INCYTE GENOMICS INC
AMENDED AND RESTATED 1993 DIRECTORS' STOCK OPTION
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<TYPE>EX-10.4
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<DESCRIPTION>AMENDED AND RESTATED 1993 DIRECTORS' STOCK OPTION
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                                                                    EXHIBIT 10.4

                              AMENDED AND RESTATED

                      1993 DIRECTORS' STOCK OPTION PLAN OF

                              INCYTE GENOMICS, INC.

                         (As Amended February 27, 2002)

SECTION 1. INTRODUCTION.

         The Plan was adopted on July 28, 1993, amended and restated as of
August 3, 1993, amended as of March 22, 1995, amended and restated as of March
18, 1998, amended and restated as of March 30, 2001, amended as of May 1, 2001,
amended as of December 20, 2001 and, subject to stockholder approval, amended as
of February 27, 2002. The purpose of the Plan is to offer the Company's
Nonemployee Directors an opportunity to acquire a proprietary interest in the
success of the Company, or to increase such interest, by purchasing Shares of
the Company's Stock. The Plan seeks to achieve this purpose by providing for the
grant of nonstatutory options to purchase Stock.

         The Plan is intended to comply in all respects with Rule 16b-3 (or its
successor) under the Exchange Act and shall be construed accordingly.

SECTION 2. DEFINITIONS.

(a)  "Board of Directors" shall mean the Board of Directors of the Company, as
     constituted from time to time.

(b)  "Change in Control" shall mean the occurrence of either of the following
     events:

     (i)  A change in the composition of the Board of Directors, as a result of
          which fewer than one-half of the incumbent directors are directors who
          either:

          (A)  Had been directors of the Company 24 months prior to such change;
               or

          (B)  Were elected, or nominated for election, to the Board of
               Directors with the affirmative votes of at least a majority of
               the directors who had been directors of the Company 24 months
               prior to such change and who were still in office at the time of
               the election or nomination; or

     (ii) Any "person" (as such term is used in sections 13(d) and 14(d) of the
          Exchange Act) by the acquisition or aggregation of securities is or
          becomes the beneficial owner, directly or indirectly, of securities of
          the Company representing 50% or more of the combined voting power of
          the Company's then outstanding securities ordinarily (and apart from
          rights accruing under special circumstances) having the right to vote
          at elections of directors (the "Base Capital Stock"); except that any
          change in the relative beneficial ownership of the Company's
          securities by any person resulting solely from a reduction in the
          aggregate number of outstanding shares of Base Capital

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           Stock, and any decrease thereafter in such person's ownership of
           securities, shall be disregarded until such person increases in any
           manner, directly or indirectly, such person's beneficial ownership of
           any securities of the Company.

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

(d)  "Company" shall mean Incyte Genomics, Inc. (formerly Incyte
     Pharmaceuticals, Inc.), a Delaware corporation.

(e)  "Employee" shall mean an employee (within the meaning of section 3401(c) of
     the Code and the regulations thereunder) of the Company or of a Subsidiary
     of the Company.

(f)  "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

(g)  "Exercise Price" shall mean the amount for which one Share may be purchased
     upon exercise of an Option, as specified in the applicable Stock Option
     Agreement.

(h)  "Fair Market Value" shall mean the market price of Stock, determined by the
     Board of Directors as follows:

     (i)   If Stock was traded over-the-counter on the date in question but was
           not traded on The Nasdaq Stock Market, then the Fair Market Value
           shall be equal to the mean between the last reported representative
           bid and asked prices quoted for such date by the principal automated
           inter-dealer quotation system on which Stock is quoted or, if the
           Stock is not quoted on any such system, by the "Pink Sheets"
           published by the National Quotation Bureau, Inc.;

     (ii)  If Stock was traded over-the-counter on the date in question and was
           traded on The Nasdaq Stock Market, then the Fair Market Value shall
           be equal to the last-transaction price quoted for such date by The
           Nasdaq Stock Market;

     (iii) If Stock was traded on a stock exchange on the date in question, then
           the Fair Market Value shall be equal to the closing price reported
           for such date by the applicable composite-transactions report; and

     (iv)  If none of the foregoing provisions is applicable, then the Fair
           Market Value shall be determined by the Board of Directors in good
           faith on such basis as it deems appropriate.

     In all cases, the determination of Fair Market Value by the Board of
     Directors shall be conclusive and binding on all persons.

     (i)   "Nonemployee Director" shall mean a member of the Board of Directors
           who (i) is not an Employee, (ii) does not own five percent or more of
           the Stock, (iii) does not represent an owner of five percent or more
           of the Stock and (iv) does not join the Board of Directors pursuant
           to, or as a result of, a contractual arrangement between the Company
           and a third party.

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(j)  "Nonstatutory Option" shall mean a stock option not described in sections
     422(b) or 423(b) of the Code.

(k)  "Option" shall mean a Nonstatutory Option granted under the Plan and
     entitling the holder to purchase Shares.

(l)  "Optionee" shall mean an individual who holds an Option.

(m)  "Plan" shall mean this 1993 Directors' Stock Option Plan of Incyte
     Genomics, Inc. (formerly Incyte Pharmaceuticals, Inc.), as it may be
     amended from time to time.

(n)  "Reverse Split" shall mean the one-for-two reverse split of the Stock
     authorized by the Board of Directors prior to the initial adoption of the
     Plan.

(o)  "Service" shall mean service as a member of the Board of Directors, whether
     or not as a Nonemployee Director.

(p)  "Share" shall mean one share of Stock, as adjusted in accordance with
     Section 6 (if applicable). All references to numbers of Shares in Section 3
     hereof give effect to the Reverse Split and the 100% stock dividends paid
     in November 1997 and August 2000.

(q)  "Stock" shall mean the Common Stock ($.001 par value) of the Company.

(r)  "Stock Option Agreement" shall mean the agreement between the Company and
     an Optionee that contains the terms, conditions and restrictions pertaining
     to his or her Option.

(s)  "Subsidiary" shall mean any corporation, if the Company and/or one or more
     other Subsidiaries own not less than 50 percent of the total combined
     voting power of all classes of outstanding stock of such corporation. A
     corporation that attains the status of a Subsidiary on a date after the
     adoption of the Plan shall be considered a Subsidiary commencing as of such
     date.

(t)  "Total and Permanent Disability" shall mean that the Optionee is unable to
     engage in any substantial gainful activity by reason of any medically
     determinable physical or mental impairment which can be expected to result
     in death or which has lasted, or can be expected to last, for a continuous
     period of not less than one year.

SECTION 3. STOCK SUBJECT TO PLAN.

(a)  Basic Limitation. Shares offered under the Plan shall be authorized but
     unissued Shares or treasury Shares. The aggregate number of Shares which
     may be issued under the Plan shall not exceed 1,100,000 Shares, subject to
     adjustment pursuant to Section 6. The number of Shares that are subject to
     Options at any time shall not exceed the number of Shares that then remain
     available for issuance under the Plan. The Company, during the term of the
     Plan, shall at all times reserve and keep available sufficient Shares to
     satisfy the requirements of the Plan.

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(b)  Additional Shares. In the event that any outstanding Option for any reason
     expires or is canceled or otherwise terminated, the Shares allocable to the
     unexercised portion of such Option shall again be available for the
     purposes of the Plan.

SECTION 4. TERMS AND CONDITIONS OF OPTIONS.

(a)  Stock Option Agreement. Each grant of an Option under the Plan shall be
     evidenced by a Stock Option Agreement between the Optionee and the Company.
     Such Option shall be subject to all applicable terms and conditions of the
     Plan and may be subject to any other terms and conditions that are not
     inconsistent with the Plan and that the Board of Directors deems
     appropriate for inclusion in a Stock Option Agreement.

(b)  Initial Grants. Each new Nonemployee Director who first joins the Board of
     Directors after March 30, 2001 shall receive an Option covering 30,000
     Shares within one business day after his or her initial election to the
     Board of Directors. The number of Shares included in an Option shall be
     subject to adjustment under Section 6.

(c)  Annual Grants. On the first business day following the conclusion of each
     regular annual meeting of the Company's stockholders, each Nonemployee
     Director who will continue serving as a member of the Board of Directors
     thereafter shall receive an Option covering 5,000 Shares, subject to
     adjustment under Section 6. Each Nonemployee Director who is not initially
     elected at a regular annual meeting of the Company's stockholders shall
     receive an Option to purchase a pro rata portion of 5,000 Shares within ten
     business days of such Director's election based on the number of full
     months remaining from date of election until the next regular annual
     meeting of the Company's stockholders divided by twelve. Any fractional
     shares resulting from such calculation shall be rounded up to the nearest
     whole number.

(d)  Exercise Price. The Exercise Price under each Option shall be equal to 100
     percent of the Fair Market Value of the Stock subject to such Option on the
     date when such Option is granted. The entire Exercise Price of Shares
     issued under the Plan shall be payable in cash when such Shares are
     purchased, except as follows:

     (i)   Payment may be made all or in part with Shares that have already been
           owned by the Optionee or the Optionee's representative for more than
           six months and that are surrendered to the Company in good form for
           transfer. Such Shares shall be valued at their Fair Market Value on
           the date when the new Shares are purchased under the Plan.

     (ii)  Payment may be made all or in part by the delivery (on a form
           prescribed by the Company) of an irrevocable direction to a
           securities broker approved by the Company to sell Shares and to
           deliver all or part of the sales proceeds to the Company in payment
           of all or part of the Exercise Price and any withholding taxes.

     (iii) Payment may be made all or in part by the delivery (on a form
           prescribed by the Company) of an irrevocable direction to pledge
           Shares to a securities broker or lender approved by the Company, as
           security for a loan, and to deliver all or part of the loan proceeds
           to the Company in payment of all or part of the Exercise Price and
           any withholding taxes.


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(e)  Vesting. Each Option granted under Subsection (b) above shall become
     exercisable (i) as to one-fourth (1/4) of the total number of shares
     covered by such Option on the first anniversary of the date of grant and
     (ii) as to one-forty-eighth (1/48) of the total number of shares covered by
     such Option on each of a series of thirty-six (36) monthly installments
     thereafter. Except as set forth in the next succeeding sentence and in the
     last sentence of this Subsection (e), each Option granted under Subsection
     (c) above shall become exercisable in full on the first anniversary of the
     date of grant. Except as set forth in the last sentence of this Subsection
     (e), each Option granted under Subsection (c) to Nonemployee Directors who
     were not initially elected at a regular annual meeting of the Company's
     stockholders shall become exercisable in full at the next regular annual
     meeting of the Company's stockholders following the date of grant.
     Notwithstanding the foregoing, each Option granted under Subsection (c)
     above that is outstanding shall become exercisable in full in the event
     that a Change in Control occurs with respect to the Company.

(f)  Term of Options. Subject to Subsections (g) and (h) below, each Option
     shall expire on the 10th anniversary of the date when such Option was
     granted.

(g)  Termination of Service (Except by Death). If an Optionee's Service
     terminates for any reason other than death, then his or her Options shall
     expire on the earliest of the following occasions:

     (i)   The expiration date determined pursuant to Subsection (f) above;

     (ii)  The date 24 months after the termination of the Optionee's Service,
           if the termination occurs because of his or her Total and Permanent
           Disability; or

     (iii) The date six months after the termination of the Optionee's Service
           for any reason other than Total and Permanent Disability.

The Optionee may exercise all or part of his or her Options at any time before
the expiration of such Options under the preceding sentence, but only to the
extent that such Options had become exercisable before his or her Service
terminated. The balance of such Options shall lapse when the Optionee's Service
terminates. In the event that the Optionee dies after the termination of his or
her Service but before the expiration of his or her Options, all or part of such
Options may be exercised at any time prior to their expiration by the executors
or administrators of the Optionee's estate or by any person who has acquired
such Options directly from him or her by bequest, inheritance or beneficiary
designation under the Plan, but only to the extent that such Options had become
exercisable before his or her Service terminated.

(h)  Death of Optionee. If an Optionee dies while he or she is in Service, then
     his or her Options shall expire on the earlier of the following dates:

     (i)   The expiration date determined pursuant to Subsection (f) above; or







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     (ii)  The date 24 months after his or her death.

     All or part of the Optionee's Options may be exercised at any time before
     the expiration of such Options under the preceding sentence by the
     executors or administrators of his or her estate or by any person who has
     acquired such Options directly from him or her by bequest, inheritance or
     beneficiary designation under the Plan.

(i)  Nontransferability. No Option shall be transferable by the Optionee other
     than by will, by written beneficiary designation or by the laws of descent
     and distribution. An Option may be exercised during the lifetime of the
     Optionee only by the Optionee or by the Optionee's guardian or legal
     representative. No Option or interest therein may be transferred, assigned,
     pledged or hypothecated by the Optionee during his or her lifetime, whether
     by operation of law or otherwise, or be made subject to execution,
     attachment or similar process.

(j)  Stockholder Approval. Subsection (e) above notwithstanding, no Option shall
     be exercisable under any circumstances unless and until the Company's
     stockholders have approved the Plan.

SECTION 5. MISCELLANEOUS PROVISIONS.

(a)  No Rights as a Stockholder. An Optionee, or a transferee of an Optionee,
     shall have no rights as a stockholder with respect to any Shares covered by
     his or her Option until he or she becomes entitled, pursuant to the terms
     of such Option, to receive such Shares. No adjustment shall be made, except
     as provided in Section 6.

(b)  Modification, Extension and Assumption of Options. Within the limitations
     of the Plan, the Board of Directors may modify, extend or assume
     outstanding Options or may accept the cancellation of outstanding Options
     (whether granted by the Company or another issuer) in return for the grant
     of new Options for the same or a different number of Shares and at the same
     or a different Exercise Price. The foregoing notwithstanding, no
     modification of an Option shall, without the consent of the Optionee,
     impair such Optionee's rights or increase his or her obligations under such
     Option.

(c)  Restrictions on Issuance of Shares. Shares shall not be issued under the
     Plan unless the issuance and delivery of such Shares comply with (or are
     exempt from) all applicable requirements of law, including (without
     limitation) the Securities Act of 1933, as amended, the rules and
     regulations promulgated thereunder, state securities laws and regulations,
     and the regulations of any stock exchange on which the Company's securities
     may then be listed. The Company may impose restrictions upon the sale,
     pledge or other transfer of such Shares (including the placement of
     appropriate legends on stock certificates) if, in the judgment of the
     Company and its counsel, such restrictions are necessary or desirable in
     order to achieve compliance with the provisions of the Securities Act of
     1933, as amended, the securities laws of any state or any other law.

(d)  Withholding Taxes. The Company's obligation to deliver Stock upon the
     exercise of an Option shall be subject to any applicable tax withholding
     requirements.







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(e)  No Retention Rights. No provision of the Plan, nor any Option granted under
     the Plan, shall be construed as giving any person the right to be elected
     as, or to be nominated for election as, a Nonemployee Director or to remain
     a Nonemployee Director.

SECTION 6. ADJUSTMENT OF SHARES.

(a)  General. In the event of a subdivision of the outstanding Stock, a
     declaration of a dividend payable in Shares, a declaration of a dividend
     payable in a form other than Shares in an amount that has a material effect
     on the value of Shares, a combination or consolidation of the outstanding
     Stock into a lesser number of Shares, a recapitalization, a spin-off, a
     reclassification or a similar occurrence, the Board of Directors shall make
     appropriate adjustments in one or more of (i) the number of Options
     available for future grants under Section 3, (ii) the number of Shares to
     be covered by each new Option under Section 4, (iii) the number of Shares
     covered by each outstanding Option or (iv) the Exercise Price under each
     outstanding Option.

(b)  Reorganizations. In the event that the Company is a party to a merger or
     other reorganization, outstanding Options shall be subject to the agreement
     of merger or reorganization. Such agreement shall provide (i) for the
     assumption of outstanding Options by the surviving corporation or its
     parent, (ii) for their continuation by the Company, if the Company is a
     surviving corporation, (iii) for payment of a cash settlement equal to the
     difference between the amount to be paid for one Share pursuant to such
     agreement and the Exercise Price or (iv) for the acceleration of their
     exercisability followed by the cancellation of Options not exercised, in
     all cases without the Optionees' consent. Any cancellation shall not occur
     until after such acceleration is effective and Optionees have been notified
     of such acceleration.

(c)  Reservation of Rights. Except as provided in this Section 6, an Optionee
     shall have no rights by reason of (i) any subdivision or consolidation of
     shares of stock of any class, (ii) the payment of any dividend or (iii) any
     other increase or decrease in the number of shares of stock of any class.
     Any issue by the Company of shares of stock of any class, or securities
     convertible into shares of stock of any class, shall not affect, and no
     adjustment by reason thereof shall be made with respect to, the number or
     Exercise Price of Shares subject to an Option. The grant of an Option
     pursuant to the Plan shall not affect in any way the right or power of the
     Company to make adjustments, reclassifications, reorganizations or changes
     of its capital or business structure, to merge or consolidate or to
     dissolve, liquidate, sell or transfer all or any part of its business or
     assets.

SECTION 7. DURATION AND AMENDMENTS.

(a)  Term of the Plan. The Plan shall become effective on the date of its
     adoption by the Board of Directors, subject to approval of the Company's
     stockholders. The Plan shall remain in effect until it is terminated under
     Subsection (b) below.

(b)  Right to Amend or Terminate the Plan. The Board of Directors may amend,
     suspend or terminate the Plan at any time and for any reason, except that
     the provisions of the Plan relating to the amount, price and timing of
     Option grants shall not be amended more than

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     once in any six-month period. Any amendment of the Plan shall be subject to
     the approval of the Company's stockholders to the extent required by
     applicable laws, regulations, rules, listing standards or other
     requirements, including (without limitation) Rule 16b-3 under the Exchange
     Act. Stockholder approval shall not be required for any other amendment of
     the Plan.

(c)  Effect of Amendment or Termination. No Shares shall be issued or sold under
     the Plan after the termination thereof, except upon exercise of an Option
     granted prior to such termination. The termination of the Plan, or any
     amendment thereof, shall not affect any Option previously granted under the
     Plan.

SECTION 8. EXECUTION.

         To record the amendment of the Plan as of February 27, 2002, the
Company has caused its authorized officer to execute the same.

                                 INCYTE GENOMICS, INC.


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

                                 Title  Executive Vice President
                                      ------------------------------------------











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