Exhibit 10.5.2


 


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 Barbara Duncan (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 her employment with the Company
is contingent upon 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 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 her obligation not to disclose
or to use information and materials of the types set forth in paragraphs (a) and (b) above, and 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 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 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 the laws of the State of New York 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 the laws of the State of New York. The Employee agrees to advise the Company promptly in
writing of any inventions that she believes meets the criteria in the laws of the State of New York.



 


(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 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 her agent
and attorney-infact to execute any such papers on 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.


 



    	 



    	 



    

 


4. Non-Solicitation.


 


(a) While employed by the Company and for a period of one (1)
year after the termination or cessation of Employee’s employment for any reason, the Employee will not, directly or indirectly,
either alone or in association with others, recruit or solicit any person who was employed by the Company or engaged as an independent
contractor at any time during the period of the Employee's employment with the Company, except for an individual whose employment
with or service for the Company has been terminated for a period of six months or longer.


 


(b) If any restriction set forth in this Section 4 is found
by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a
range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time,
range of activities or geographic area as to which it may be enforceable.


 


(c) The geographic scope of this Section shall extend to anywhere
the Company or any of its subsidiaries is doing business, has done business or has plans to do business.


 


(d) If the Employee violates the provisions of this Section,
the Employee shall continue to be held by the restrictions set forth in this Section, until a period equal to the period of restriction
has expired without any violation.


 


5. 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 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.


 


6. 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.


 



    	 



    	 



    

 


7. 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.


 


8. 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.


 


(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.





 



    	 



    	 



    

 


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	 	5/16/09
	By: Mark Pruzanski, President & CEO	 	Date
	 	 	 
	/s/ Barbara Duncan	 	5/16/09
	By: Barbara Duncan, CFO	 	Date


  



    	 



    	 



    

 


Exhibit A LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS
OF


AUTHORSHIP: Title Date Identifying Number or Brief Description 


 


	 	No inventions or improvements
	 	 
	 	Additional Sheets Attached
	 
	Signature of Employee: /s/ Barbara Duncan
	 
	Printed Name of Employee: Barbara Duncan
	 
	Date: May 16, 2009