AMENDMENT TO

                              AMENDED AND RESTATED

                              EMPLOYMENT AGREEMENT


         THIS AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the
"Amendment") by and between INCYTE GENOMICS, INC., a Delaware corporation (the
"Company"), and James P. Merryweather (the "Executive"), is effective as of the
1st day of April, 2002.

         Whereas the Company and the Executive have entered into that certain
Amended and Restated Employment Agreement effective as of November 26, 2001 (the
"Agreement");

         Whereas the Company and the Executive desire to amend the Agreement to
reflect the changed duties of the Executive in assuming the role of Executive
Vice President of Business Development and Commercial Operations of the Company
and to provide additional incentives to the Executive to continue to be employed
by the Company in such capacity; and

         Whereas the Compensation Committee of the Board of Directors of the
Company has determined that it is in the best interests of the Company to amend
the Agreement to so provide:

         NOW, THEREFORE, the Agreement is hereby amended as follows:

         1.  Section 1(f) of the Agreement shall be amended to add at the end of
such section the following sentence:

         "Notwithstanding the foregoing, Good Reason shall not include the
changed duties of Executive in assuming the role of Executive Vice President of
Business Development and Commercial Operations of the Company."

         2.  Section 3(b)(i) of the Agreement shall be amended to add the
following paragraph in between the existing two paragraphs of such section:

             "In addition, if the Date of Termination shall occur on or prior to
         April 1, 2003, the Company shall pay to the Executive, in addition to
         the amounts set forth above, $200,000; provided, however, that as a
         condition to such additional payment, the Executive shall execute and
         deliver to the Company, in a form satisfactory to the Company, a
         general release of claims."

         3.  This Amendment may be executed in counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.

         4.  Except as expressly set forth above, the terms and provisions of
Agreement shall continue in full force and effect from and after the date
hereof.

<PAGE>

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

                                    EXECUTIVE

                                    /s/ James P. Merryweather
                                    --------------------------------------------

                                    COMPANY


                                    By /s/ Paul A. Friedman
                                       -----------------------------------------

                                    Its Chief Executive Officer
                                        ----------------------------------------

                                      -2-



Source: OneCLE Business Contracts.