INTERCEPT PHARMACEUTICALS, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01. Entry into a Material Definitive Agreement.

On February 7, 2022, Intercept Pharmaceuticals, Inc. (the "Company") entered
into an Agreement of Lease (the "Lease") with United States Fire Insurance
Company as landlord and the Company as tenant for space at 305 Madison Avenue,
Morristown, NJ 07960, totaling 26,174 square feet (the "Premises"). The Company
intends to move its principal executive offices and global headquarters to the
Premises in connection with the upcoming expiration on March 31, 2022 of its
current lease at 10 Hudson Yards, New York, NY 10001.

The commencement date of the Lease is the later of (i) delivery of the Premises
and (ii) March 1, 2022. Under the terms of the Lease, the Company will receive
five months of rent abatement from the commencement date and will start paying
rent following the end of the abatement period (the "Rent Commencement Date").
The base rent for the first year of the Lease is $759,046.00 annualized, which
is payable in equal monthly installments on the first day of each month. Every
twelve months from the Rent Commencement Date, the base rent increases by 2.5%.
The end of the Lease term is the last day of the calendar month of the five-year
anniversary of the Rent Commencement Date (or the last day of the preceding
month, if the Rent Commencement Date is the first day of a calendar month). The
Company has one renewal option for an additional five-year term, based on market
rates prevailing at such time. The Company will provide a $379,523.00 security
deposit in the form of a letter of credit. The landlord will provide a
$392,610.00 tenant improvement allowance.

In addition, the Lease contains customary default provisions, including, without
limitation, those relating to payment default and bankruptcy events.

A copy of the Lease is attached hereto as Exhibit 10.1, and incorporated by
reference. The foregoing description is qualified in its entirety by reference
to the terms of the Lease.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



Exhibit    Description
 Number
  10.1       Agreement of Lease, dated February 7, 2022, between United States
           Fire Insurance Company as Landlord and Intercept Pharmaceuticals,
           Inc., as Tenant*
  104      Cover Page Interactive Data File (embedded as Inline XBRL document)

* Exhibits to the Agreement of Lease have been omitted per Item 601(b)(10)(iv)
of Regulation S-K, and the instructions to Form 8-K.