Exhibit 10.1


 


AMENDMENT NO. 1 TO


SPONSORED RESEARCH AGREEMENT


 


This
Amendment No. 1 to Sponsored Research Agreement, dated April 29, 2013 (the “First Amendment”), is entered into by and
among INTERCEPT PHARMACEUTICALS, INC., a corporation organized and
existing under the laws of Delaware, with its registered office at 18 Desbrosses Street, New York, NY 10013, USA (“Sponsor”),
Dipartimento di Chimica e Tecnologia del Farmaco of the Università di Perugia, Via del Liceo, 1, Perugia, Italy 06123
(“University”), and Professor Roberto Pellicciari of the Dipartimento di Chimica e Tecnologia del Farmaco at the University,
Via del Liceo, 1, Perugia, Italy 06123 (“Principal Investigator”).



 


RECITALS


 


WHEREAS, Sponsor, University and
Principal Investigator have entered into a Sponsored Research Agreement, dated as of January 1, 2012 (the “Agreement”);


 


WHEREAS, the term of the Agreement
expired on December 31, 2012; and


 


WHEREAS, the Research Parties (as
defined in the Agreement) have continued to conduct the Research Project (as defined in the Agreement) subsequent to the Term and
the parties have decided to extend such Term.


 


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


 


ARTICLE
1: 


 


The term of the Agreement is extended for
a one year period starting on January 1, 2013 (hereinafter the “Extended Term”). For the avoidance of doubt, as used
throughout the Agreement, the term of the Agreement shall be deemed to include the Extended Term.


 


As
consideration for conducting the Research Project during the Extended Term, Sponsor agrees to fund the activities of Principal
Investigator and Project Participants under the Research Project, for which Sponsor shall pay to University a total of €80,000
during the Extended Term, payable as follows: €20,000 on March 31, 2013; €20,000 on June 30, 2013; €20,000 on September
30, 2013 and €20,000 on December 31, 2013.


 


Such payments shall cover the all services
to be rendered to the Sponsor by the University under the Agreement during the Extended Term, including the synthesis and provisioning
of Material (as defined in the Agreement) up to the quantities set forth in the material schedule to this First Amendment (the
“Material Schedule”). If Sponsor requests the delivery of Material in excess of such amounts set forth in the Material
Schedule, the parties agree to negotiate in good faith to set the additional consideration to be paid to University for such excess
quantities of Material requested by Sponsor.


 


All such payments shall be made in Euros,
the lawful currency of the European Community within fifteen (15) business days of such payment due date.


 




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ARTICLE
2:


 


This First Amendment shall be governed
by and construed under the laws of the State of Delaware, USA, without giving effect to the conflict of law principles thereof.


 


Any and all provisions of the Agreement
not modified hereinabove shall remain in full force and effect. All capitalized terms in this Amendment not otherwise defined shall
have the meanings ascribed to such terms in the Agreement.


 


[Remainder of Page Intentionally Left
Blank; Signature Page Follows]


 




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In
witness whereof, the parties have executed this amendment by their proper officers as of the date first set forth above.


 


	PRINCIPAL INVESTIGATOR	 	INTERCEPT PHARMACEUTICALS, INC.
	 	 	 	 	 
	By:	/s/ Roberto Pellicciari	 	By:	/s/ Mark Pruzanski
	 	Roberto Pellicciari	 	 	Mark Pruzanski
	 	 	 	 	President and CEO


 


UNIVERSITA DI PERUGIA DIPARTIMENTO
DI CHIMICA E TECNOLOGIA DEL FARMACO


 


	By:	/s/ Benedetto Natalini	 
	Name:	 Prof. Benedetto Natalini	 
	Position:	 Director	 


 
[Signature Page – University of Perugia Amendment]


 








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