Incyte Announces Agreement to Acquire Maxia Pharmaceuticals Palo Alto, CA and San Diego, CA – November 12, 2002 – Incyte Genomics, Inc. (Nasdaq: INCY) announced today that it has agreed to acquire Maxia Pharmaceuticals, Inc., a privately-held small molecule drug discovery company based in San Diego, California, for up to $28.3 million in cash and stock and up to $14 million in future clinical performance milestone payments. Maxia, which currently has 28 employees, is developing compounds to treat chronic and life-threatening conditions such as diabetes, hyperlipidemia, inflammation and cancer. The agreement was approved by the boards of directors of both companies and is expected to close after the companies receive clearance from California regulatory authorities and the approval of Maxia's shareholders. Upon closing, Maxia will become a wholly-owned subsidiary of Incyte. Paul Friedman, M.D., Incyte's chief executive officer, stated: "Maxia brings to Incyte a number of very exciting research and development programs which complement our discovery activities in cancer and inflammation. By combining our two companies we will create a more advanced and robust pipeline of discovery projects and product candidates and accelerate our efforts to build a successful drug discovery and development organization. We look forward to welcoming the Maxia team to Incyte." Robert Stein, M.D., Ph.D., president and chief scientific officer of Incyte, stated: "Maxia has made significant progress in the discovery of small molecule inhibitors of protein phosphatases which may have utility in treating cancer and other diseases. Maxia has made important advances in this difficult field and discovered phosphatase inhibitors that are orally active in animal models. Maxia also has a very productive partnership with Johnson & Johnson to develop novel treatments for Type 2 diabetes that are advancing toward human clinical trials. We are impressed with the quality of Maxia's scientific team and the progress it has made in several promising areas of drug discovery." Magnus Pfahl, Ph.D., chairman and chief executive officer of Maxia, stated: "Over the last few years, Maxia has developed a promising small molecule technology platform for various disease areas. Maxia's new classes of small molecules can interact with a variety of drug targets including nuclear receptors, phosphatases and kinases. Our successful collaboration with Johnson & Johnson is focused on new treatments for Type 2 diabetes and metabolic disorders. Maxia has been looking for an optimal partner for our other existing programs, especially our phosphatase inhibitors for cancer and metabolic diseases. We believe we have found that partner in Incyte, which has the resources and expertise to allow the rapid advance of promising lead molecules into the clinic. We at Maxia look forward to becoming productive contributors to Incyte's growing drug discovery and development efforts." Incyte's senior management will be available to answer questions about the proposed acquisition of Maxia during its third quarter conference call today, November 12, 2002 at 2:00 p.m. PST. The domestic dial in number for the conference call will be 800-473-6123 and the international dial in number will be 973-582-2710. About Incyte Incyte is a drug discovery company that develops proprietary genomic information and applies its expertise in medicinal chemistry and molecular, cellular and in vivo biology to the discovery of novel small molecule and protein therapeutics. Incyte has created the largest commercial portfolio of issued U.S. patents covering human, full-length genes and the proteins they encode, and markets this information, as well as genomic and proteomic information, to many of the world's leading pharmaceutical and biotechnology companies and academic research centers. The company has assembled an experienced and talented drug discovery team that is identifying potential new drug therapies for cancer, inflammatory diseases and other medical conditions. Incyte's executive offices and research and development facilities are located in Palo Alto, California, Beverly, Massachusetts and Newark, Delaware. For more information, please visit Incyte's web site at http://www.incyte.com. About Maxia Pharmaceuticals MAXIA Pharmaceuticals, Inc. is a privately-held biotechnology company based in San Diego, California, that discovers and develops novel small molecule therapeutics. The company is applying its technology platform to the discovery and development of next-generation small molecule drugs to treat chronic, life-threatening conditions such as diabetes, hyperlipidimia, inflammation and cancer. Forward-Looking Statements This press release may contain forward-looking statements as well as historical information. These forward-looking statements, which are included in accordance with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, include statements as to the timing of the closing of the acquisition, the complementary nature of Maxia's research and development programs with those of Incyte, the development and potential of Maxia's phosphatase inhibitors, the advancement into human clinical trials of treatments being developed by Maxia in partnership with Johnson & Johnson, and the advancement of other of Maxia's promising lead molecules into the clinic following its acquisition by Incyte. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including the satisfaction of certain conditions to closing of the proposed acquisition (including without limitation the approval of California regulatory authorities and Maxia stockholders), the ability to close the Maxia acquisition, the ability to integrate Maxia following acquisition, management of operations in remote locations, the ability to successfully complete clinical trials and obtain requisite regulatory approvals for new products, the ability to maintain and raise the capital necessary to continue Incyte's and Maxia's research and development programs, the impact of competition and changes in technology, changes in Incyte's business plans, and other risks detailed from time to time in Incyte's SEC reports, including its Quarterly Report on Form 10-Q for the quarter ended June 30, 2002. Incyte disclaims any intent or obligation to update these forward-looking statements.