Exhibit 10.6.2


 


INVENTION, NON-DISCLOSURE,
AND NON-SOLICITATION AGREEMENT


 


This Invention, Non-Disclosure, and Non-Solicitation
Agreement is made by and between Intercept Pharmaceuticals, Inc. (the “Company”) and David Shapiro (the “Employee”).


 


IN CONSIDERATION of the Employee's employment
by the Company, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Employee agrees
as follows:


 


1.          Condition
of Employment.


 


The Employee acknowledges that his/her employment
with the Company is contingent upon his/her agreement to sign and adhere to the provisions of this Invention, Non-Disclosure, and
Non-Solicitation Agreement (the “Agreement”).


 


2.          Proprietary
and Confidential Information.


 


(a)        The
Employee agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s
business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the
exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions,
products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans (including business
and marketing plans), research data, clinical data, financial data (including sales costs, profits, pricing methods), personnel
data, computer programs (including software used pursuant to a license agreement), customer and supplier lists, and contacts at
or knowledge of customers or prospective customers of the Company. The Employee will not disclose any Proprietary Information to
any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her
duties as an employee of the Company) without written approval by an officer of the Company, either during or after his/her employment
with the Company, unless and until such Proprietary Information has become public knowledge without fault by the Employee.


 


(b)        The
Employee agrees that all files, documents, letters, memoranda, reports, records, data, sketches, drawings, models, laboratory notebooks,
program listings, computer equipment or devices, computer programs or other written, photographic, or other tangible material containing
Proprietary Information, whether created by the Employee or others, which shall come into his/her custody or possession, shall
be and are the exclusive property of the Company to be used by the Employee only in the performance of his/her duties for the Company
and shall not be copied or removed from the Company premises except in the pursuit of the business of the Company. All such materials
or copies thereof and all tangible property of the Company in the custody or possession of the Employee shall be delivered to the
Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, the Employee
shall not retain any such materials or copies thereof or any such tangible property.


 



    	 



    	 



    

 


(c)        The
Employee agrees that his/her obligation not to disclose or to use information and materials of the types set forth in paragraphs
(a) and (b) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends
to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other
third parties who may have disclosed or entrusted the same to the Company or to the Employee.


 


3.          Inventions.


 


(a)        The
Employee will make full and prompt disclosure to the Company of all inventions, creations, improvements, discoveries, trade secrets,
secret processes, technology, know-how, methods, developments, software, and works of authorship or other creative works, whether
patentable or not, which are created, made, conceived or reduced to practice by the Employee or under the Employee's direction
or jointly with others during his/her employment by the Company, whether or not during normal working hours or on the premises
of the Company (all of which are collectively referred to in this Agreement as “Inventions”).


 


(b)        The
Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all his/her
right, title and interest in and to all Inventions and all related patents, patent applications, copyrights and copyright applications
to the maximum extent permitted by Section 2870 of the California Labor Code or any like statute of any other state. The Employee
hereby also waives all claims to moral rights in any Inventions. The Employee understands that the provisions of this Agreement
requiring assignment of Inventions to the Company do not apply to any invention which qualifies fully under the provisions of California
Labor Code Section 2870 (attached hereto as Exhibit A). The Employee agrees to advise the Company promptly in writing of any inventions
that he/she believes meets the criteria in Section 2870 and not otherwise disclosed on Exhibit B.


 


(c)        The
Employee agrees to cooperate fully with the Company and to take such further actions as may be necessary or desirable, both during
and after his/her employment with the Company, with respect to the procurement, maintenance and enforcement of copyrights, patents
and other intellectual property rights (both in the United States and foreign countries) relating to Inventions. The Employee shall
sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments,
assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its
rights and interests in any Invention. The Employee further agrees that if the Company is unable, after reasonable effort, to secure
the signature of the Employee on any such papers, any executive officer of the Company shall be entitled to execute any such papers
as the agent and the attorney-in-fact of the Employee, and the Employee hereby irrevocably designates and appoints each executive
officer of the Company as his/her agent and attorney-in-fact to execute any such papers on his/her behalf, and to take any and
all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Invention, under
the conditions described in this sentence.


 



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4.          Other
Agreements.


 


The Employee hereby represents that,
except as the Employee has disclosed in writing to the Company, the Employee is not bound by the terms of any agreement with any
previous employer or other party to refrain from using or disclosing any trade secret or confidential or proprietary information
in the course of his/her employment with the Company, to refrain from competing, directly or indirectly, with the business of such
previous employer or any other party, or to refrain from soliciting employees, customers or suppliers of such previous employer
or other party. The Employee further represents that his/her performance of all the terms of this Agreement and the performance
of his/her duties as an employee of the Company do not and will not breach any agreement with any prior employer or other party
to which the Employee is a party (including without limitation any non-disclosure or non-competition agreement), and that the Employee
will not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging
to any previous employer or others.


 


5.          United
States Government Obligations.


 


The Employee acknowledges that the Company
from time to time may have agreements with other persons or with the United States Government, or agencies thereof, which impose
obligations or restrictions on the Company regarding inventions made during the course of work under such agreements or regarding
the confidential nature of such work. The Employee agrees to be bound by all such obligations and restrictions that are made known
to the Employee and to take all action necessary to discharge the obligations of the Company under such agreements.


 


6.          Not
An Employment Contract.


 


The Employee acknowledges that this Agreement
does not constitute a contract of employment, either express or implied, and does not imply that the Company will continue the
Employee’s employment for any period of time.


 


7.          General
Provisions.


 


(a)          No
Conflict. The Employee represents that the execution and performance by him/her of this Agreement does not and will not conflict
with or breach the terms of any other agreement by which the Employee is bound.


 


(b)          Entire
Agreement. This Agreement supersedes all prior agreements, written or oral, between the Employee and the Company relating to
the subject matter of this Agreement. This Agreement may not be modified, changed or discharged in whole or in part, except by
an agreement in writing signed by the Employee and the Company. The Employee agrees that any change or changes in his/her duties,
salary or compensation after the signing of this Agreement shall not affect the validity or scope of this Agreement.


 



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(c)          Severability.
The invalidity or unenforceability of any provision of this Agreement shall not affect or impair the validity or enforceability
of any other provision of this Agreement.


 


(d)          Waiver.
No delay or omission by the Company in exercising any right under this Agreement will operate as a waiver of that or any other
right. A waiver or consent given by the Company on any one occasion is effective only in that instance and will not be construed
as a bar to or waiver of any right on any other occasion.


 


(e)          Employee
Acknowledgment and Equitable Remedies. The Employee acknowledges that the restrictions contained in this Agreement are necessary
for the protection of the business and goodwill of the Company and are considered by the Employee to be reasonable for such purpose.
The Employee agrees that any breach of this Agreement is likely to cause the Company substantial and irrevocable damage and therefore,
in the event of any breach or threatened breach of this Agreement, the Employee agrees that the Company, in addition to such other
remedies that may be available, shall be entitled to specific performance and other injunctive relief without posting a bond, and
the Employee hereby waives the adequacy of a remedy at law as a defense to such relief.


 


(f)          Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors
and assigns, including any corporation or entity with which or into which the Company may be merged or which may succeed to all
or substantially all of its assets or business, provided however that the obligations of the Employee are personal and shall not
be assigned by the Employee.


 


(g)          Subsidiaries
and Affiliates. The Employee expressly consents to be bound by the provisions of this Agreement for the benefit of the Company
or any subsidiary or affiliate thereof to whose employ the Employee may be transferred without the necessity that this Agreement
be re-signed at the time of such transfer.


 


(h)          Governing
Law, Forum and Jurisdiction. This Agreement shall be governed by and construed as a sealed instrument under and in accordance
with the laws of the State of New York without regard to conflict of laws provisions. Any action, suit, or other legal proceeding
which is commenced to resolve any matter arising under or relating to any provision of this Agreement shall be commenced only in
a court of the State of New York (or, if appropriate, a federal court located within New York), and the Company and the Employee
each consents to the jurisdiction of such a court.


 


(i)          Captions.
The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the
scope or substance of any section of this Agreement.


 



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THE EMPLOYEE ACKNOWLEDGES THAT HE/SHE HAS
CAREFULLY READ THIS AGREEMENT AND UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS AGREEMENT.


 


WITNESS our hands and seals:


 


 


INTERCEPT PHARMACEUTICALS, INC.


 


	 	 	 
	/s/ Mark Pruzanski	 	March 21, 2008
	By:  Mark E. Pruzanski, MD	 	Date
	President and Chief Executive Officer	 	 
	 	 	 
	David Shapiro, MD	 	 
	 	 	 
	/s/ David Shapiro	 	March 31st 2008
	 	 	Date
	 	 	 


 



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Exhibit A


 


CALIFORNIA LABOR CODE SECTION 2870


 


(a)          Any
provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights
in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time
without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either:


 


		(1)	Relate at the time of conception or reduction to practice
of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer, or



 


		(2)	Result from any work performed by the employee for his
employer.



 


(b)          To
the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from
being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.


 



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Exhibit B


 


LIST OF PRIOR INVENTIONS


AND ORIGINAL WORKS OF AUTHORSHIP:


 


	Title	 	Date	 	Identifying Number or Brief Description




 


 


 


 





	X	 	No inventions or improvements
	 	 	 
	 	 	Additional Sheets Attached
	 	 	 
	Signature of Employee:	 	/s/ David Shapiro
	 	 	 
	Printed Name of Employee:	 	David Shapiro


 


	Date: 	31st March 2008	 




 



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