Exhibit 10.11.2


110717A1/BCN/DD


 


AMENDMENT N°1 TO


PRODUCT RESEARCH, DEVELOPMENT,


LICENSE AND COMMERCIALIZATION AGREEMENT


 


By and between


 


INTERCEPT PHARMACEUTICALS, INC.


a corporation organized and existing under
the laws of Delaware, with registered office at 18 Desbrosses Street, New-York 10013 NY, USA


 


(hereinafter referred to as “INTERCEPT”)


 


on the one hand


 


AND


 


LES LABORATOIRES SERVIER


a corporation organized and existing under
the laws of France, with registered office at 50 rue Carnot 92284 Suresnes cedex, France


 


and


 


INSTITUT DE RECHERCHES SERVIER


a corporation organized and existing under
the laws of France, with registered office at 3 rue de la République, 92150 Suresnes, France


 


(these two entities are jointly referred
to as “SERVIER”)


 


on the other hand.


	 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.



    	page 1 of 4



    	 



    

 


110717A1/BCN/DD


 


RECITALS


 


WHEREAS, INTERCEPT
and SERVIER have executed on August 1st, 2011 a product research, development, license and commercialization agreement
(hereinafter the “Agreement”);


 


WHEREAS, the
initial Research program Term (as defined in section 2.1 of the Agreement) will end on July 31st, 2012;


 


WHEREAS, the
parties have decided to extend such Research Program Term.


 


NOW, THEREFORE,
in consideration of the foregoing premises, SERVIER and INTERCEPT hereby agree as follows:


 


Article
1: 


 


The Research Program Term is extended for
a six month period starting on August 1st, 2012 (hereinafter the “Extended Term”).


 


During the Extended Term, INTERCEPT shall
conduct the research activities described in Schedule 1 to this amendment. In terms of manpower, it is intended that INTERCEPT
will allocate for the performance of the research activities up to [[***]] full time equivalent which shall include the work as
outlined in the Research Program as amended pursuant to Schedule 1 to this Amendment. SERVIER will reimburse to INTERCEPT at the
end of each quarter of the Extended Term an amount of EUR [***] per FTE per quarter, up to a maximum of EUR [***] per quarter,
provided such costs are duly justified.


 


During the Extended Term, INTERCEPT will
provide an intermediate report after three months and a final report.


 


Based on the results of the work performed
during the Extended Term, the parties may decide, by way of an amendment to the Agreement, to further extend the Research Program
Term for an additional six month period.


 


Article
2: 


 


Any and all provisions of the Agreement
not modified hereinabove shall remain in full force and effect.


 


In witness whereof, the Parties have executed
this amendment by their proper officers as of July 24th, 2012.


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.



    	page 2 of 4



    	 



    

 


110717A1/BCN/DD


 


	INTERCEPT PHARMACEUTICALS, INC.	 	LES LABORATOIRES SERVIER
	 	 	 
	/s/ Mark Pruzanski	 	/s/ Marie-Christine Larcher
	Mark PRUZANSKI	 	Mrs Marie-Christine LARCHER
	 	 	 
	President and CEO	 	Proxy
	 	 	 
	 	 	INSTITUT DE RECHERCHES SERVIER
	 	 	 
	 	 	/s/ Dr Emmanuel Canet
	 	 	Dr Emmanuel CANET
	 	 	 
	 	 	President R&D


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.



    	page 3 of 4



    	 



    

 


110717A1/BCN/DD


 


SCHEDULE 1


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.



    	page 4 of 4



    	 



    

 


INITIAL ACTION PLAN


 


[***]


 


27/06/2012


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.