INTERCEPT PHARMACEUTICALS, INC. (NASDAQ:ICPT) Files An 8-K Entry into a Material Definitive Agreement

INTERCEPT PHARMACEUTICALS, INC. (NASDAQ:ICPT) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01.

Entry into a Material Definitive Agreement.

On December 7, 2016, Intercept Pharmaceuticals, Inc. (the
Company) entered into lease agreements relating to the Companys
new global corporate headquarters in the Hudson Yards development
site in New York, New York. As described in more detail below,
the leases will provide the Company with shorter term office
space in 10 Hudson Yards (the 10 Building) and longer term office
space in 55 Hudson Yards (the 55 Building).

The 10 Lease

The lease for the 10 Building between the Company, as tenant, and
Legacy Yards Tenant LP, as landlord, will initially provide the
Company with approximately 49,000 square feet of space consisting
of the entire 37th floor and a portion of the
40th floor of the 10 Building (the 10 Lease).

The expiration date of the 10 Lease as it relates to the
37th floor premises is June 30, 2021. The expiration
date of 10 Lease as it relates to the 40th floor
premises (the 40th Floor Expiration Date) shall be the
earlier to occur of (a) the date that is 285 days after the
possession date under the 55 Lease (as defined below), which may
be extended to the terms of the 55 Lease; (b) the date that the
Company legally occupies the premises in the 55 Building (as
defined below); and (c) June 30, 2021. The 10 Lease contains
customary default provisions, including, without limitation,
those relating to payment defaults, performance defaults, events
of bankruptcy and customary indemnification provisions.

The 10 Lease provides for annual fixed rental payments of
approximately (i) $5.2 million per year for the period commencing
in April 2017 and ending on the day immediately preceding the
40th Floor Expiration Date and (ii) $3.5 million per
year commencing on the 40th Floor Expiration Date and
ending on June 30, 2021. In addition to its fixed rent
obligations, the Company is obligated to pay its percentage share
for customary escalations for operating expenses attributable to
the 10 Building and the Hudson Yards development, taxes and
tax-related payments. As security for the 10 Lease, the Company
will provide the landlord with a letter of credit in the amount
of approximately $3.5 million.

The Company expects that its premises in the 10 Building will
serve as the temporary location of its new headquarters until its
premises in the 55 Building are ready for occupancy.

The 55 Lease

The lease for the 55 Building between the Company, as tenant, and
Hudson Yards Owner LLC, as landlord, will provide the Company
with approximately 85,000 square feet of space consisting of the
23rd through 25th floors of the 55 Building
(the 55 Lease).

The 55 Lease will expire on the last day of the calendar month in
which the 15th anniversary of the day preceding the
Rent Commencement Date (as defined below) falls. Under the 55
Lease, the Company has an option to renew the term of the 55
Lease either for (i) two additional terms of five years each or
(ii) one additional ten-year term. In addition, the 55 Lease
contains customary default provisions, including, without
limitation, those relating to payment defaults under the 55
Lease, performance defaults under the 55 Lease, events of
bankruptcy and customary indemnification provisions.

The 55 Lease provides for annual fixed rental payments of
approximately (i) $7.9 million per year for the period commencing
on the date that is 12 months after the Company takes possession
of its premises in the 55 Building (the Rent Commencement Date)
and ending on the day immediately preceding the 5th
anniversary of the Rent Commencement Date; (ii) $8.7 million per
year for the period commencing on 5th anniversary of
the Rent Commencement Date and ending on the day immediately
preceding the 10th anniversary of the Rent
Commencement Date; and (iii) $9.6 million per year for the period
commencing on 10th anniversary of the Rent
Commencement Date and ending upon the expiration date of the 55
Lease.

In addition to its fixed rent obligations, the Company is
obligated to pay (x) certain incremental construction costs
incurred by the landlord on behalf of the Company and (y) its
percentage share for customary escalations for operating expenses
attributable to the 55 Building and the Hudson Yards development,
taxes and tax-related payments. As security for the 55 Lease, the
Company will provide the landlord with a letter of credit in the
amount of approximately $8.7 million, which will be subject to
periodic reduction under the terms of the 55 Lease.

The foregoing description does not constitute a complete summary
of the terms of the 10 Lease and the 55 Lease, and is qualified
in its entirety by reference to the full text of the 10 Lease and
the 55 Lease, which will be filed as exhibits to the Companys
Annual Report on Form 10-K for the year ending December 31, 2016.

Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The information required by Item 2.03 is contained in Item 1.01
and is incorporated herein by reference.


About INTERCEPT PHARMACEUTICALS, INC. (NASDAQ:ICPT)

Intercept Pharmaceuticals, Inc. is a biopharmaceutical company. The Company is focused on the development and commercialization of therapeutics to treat non-viral, progressive liver diseases. The Company’s product candidates have the potential to treat orphan and more prevalent diseases for which there are limited therapeutic solutions. The Company’s product candidate, obeticholic acid (OCA), is a bile acid analog, a chemical substance that has a structure based on a naturally occurring human bile acid that selectively binds to and activates the farnesoid X receptor (FXR). The Company is developing OCA for the treatment of liver diseases, such as primary biliary cirrhosis (PBC), non-alcoholic steatoheptitis (NASH), primary sclerosing cholangitis (PCS) and biliary atresia. The Company is also developing other products INT-767 for the treatment of fibrosis and INT-777 for the treatment of type 2 diabetes.

INTERCEPT PHARMACEUTICALS, INC. (NASDAQ:ICPT) Recent Trading Information

INTERCEPT PHARMACEUTICALS, INC. (NASDAQ:ICPT) closed its last trading session up +3.30 at 106.04 with 441,191 shares trading hands.

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