or communications to or from the\nSecurityholder Agent shall constitute notice to or from each of the\nSecurityholders.\n\n        (ii) The Securityholder Agent shall not be liable for any act done or\nomitted hereunder as Securityholder Agent while acting in good faith and in the\nexercise of reasonable judgment. The Securityholders on whose behalf the Escrow\nShares were contributed to the Escrow Fund shall severally indemnify the\nSecurityholder Agent and hold the Securityholder Agent harmless against any\nloss, liability or expense incurred without negligence or bad faith on the part\nof the Securityholder Agent and arising out of or in connection with the\nacceptance or administration of the Securityholder Agent's duties hereunder,\nincluding the reasonable fees and expenses of any legal counsel retained by the\nSecurityholder Agent.\n\n        (d) Protection of Escrow Fund.\n            -------------------------\n\n        (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the\nEscrow Period, shall treat such fund as a trust fund in accordance with the\nterms of this Agreement and not as the property of Incyte and shall hold and\ndispose of the Escrow Fund only in accordance with the terms hereof.\n\n        (ii) Any shares of Incyte Common or other equity securities issued or\ndistributed by Incyte (including shares issued upon a stock split) in respect of\nshares of Incyte Common in the Escrow Fund at the time of issuance or\ndistribution shall be added to the Escrow Fund and become a part thereof. Cash\ndividends on shares of Incyte Common in the Escrow Fund shall not be added to\nthe Escrow Fund but shall be distributed to the recordholders thereof.\n\n        (iii) Each Securityholder shall have voting rights with respect to the\nshares of Incyte Common contributed to the Escrow Fund on behalf of such\nSecurityholder (and on any voting securities added to the Escrow Fund in respect\nof such shares of Incyte Common Stock).\n\n                                      -30-\n\n\n\n\n        (e) Claims Upon Escrow Fund.\n            -----------------------\n\n        (i) Upon receipt by the Escrow Agent at any time on or before 5:00 p.m.\nCalifornia time on the Expiration Date of a certificate signed by any officer of\nIncyte (an \"Officer's Certificate\"): (A) stating that Incyte has paid or\nproperly accrued or reasonably anticipates that it will have to pay or accrue\nLosses, and (B) specifying in reasonable detail the individual items of Losses\nincluded in the amount so stated, the date each such item was paid or properly\naccrued, or the basis for such anticipated liability, and the nature of the\nmisrepresentation, breach of warranty or covenant to which such item is related\nand to the extent known a reasonable summary of the facts underlying the claim,\nand if no objection is received from the Securityholder Agent in accordance with\nSection 9.2(f), the Escrow Agent shall, subject to the provisions of Section\n9.2(f) hereof, deliver to Incyte out of the Escrow Fund, as promptly as\npracticable, shares of Incyte Common Stock held in the Escrow Fund in an amount\nequal to such Losses.\n\n        (ii) For the purposes of determining the number of shares of Incyte\nCommon to be delivered to Incyte to Section 9.2(e)(i) hereof, the shares of\nIncyte Common shall be valued at the average of the closing prices per share of\nIncyte Common on the Nasdaq National Market for the ten (10) consecutive trading\ndays ending on the date that is three (3) trading days prior to the Closing\nDate. Incyte and the Securityholder Agent shall certify such fair market value\nin a certificate signed by both Incyte and the Securityholder Agent, and shall\ndeliver such certificate to the Escrow Agent.\n\n        (f) Objections to Claims. At the time of delivery of any Officer's\nCertificate to the Escrow Agent, a duplicate copy of such certificate shall be\ndelivered to the Securityholder Agent and for a period of thirty (30) days after\nsuch delivery, the Escrow Agent shall make no delivery to Incyte of any Escrow\nShares pursuant to Section 9.2(e) hereof unless the Escrow Agent shall have\nreceived written authorization from the Securityholder Agent to make such\ndelivery. After the expiration of such thirty (30) day period, the Escrow Agent\nshall make delivery of shares of Incyte Common from the Escrow Fund in\naccordance with Section 9.2(e) hereof, provided that no such payment or delivery\nmay be made if the Securityholder Agent shall object in a written statement to\nthe claim made in the Officer's Certificate, and such statement shall have been\ndelivered to the Escrow Agent prior to the expiration of such thirty (30) day\nperiod.\n\n        (g) Resolution of Conflicts; Arbitration.\n            ------------------------------------\n\n        (i) In case the Securityholder Agent shall object in writing to any\nclaim or claims made in any Officer's Certificate, the Securityholder Agent and\nIncyte shall attempt in good faith to agree upon the rights of the respective\nparties with respect to each of such claims. If the Securityholder Agent and\nIncyte should so agree, a memorandum setting forth such agreement shall be\nprepared and signed by both parties and shall be furnished to the Escrow Agent.\nThe Escrow Agent shall be entitled to rely on any such memorandum and distribute\nshares of Incyte Common from the Escrow Fund in accordance with the terms\nthereof.\n\n        (ii) If no such agreement can be reached after good faith negotiation,\neither Incyte or the Securityholder Agent may demand arbitration of the matter\nunless the amount of the damage or loss is at issue in pending litigation with a\nthird party, in which event arbitration shall not be commenced until such amount\nis ascertained or both parties agree to arbitration; and in either such event\nthe matter shall be settled by arbitration conducted by three arbitrators.\nIncyte and the Securityholder Agent shall each select one arbitrator, and the\ntwo arbitrators so selected shall select a third\n\n                                      -31-\n\n\n\n\narbitrator, each of which arbitrators shall be independent and have at least ten\nyears relevant experience. The arbitrators shall set a limited time period and\nestablish procedures designed to reduce the cost and time for discovery while\nallowing the parties an opportunity, adequate in the sole judgment of the\narbitrators, to discover relevant information from the opposing parties about\nthe subject matter of the dispute. The arbitrators shall rule upon motions to\ncompel or limit discovery and shall have the authority to impose sanctions,\nincluding attorneys' fees and costs, to the extent as a court of competent law\nor equity, should the arbitrators determine that discovery was sought without\nsubstantial justification or that discovery was refused or objected to without\nsubstantial justification. The decision of a majority of the three arbitrators\nas to the validity and amount of any claim in such Officer's Certificate shall\nbe binding and conclusive upon the parties to this Agreement, and\nnotwithstanding anything in Section 9.2(f) hereof, the Escrow Agent shall be\nentitled to act in accordance with such decision and make or withhold payments\nout of the Escrow Fund in accordance therewith. Such decision shall be written\nand shall be supported by written findings of fact and conclusions which shall\nset forth the award, judgment, decree or order awarded by the arbitrators. The\narbitrators shall not award less than any amount of losses conceded by the\nSecurityholder Agent as being properly payable from the Escrow Fund nor any\namount in excess of the total losses sought by Incyte and shall in no event\naward punitive damages.\n\n        (iii) Judgment upon any award rendered by the arbitrators may be entered\nin any court having jurisdiction. Any such arbitration shall be held in Palo\nAlto, California, under the rules then in effect of the Judicial Arbitration and\nMediation Services, Inc.\n\n        (iv) The fees of the arbitration or arbitrators shall be shared one-half\nby Incyte and one-half by the Securityholders. Fees to be paid by\nSecurityholders shall be borne pro rata in accordance with their respective\nownership of Synteni Stock immediately prior to Closing and may, with the\nconsent of the Securityholder Agent and Incyte, be paid from the Escrow Fund.\n\n        (h) Actions of the Securityholder Agent. A decision, act, consent or\n            -----------------------------------\ninstruction of the Securityholder Agent shall constitute a decision of all the\nSecurityholders for whom a portion of the Escrow Shares otherwise issuable to\nthem are deposited in the Escrow Fund and shall be final, binding and conclusive\nupon each of the Securityholders, and the Escrow Agent and Incyte may rely upon\nany such decision, act, consent or instruction of the Securityholder Agent as\nbeing the decision, act, consent or instruction of each Securityholder. The\nEscrow Agent and Incyte are hereby relieved from any liability to any person for\nany acts done by them in accordance with such decision, act, consent or\ninstruction of the Securityholder Agent.\n\n        (i) Third-Party Claims. In the event Incyte becomes aware of a\n            ------------------\nthird-party claim which Incyte believes may result in a demand against the\nEscrow Fund, Incyte shall notify the Securityholder Agent of such claim, and the\nSecurityholder Agent, as representative for the Securityholders, shall be\nentitled, at their expense, to participate in any defense of such claim. Incyte\nshall have the right in its sole discretion to settle any such claim; provided,\nhowever, that except with the consent of the Securityholder Agent no settlement\nof any such claim with third-party claimants shall alone be determinative of the\namount of any claim against the Escrow Fund. In the event of any settlement\nwithout the consent of the Securityholder Agent, then no information relating to\nthe settlement may be introduced in arbitration proceeding. In the event that\nthe Securityholder Agent has consented in writing to any such settlement and\nacknowledged that the claim by Incyte is a valid claim against the Escrow Fund,\nthe Securityholder Agent shall have no\n\n                                      -32-\n\n\n\n\npower or authority to object under any provision of this Article IX to the\namount of any claim by Incyte against the Escrow Fund with respect to such\nsettlement.\n\n                                    ARTICLE X\n\n                     TERMINATION, AMENDMENT, WAIVER, CLOSING\n                     ---------------------------------------\n\n        10.1 Termination. Except as provided in Section 10.2 below, this\n             -----------\nAgreement may be terminated and the Merger abandoned at any time prior to the\nEffective Time:\n\n        (a) By mutual consent of Synteni and Incyte;\n\n        (b) By Incyte or Synteni if: (i) the Effective Time has not occurred by\nJanuary 31, 1998 (provided that the right to terminate this Agreement under this\nclause (i) shall not be available to any party whose willful failure to fulfill\nany obligation hereunder has been the cause of, or resulted in, the failure of\nthe Effective Time to occur on or before such date); (ii) there shall be a final\nnon-appealable order, decree or ruling of a court of competent jurisdiction in\neffect preventing consummation of the Merger; (iii) there shall be any statute,\nrule, regulation or non-appealable order enacted, promulgated or issued or\ndeemed applicable to the Merger by any governmental entity that would make\nconsummation of the Merger illegal; or (iv) the approval and adoption of this\nAgreement by Synteni's stockholders shall not have been obtained;\n\n        (c) By Incyte or Synteni if there shall be any action taken, or any\nstatute, rule, regulation or order enacted, promulgated or issued or deemed\napplicable to the Merger, by any governmental entity, which would: (i) prohibit\nIncyte's or Synteni's ownership or operation of any portion of the business of\nSynteni or (ii) compel Incyte or Synteni to dispose of or hold separate, as a\nresult of the Merger, any portion of the business or assets of Synteni or\nIncyte; in either case, the unavailability of which assets or business would\nhave a material adverse effect on Incyte or would reasonably be expected to have\na material adverse effect on Incyte's ability to realize the benefits expected\nfrom the Merger.\n\n        (d) By Incyte if the Synteni Board shall have failed to recommend or\nmodifies in a manner adverse to Incyte its recommendation concerning this\nAgreement or shall have disclosed in any manner its intention to modify in a\nmanner adverse to Incyte such recommendation;\n\n        (e) By Incyte if the Synteni Board makes any recommendation with respect\nto an Acquisition Transaction, except a recommendation against an Acquisition\nTransaction, (including making no recommendation or stating an inability to make\na recommendation) or the Synteni Board shall have resolved to take any such\naction and publicly disclosed this resolution.\n\n        Where action is taken to terminate this Agreement pursuant to this\nSection 10.1, it shall be sufficient for such action to be authorized by the\nBoard of Directors (as applicable) of the party taking such action.\n\n        10.2 Effect of Termination. In the event of termination of this\n             ---------------------\nAgreement as provided in Section 10.1, this Agreement shall forthwith become\nvoid and there shall be no liability or obligation on the part of Incyte, Merger\nSubsidiary or Synteni, or their respective subsidiaries, officers, directors or\nstockholders, provided that, the provisions of Sections 7.3 and 7.4 and\n\n                                      -33-\n\n\n\n\nArticle X of this Agreement shall remain in full force and effect and survive\nany termination of this Agreement.\n\n        10.3 Amendment or Supplement. This Agreement may be amended or\n             -----------------------\nsupplemented at any time before or after approval of this Agreement by the\nstockholders of Synteni to the extent permitted under Section 251(d) of Delaware\nLaw. No amendment or supplement shall be effective unless in writing and signed\nby the party or parties sought to be bound thereby.\n\n        Subject to the preceding paragraph, this Agreement may be amended in a\nwriting executed by the Chief Executive Officer of Synteni and the Chief\nExecutive Officer of Incyte in order to modify the structure of the Merger to\nsubstitute for Merger Subsidiary another directly or indirectly wholly owned\nsubsidiary of Incyte, pursuant to which such subsidiary shall then become a\nparty to this Agreement and all references in this agreement to Merger\nSubsidiary shall thereafter be deemed to refer to such substituted subsidiary of\nIncyte.\n\n        10.4 Extension of Time, Waiver. At any time prior to the Effective Time,\n             -------------------------\nIncyte and Merger Subsidiary, on the one hand, and Company, on the other hand,\nmay, to the extent legally allowed:\n\n               (a) Extend the time for the performance of any of the obligations\n        or other acts of the other party hereto,\n\n               (b) Waive any inaccuracies in the representations and warranties\n        made to such party contained herein or in any document delivered\n        pursuant hereto, and\n\n               (c) Waive compliance with any of the agreements or conditions for\n        the benefit of such party contained herein; provided, that no failure or\n        delay by any party hereto in exercising any right hereunder shall\n        operate as a waiver thereof nor shall any single or partial exercise\n        thereof preclude any other or further exercise thereof or the exercise\n        of any other right hereunder.\n\nAny agreement on the part of any party hereto to any such extension or waiver\nshall be valid if set forth in an instrument in writing signed on behalf of such\nparty.\n\n\n                                   ARTICLE XI\n\n                                     GENERAL\n                                     -------\n\n        11.1 Notices. Any notice, request, instruction or other document to be\n             -------\ngiven hereunder by any party to the other shall be in writing and delivered\npersonally or sent by certified mail, postage prepaid, by telecopy (with receipt\nconfirmed and promptly confirmed by personal delivery, U.S. first class mail, or\ncourier), or by courier service, as follows:\n\n                                      -34-\n\n\n\n\n        (a) If to Incyte or Merger Subsidiary to:\n\n               Incyte Pharmaceuticals, Inc.\n               3174 Porter Drive\n               Palo Alto, CA 94304\n               Attn:  Chief Executive Officer\n               Fax:  (650) 845-4574\n\n        with a copy to:\n\n               Pillsbury Madison &amp; Sutro LLP\n               235 Montgomery Street\n               San Francisco, CA 94104\n               Attn:  Stanton D. Wong\n               Fax:  (415) 983-7396\n\n        (b) If to Synteni to:\n\n               Synteni, Inc.\n               6519 Dumbarton Circle\n               Fremont, CA 94555\n               Attention:  President\n               Fax:  (510) 739-2250\n\n        with a copy to:\n\n               Cooley Godward LLP\n               5 Palo Alto Square\n               Palo Alto, CA 94306\n               Attn:  Matthew B. Hemington\n               Fax:  (650) 857-0663\n\n        If to Securityholder Agent:\n\n               Tadmor Shalon\n               155 Island Drive\n               Palo Alto, CA 94301\n\n        with a copy to:\n\n               Cooley Godward LLP\n               5 Palo Alto Square\n               Palo Alto, CA 94306\n               Attn:  Matthew B. Hemington\n               Fax:  (650) 857-0663\n\n                                      -35-\n\n\n\n\nor to such other persons as may be designated in writing by the parties, by a\nnotice given as aforesaid.\n\n        11.2 Headings. The headings of the several sections of this Agreement\n             --------\nare inserted for convenience of reference only and are not intended to affect\nthe meaning or interpretation of this Agreement.\n\n        11.3 Counterparts. This Agreement may be executed in counterparts, and\n             ------------\nwhen so executed each counterpart shall be deemed to be an original, and said\ncounterparts together shall constitute one and the same instrument.\n\n        11.4 Entire Agreement; Assignment. This Agreement, the Schedules and\n             ----------------------------\nExhibits hereto (including the Disclosure Schedule), and the documents and\ninstruments and other agreements among the parties hereto referenced herein: (a)\nconstitute the entire agreement among the parties with respect to the subject\nmatter hereof and supersede all prior agreements and understandings, both\nwritten and oral, among the parties with respect to the subject matter hereof;\n(b) are not intended to confer upon any other person any rights or remedies\nhereunder (except as provided in Section 11.8 below); and (c) except as\ncontemplated by Section 10.3 shall not be assigned by operation of law or\notherwise except as mutually agreed in writing between the parties\n\n        11.5 Severability. In the event that any provision of this Agreement or\n             ------------\nthe application thereof, becomes or is declared by a court of competent\njurisdiction to be illegal, void or unenforceable, the remainder of this\nAgreement will continue in full force and effect and the application of such\nprovision to other persons or circumstances will be interpreted so as reasonably\nto effect the intent of the parties hereto. The parties further agree to replace\nsuch void or unenforceable provision of this Agreement with a valid and\nenforceable provision that will achieve, to the extent possible, the economic,\nbusiness and other purposes of such void or unenforceable provision.\n\n        11.6 Other Remedies. Except as otherwise provided herein, any and all\n             --------------\nremedies herein expressly conferred upon a party will be deemed cumulative with\nand not exclusive of any other remedy conferred hereby, or by law or equity upon\nsuch party, and the exercise by a party of any one remedy will not preclude the\nexercise of any other remedy.\n\n        11.7 Governing Law. This Agreement shall be governed by and construed in\n             -------------\naccordance with the laws of the State of Delaware, regardless of the laws that\nmight otherwise govern under applicable principles of conflicts of laws thereof.\nEach of the parties hereto agrees that process may be served them in any manner\nauthorized by the laws of the State of Delaware for such persons and waives and\ncovenants not to assert or plead any objection which they might otherwise have\nto such jurisdiction and such process.\n\n        11.8 Absence of Third-Party Beneficiary Rights. No provision of this\n             -----------------------------------------\nAgreement is intended, or will be interpreted, to provide to or create for any\nthird-party beneficiary rights or any other rights of any kind in any client,\ncustomer, affiliate, stockholder, employee, partner or any party hereto or any\nother person or entity, and all provisions hereof will be personal solely\nbetween the parties to this Agreement, except that the provisions of Section\n7.17 shall be for the benefit of, and enforceable by, the indemnified persons\nreferred to therein.\n\n                                      -36-\n\n\n\n\n        IN WITNESS WHEREOF, the parties have caused this Agreement to be\nexecuted, all as of the date first above written.\n\n                                       INCYTE PHARMACEUTICALS, INC.\n\n\n\n                                       By   \/s\/  Roy A. Whitfield\n                                          -------------------------------------\n                                                      Roy A. Whitfield\n                                                 Chief Executive Officer\n\n\n                                       BOND ACQUISITION CORPORATION\n\n\n\n                                       By   \/s\/  Roy A. Whitfield\n                                          -------------------------------------\n                                                     Roy A. Whitfield\n                                                         President\n\n\n                                       SYNTENI, INC.\n\n\n\n                                       By   \/s\/  Tidhar Dari Shalon, Ph.D.\n                                          -------------------------------------\n                                                 Tidhar Dari Shalon, Ph.D.\n                                                         President\n\n                                      -37-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7847],"corporate_contracts_industries":[9405],"corporate_contracts_types":[9622,9626],"class_list":["post-43078","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-incyte-genomics-inc","corporate_contracts_industries-drugs__biotech","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43078","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43078"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43078"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43078"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43078"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}