Exhibit 10.4.2


 


NON-COMPETITION AND NON-SOLICITATION
AGREEMENT


 


This Agreement is made between INTERCEPT
PHARMACEUTICALS, INC., a Delaware corporation (hereinafter referred to collectively with its subsidiaries as the “Company”),
and Mark E. Pruzanski (the “Employee”).


 


For good consideration and in consideration
of the employment or continued employment of the Employee by the Company, the Employee and the Company agree as follows:


 


1.           Non-Competition
and Non-Solicitation. While the Employee is employed by the Company and for a period of one year after the termination or cessation
of such employment for any reason, the Employee will not directly or indirectly:


 


(a)          Engage
or assist others in engaging in any business or enterprise (whether as owner, partner, officer, director, employee, consultant,
investor, lender or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-held company) that
is competitive with the Company’s business, including but not limited to any business or enterprise that develops, manufactures,
markets, licenses, sells or provides any product or service that competes with any product or service developed, manufactured,
marketed, licensed, sold or provided, or planned to be developed, manufactured, marketed, licensed, sold or provided, by the Company
while the Employee was employed by the Company; or


 


(b)          Either
alone or in association with others, solicit, divert or take away, or attempt to divert or take away, the business or patronage
of any of the clients, customers, or business partners of the Company which were contacted, solicited, or served by the Company
during the 12-month period prior to the termination or cessation of the Employee’s employment with the Company; or


 


(c)          Either
alone or in association with others (i) solicit, induce or attempt to induce, any employee or independent contractor of the Company
to terminate his or her employment or other engagement with the Company, or (ii) hire, or recruit or attempt to hire, or engage
or attempt to engage as an independent contractor, any person who was employed or otherwise engaged by the Company at any time
during the term of the Employee’s employment with the Company; provided, that this clause (ii) shall not apply to
the recruitment or hiring or other engagement of any individual whose employment or other engagement with the Company has been
terminated for a period of six months or longer.


 


(d)          Extension.
If the Employee violates the provisions of any of the preceding paragraphs of this Section 1, the Employee shall continue to be
bound by the restrictions set forth in such paragraph until a period of one year has expired without any violation of such provisions.


 


2.           Miscellaneous.


 


(a)          Equitable
Remedies. 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 which is difficult to measure. Therefore, in the event of any
such breach or threatened breach, the Employee agrees that the Company, in addition to such other remedies which may be available,
shall have the right to obtain an injunction from a court restraining such a breach or threatened breach and the right to specific
performance of the provisions of this Agreement and the Employee hereby waives the adequacy of a remedy at law as a defense to
such relief.


 



    	 



    	 



    

 


(b)          Obligations
to Third Parties. The Employee acknowledges and represents that this agreement and the Employee’s employment with the
Company will not violate any continuing obligation the Employee has to any former employer or other third party.


 


(c)          Disclosure
of this Agreement. The Employee hereby authorizes the Company to notify others, including but not limited to customers of the
Company and any of the Employee’s future employers or prospective business associates, of the terms and existence of this
Agreement and the Employee’s continuing obligations to the Company hereunder.


 


(d)          Not
Employment Contract. The Employee acknowledges that this Agreement does not constitute a contract of employment, does not imply
that the Company will continue his/her employment for any period of time and does not change the at-will nature of his/her employment.


 


(e)          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 with which, or into which, the Company may be merged or which may succeed to the Company’s
assets or business, provided, however, that the obligations of the Employee are personal and shall not be assigned by him or her.
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. Notwithstanding the foregoing, if the Company is merged with or into a third party which is engaged
in multiple lines of business, or if a third party engaged in multiple lines of business succeeds to the Company’s assets
or business, then for purposes of Section 1(a), the term “Company” shall mean and refer to the business of the Company
as it existed immediately prior to such event and as it subsequently develops and not to the third party’s other businesses.


 


(f)          Interpretation.
If any restriction set forth in Section 1 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.


 


(g)          Severability.
In case any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability
of the remaining provisions shall in no way be affected or impaired thereby.


 


(h)          Waivers.
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.


 



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(i)          Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without reference
to the conflicts of laws provisions thereof). 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. The Company and the Employee each hereby irrevocably waive any right to a trial by jury in any action, suit or other legal
proceeding arising under or relating to any provision of this Agreement.


 


(j)          Entire
Agreement; Amendment. 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.


 


(k)          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.


 


	 	 	INTERCEPT PHARMACEUTICALS, INC.
	 	 	 
	Date:	20 June 2006	 	By:	/s/  Jim Mervis, Chairman of the Board
	 	 	 
	Date:	20 June 2006	 	/s/ Mark Pruzanski, President and CEO 
	 	 	(Signature)


 



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