INCYTE GENOMICS INC
EMPLOYMENT AGREEMENT DATED AS OF 5/2/2001
<DOCUMENT>
<TYPE>EX-10.23
<SEQUENCE>3
<FILENAME>dex1023.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT DATED AS OF 5/2/2001
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.23


                             EMPLOYMENT AGREEMENT
                             --------------------


     THIS EMPLOYMENT AGREEMENT (the "Agreement") by and between INCYTE GENOMICS,
INC., a Delaware corporation (the "Company"), and ROY A. WHITFIELD (the
"Executive"), dated as of the 2nd day of May, 2001.

     The Board of Directors of the Company (the "Board"), has determined that it
is in the best interests of the Company and its stockholders to assure that the
Company will have the continued dedication of the Executive, notwithstanding the
possibility, threat or occurrence of a Change in Control (as defined below) of
the Company. The Board believes it is imperative to diminish the inevitable
distraction of the Executive by virtue of the personal uncertainties and risks
created by a pending or threatened Change in Control and to encourage the
Executive's full attention and dedication to the Company currently and in the
event of any threatened or pending Change in Control, and to provide the
Executive with compensation and benefits arrangements upon a Change in Control
which ensure that the compensation and benefits expectations of the Executive
will be satisfied and which are competitive with those of other comparable
corporations. Therefore, in order to accomplish these objectives, the Board has
caused the Company to enter into this Agreement.

     NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

     SECTION 1. DEFINITIONS

     (a)  "Annual Base Salary" shall mean the highest rate of annual base salary
paid or payable, including any base salary which has been earned but deferred,
to the Executive by the Company and its affiliated companies in respect of the
12-month period immediately preceding the month in which the Change in Control
or, in the case of termination other than on account of a Change in Control, the
Date of Termination occurs.

     (b)  "Business Unit" shall mean a Subsidiary or a business division of the
Company or Subsidiary in which the Executive is primarily employed.

     (c)  "Cause" shall mean:

          (i)    The willful and continued failure of the Executive to perform
     substantially the Executive's duties with the Company or one of its
     affiliates (other than any such failure resulting from incapacity due to
     physical or mental illness or impairment), after a written demand for
     substantial performance is delivered to the Executive by the Board which
     specifically identifies the manner in which the Board believes that the
     Executive has not substantially performed the Executive's duties; or

          (ii)   The willful engaging by the Executive in illegal conduct, gross
     misconduct or dishonesty which is materially and demonstrably injurious to
     the Company; or

          (iii)  Unauthorized and prejudicial disclosure or misuse of the
     Company's secret, confidential or proprietary information, knowledge or
     data relating to the Company or its affiliates.
<PAGE>

          Notwithstanding the foregoing, "Cause" shall not include any act, or
     failure to act, based upon authority given pursuant to a resolution duly
     adopted by the Board or based upon the advice of counsel for the Company.
     The cessation of employment of the Executive shall not be deemed to be for
     Cause unless and until there shall have been delivered to the Executive a
     copy of a resolution duly adopted by the affirmative vote of not less than
     three-quarters of the entire membership of the Board at a meeting of the
     Board called and held for such purpose (after reasonable notice is provided
     to the Executive and the Executive is given an opportunity, together with
     counsel, to be heard before the Board), finding that, in the good faith
     opinion of the Board, the Executive is guilty of the conduct described in
     subparagraph (i) or (ii) above, and specifying the particulars thereof in
     detail.

     (d)  "Change in Control" shall mean the occurrence of any 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;

          (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 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;

          (iii)  The stockholders of the Company approve a plan of complete
     liquidation or dissolution of the Company;

          (iv)   There is consummated an agreement for the sale or disposition
     by the Company of all or substantially all of the Company's assets, other
     than a sale or disposition by the Company to a Subsidiary or to an entity,
     the voting securities of which are owned by stockholders of the Company in
     substantially the same proportions as their ownership of the Company
     immediately prior to such sale; or

                                      -2-
<PAGE>

          (v)    The sale, transfer or other disposition of a substantial
     portion of the stock or assets of the Company or a Business Unit or a
     similar transaction as the Board, in each case, in its sole discretion, may
     determine to be a Change in Control.

     The term "Change in Control" shall not include a transaction, the sole
purpose of which is to change the state of the Company's incorporation or the
initial public offering of the stock of a Business Unit.

     (e)  "Disability" shall mean the absence of the Executive from the
Executive's duties with the Company on a full-time basis for 180 consecutive
business days as a result of incapacity due to mental or physical illness or
impairment which is determined to be total and permanent by a physician selected
by the Company or its insurers and acceptable to the Executive or the
Executive's legal representative.

     (f)  "Employment Agreements" shall mean this Agreement and all other
employment agreements with executive officers of the Company similar to this
Agreement that are in effect as of the first Change in Control to occur after
April 1, 2001.

     (g)  "Employment Period" shall mean the 24-month period following the
occurrence of a Change in Control.

     (h)  "Good Reason" shall mean:

          (i)    The assignment to Executive of any duties inconsistent with
     Executive's position (including status, offices, titles and reporting
     requirements), authority, duties or responsibilities as in effect
     immediately prior to a Change in Control or any other action by the Company
     that results in a diminishment in such position, authority, duties or
     responsibilities; or

          (ii)   (A) Except as required by law, the failure by the Company to
     continue to provide to Executive benefits substantially equivalent or more
     beneficial (including in terms of the amount of benefits provided and the
     level of participation of Executive relative to other participants), in the
     aggregate, to those enjoyed by Executive under the Company's employee
     benefit plans (including, without limitation, any pension, deferred
     compensation, split-dollar life insurance, supplemental retirement,
     retirement or savings plan(s) or program(s)) and Welfare Benefits in which
     Executive was eligible to participate immediately prior to the Change in
     Control; or (B) the taking of any action by the Company that would,
     directly or indirectly, materially reduce or deprive Executive of any other
     benefit, perquisite or privilege enjoyed by Executive immediately prior to
     the Change in Control, other than an isolated, insubstantial and
     inadvertent failure not occurring in bad faith and that is remedied by the
     Company promptly after receipt of notice thereof given by the Executive; or

          (iii)  The Company's requiring the Executive to be based at any office
     or location more than 35 miles from the office or location where the
     Executive is based immediately prior to the Change in Control; or

                                      -3-
<PAGE>

          (iv)   Any reduction in the Executive's Base Salary or Target Bonus
     opportunity; or

          (v)    A material breach by the Company of this Agreement.

     (i)  "Limitation Amount" shall mean the sum of Payments that constitute
nondeductible "excess parachute payments" under section 280G of the Internal
Revenue Code of 1986, as amended (the "Code"), assuming such Payments constitute
the only payments made on account of a Change in Control, that result in a
deemed Federal income tax cost to the Company, calculated as set forth in the
succeeding sentences, of $10,000,000. The Limitation Amount is based on the
estimated Federal income tax cost to the Company resulting from the
nondeductibility of such excess parachute payments, which tax cost shall not
exceed $10,000,000. The initial Limitation Amount is $28,571,428.57, based on
the Federal corporate income tax rate of 35% for tax years ending in 2001. The
Limitation Amount shall be adjusted if, and when, the Federal corporate income
tax rate changes to such amount as shall equal the quotient obtained by dividing
$10,000,000 by such changed Federal corporate income tax rate; provided,
however, that the Limitation Amount shall not be so adjusted after the first
Change in Control to occur after April 1, 2001.

     (j)  "Payment" shall mean any payment or transfer by the Company under this
Agreement to or for the benefit of the Executive (including for this purpose
those made pursuant to Section 3(a)(iii)) or, as the case may be, any such
payment or transfer made to another executive officer of the Company pursuant to
another Employment Agreement. "Payment" shall not include any amount that would
be payable to the Executive or another executive officer of the Company that
would be payable in the event of a Change in Control regardless of the existence
of this Agreement or the relevant Employment Agreement, as the case may be. By
way of example, an amount in respect of an option that by its terms, and not
pursuant to the terms of this Agreement, accelerates upon a Change in Control
shall not be deemed to be a Payment.

     (k)  "Subsidiary" shall mean any other entity, whether incorporated or
unincorporated, in which the Company or any one or more of its Subsidiaries
directly owns or controls (i) 50% or more of the securities or other ownership
interests, including profits, equity or beneficial interests, or (ii) securities
or other interests having by their terms ordinary voting power to elect more
than 50% of the board of directors or others performing similar function with
respect to such other entity that is not a corporation.

     (l)  "Target Bonus" shall mean the Executive's target bonus under the
     Company's annual bonus program, or any comparable bonus under any
     predecessor or successor plan for the year prior to the year in which the
     Change in Control occurs.

     (m)  "Welfare Benefits" shall mean welfare benefit plans, practices,
policies and programs provided by the Company and its affiliated companies
(including, without limitation, medical, prescription, dental, disability,
employee life, and group life plans and programs) (i) in effect for the
Executive at any time during the 120-day period immediately preceding (A) the
Change in Control or (B) the Date of Termination (as defined below) or (ii)
which are provided at any time after the Change in Control to peer executives of
the Company and its affiliated

                                      -4-
<PAGE>

companies, whichever of (i)(A), (i)(B) or (ii) provides the most favorable
benefit to the Executive, as determined separately for each such benefit.

     SECTION 2. TERMINATION OF EMPLOYMENT DURING THE EMPLOYMENT PERIOD.

     (a)  Death or Disability. The Executive's employment shall terminate
          -------------------
automatically upon the Executive's death during the Employment Period. If the
Company determines in good faith that the Disability of the Executive has
occurred during the Employment Period, it may give to the Executive written
notice in accordance with Section 9(b) of this Agreement of its intention to
terminate the Executive's employment. In such event, the Executive's employment
with the Company shall terminate effective on the 30th day after receipt of such
notice by the Executive (the "Disability Effective Date"), provided that, within
the 30 days after such receipt, the Executive shall not have returned to full-
time performance of the Executive's duties.

     (b)  Cause. The Company may terminate the Executive's employment for Cause
          -----
during the Employment Period.

     (c)  Good Reason. The Executive's employment may be terminated by the
          -----------
Executive for Good Reason during the Employment Period. For purposes of this
Section 2(c), any good faith determination of "Good Reason" made by the
Executive shall be conclusive. The termination of the Executive's employment
with the Company prior to, but in anticipation of or in connection with, a
Change in Control shall be deemed to be a termination by the Executive for Good
Reason during the Employment Period if the Board, in its sole discretion, shall
so determine. Anything in this Agreement to the contrary notwithstanding, a
termination by the Executive for any reason during the first 12 months of the
Employment Period shall be deemed to be a termination for Good Reason for all
purposes of this Agreement. (d) Notice of Termination. Any termination by the
Company for Cause, or by the Executive for Good Reason during the Employment
Period, shall be communicated by Notice of Termination to the other party hereto
given in accordance with Section 9(b) of this Agreement. For purposes of this
Agreement, a "Notice of Termination" means a written notice which (i) indicates
the specific termination provision in this Agreement relied upon, (ii) to the
extent applicable, sets forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive's employment under
the provision so indicated and (iii) if the Date of Termination (as defined
below) is other than the date of receipt of such notice, specifies the
termination date (which date shall be not more than 30 days after the giving of
such notice). The failure by the Executive or the Company to set forth in the
Notice of Termination any fact or circumstance which contributes to a showing of
Good Reason or Cause shall not waive any right of the Executive or the Company,
respectively, hereunder or preclude the Executive or the Company, respectively,
from asserting such fact or circumstance in enforcing the Executive's or the
Company's rights hereunder.

     (e)  Date of Termination. "Date of Termination" means (i) if the
          -------------------
Executive's employment is terminated by the Company for Cause, or by the
Executive for Good Reason during the Employment Period, the date of receipt of
the Notice of Termination or any later date specified therein, as the case may
be, (ii) if the Executive's employment is terminated by the

                                      -5-
<PAGE>

Company other than for Cause or Disability, the Date of Termination shall be the
date on which the Company notifies the Executive of such termination, and (iii)
if the Executive's employment is terminated by reason of death or Disability,
the Date of Termination shall be the date of death of the Executive or the
Disability Effective Date, as the case may be.

     SECTION 3. OBLIGATIONS OF THE COMPANY UPON TERMINATION.


     (a)  Good Reason; Other Than for Cause, Death or Disability. If, during the
          ------------------------------------------------------
Employment Period, the Company shall terminate the Executive's employment other
than for Cause or the Executive shall terminate employment for Good Reason (and
the Executive's employment is not terminated by reason of death or Disability):

          (i)    the Company shall pay to the Executive the aggregate of the
     following amounts:

                 (A)   the sum of (1) the Executive's Annual Base Salary through
          the Date of Termination to the extent not theretofore paid, (2) the
          product of (x) the Target Bonus and (y) a fraction, the numerator of
          which is the number of days in the current fiscal year through the
          Date of Termination, and the denominator of which is 365 and (3) any
          compensation previously deferred by the Executive (together with any
          accrued interest or earnings thereon) and any accrued vacation pay, in
          each case to the extent not theretofore paid (the sum of the amounts
          described in clauses (1), (2), and (3) shall be hereinafter referred
          to as the "Accrued Obligations"); and

                 (B) the amount equal to the product of (1) three and (2) the
          sum of (x) the Executive's Annual Base Salary and (y) the Target Bonus
          or, if greater, the bonus pursuant to the Company's management bonus
          plan in the most recently completed fiscal year.

     The payments described in this Section 3(a)(i) shall be paid to the
Executive in a lump sum in cash within 30 days after the Date of Termination
unless the Executive elected to receive such payments in equal installments in
accordance with the Company's usual payroll practices over the 36-month period
following the Date of Termination.  Such election may be made at any time prior
to the Employment Period and may be amended or revoked at the sole discretion of
the Executive prior to the date of the Change in Control.

          (ii)   For 36 months after the Executive's Date of Termination, or
     such longer period as may be provided by the terms of the appropriate plan,
     program, practice or policy, the Company shall continue Welfare Benefits to
     the Executive and/or the Executive's family; provided, however, that if the
                                                  --------  -------
     Executive becomes reemployed with another employer and is eligible to
     receive medical or other welfare benefits under an other employer provided
     plan, the medical and other welfare benefits described herein shall be
     secondary to those provided under such other plan during such applicable
     period of eligibility. For purposes of determining eligibility (but not the
     time of commencement of benefits) of the Executive for retiree benefits
     pursuant to such plans, practices, programs and policies, the Executive
     shall be considered to have remained employed until 36 months after the
     Date of Termination and to have retired on the last day of such period;

                                      -6-
<PAGE>

     until 36 months after the Date of Termination and to have retired on the
     last day of such period;

          (iii)  All options and stock acquired under the 1991 Stock Plan of
     Incyte Genomics, Inc. or any other stock-based incentive plan of the
     Company which have not vested in accordance with the terms and conditions
     of the grant, award or purchase, shall become 100% vested and shall be
     exercisable for 12 months from the Date of Termination;

          (iv)   The Company shall, at its sole expense as incurred, provide the
     Executive with outplacement services for a period of 12 months following
     the Date of Termination, the scope and provider of which shall be selected
     by the Executive in his sole discretion;

          (v)    The Company shall, at its sole expense as incurred, provide the
     Executive with an office, secretarial and other assistance, and use of
     Company telecommunications and computer services for a period of 36 months
     following the Date of Termination; and

          (vi)   To the extent not theretofore paid or provided, the Company
     shall timely pay or provide to the Executive any other amounts or benefits
     required to be paid or provided or which the Executive is eligible to
     receive under any plan, program, policy or practice or contract or
     agreement of the Company and its affiliated companies (such other amounts
     and benefits shall be hereinafter referred to as the "Other Benefits").

     (b)  Termination for Cause. If the Executive's employment shall be
          ---------------------
terminated for Cause during the Employment Period, this Agreement shall
terminate without further obligations to the Executive other than the obligation
to pay to the Executive (x) the Executive's Annual Base Salary through the Date
of Termination, (y) the amount of any compensation previously deferred by the
Executive, and (z) Other Benefits, in each case to the extent theretofore
unpaid. In such case, all amounts due and owing to the Executive pursuant to
this Subsection (b) shall be paid to the Executive in a lump sum in cash within
30 days of the Date of Termination.

     (c)  Voluntary Termination. If the Executive voluntarily terminates
          ---------------------
employment during the Employment Period other than for Good Reason, this
Agreement shall terminate without further obligations to the Executive other
than for Accrued Obligations and the timely payment or provision of Other
Benefits. In such case, all amounts due and owing to the Executive pursuant to
this Subsection (c) shall be paid to the Executive in a lump sum in cash within
30 days of the Date of Termination.

     (d)  Death or Disability. If the Executive's employment is terminated
          -------------------
during the Employment Period due to the death or Disability of the Executive,
this Agreement shall terminate without further obligations to the Executive
other than for Accrued Obligations and the timely payment or provision of Other
Benefits. In such case, all amounts due and owing to the Executive or the
Executive's estate, as the case may be, pursuant to this Subsection (c) shall be
paid to the Executive or the Executive's estate in a lump sum in cash within 30
days of the Date of Termination.

                                      -7-
<PAGE>

     SECTION 4. SECTION 280G

     (a)  Basic Rule. Notwithstanding anything in this Agreement to the
          ----------
contrary, in the event that the independent auditors most recently selected by
the Board (the "Auditors") determine that any Payments would constitute "excess
parachute payments" within the meaning of section 280G of the Code that in the
aggregate exceed the Limitation Amount, then the Payments made pursuant to this
Agreement shall be reduced (but not below zero) to the Reduced Amount. For
purposes of this Section 4, the "Reduced Amount" shall be the amount, expressed
as a present value, that maximizes the aggregate present value of the Payments
to the Executive without causing the sum of the Payments made hereunder and
under all Employment Agreements to exceed the Limitation Amount. The Payments
for the Executive under this Agreement and for each executive officer under the
other Employment Agreements, as so reduced, shall be determined on a pro rata
basis based on the total Payments payable pursuant to the Employment Agreements,
calculated as of the date of the first Change in Control to occur after April 1,
2001.

     (b)  Reduction of Payments. If the Auditors determine that any Payments
          ---------------------
made pursuant to this Agreement would exceed the Limitation Amount because of
section 280G of the Code, which calculation shall occur at the time of the
Change in Control, then the Company shall promptly give the Executive notice to
that effect and a copy of the detailed calculation thereof and of the Reduced
Amount, and the Executive may then elect, in the Executive's sole discretion,
which and how much of such Payments shall be eliminated or reduced (as long as
after such election the aggregate present value of such Payments, as so
eliminated or reduced, equals the Reduced Amount) and shall advise the Company
in writing of the Executive's election 0within 10 days of receipt of notice. If
no such election is made by the Executive within such 10-day period, then the
Company may decide which and how much of such Payments shall be eliminated or
reduced (as long as after such decision the aggregate present value of such
Payments, as so eliminated or reduced, equals the Reduced Amount) and shall
notify the Executive promptly of such decision. For purposes of this Section 4,
present value shall be determined in accordance with section 280G(d)(4) of the
Code. All determinations made by the Auditors under this Section 4 shall be
binding upon the Company and the Executive and shall be made within 60 days of
the date when a Payment becomes payable or transferable. As promptly as
practicable following such determination and the elections hereunder, the
Company shall pay or transfer to or for the benefit of the Executive such
amounts as are then due to the Executive under this Agreement and shall promptly
pay or transfer to or for the benefit of the Executive in the future such
amounts as become due to the Executive under this Agreement.

     (c)  Overpayments and Underpayments. As a result of uncertainty in the
          ------------------------------
application of section 280G of the Code at the time of an initial determination
by the Auditors hereunder, it is possible that Payments will have been made by
the Company pursuant to this Agreement that should not have been made (an
"Overpayment") or that additional Payments that will not have been made by the
Company pursuant to this Agreement could have been made (an "Underpayment"),
consistent in each case with the calculation of the Reduced Amount hereunder. In
the event that the Auditors, based upon the assertion of a deficiency by the
Internal Revenue Service against the Company or the Executive that the Auditors
believe has a high probability of success, determine that an Overpayment has
been made, such Overpayment shall be treated for all purposes as a loan to the
Executive which he or she shall repay to the

                                      -8-
<PAGE>

Company, together with interest at the applicable federal rate provided in
section 7872(f)(2) of the Code; provided, however, that no amount shall be
payable by the Executive to the Company if and to the extent that such payment
would not reduce the Company's Federal income tax liability under section 280G
of the Code. In the event that the Auditors determine that an Underpayment has
occurred, such Underpayment shall promptly be paid or transferred by the Company
to or for the benefit of the Executive, together with interest at the applicable
federal rate provided in section 7872(f)(2) of the Code.

     (d)  Waiver of Limitation. At any time, and in its sole discretion, the
          --------------------
Company's Compensation Committee of the Board of Directors may elect to waive,
in whole or in part, the reduction of a Payment to be made pursuant to this
Agreement, notwithstanding the determination that such Payment will
nondeductible by the Company for federal income tax purposes because of section
280G of the Code, or that it exceeds the Limitation Amount.

     (e)  Related Corporations. For purposes of this Section 4, the term
          --------------------
"Company" shall include affiliated corporations to the extent determined by the
Auditors in accordance with section 280G(d)(5) of the Code.

     SECTION 5. NON-EXCLUSIVITY OF RIGHTS.

     Nothing in this Agreement shall prevent or limit the Executive's continuing
or future participation in any plan, program, policy or practice provided by the
Company or any of its affiliated companies and for which the Executive may
qualify, nor, subject to Section 9(f), shall anything herein limit or otherwise
affect such rights as the Executive may have under any contract or agreement
with the Company or any of its affiliated companies.  Amounts which are vested
benefits or which the Executive is otherwise entitled to receive under any plan,
policy, practice or program of or any contract or agreement with the Company or
any of its affiliated companies at or subsequent to the Date of Termination
shall be payable in accordance with such plan, policy, practice or program or
contract or agreement except as explicitly modified by this Agreement.

     SECTION 6. FULL SETTLEMENT.

     The Company's obligation to make the payments provided for in this
Agreement and otherwise to perform its obligations hereunder shall not be
affected by any set-off, counterclaim, recoupment, defense or other claim, right
or action which the Company may have against the Executive or others.  In no
event shall the Executive be obligated to seek other employment or take any
other action by way of mitigation of the amounts payable to the Executive under
any of the provisions of this Agreement and such amounts shall not be reduced
whether or not the Executive obtains other employment.  The Company agrees to
pay as incurred, to the full extent permitted by law, all legal fees and
expenses which the Executive may reasonably incur as a result of any contest
(regardless of the outcome thereof) by the Company, the Executive or others of
the validity or enforceability of, or liability under, any provision of this
Agreement or any guarantee of performance thereof (including as a result of any
contest by the Executive about the amount of any payment pursuant to this
Agreement), plus in each case interest on any delayed payment at the applicable
Federal rate provided for in section 7872(f)(2)(A) of the Code.

                                      -9-
<PAGE>

     SECTION 7. CONFIDENTIAL INFORMATION.

     The Executive shall hold in a fiduciary capacity for the benefit of the
Company all secret or confidential information, knowledge or data relating to
the Company or any of its affiliated companies, and their respective businesses,
which shall have been obtained by the Executive during the Executive's
employment by the Company or any of its affiliated companies and which shall not
be or become public knowledge (other than by acts by the Executive or
representatives of the Executive in violation of this Agreement).  After
termination of the Executive's employment with the Company, the Executive shall
not, without the prior written consent of the Company or as may otherwise be
required by law or legal process, communicate or divulge any such information,
knowledge or data to anyone other than the Company and those designated by it.
In no event shall an asserted violation of the provisions of this Section 7
constitute a basis for deferring or withholding any amounts otherwise payable to
the Executive under this Agreement.

     SECTION 8. SUCCESSORS.

     (a)  This Agreement is personal to the Executive and without the prior
written consent of the Company shall not be assignable by the Executive
otherwise than by will or the laws of descent and distribution. This Agreement
shall inure to the benefit of and be enforceable by the Executive's legal
representatives.

     (b)  This Agreement shall inure to the benefit of and be binding upon the
Company and its successors and assigns.

     (c)  The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company or the relevant Business Unit to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company or such Business Unit would be required to perform it if
no such succession had taken place. As used in this Agreement, "Company" shall
mean the Company as hereinbefore defined and any successor to its business
and/or assets as aforesaid which assumes and agrees to perform this Agreement by
operation of law, or otherwise.

     SECTION 9. Miscellaneous.

     (a)  This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware without reference to principles of conflict of
laws. The captions of this Agreement are not part of the provisions hereof and
shall have no force or effect. This Agreement may not be amended or modified
otherwise than by a written agreement executed by the parties hereto or their
respective successors and legal representatives.

     (b)  All notices and other communications hereunder shall be in writing and
shall be given by hand delivery to the other party or by registered or certified
mail, return receipt requested, postage prepaid, addressed as follows:

         If to the Executive:
         at the Executive's current address as shown on the records of the
Company.

                                      -10-
<PAGE>

         If to the Company:
         Incyte Genomics, Inc.
         3160 Porter Drive
         Palo Alto, CA 94304
         Attention:  General Counsel

or to such other address as either party shall have furnished to the other in
writing in accordance herewith.  Notice and communications shall be effective
when actually received by the addressee.

     (c)  The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement.

     (d)  The Company may withhold from any amounts payable under this Agreement
such Federal, state, local or foreign taxes as shall be required to be withheld
pursuant to any applicable law or regulation.

     (e)  The Executive's or the Company's failure to insist upon strict
compliance with any provision of this Agreement or the failure to assert any
right the Executive or the Company may have hereunder, including, without
limitation, the right of the Executive to terminate employment for Good Reason
pursuant to Section 2(c) of this Agreement, shall not be deemed to be a waiver
of such provision or right or any other provision or right of this Agreement.

     (f) The Executive and the Company acknowledge that, except as may otherwise
be provided under any other written agreement between the Executive and the
Company, the employment of the Executive by the Company is "at will" and, prior
to the Change in Control, the Executive's employment and/or this Agreement may
be terminated by either the Executive or the Company at any time, in which case
the Executive shall have no further rights under this Agreement. From and after
the closing of a Change in Control transaction, this Agreement shall supersede
any other agreement between the parties with respect to the subject matter
hereof.

                                      -11-
<PAGE>

     IN WITNESS WHEREOF, the Executive and the Company, through its duly
authorized Officer, have executed this Agreement as of the day and year first
above written.


                                    EXECUTIVE



                                    /s/ Roy A. Whitfield
                                    ----------------------------------
                                               Roy A. Whitfield

                                    COMPANY



                                    By /s/ E. Lee Bendekgey
                                       -------------------------------
                                               E. Lee Bendekgey
                                           Executive Vice President
                                             and General Counsel



                                    By /s/ John M. Vuko
                                       -------------------------------
                                               John M. Vuko
                                          Executive Vice President
                                         and Chief Financial Officer

                                      -12-

</TEXT>
</DOCUMENT>
