Exhibit 10.13


 


OFFICE SUBLEASE


 


THIS SUBLEASE is made
and entered into as of the 23rd day of February, 2016 (the “Effective Date”), by and between
Restoration Hardware, Inc., a Delaware corporation (the “Sublandlord”) and Intercept Pharmaceuticals,
Inc., a Delaware corporation (the “Subtenant”).


 


WITNESSETH:


 


WHEREAS, Sublandlord
leases the land and the building located at 437 West 16th Street, New York, New York 10011 (the “Building”)
pursuant to that certain Net Lease (the “Master Lease”) dated April 12, 2013, between Henya Realty, LLC
and Salmir Realty, LLC (together, “Master Landlord”) [as successors-in-interest to 437 West 16th Street
LLC], and Sublandlord, a copy of which Lease is attached hereto as Exhibit A and is made a part hereof. All capitalized
terms not otherwise defined herein shall retain that meaning ascribed to them in the Lease; and


 


WHEREAS, Subtenant
desires to sublease from Sublandlord a portion of the Building consisting of the entire 4th Floor (5,382 rentable square feet)
and the entire 5th Floor (5,403 rental square feet) (together, the 4th Floor and the 5th Floor are referred to herein as the “Subleased
Premises”); and


 


WHEREAS, the parties
desire to enter into this Sublease defining their respective rights, duties, and liabilities relating to the Subleased Premises;


 


NOW, THEREFORE, in
consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Sublandlord and Subtenant hereby agree as follows:


 


1.          Recitals.
The recitals above and exhibits attached hereto are all hereby incorporated into the body of this Sublease as if fully set forth
herein.


 


2.          Term.
Sublandlord, for and in consideration of the payment of the rent and the performance of the covenants hereinafter mentioned, does
hereby demise, lease and assign unto Subtenant the Subleased Premises, on the terms and conditions set forth herein, commencing
as of the date that exclusive broom-clean possession of the Subleased Premises is delivered to Subtenant in the Delivery Condition,
as such term is hereinafter defined (the “Sublease Commencement Date”) and ending at 11:59 p.m. on the
last day of the calendar month in which the fifth (5th) anniversary of the Sublease Rent Commencement Date (as defined below) occurs
(the “Sublease Expiration Date”). The time period between the Sublease Commencement Date and the Sublease
Expiration Date is hereinafter referred to as the “Sublease Term”). Notwithstanding anything to the contrary
contained herein, in no event shall the Sublease Term extend beyond the “Expiration of the Term” of the Master Lease.


 


3.          Subtenant
Termination Right. Provided that Subtenant is not then in default, Subtenant shall have the one-time right to terminate this
Sublease effective as of the third (3rd) anniversary of the Sublease Rent Commencement Date (as defined below). Such early termination
right shall only be exercised, if at all, by (i) providing Sublandlord advance irrevocable written notice of such exercise no later
than the second (2nd) anniversary of the Sublease Rent Commencement Date, and (ii) simultaneous with delivery of such notice (and
as a condition precedent to the effectiveness of such notice), paying to Sublandlord an amount equal to the sum of (A) all of the
unamortized transaction costs (including, without limitation: (w) brokerage commissions actually paid by Sublandlord (up to a customary
and commercially reasonable amount), (x) an amount equal to the Base Rent abated between the Commencement Date and the Rent Commencement
Date, (y) an amount equal to the TI Work Allowance, and (z) all reasonable out-of-pocket legal fees incurred by Sublandlord in
pursuing this Sublease) multiplied by 1.08%, plus (B) $167,167.50 (i.e., an amount equal to two months’ Base Rent). For purposes
of the foregoing calculation, “transactions costs” shall be amortized on a straight-line basis over the original Term
of the Sublease.


 




     


     

    

 


4.          Rent.


 


		a.	“Base Rent” for the Subleased
Premises is One Million Three Thousand Five Dollars ($1,003,005) per year. The Base Rent will be paid by Subtenant to Sublandlord
in equal monthly installments, in advance, with the “First Payment” due upon execution of this Sublease.
The First Payment shall be equal to $83,583.75 (and such payment shall be allocable to, and actually applied against, the fifth
(5th) full month of the Sublease Term), plus a prorated amount payable for the period of time from the Sublease Commencement Date
through the last day of the calendar month in which the Sublease Commencement Date occurs. The parties acknowledge that, unless
the Sublease Expiration Date occurs on the last day of a calendar month, the final month’s Base Rent payment shall likewise
be prorated.



 


			So long as Subtenant shall not then be in default under this Sublease after notice and the expiration
of any applicable cure periods, Base Rent shall be abated in full for the first four (4) full calendar months following the Sublease
Commencement Date. The first day of the fifth (5th) full calendar month following the Sublease Commencement Date is the “Sublease
Rent Commencement Date”. However, as noted above, Base Rent for the fifth (5th) full calendar month is included in
the First Payment, thus, Subtenant will resume regular Base Rent payments as of the sixth (6th) full calendar month following the
Sublease Commencement Date.



 


		b.	Subtenant acknowledges that the Subleased Premises is submetered for electricity, and Subtenant
agrees to pay Sublandlord for such amounts actually consumed by Subtenant within twenty (20) business days following Sublandlord’s
written request therefore, accompanied by a copy of the electric bill. Or, at Sublandlord’s election, provided Sublandlord
has arranged for the direct metering of electricity at Sublandlord’s sole cost and expense, Sublandlord may direct Subtenant
to pay the electric provider directly. For purposes of computing Subtenant’s submetered consumption of electricity, the cost
of electricity shall be computed utilizing the average kilowatt per hour rate charged to Sublandlord under the Lease.



 


		c.	All amounts due hereunder from Subtenant, including Base
Rent, shall be referred to herein as “Rent”. Subtenant shall pay Rent without any demand, setoff or
deduction of any kind, except as herein or in the incorporated provisions of the Master Lease to the extent applicable to this
Sublease. In the event any installment of Rent is not paid by the fifth (5th) day of each month, a late charge of three
(3%) percent of the delinquent installment shall be due and payable; provided, however, that the first such late charge in any
twelve (12) month period shall be forgiven so long as Subtenant pays the delinquent installment no later than the fifth (5th)
business day following Sublandlord’s notice of such delinquency). All payments of Rent shall be by good and sufficient check
or by other means (such as automatic debit or electronic transfer) acceptable to Sublandlord. Sublandlord’s acceptance of
less than the correct amount of Rent shall be considered a payment on account of the earliest Rent due. No endorsement or statement
on a check or letter accompanying a check or payment shall be considered an accord and satisfaction, and either party may accept
such check or payment without such acceptance being considered a waiver of any rights such party may have under this Sublease
or applicable law. Subtenant’s covenant to pay Rent is independent of every other covenant in this Sublease.



 


5.          Operating
Expenses. Notwithstanding anything in the Master Lease to the contrary, commencing upon written request from Sublandlord, accompanied
by a copy of the invoice, any time from and after the January 2017 Base Rent payment, Subtenant shall pay to Sublandlord, within
thirty (30) days following written request therefore, 33.83% (representing Subtenant’s proportionate share) of increases
in Operating Expenses over a calendar 2016 base year. As used herein, “Operating Expenses” shall mean
those expenses set forth in Exhibit “B” attached hereto. Notwithstanding the foregoing, it is agreed that base
building HVAC shall be provided at no additional cost to Subtenant during normal Building hours; however, all distribution within
the Subleased Premises shall be the sole responsibility of Subtenant (and at its expense); provided, however, that Subtenant may
reuse any HVAC distribution system and components presently installed in the Subleased Premises. Further, Subtenant shall be solely
responsible for cleaning the Subleased Premises, including depositing any rubbish from the Subleased Premises in the designated
area within the Building; provided, however, that Sublandlord, at its sole cost and expense, will be responsible for rubbish removal
from the designated area within the Building. Subject to Section 8 herein, Subtenant shall keep neat and clean and maintain in
first class order, condition and repair, the Subleased Premises and every part thereof, including, without limitation, the exterior
and interior portions of all doors, windows, plate glass, all plumbing and sewage facilities within the Subleased Premises, fixtures
and interior walls, floors, ceilings, signs (including exterior signs where permitted), and all wiring, electrical systems, and
any distribution of the HVAC system.


 




     


     

    

  


6.          Real
Estate Taxes. Notwithstanding anything in the Master Lease to the contrary, commencing upon written request from Sublandlord
any time from and after the July 2017 Base Rent payment, Subtenant shall pay to Sublandlord, within thirty (30) days following
written request therefore, 33.83% representing Subtenant’s proportionate share of increases in Real Estate Taxes over the
average of the 2015 / 2016 and 2016 / 2017 fiscal base years. As used herein, “Real Estate Taxes” shall
mean real estate taxes and any other taxes, charges and assessments which are levied with respect to the Building or the land appurtenant
to the Building, or with respect to any improvements, fixtures and equipment or other property of Sublandlord, real or personal,
located in the Building and used in connection with the operation of the Building and said land, any payments to any ground lessor
in reimbursement of tax payments made by such lessor; and all reasonable fees, expenses and costs incurred by Landlord in investigating,
protesting, contesting or in any way seeking to reduce or avoid increase in any assessments, levies or the tax rate pertaining
to any Real Estate Taxes to be paid by Sublandlord. Real Estate Taxes shall not include any corporate franchise, or estate, inheritance
or net income tax, or tax imposed upon any transfer by Landlord of its interest in this Lease or the Building.


 


7.          Furniture
& Equipment. Subtenant may use any existing pantry appliances and security cameras within the Subleased Premises. Sublandlord
makes no representation or warranty as to the condition of such appliances or cameras and has no obligations to maintain, repair
or replace such items. Sublandlord will disconnect service to the cameras by the Commencement Date, and Subtenant, at its sole
cost and expense, shall pay for any costs related to the cameras should Subtenant choose to utilize them.


 


8.          Subordinate
to Master Lease. This Sublease is expressly made subject and subordinate to the terms and conditions of the Master Lease, and
Subtenant hereby represents and warrants that (a) it is not a debtor nor a debtor-in-possession in any voluntary or involuntary
bankruptcy proceeding, and (b) it is in compliance with, agrees to, and confirms the requirements, terms and conditions set forth
in Section 7.1(k) of the Master Lease as if the same were reprinted in full herein. With regard to the Subleased Premises, Sublandlord
shall have all the rights of “Landlord” under the Master Lease and Subtenant shall assume all the obligations of “Tenant”
under the Master Lease as if Sublandlord had been named “Landlord” and Subtenant had been named “Tenant”
thereunder, except as expressly modified herein. Subtenant shall have no obligation to (x) perform any structural repair or, subject
to the provisions of Section 5 herein, perform any maintenance or repair of the working systems of the Building, except and to
the extent the necessity of such repair or maintenance was caused by the negligence or willful misconduct of Subtenant, its employees,
agents, contractors, or invitees, and (y) cure any violation or illegal condition existing on the Sublease Commencement Date. Unless
otherwise expressly provided in this Sublease, all such terms and conditions of the Master Lease are hereby incorporated herein
by reference as though fully set forth herein at length, except (a) the Rent shall be as herein expressly provided and shall be
paid to Sublandlord (instead of the Landlord as provided in the Master Lease), and (b) the time limits contained in the Master
Lease for the giving of notices, making of demands or performing of any act, condition or covenant on the part of the “Tenant”
thereunder, or for the exercise of the “Tenant” thereunder of any right, remedy or option, are changed by shortening
the same in each instance by three business (3) days, so that in each instance Subtenant shall have three (3) business days’
less time to observe or perform hereunder than Sublandlord has as the “Tenant” under the Master Lease (provided, however,
that in no event shall any notice or cure period be reduced below three (3) days); and provided further that the following provisions
of the Master Lease shall be deleted or modified as follows for purposes of incorporation by reference in this Sublease: Sections
1.2, 1.3, 1.4, 1.5, 28.2, Articles 2, 5 and 30, Exhibit C and Exhibit G of the Master Lease shall be deemed deleted; Article 3
of the Master Lease shall be amended as provided in Section 6 of this Sublease; Article 9 of the Master Lease shall be amended
as provided in Sections 5 and 8 of this Sublease; Article 10 of the Master Lease shall be amended as provided in Sections 4(b)
and 5 of this Sublease; Article 12 of the Master Lease shall be amended as provided in Section 14 of this Sublease; Article 15
of the Master Lease shall be amended as provided in Sections 8 and 9 of this Sublease; Article 16 of the Master Lease shall be
amended so that the addresses for notices set forth therein shall be deemed to refer to the addresses for notices provided in this
Sublease; Article 19 of the Master Lease shall be deemed amended as provided in Section 13 of this Sublease; and Section 24.1 shall
be deemed amended as provided in Section 19 of this Sublease. Subtenant agrees to comply with and abide by all the terms, provisions,
covenants and conditions of the Master Lease, and any violation of the same by Subtenant shall constitute a default under this
Sublease. A default by Sublandlord under the Master Lease shall constitute a default under this Sublease to the extent such default
under the Master Lease materially adversely affects Subtenant’s use or occupancy of the Subleased Premises. The parties acknowledge
and agree that this Sublease is not a “Major Sublease” as defined in the Master Lease, and thus does not
require the consent of the Master Landlord. Nevertheless, the parties agree that Sublandlord may, at its option, provide a copy
of this Sublease to Master Landlord as a courtesy. Sublandlord shall notify the Master Landlord within five (5) business days after
Subtenant notifies Sublandlord of a breach of the Master Lease by the Master Landlord, to the extent such breach materially adversely
affects the Subleased Premises; and if the Master Landlord does not cure such breach within the cure periods provided under the
Master Lease (or if no cure periods are provided, within a reasonable period under the circumstances) Sublandlord shall use commercially
reasonable efforts to compel Master Landlord to comply with its obligations under the Master Lease (which efforts may include instituting
an action or court proceeding against the Master Landlord), provided that Subtenant indemnifies Sublandlord against all losses,
damages, costs and expenses paid or incurred by Sublandlord (including reasonable attorneys’ fees and charges through all
appeals) as a result of any such action or proceeding. Additionally, if and to the extent Sublandlord receives a rent abatement
or reduction from the Master Landlord under the Master Lease on account of a failure to provide any services or comply with any
obligations under the Master Lease which failure or noncompliance materially adversely affects Subtenant’s use or occupancy
of the Subleased Premises, Subtenant shall be entitled to 33.83% representing Subtenant’s share of such abatement or reduction
after deduction for Sublandlord's reasonable out-of-pocket costs, if any, in obtaining such rent abatement or reduction.


 




     


     

    

  


9.          Default.
Upon default by Subtenant in the payment of Rent or any other payment required to be made by it or in the performance of any of
its obligations hereunder, Sublandlord shall have the same rights and remedies against Subtenant as are afforded Master Landlord
against Sublandlord in the event of Sublandlord’s default under the terms of the Master Lease.


 


10.         Assignment
/ Subletting. Subtenant shall not sub-sublease or sub-assign all or any portion of the Subleased Premises without Sublandlord’s
written consent (not to be unreasonably withheld, conditioned or delayed), and, in all cases, any such sub-sublease or sub-assignment
must be in strict compliance with the terms and conditions of the Master Lease. To the extent permitted by the Master Lease, Sublandlord
and Subtenant shall split any such profits 50/50. As used in this section, “profits” means the base rental payments
received under any such sub-sublease or sub-assignment (if any) in excess of the Base Rent received hereunder after first deducting
(i) reasonable expenses incurred by the Subtenant (e.g., lease procurement costs, TI allowance, free rent, brokerage commissions,
advertising, etc., but all such expenses shall be limited to commercially reasonable amounts as would be incurred in subleasing
or assigning similar-situated space) and (ii) any profit paid to Master Landlord pursuant to the Master Lease.


 


Notwithstanding the foregoing
and subject to the terms of the Master Lease, Subtenant may assign, encumber or transfer its interest in this Sublease to its parent
company or a corporation or other entity under common control with Subtenant or a subsidiary or affiliate of it or its parent company,
or to a corporation or other entity in which it is merged, consolidated or acquired by, or to which all or substantially all of
its assets are sold. Additionally, a transfer of stock or other beneficial interests in Subtenant (i) among the existing shareholders
or beneficial interest holders, or (ii) the issuance of stock or other beneficial ownership interests in Subtenant for the purpose
of obtaining equity financing, or (iii) transfers of stock or other beneficial interests in Subtenant for estate planning purposes,
shall not require Sublandlord’s consent as long as it is for a good business purpose and not for the principal purpose of
transferring Subtenant’s interest in this Sublease.


 


11.         Delivery
Condition / Sublandlord’s Representations. To the best of Sublandlord’s actual knowledge and belief, the following
representations are (or will be, as applicable) true as they relate to the Subleased Premises:


 


a.           As
of the Sublease Commencement Date, the Subleased Premises will be vacant and in broom clean condition.


 


b.           As
of the Effective Date, the building systems (including, but not limited to, the existing fire protection infrastructure) serving
the Subleased Premises are in good operating condition. Further, the existing sprinkler loop on each floor of the Subleased Premises
will remain in place.


 




     


     

    

  


c.           As
of the Effective Date, Sublandlord has received no notice of violation of any applicable codes, laws and/or regulations, whether
pertaining to hazardous substances, fire and safety systems, or otherwise, which have not been cured or are not in the process
of being cured Copies of Sublandlord’s filed ACP-5 Certificates for the Subleased Premises shall be delivered to Subtenant
on or before the Effective Date.


 


d.           As
of the Effective Date, Sublandlord has not received actual notice of any outstanding construction liens and/or violations with
the Department of Buildings, Environmental Control Board, and/or the Fire Marshall, which have not been cured or are not in the
process of being cured.


 


e.           As
of the Effective Date, Sublandlord has a valid and subsisting leasehold estate under the Master Lease, the Master Lease is in full
force and effect, Sublandlord has not delivered or received written notice of default under the Master Lease which remains uncured.


 


Except as expressly provided
otherwise herein, Subtenant accepts the Subleased Premises in its current condition “as-is”, “where-is”,
and “with all faults”. In this Sublease, the term “Delivery Condition” shall mean that condition of the
Subleased Premises in respect of which all of the representations set forth in clauses a. – e. of this Paragraph 11 shall
be true in all material respects.


 


12.         Subtenant’s
Improvements. Subject to strict compliance by Subtenant with all terms and conditions of Article 6 of the Master Lease, Subtenant
may complete Subtenant’s Improvements using architects, engineers, contractors, and subcontractors selected by Subtenant
and approved by Sublandlord (which approval shall not be unreasonably withheld, conditioned or delayed). As used herein, “Subtenant’s
Improvements” means the interior fit-out of the Subleased Premises, the plans for which are subject to Sublandlord’s
prior approval (which approval shall not be unreasonably withheld, conditioned or delayed).


 


So long as Subtenant
shall not then be in default under this Sublease (including, by extension, the incorporated provisions of the Master Lease), after
notice and the expiration of any applicable cure periods, Sublandlord will contribute up to Three Hundred Twenty-Three Thousand
Five Hundred Fifty Dollars ($323,550) [i.e., $30.00 per rentable square foot] towards Subtenant’s actual, reasonable costs
for Subtenant’s Improvements (the “Subtenant Improvement Allowance”). No more than ten percent
(10%) of the foregoing Subtenant Improvement Allowance may be utilized for soft costs (including, without limitation, architect
fees, engineering fees, and permitting fees). Sublandlord will pay the Subtenant Improvement Allowance to Subtenant within thirty
(30) days following receipt of written request from Subtenant, which written request must include the following: (i) documents
evidencing Subtenant’s architect’s self-certification of Subtenant’s Improvements, or a letter of completion
from the City of New York Department of Buildings and all associated permit sign-offs for the Subtenant’s Improvements and
the Subleased Premises, (ii) written certification from Subtenant that it has completed the Subtenant’s Improvements in their
entirety and taken occupancy of the Subleased Premises (i.e., there shall be no “progress payments”), (iii) proof of
final cost (e.g., AIA G702 or similar) from its general contractor or construction consultant, (iv) unconditional lien waivers
from all contractors and subcontractors who rendered services or materials in connection with Subtenant’s Improvements, and
(v) written certification from Subtenant that it is full compliance with this Sublease.


 


So long as Subtenant
shall not then be in default under this Sublease (including, by extension, the incorporated provisions of the Master Lease), after
notice and the expiration of any applicable cure periods, Sublandlord agrees to make an additional contribution of up to Sixty-Four
Thousand Seven Hundred Ten Dollars ($64,710) [i.e., $6 per rentable square foot] towards the actual, reasonable costs of upgrading
the HVAC distribution within the Subleased Premises (the “Supplemental Subtenant Improvement Allowance”).
Such HVAC upgrades shall be considered part of Subtenant’s Improvements and the Supplemental Subtenant Improvement Allowance
shall be payable, if at all, pursuant to the same terms, conditions and requirements as the Subtenant Improvement Allowance set
forth in the immediately preceding paragraph.


 


In no event shall the
Subtenant Improvement Allowance or the Supplemental Subtenant Improvement Allowance paid exceed the actual costs incurred by Subtenant
in connection with such work.


 




     


     

    

  


13.         Use
& Indemnification. Subtenant shall use the Subleased Premises only for the Permitted Uses as provided in the Master Lease
(and Sublandlord represents to Subtenant that the Subleased Premises may be used for executive and general offices and uses ancillary
thereto). Subtenant shall be fully responsible and liable (Master Landlord and Sublandlord being indemnified) for the operation
of its business in the Subleased Premises in compliance with all applicable laws and regulations from and after the Sublease Commencement
Date. Subtenant shall indemnify, defend and hold Sublandlord and Master Landlord, and Sublandlord’s and Master Landlord’s
officers, agents, and employees (collectively, the “Master Landlord and Sublandlord Indemnitees”) harmless
from and against all liabilities, obligations, damages, judgments, penalties, claims, costs, charges and expenses, including, without
limitation, reasonable attorneys’ fees, which may be imposed upon, incurred by, or asserted against any of the Master Landlord
and Sublandlord Indemnities and arising, directly or indirectly, out of or in connection with (a) Subtenant’s breach of its
obligations under this Sublease (including, by extension, the Master Lease), (b) the negligence or willful acts of Subtenant, its
agents, contractors, and employees, and (c) any work or thing done in, on or about the Subleased Premises or any part thereof,
by Subtenant or its agents, contractors, and employees, including, without limitation, any Subtenant’s Improvements. In no
event shall Subtenant dispose, store, or otherwise utilize hazardous materials within the Subleased Premises except in full compliance
with the Master Lease and all applicable law.


 


Sublandlord shall indemnify,
defend and hold harmless Subtenant from and against any loss, cost, damage or expense (including reasonable attorneys’ fees),
or any claim therefor, arising out of (i) any negligence by Sublandlord; (ii) any accident, injury or damage whatsoever caused
to any person, or to the property of any person, occurring outside of Subleased Premises but within or about the Building, where
such accident, damage or injury results or is claimed to have resulted from an act or omission on the part of the Sublandlord and
not from the negligence or willful misconduct of Subtenant, or (iii) any failure by Sublandlord to observe or perform any of the
terms, covenants or conditions of (A) the applicable terms of the Master Lease (to the extent such failure materially adversely
affects Subtenant’s use or occupancy of the Subleased Premises) or (B) this Sublease to the extent required to be observed
or performed by Sublandlord, including any loss, cost, damage or expense any default under or termination of the Master Lease arising
by reason of any such failure.


 


It is the intent of the
parties that Subtenant have access to the Subleased Premises on a 24/7/365 basis, including use of the Building elevator(s) on
a 24/7/365 basis, at no cost or expense to Subtenant. The parties acknowledge that there is no freight elevator for the Building.


 


14.         Insurance.
Subtenant shall at all times during the term hereof keep in force at its own expense all insurance coverages required to be maintained
by Sublandlord under the Master Lease that are applicable to Subtenant’s use of the Subleased Premises; subject, however,
to certain adjustments in such insurance coverages as reflected on an insurance certificate provided by Tenant and approved by
Sublandlord and Master Landlord pursuant to a separate letter or email transmittal. Except as aforesaid, all such insurance shall
conform to the requirements for Sublandlord’s insurance policies under the Master Lease. As soon as reasonably practicable,
Subtenant shall deliver to Sublandlord an insurance certificate and required endorsements evidencing the insurance coverages required
under this Sublease.


 


15.         Security
Deposit / Letter of Credit Security. On execution of this Sublease, Subtenant shall deliver to Sublandlord an irrevocable letter
of credit (the “Letter of Credit”) in the amount of Two Hundred Fifty Thousand Seven Hundred Fifty-One and 25/100ths
Dollars ($250,751.25) issued in favor of Sublandlord in such amount, as security for the full and faithful performance of Subtenant’s
obligations under this Sublease. The Letter of Credit shall be an irrevocable, unconditional letter of credit with an initial term
of not less than one (1) year from the Commencement Date of this Lease. Without further act or instrument required by Sublandlord,
the Letter of Credit shall be automatically renewed for successive one (1) year periods throughout the remainder of the Term unless,
not less than forty-five (45) days prior to the then current expiration date of the Letter of Credit, the issuing bank notifies
Sublandlord of its intention not to renew the Letter of Credit. The Letter of Credit (or any renewal, extension or replacement
thereof) shall continue in full force and effect and shall be maintained in its full face amount for thirty (30) days beyond the
later of (x) expiration of the Term of this Sublease, and (y) the date Subtenant vacates and surrenders possession of the Subleased
Premises to Sublandlord. The Letter of Credit shall (i) be negotiable and freely transferable in connection with a sale or transfer
by Sublandlord as hereinafter described; (ii) be issued or confirmed by a banking institution reasonably acceptable to Sublandlord;
(iii) provide for payment of all or any portion of the face amount of the Letter of Credit to Sublandlord upon the receipt by the
issuing bank of a sight draft presented to the issuing bank by a representative of Sublandlord; and (iv) be otherwise in form and
substance reasonably satisfactory to Sublandlord. Sublandlord's receipt of notice from the issuing bank of its intention not to
renew the Letter of Credit or Subtenant's failure to deliver a renewal or replacement letter of credit shall entitle Sublandlord
to draw the full face amount of the Letter of Credit and retain such sum as security hereunder in lieu of the Letter of Credit.
Subtenant's failure to maintain the Letter of Credit shall constitute a default under this Sublease. If Subtenant defaults in its
obligations under this Sublease beyond any applicable notice and cure period, Sublandlord may draw upon the Letter of Credit to
the extent required for the payment of any sum as to which Subtenant is in default or for any sum which Sublandlord may have expended
or may be required to expend by reason of Subtenant’s default. In the event Sublandlord draws upon the Letter of Credit and
applies or retains any portion or all of the sum received upon such draw, Subtenant shall forthwith take such action as is necessary
to restore the face amount of the Letter of Credit so that at all times the amount of the Letter of Credit shall be equal to Two
Hundred Fifty Thousand Seven Hundred Fifty-One and 25/100ths Dollars ($250,751.25). Upon expiration of the Sublease Term or earlier
termination of this Sublease, and after Subtenant has delivered possession of the Subleased Premises in the condition required
by this Sublease and otherwise fully performed its covenants and obligations hereunder, Sublandlord shall promptly return the Letter
of Credit to Subtenant.


 




     


     

    

  


Notwithstanding the foregoing
provisions of this Sublease, Subtenant may deposit with Sublandlord the sum of $75,000.00 (the "Temporary Security Deposit
") upon Tenant's execution and submission of the Lease; provided, however, that Subtenant agrees that it shall, on or before
the forty-fifth (45th) day next following the date that this Sublease has been fully executed and delivered, deliver the Letter
of Credit, as hereinabove defined, in the form required under this Section 15 to Sublandlord, whereupon Sublandlord shall promptly
return the Temporary Security Deposit to Subtenant. Sublandlord shall deposit the Temporary Security Deposit in its general bank
account and will have no obligation to accrue or pay to Subtenant interest on such Temporary Security Deposit. The Temporary Security
Deposit is security for performance of Subtenant’s obligations under this Sublease. If Subtenant defaults with respect to
any provision of this Sublease, including but not limited to the provisions relating to the payment of Rent, and such default continues
after any applicable notice and cure period under this Sublease, Sublandlord, without prejudice to any other right or remedy it
may have, may use, apply or retain all or any part of the Temporary Security Deposit for the payment of any rent or additional
rent, or the cure of any such default. If Subtenant fails for any reason to deliver to Landlord the Letter of Credit by the forty-fifth
(45th) day next following the date that this Sublease has been fully executed and delivered, Subtenant's failure to deliver the
Letter of Credit by such date shall constitute an event of default under this Sublease, notwithstanding that no other default on
the part of Subtenant may then exist under this Sublease; and Sublandlord shall be entitled to exercise all rights and remedies
available to Sublandlord under this Sublease on account of such event of default.


 


16.         Brokers.
Each party represents that no real estate broker, salesman, or agent other than JLL (“Sublandlord’s Broker)
and Newmark Grubb Knight Frank (“Subtenant’s Broker”) were instrumental in procuring this Sublease.
Each party will indemnify the other against any claim or commission brought by a party other than the Sublandlord’s Broker
and the Subtenant’s Broker. If and only if this Sublease is fully executed, Sublandlord shall pay a commission to Sublandlord’s
Broker and/or Subtenant’s Broker pursuant to one or more separate agreements with the brokers.


 


17.         Notice.
It is expressly agreed that any notice required or desired to be sent shall be delivered to the following addresses and shall be
deemed given (i) three (3) business days after deposited in the US mail and sent by United States Certified and/or Registered Mail,
postage prepaid, return receipt requested, or (ii) on the day delivered if by hand, or (iii) when delivered if by overnight delivery
by a professional delivery service:


 


	If to Sublandlord:	If to Subtenant:
	 	 
	Restoration Hardware, Inc.	At the Subleased Premises
	Attn: Eugene Chang	 
	
        VP & Senior Counsel

        15 Koch Road | Corte Madera, CA 94925

        Direct: 415.945.5996 | echang@rh.com
	
        With a copy to:

         

        Mario J. Suarez, Esq.

        Thompson Hine LLP

        335 Madison Avenue (12th Floor)

        New York, New York 10017



 


Additionally, Subtenant
acknowledges that the address to which all payments of Rent due the Sublandlord should be sent is to the Sublandlord at the aforementioned
Sublandlord address.


 




     


     

    

 


18.         Attorneys’
Fees. If either party institutes a suit against the other for violation of or to enforce any covenant or condition of this
Sublease, or if either party intervenes in any suit in which the other is a party to enforce or protect its interest or rights,
the prevailing party shall be entitled to all of its actual out-of-pocket costs and expenses, including reasonable attorneys’
fees actually incurred.


 


19.         Return
of Sublease Premises. At the end of the Term, Subtenant shall remove its personal property, equipment and trade fixtures from
the Subleased Premises, and shall remove any Specialty Improvements installed by Subtenant and repair any damage caused by such
removal, all in accordance with the terms of the Master Lease. Sublandlord shall advise Subtenant at the time Sublandlord provides
its approval to Subtenant’s improvements as provided in Section 12 herein which Specialty Improvements, if any, shall be
removed upon expiration or earlier termination of the Sublease. In this Sublease, the term “Specialty Improvements”
shall mean any alterations or improvements that are not “typical” office improvements or which would not be conducive
for use by subsequent office occupants, and will also include any alterations that (i) perforate, penetrate or require reinforcement
of a floor slab (including, without limitation, interior stairwells or high-density filing or racking systems), (ii) consist of
the installation of a raised flooring system, (iii) consist of the installation of a vault or other similar device or system intended
to secure the Sublease Premises or a portion thereof in a manner that exceeds the level of security necessary for ordinary office
space, and (iv) involve material plumbing connections (such as, for example but not by way of limitation, kitchens, saunas, showers,
and executive bathrooms outside of the Building core and/or special fire safety systems).


 


20.         Early
Termination of the Master Lease. If the Master Lease should terminate prior to the Expiration of the Term, through no fault
of Sublandlord, Sublandlord shall have no liability to Subtenant. Where the Master Lease grants Sublandlord any discretionary right
to terminate the Master Lease as to all or any portion of the Master Lease Premises, whether due to casualty, condemnation, or
otherwise, Sublandlord shall be entitled to exercise or not exercise such right in its sole and absolute discretion, but only after
notice to Subtenant.


 


21.         Signage.
Subject to the consent of Sublandlord, which consent shall not be unreasonably withheld, and the consent of the landlord under
the Master Landlord, Subtenant, at Subtenant’s sole cost and expense, may maintain signs in the elevator lobbies of each
floor that the Subleased Premises is located on; and a sign in the Building lobby as approved in a separate sketch initialed by
Sublandlord; and a proportionate share of the listings in the Building’s directory.


 


22.         Exclusive
License to Use Roof Deck. Subject to applicable laws, governmental codes, regulations and requirements and ordinances (collectively,
“Law”) and the applicable provisions of the Master Lease, Subtenant and its employees and invitees shall
have an exclusive license to use the Building’s rooftop deck during the Term of this Sublease in accordance with the following
terms and conditions:


 


a. Subtenants use or
occupancy of the rooftop deck shall be in accordance with and subject to the applicable provisions of the Sublease and Master Lease,
as if the rooftop deck were a part of the Subleased Premises, except that (1) the rooftop deck shall not be included in the calculation
of Subtenant’s proportionate share of Operating Expenses and Real Estate Taxes and no additional Base Rent is due for Subtenant’s
use or occupancy of the rooftop deck, and (2) nothing contained herein shall be deemed to grant Subtenant (or any person claiming
by, through or under Subtenant), a leasehold interest in the rooftop deck. Subtenant’s license to the use of the rooftop
deck is limited to the existing rooftop deck, but not the underlying components comprising the roof or the parapets, copings and
railings enclosing the roof or the areas housing equipment located on the roof. Subtenant’s access to the rooftop deck is
not assignable or transferable except in connection with an assignment of this Sublease or a subletting of the Subleased Premises
in accordance with, or otherwise permitted pursuant to, the terms and conditions of Section 10 of this Sublease. Subtenant’s
use or occupancy of the rooftop desk shall be subject to inspection, maintenance, repair, alteration, additions, improvements and
other uses of Sublandlord or Master Landlord, and Subtenant shall not use or occupy, or suffer any use or occupancy of, the rooftop
deck in a manner that impairs, infringes or interferes with such rights of Sublandlord or Master Landlord or any equipment now
or hereafter housed on the rooftop. Subtenant acknowledges that the Building has an alarm system, and Subtenant shall (i) reasonably
cooperate with Sublandlord to coordinate the alarm system with Subtenant’s use or occupancy of the rooftop deck, and (ii)
be solely responsible for any costs associated with any alterations, modifications, changes or additions to the alarm system to
accommodate Subtenant’s use or occupancy of the rooftop deck.


 




     


     

    

 


b. Subtenant’s
use and occupancy of the rooftop deck shall be limited to Subtenant’s employees and invitees for only passive purposes like
eating or lounging, and in no event shall any general public access be allowed on the rooftop deck. Subtenant shall not (1) store
or keep any equipment, supplies, refuse or merchandise on the rooftop deck, except Subtenant may place outdoor furniture and plants
on the rooftop deck, (2) use the rooftop deck for lodging; (3) place anything on the parapets, ledges or railings on the perimeter
of the rooftop deck, (4) overload the rooftop deck, or (5) make any improvements, additions or installations to or on, or otherwise
penetrate, the rooftop deck.


 


c. Sublandlord (1)
makes no representation or warranty whatsoever with respect to the permitted use or occupancy of the rooftop deck or access thereto,
or the condition of the rooftop deck, or the legality of its use or occupancy, nor its fitness for a particular purpose, and (2)
shall have no obligation whatsoever to Subtenant to make any improvements, modifications or alterations or to perform any maintenance,
repair or other work with respect to the rooftop deck or access thereto and shall bear no cost with respect to the rooftop deck
or access thereto. In no event shall Subtenant have any manner of recourse against Sublandlord, nor any right to abate or set-off
against Base Rent or any other amounts owed under the Sublease, if Subtenant’s use or occupancy of the rooftop deck or access
thereto violates the Law or the Master Lease or is interrupted in connection with the maintenance, repair, restoration, or alteration
thereon or therein.


 


d. Subtenant acknowledges
and expressly agrees that any use and occupancy of the rooftop deck by Subtenant, its employees, invitees, agents, or anyone under
Subtenant’s direction or control (collectively “Subtenant Parties”) shall be at Subtenant’s
sole risk and expense. SUBTENANT FURTHER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS SUBLANDLORD AND THE MASTER LANDLORD FROM
AND AGAINST ANY AND ALL LOSS, LIABILITY, DEMANDS, JUDGMENTS, AWARDS, EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES), GOVERNMENTAL
FINES, PENALTIES AND IMPOSITIONS, CLAIMS, PROCEEDINGS AND ACTIONS (COLLECTIVELY, “CLAIMS”) WHICH ARISE OR RESULT FROM
OR RELATE TO SUBTENANT PARTIES’ USE OR OCCUPANCY OF, OR ACCESS TO, OR ENTRY ONTO THE ROOFTOP DECK INCLUDING, WITHOUT LIMITATION,
DAMAGE TO PROPERTY OR HARM, INJURY (INCLUDING DEATH), OR ILLNESS TO PERSONS, OR VIOLATIONS OF LAW OR THE MASTER LEASE. THE INDEMNIFICATION
PROVISIONS OF THIS SECTION 21 ARE IN ADDITION TO THE INDEMNIFICATION PROVISIONS OF SECTION 13 IN THIS SUBLEASE. TO THE FULLEST
EXTENT ALLOWED BY LAW, SUBTENANT HEREBY IRREVOCABLY WAIVES AND UNCONDITIONALLY RELEASES AND FOREVER DISCHARGES SUBLANDLORD AND
MASTER LANDLORD AND THEIR RESPECTIVE AGENTS, PARTNERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AND PRINCIPALS CLAIMS ARISING OUT OF
SUBTENANT PARTIES’ ACCESS TO AND/OR USE OR OCCUPANCY OF THE ROOFTOP DECK. The provisions of this paragraph shall survive
the expiration or termination of this Sublease.


 


e. Subtenant will cause
its insurance (as required hereunder) to include Subtenant’s use and occupancy of the rooftop deck.


 


f. If (1) Subtenant’s
use or occupancy of the rooftop deck constitutes a default or breach under the Master Lease, or (2) a governmental violation is
issued (or threatened) against the Building relating to Subtenant’s use or occupancy, or manner of use or occupancy, of the
rooftop deck, Subtenant must either immediately cease and desist its use and occupancy of the rooftop deck or cure any such default,
breach or violation, as applicable, and provide Sublandlord with evidence of such curing and discharge.


 


23.         Miscellaneous.
This Sublease shall be construed and interpreted in accordance with the laws of the State of New York. All obligations under this
Sublease are performable in the county or other jurisdiction where the Subleased Premises is located, which shall be venue for
all legal actions. If any term or provision of this Sublease shall be invalid or unenforceable, then such term or provision shall
be automatically reformed to the extent necessary to render such term or provision enforceable, without the necessity of execution
of any amendment or new document. The remainder of this Sublease shall not be affected, and each remaining and reformed provision
of this Sublease shall be valid and enforced to the fullest extent permitted by law. The headings and titles to the Sections of
this Sublease are for convenience only and shall have no effect on the interpretation of any part of this Sublease. The words “include”,
“including” and similar words will not be construed restrictively to limit or exclude other items not listed. All of
the covenants and agreements herein contained shall be binding upon and shall inure to the benefit of the parties hereto and their
respective heirs, representatives, successors and permitted assigns. All understandings, discussions, and agreements previously
made between the parties, written or oral, are superseded by this Sublease, and neither party is relying upon any warranty, statement
or representation not contained in this Sublease. This Sublease may be modified only by a written agreement signed by Sublandlord
and Subtenant. Both parties covenant and agree to keep the financial terms of this Sublease confidential, disclosing them only
to their accountants, consultants, shareholders, and legal advisors as may be reasonably necessary.


 


[SIGNATURES APPEAR ON THE FOLLOWING
PAGE]


 




     


     

    

  


IN WITNESS WHEREOF,
Sublandlord and Subtenant have executed this Sublease as of the date first written above, intending to be bound hereby.


 


	SUBLANDLORD:	 
	 	 
	Restoration Hardware, Inc., a Delaware corporation	 
	 	 	 
	By:	/s/ Karen Boone	 
	Name:	Karen Boone	 
	Title:	CFO	 
	 	 	 
	SUBTENANT:	 
	 	 
	Intercept Pharmaceuticals, Inc., a Delaware corporation	 
	 	 	 
	By:	/s/ Mark Pruzanski	 
	Name:	Mark Pruzanski	 
	Title:	CEO	 


 




     


     

    

 


EXHIBIT A


 


Master Lease


 


INTENTIONALLY OMITTED


 




     


     

    

  


EXHIBIT B


 


Definition of Operating
Expenses


 


All costs of operation,
maintenance, repair, replacement and management of the Building (including the amount of any credits which Sublandlord may grant
to particular subtenants of the Building in lieu of providing any standard services or paying any standard costs described in this
definition for similar tenants), as determined in accordance with generally accepted accounting principles, including the following
costs by way of illustration, but not limitation: water and sewer charges; insurance charges of or relating to all insurance policies
and endorsements deemed by Sublandlord to be reasonably necessary or desirable and relating in any manner to the protection, preservation,
or operation of the Building or any part thereof; utility costs, including, but not limited to, the cost of heat, light, power,
steam, gas; waste disposal; the cost of janitorial services; the cost of security and alarm services (including any central station
signaling system); costs of cleaning, repairing, replacing and maintaining the common areas, including parking and landscaping,
window cleaning costs; labor costs; costs and expenses of managing the Building including management fees; air conditioning maintenance
costs; elevator maintenance fees and supplies; material costs; equipment costs including the cost of maintenance, repair and service
agreements and rental and leasing costs; purchase costs of equipment; current rental and leasing costs of items which would be
capital items if purchased; tool costs; licenses, permits and inspection fees; wages and salaries; employee benefits and payroll
taxes; accounting and legal fees; any sales, use or service taxes incurred in connection therewith. In addition, Sublandlord shall
be entitled to recover, as additional rent (which, along with any other capital expenditures constituting Operating Expenses, Sublandlord
may either include in Operating Expenses or cause to be billed to Subtenant along with Operating Expenses and Real Estate Taxes
but as a separate item), Subtenant’s proportionate share of: (i) an allocable portion of the cost of capital improvement
items which are reasonably calculated to reduce operating expenses; (ii) the cost of fire sprinklers and suppression systems and
other life safety systems; and (iii) other capital expenses which are required under any governmental laws, regulations or ordinances
which were not applicable to the Building at the time it was constructed; but the costs described in this sentence shall be amortized
over the reasonable life of such expenditures in accordance with such reasonable life and amortization schedules as shall be determined
by Sublandlord in accordance with generally accepted accounting principles, with interest on the unamortized amount at one percent
(1%) in excess of the Wall Street Journal prime lending rate announced from time to time. Expenses shall not include depreciation
or amortization of the Building or equipment in the Building except as provided herein, loan principal payments, costs of alterations
of tenants’ premises, leasing commissions, interest expenses on long-term borrowings or advertising costs.