Intercept Pharmaceuticals
Annual Report 2016

Plain-text annual report

INTERCEPT PHARMACEUTICALS INC FORM 10-K (Annual Report) Filed 03/01/17 for the Period Ending 12/31/16 Address Telephone CIK Symbol SIC Code Industry 450 W. 15TH STREET SUITE 505 NEW YORK, NY 10011 646-747-1000 0001270073 ICPT 2834 - Pharmaceutical Preparations Biotechnology & Medical Research Sector Healthcare Fiscal Year 12/31 http://www.edgar-online.com © Copyright 2017, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.  UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One)x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2016OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to Commission file number: 001-35668 Intercept Pharmaceuticals, Inc.(Exact Name of Registrant as Specified in its Charter) Delaware 22-3868459(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) 450 West 15 th Street, Suite 505 New York, NY 10011(Address of Principal Executive Offices) (Zip Code)(646) 747-1000(Registrant’s Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registeredCommon Stock, $0.001 par value NASDAQ Global Select MarketSecurities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes x NooIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the ExchangeAct.Yes o No xIndicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes x No oIndicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, everyInteractive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (orfor such shorter period that the registrant was required to submit and post such files).Yes x No oIndicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and willnot be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in PartIII of this Form 10-K or any amendment to this Form 10-K. oIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smallerreporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2of the Exchange Act. (Check one): Large accelerated filer x Accelerated filer o Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company oIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes o No xThe aggregate market value of the registrant’s voting and non-voting common stock held by non-affiliates of the registrant(without admitting that any person whose shares are not included in such calculation is an affiliate) computed by reference to the priceat which the common stock was last sold on June 30, 2016 was approximately $3,520,761,550. As of January 31, 2017 there were24,831,471 shares of common stock, $0.001 par value per share, outstanding.DOCUMENTS INCORPORATED BY REFERENCEThe registrant intends to file a definitive proxy statement pursuant to Regulation 14A in connection with its 2017 Annual Meetingof Stockholders. Portions of such proxy statement are incorporated by reference into Part III of this Annual Report on Form 10-K.  TABLE OF CONTENTSTABLE OF CONTENTS PagePart I. Item 1.Business 1 Item 1A.Risk Factors 33 Item 1B.Unresolved Staff Comments 74 Item 2.Properties 74 Item 3.Legal Proceedings 74 Item 4.Mine Safety Disclosures 74 Part II. Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities 75 Item 6.Selected Financial Data 77 Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations 78 Item 7A.Quantitative and Qualitative Disclosures About Market Risk 92 Item 8.Financial Statements and Supplementary Data 92 Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 92 Item 9A.Controls and Procedures 92 Item 9B.Other Information 93 Part III. Item 10.Directors, Executive Officers and Corporate Governance 94 Item 11.Executive Compensation 94 Item 12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters 94 Item 13.Certain Relationships and Related Transactions, and Director Independence 94 Item 14.Principal Accounting Fees and Services 94 Part IV. Item 15.Exhibits and Financial Statement Schedules 94 Item 16.Form 10-K Summary 94 Signatures 95 i  TABLE OF CONTENTSForward-Looking StatementsThis Annual Report on Form 10-K contains forward-looking statements that involve substantial risks and uncertainties. Allstatements other than statements of historical facts contained in this Annual Report on Form 10-K, including statements regarding ourstrategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management andexpected market growth, are forward-looking statements. These statements involve known and unknown risks, uncertainties and otherimportant factors that may cause our actual results, performance or achievements to be materially different from any future results,performance or achievements expressed or implied by the forward-looking statements.The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,”“would,” “could,” “should,” “continue,” and similar expressions are intended to identify forward-looking statements, although not allforward-looking statements contain these identifying words. These forward-looking statements include, among other things,statements about:•our ability to successfully commercialize Ocaliva® (obeticholic acid, or OCA) in primary biliary cholangitis, or PBC, and ourability to maintain our regulatory approval of Ocaliva in PBC in the United States, Europe and other jurisdictions in which wemay receive marketing authorization;•the initiation, cost, timing, progress and results of our development activities, preclinical studies and clinical trials;•the timing of and our ability to obtain regulatory approval of OCA in indications other than PBC and regulatory approval ofany other product candidates we may develop such as INT-767;•conditions that may be imposed by regulatory authorities on our marketing approvals for our products and product candidates,such as the need for clinical outcomes data (and not just results based on achievement of a surrogate endpoint), and any relatedrestrictions, limitations and/or warnings in the label of any products or product candidates;•our plans to research, develop and commercialize our products and product candidates;•our ability to obtain and maintain intellectual property protection for our products and product candidates;•our ability to successfully commercialize our products and product candidates;•the size and growth of the markets for our products and product candidates and our ability to serve those markets;•the rate and degree of market acceptance of any products, which may be affected by the reimbursement received from payors;•the success of competing drugs that are or become available;•regulatory developments in the United States and other countries;•the performance of our third-party suppliers and manufacturers;•our collaborators’ election to pursue research, development and commercialization activities;•our ability to attract collaborators with development, regulatory and commercialization expertise;•our need for and ability to obtain additional financing;•our estimates regarding expenses, revenues and capital requirements and the accuracy thereof;•our use of cash and short term investments; and•our ability to attract and retain key scientific or management personnel.These forward-looking statements are only predictions and we may not actually achieve the plans, intentions or expectationsdisclosed in our forward-looking statements, so you should not place undue reliance on our forward-looking statements. Actual resultsor events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. Wehave based these forward-lookingii  TABLE OF CONTENTSstatements largely on our current expectations and projections about future events and trends that we believe may affect our business,financial condition and operating results. We have included important factors in the cautionary statements included in this AnnualReport on Form 10-K, particularly in Item 1.A. Risk Factors, that could cause actual future results or events to differ materially fromthe forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any futureacquisitions, mergers, dispositions, joint ventures or investments we may make.You should read this Annual Report on Form 10-K and the documents that we have filed as exhibits to this Annual Report onForm 10-K with the understanding that our actual future results may be materially different from what we expect. We do not assumeany obligation to update any forward-looking statements whether as a result of new information, future events or otherwise, except asrequired by applicable law.Non-GAAP Financial MeasuresThis Annual Report on Form 10-K presents projected adjusted operating expense, which is a financial measure not calculated inaccordance with U.S. generally accepted accounting principles, or GAAP, and should be considered in addition to, but not as asubstitute for, operating expense that we prepare and announce in accordance with GAAP. We exclude certain items from adjustedoperating expense, such as stock-based compensation and other non-cash items, that management does not believe affect our basicoperations and that do not meet the GAAP definition of unusual or non-recurring items. For the year ended December 31, 2016,adjusted operating expense also excludes a one-time $45 million net expense for the settlement of a purported class action lawsuit.Other than the net class action lawsuit settlement amount, which is a one-time expense, we anticipate that stock-based compensationexpense will represent the most significant non-cash item that is excluded in adjusted operating expenses as compared to operatingexpenses under GAAP. A reconciliation of projected non-GAAP adjusted operating expense to operating expense calculated inaccordance with GAAP is not available on a forward-looking basis without unreasonable effort due to an inability to make accurateprojections and estimates related to certain information needed to calculate, for example, future stock-based compensation expense.Management also uses adjusted operating expense to establish budgets and operational goals and to manage our company’s business.Other companies may define this measure in different ways. We believe this presentation provides investors and management withsupplemental information relating to operating performance and trends that facilitate comparisons between periods and with respect toprojected information.Note Regarding TrademarksThe Intercept Pharmaceuticals® name and logo and the Ocaliva® name and logo are either registered or unregistered trademarksor trade names of Intercept Pharmaceuticals, Inc. in the United States and/or other countries. All other trademarks, service marks orother tradenames appearing in this Annual Report on Form 10-K are the property of their respective owners.iii  TABLE OF CONTENTSPart IAll brand names or trademarks appearing in this Annual Report on Form 10-K are the property of their respective holders. Unlessthe context requires otherwise, references in this Annual Report on Form 10-K to “Intercept,” the “Company,” “we,” “us,” and“our” refer to Intercept Pharmaceuticals, Inc. and its consolidated subsidiaries.Item 1.BusinessOverviewWe are a biopharmaceutical company focused on the development and commercialization of novel therapeutics to treat non-viral,progressive liver diseases with high unmet medical need utilizing our proprietary bile acid chemistry. Our marketed product andclinical product candidates have the potential to treat orphan and more prevalent liver diseases for which, currently, there are limitedtherapeutic solutions.Our lead product candidate, obeticholic acid, or OCA, is a bile acid analog, a chemical substance that has a structure based on anaturally occurring human bile acid, that selectively binds to and activates the farnesoid X receptor, or FXR. We believe OCA hasbroad liver-protective properties and may effectively counter a variety of chronic insults to the liver that cause fibrosis, or scarring,which can eventually lead to cirrhosis, liver transplant and death.OCA was approved in the United States in May 2016 for use in patients with primary biliary cholangitis, or PBC, under the brandname Ocaliva®. We commenced sales and marketing of Ocaliva in the United States shortly after receiving such marketing approval,and Ocaliva is now available to patients primarily through a network of specialty pharmacy distributors. In December 2016, theEuropean Commission granted conditional approval for Ocaliva for the treatment of PBC and we commenced our Europeancommercial launch in January 2017. We have also filed for regulatory approval for OCA in PBC in Canada and plan to file formarketing authorization in other target markets.OCA is also being developed to treat a variety of other non-viral progressive liver diseases such as nonalcoholic steatohepatitis, orNASH, primary sclerosing cholangitis, or PSC, and biliary atresia. We are currently evaluating our future development strategy forOCA in other indications, for our product candidate INT-767 and for our pre-clinical candidates.OCA has been tested in five placebo-controlled clinical trials, including a Phase 3 clinical trial in patients with PBC and two Phase2 clinical trials in patients with NASH or a precursor disease to NASH known as nonalcoholic fatty liver disease, or NAFLD. OCAmet the primary efficacy endpoint in each of these trials with statistical significance. In addition, in October 2015, we announcedresults from a Phase 2 dose ranging trial of OCA in 200 patients with NASH in Japan conducted by our collaborator, SumitomoDainippon Pharma Co., Ltd., or Sumitomo Dainippon. The results of this trial were mixed. Sumitomo Dainippon has informed us thatit is exploring the initiation of its registrational trials for OCA in NASH patients intended to support the registration of this indicationin Japan.OCA has received orphan drug designation in the United States and the European Union for the treatment of PBC and PSC andbreakthrough therapy designation from the U.S. Food and Drug Administration, or FDA, for the treatment of NASH patients with liverfibrosis.OCA achieved the primary endpoint in a Phase 2b clinical trial for the treatment of NASH, known as the FLINT trial, which wassponsored by the U.S. National Institute of Diabetes and Digestive and Kidney Diseases, or NIDDK, a part of the National Institutes ofHealth. The FLINT trial was completed in late July 2014. We have an ongoing Phase 3 clinical trial in non-cirrhotic NASH patientswith liver fibrosis, known as the REGENERATE trial. REGENERATE includes a pre-planned histology-based interim analysis after72 weeks of treatment. We are targeting completion of enrollment of the cohort of patients needed for this analysis by mid-2017, withresults from the interim analysis anticipated in 2019. We also have an ongoing Phase 2 clinical trial, known as the CONTROL trial, tocharacterize the lipid metabolic effects of OCA and cholesterol management effects of concomitant statin administration in NASHpatients. We completed enrollment of the targeted number of patients for our CONTROL trial in October 2016 and expect top-line1  TABLE OF CONTENTSresults in 2017. We continue to work towards expanding our overall NASH development program with additional trials and studies,including a Phase 3 trial in NASH patients with cirrhosis, which we expect to initiate in 2017.In addition to PBC and NASH, we continue to invest in research of OCA for additional patient populations with other liverdiseases. In September 2016, we completed enrollment of the targeted number of patients in our Phase 2 AESOP trial in PSC toevaluate the effects of 24 weeks of treatment with varying doses of OCA compared to placebo. We expect top-line results from theAESOP trial in 2017. In October 2015, we initiated a Phase 2 clinical trial, known as the CARE trial, of OCA in pediatric patients withbiliary atresia. This trial will evaluate the effects of 11 weeks of OCA treatment where patients with biliary atresia are randomized tovarying doses of OCA or a control group receiving only their current treatment. As part of our development program, we completed aPhase 1 clinical trial of our second product candidate to enter clinical development, called INT-767, a dual FXR and TGR5 agonist, inhealthy volunteers. Following analysis of the results, we plan to evaluate next steps for a Phase 2 trial of INT-767 in NASH patientswith liver fibrosis in 2017.The following chart shows the current stage of development of OCA in different patient populations and the programs for certainof our other product candidates.Pipeline Focused on Liver Diseases with Limited/No Approved TherapiesOur current plan is to commercialize OCA ourselves in the United States and Europe and other target markets such as Canada forthe treatment of PBC, NASH and other indications primarily by targeting physicians who specialize in the treatment of liver andintestinal diseases, including both hepatologists and gastroenterologists. We own worldwide rights to OCA except for Japan, Chinaand Korea, where we have exclusively licensed OCA to Sumitomo Dainippon along with an option to exclusively license OCA incertain other Asian countries. We own or have rights to various trademarks, copyrights and trade names used in our business,including Ocaliva.By virtue of our patent portfolio and the proprietary know-how of our employees and our collaborators at the University ofPerugia, we believe that we hold a leading position in the fields of bile acid chemistry and therapeutics. Starting with OCA and itsunderlying patents, which were assigned to us under our agreements with Professor Roberto Pellicciari, Ph.D., one of our co-founders,other researchers and the University of Perugia, our collaboration has resulted in a pipeline of bile acid analogs in addition to OCA,such as INT-767 and INT-777. Through our collaboration with Professor Pellicciari and TES Pharma Srl, we are continuing our2  TABLE OF CONTENTSresearch to rationally design compounds that bind selectively and potently to FXR and other bile acid receptors. Our current patentsfor OCA are scheduled to expire at various times through 2033.Our StrategyOur strategy is to develop and commercialize novel therapeutics for patients with progressive non-viral liver diseases, beginningwith OCA for the treatment of PBC, NASH and other follow-on indications that we believe are underserved by existing marketedtherapies. The key elements of our strategy are to:•commercialize OCA in the United States, Europe and other countries, initially for the treatment of PBC;•continue to develop OCA for the treatment of NASH and seek regulatory approval of OCA in this indication;•continue to develop OCA in other orphan and more prevalent liver diseases; and•advance the development of earlier-stage product candidates in our pipeline.In order to achieve our strategic objectives, we have, and will remain, focused on hiring and retaining a highly skilled managementteam and employee base with extensive experience and specific skill sets relating to the selection, development and commercializationof therapies for liver diseases with high unmet medical need.Overview of Liver Function, Bile Acids and Chronic Liver DiseasesThe liver performs many functions that are crucial for survival, including the regulation of bile acid metabolism. Bile acids arenatural detergent-like emulsifying agents that are released from the gallbladder into the intestine when food is ingested, and areessential for the absorption of dietary cholesterol and other nutrients. Cholesterol bound by bile acids is taken up by the liver, wherethe cholesterol is then converted into one of two primary bile acids. The bile acids are then actively secreted into bile ducts, whicheventually empty into the gallbladder. This digestive cycle of bile flow from gallbladder to intestine to liver and back is called theenterohepatic recirculation of bile.In addition to facilitating nutrient absorption, bile acids have a much broader role than previously realized in regulating multiplebiological functions. They are also complex signaling molecules that integrate metabolic and immune pathways involved in thehealthy functioning of various tissues and organs. For example, the actions of bile acids in the liver, intestine and kidney regulaterepair mechanisms that modulate inflammation and fibrosis, or scarring, which can lead to progressive organ damage.The biological effects of bile acids are mediated through dedicated receptors. The best understood is the farnesoid X receptor, anuclear receptor that regulates bile acid synthesis and clearance from the liver, thereby preventing excessive bile acid build-up in theliver, which may be toxic. As a result, FXR is a target for the treatment of liver diseases such as PBC and PSC that involve impairedbile flow, a condition called cholestasis, in which the liver is exposed to higher than normal levels of bile acids, causing significantdamage over time due to the detergent effects of bile acids. In addition, bile acid activation of FXR induces anti-fibrotic, anti-inflammatory, anti-steatotic and other mechanisms that are necessary for the normal regeneration of the liver and may play a role inthe treatment of more prevalent liver diseases such as NASH and alcoholic hepatitis. Based on the discovery of similar FXR-mediatedprotective mechanisms in other organs exposed to bile acids, we believe that FXR may also be a potential target for the treatment of anumber of intestinal, kidney and other diseases.Ocaliva for PBCOCA was approved in the United States in May 2016 under the accelerated approval pathway for use in patients with PBC underthe brand name Ocaliva. We commenced sales and marketing of Ocaliva in the United States shortly after receiving such marketingapproval, and Ocaliva is now available to patients primarily through a network of specialty pharmacy distributors. In December 2016,the European Commission granted conditional approval for Ocaliva for the treatment of PBC and we commenced our Europeancommercial launch in certain markets in January 2017. We have submitted or are in the process of submitting dossiers to a number ofreimbursement authorities in the European Union.3  TABLE OF CONTENTSWe are commercializing Ocaliva in the United States and Europe using our internal commercial organization. We believe that ourcommercial organization is equipped to address more than 4,000 physicians, covering 70% to 80% of patients with PBC in the UnitedStates, and 7,000 physicians in Europe. We are marketing to this target audience with our dedicated sales team. We have built and planto continue to expand an internal commercial infrastructure in Europe, Canada and Australia and will likely seek to commercializeOCA through distribution or other collaboration arrangements outside of the United States, Europe, Canada and Australia, subject toobtaining necessary marketing approvals. We also have a team of field-based medical science liaisons, who play an important role inproviding medical information about Ocaliva to clinicians and other health care professionals.The approval of Ocaliva in the United States and Europe was supported by the results of the pivotal Phase 3 POISE trial, whichwas completed in March 2014. The POISE data showed that Ocaliva, at both a 10 mg dose and a 5 mg dose titrated to 10 mg, met thetrial’s primary endpoint of achieving a reduction in serum alkaline phosphatase, or ALP, to below a threshold of 1.67 times the upperlimit of normal, or ULN, with a minimum of 15% reduction in ALP level from baseline, and a normal bilirubin level after 12 monthsof therapy. The percentage of patients meeting the POISE trial primary endpoint was 10% in the placebo group, 47% in the 10 mgOCA group and 46% in the OCA titration group (both dose groups p < 0.0001 as compared to placebo) in an intention-to-treatanalysis. The placebo group experienced a mean decrease in ALP from baseline of 5%, compared to a significant mean decrease of39% in the 10 mg OCA dose group and 33% in the OCA titration group (both dose groups p < 0.0001 as compared to placebo).Pruritus, generally mild to moderate, was the most frequently reported adverse event associated with OCA treatment.We are currently conducting a Phase 4 confirmatory outcomes trial of Ocaliva in PBC, known as the COBALT trial, to supportpost-marketing regulatory requirements. Full approval for Ocaliva in PBC may be contingent upon verification and description ofclinical benefit in confirmatory trials.Primary Biliary Cholangitis (PBC)PBC is a rare liver disease that primarily results from autoimmune destruction of the bile ducts that transport bile acids out of theliver, resulting in cholestasis. As the disease progresses, persistent toxic build-up of bile acids causes progressive liver damage markedby chronic inflammation and fibrosis. In response to the bile acid mediated toxicity seen in PBC, liver cells release ALP, a liverenzyme that is a key biomarker of the disease pathology. Elevated blood levels of ALP are used as the primary means of diagnosis ofPBC and are closely monitored in patients as the most important indicator of treatment response and prognosis.While PBC is rare, it is the most common cholestatic liver disease. An estimated 90% of patients are women, with approximatelyone in 1,000 women over the age of 40 afflicted by the disease. The mean age of diagnosis is about 40 years and the typical initialpresentation occurs between the ages of 30 and 65 years. In the United States, the disease is currently the second leading indication forliver transplant among women. A majority of PBC patients are asymptomatic at the time of initial diagnosis, but most developsymptoms over time. Fatigue and pruritus, or itching, are the most common symptoms in PBC patients. Less common symptomsinclude dry eyes and mouth, as well as jaundice, which can be seen in more advanced disease. Based on the guidelines of theAmerican Association for the Study of Liver Disease, or AASLD, and the European Association for the Study of the Liver, or EASL,the clinical diagnosis of PBC is established based on the presence of (i) a positive anti-mitochondrial antibody, or AMA, a marker ofthis autoimmune disease seen in up to 95% of PBC patients, and (ii) elevated serum levels of ALP. In the earlier stages of PBC, ALPis often the only abnormally elevated liver enzyme, rising to between two to ten times higher than normal values. Bilirubin is a markerof liver function and is also monitored in PBC to provide an indication of how well the liver is functioning. Liver biopsy can be usedto confirm the diagnosis of PBC, but is not required and is becoming less-frequently performed.For the year ended December 31, 2016, all of our $18.2 million of net product sales for Ocaliva in PBC were generated in theUnited States. Financial information related to our significant customers is set forth in Note 3, “Concentration of Credit Risk” and“Accounts Receivable” to our consolidated financial statements included in this Annual Report on Form 10-K. Other financialinformation such as our total assets, net loss and operating expenses can be found in our consolidated financial statements included inthis Annual Report on Form 10-K.4  TABLE OF CONTENTSA number of published clinical studies have demonstrated that lower levels of ALP, both independently or in conjunction withnormal bilirubin levels, correlate with a significant reduction in adverse clinical outcomes such as liver transplant and/or death in PBCpatients. These studies include the result of meta-analyses of PBC clinical outcomes data of more than 6,000 PBC patients from 15academic centers in eight countries that have been compiled by the Global PBC Study Group, which we sponsored, as well as a datasetof over 6,000 PBC patients across the United Kingdom compiled by the UK PBC Group. These represent the largest PBC clinicaldatasets assembled to analyze the correlation of biochemical therapeutic response with clinical outcomes in PBC patients.Disease progression in PBC varies significantly, with median survival in untreated patients of 7.5 years if symptomatic atdiagnosis and up to 16 years if asymptomatic at diagnosis. PBC patients whose disease is progressing have persistently elevated levelsof ALP and other liver enzymes, with abnormal bilirubin levels heralding more advanced disease. Data from published long-termstudies demonstrate that a significant portion of such patients with advancing disease progress to liver failure, transplant or deathwithin five to ten years, despite receiving ursodiol, the standard of care therapy.Our PBC OpportunityPrior to Ocaliva, the only approved drug for the treatment of PBC was ursodeoxycholic acid, available generically as ursodiol,which is the standard initial course of therapy for all PBC patients. Ursodiol is a naturally occurring bile acid found in small quantitiesin humans and it is the least detergent of the various types of bile acids that make up the bile pool. In PBC patients, the typical dailydose of ursodiol of approximately one gram represents more than one-fifth of the entire bile pool and, after ongoing therapy, it willcomprise at least half of the entire bile pool. It is believed that ursodiol treatment results in the bile pool being less toxic to the liverdue to ursodiol’s dilution of other more detergent bile acids.In patients for whom ursodiol is effective, the treatment slows the progression of PBC, reducing the likelihood of liver failure andthe need for transplant. As shown in numerous clinical trials of ursodiol treatment, a positive therapeutic response is primarilydetermined by sustained reduction of ALP levels, along with maintenance of normal bilirubin levels, indicating adequatelycompensated liver function. This biochemical improvement has been shown to correlate well with improved clinical outcomes such astransplant-free survival.According to our analysis of industry data, there are approximately 290,000 people with PBC in our target markets, consisting ofthe United States, certain European countries, Canada, Australia and New Zealand. Based on our analysis of this data, we believeapproximately 119,000 patients in our target markets have been diagnosed and are under the care of a physician for PBC. We currentlyare focusing our commercial efforts on the estimated 37,000 diagnosed PBC patients who have elevated ALP levels of at least 1.67times ULN, despite receiving treatment with ursodiol. Of those PBC patients, approximately 15,000 are estimated to be in the UnitedStates and 22,000 in our target countries outside of the United States. In addition, we believe another 8,000 patients in our targetcountries, including approximately 4,000 patients in the United States, are intolerant to ursodiol or have discontinued ursodioltreatment due to lack of efficacy. Finally, we believe there are approximately an additional 35,000 patients in our target countries,including approximately 15,000 in the United States, who have an elevated ALP greater than ULN but less than 1.67 times ULN whomay be treated with Ocaliva.Our estimates of the potential market opportunity for OCA for the treatment of PBC include a number of key assumptions relatedto prevalence rates, patients’ access to healthcare, diagnosis rates and patients’ response to or tolerance of OCA, which are based onavailable literature and epidemiology research in PBC, our industry knowledge gained through market research and other methods,industry publications, third-party research reports and other surveys.Ongoing Confirmatory Clinical Outcomes Trial and Other Post Marketing RequirementsAs part of accelerated approval in the United States and conditional approval in the European Union, we are currently conducting aPhase 4 confirmatory outcomes trial of Ocaliva, known as the COBALT trial, to support post-marketing regulatory requirements. Thegoal of the trial is to confirm that reduction of ALP with OCA treatment is associated with a longer term benefit on liver-relatedclinical outcomes. This trial is currently enrolling patients and is expected to be completed on a post-marketing basis.5  TABLE OF CONTENTSCOBALT is designed to assess the effect of a once-daily dose of 5 mg or 10 mg of OCA in approximately 430 PBC patients withan inadequate therapeutic response to ursodiol or who are unable to tolerate ursodiol. In this trial, eligible patients with PBC continuetheir ursodiol treatment, except for those patients unable to tolerate ursodiol, and are being randomized into one of two arms ofapproximately 175 patients each. Patients receive, in addition to ursodiol, either placebo or 5 mg of OCA increasing over the course ofthe trial to 10 mg of OCA based on tolerability. The primary endpoint of the trial is based on clinical outcomes as measured by time tofirst occurrence of any of the following adjudicated events: death (all-cause), liver transplant, Model of End stage Liver Disease, orMELD, score greater than 15, hospitalization due to variceal bleeding, encephalopathy or spontaneous bacterial peritonitis,uncontrolled ascites or hepatocellular carcinoma.We are currently discussing modifications to the COBALT trial to potentially include a broader cross-section of PBC patients withearly, moderately advanced and advanced disease according to the so-called Rotterdam criteria. We have agreed to evaluate the safetyand efficacy of Ocaliva in patients with moderate to severe hepatic impairment and as monotherapy in patients with PBC. Finally, wehave also agreed to develop and characterize a lower dose formulation of Ocaliva to allow for once daily dosing in patients withmoderate or advanced hepatic impairment.Nonalcoholic Steatohepatitis (NASH)NASH is a common and serious chronic liver disease caused by excessive fat accumulation in the liver, or steatosis, that inducesinflammation and may lead to progressive fibrosis and cirrhosis, followed by eventual liver failure and death. In NASH patients, forreasons that are as yet not completely understood, steatosis and other factors such as insulin resistance induce chronic inflammation inthe liver and may lead to progressive fibrosis and cirrhosis, followed by eventual liver failure and death.Although difficult to precisely estimate, current epidemiology research estimates that 5% of the total U.S. population and roughly4% of the total population in France, Germany, Italy, Spain and the United Kingdom, or the EU5 countries, has NASH. More than30% of patients are believed to have fibrosis of stage 2 or greater. We believe that similar prevalence will be found in other Europeancountries, Japan and other developed countries. Additionally, NASH has become a highly prevalent liver disease in developingcountries such as India and China. Although the prevalence of NASH is lower in children, it has also become a serious disease burdenin the pediatric population. There are currently no drugs approved for the treatment of NASH.Other common co-existing conditions such as obesity and type 2 diabetes, which are present in a majority of NASH patients, areimportant risk factors. NASH has been linked in both developed and developing countries to the adoption of a Western diet, withincreased consumption of processed foods containing polyunsaturated fatty acids and fructose. More than 20% of NASH patientsprogress to cirrhosis within a decade of diagnosis. Owing to the rapidly increasing prevalence of the disease, NASH has become thesecond most common reason for liver transplant in the United States and is projected to become the leading indication for transplant inthe next few years, overtaking both chronic hepatitis C infection and alcoholic liver disease. NASH patients have a ten-fold greaterrisk of liver-related mortality as compared to the general population. Additionally, NASH is now considered to be the leading, and arapidly increasing, cause of hepatocellular carcinoma, or primary liver cancer, of which up to 40% of cases in NASH patients developprior to developing cirrhosis.Currently, a definitive diagnosis of NASH is based on a histologic assessment of a liver biopsy for several key features associatedwith NASH, including, but not limited to, steatosis, lobular inflammation and hepatocyte ballooning. However, non-invasive methodsof diagnosis are being explored, including transient elastography (an ultrasound technology approved in Europe and more recently inthe United States for the measurement of liver fibrosis), magnetic resonance imaging and serum biomarkers. NASH diagnosis rates inthe United States and the EU5 countries are very low, driven by a lack of approved treatment options and a lack of non-invasivediagnosis options. We believe the availability of novel therapeutics and non-invasive technologies will be critical to increase diagnosisrates.6  TABLE OF CONTENTSCurrently Available Treatment Options for NASHThere are currently no drugs approved for the treatment of NASH. However, various therapeutics are used off-label, such asvitamin E (an antioxidant), insulin sensitizers (e.g., metformin), antihyperlipidemic agents (e.g., gemfibrozil), pentoxifylline andursodiol. Lifestyle changes, including modification of diet and exercise to reduce body weight, as well as treatment of concomitantdiabetes and dyslipidemia, are commonly accepted as the standard of care, but have not conclusively been shown to prevent diseaseprogression.NASH Unmet Medical NeedAlthough some of the off-label treatments described above have been studied as possible treatments for NASH, none has beenapproved by the FDA or European Medicines Agency, or EMA, as a treatment for this disease. Currently, the outlook and treatmentoptions for end-stage NASH patients are limited. Although liver transplant can be curative, many patients fail to receive a donor organin time, and for those who do, there are very significant clinical risks, such as infection and organ rejection, as well as significantcosts. In addition, the post-transplant recurrence rate of NASH has been shown to be as high as 25% at 18 months. Given the lack ofavailable treatment options, we believe that there is a significant unmet need for a novel therapy for NASH, particularly in thosepatients with advanced fibrosis and cirrhosis and those with a high risk of disease progression due to other co-morbidities such as type2 diabetes.Our Solution: OCA for NASHOCA’s Potential Benefits in NASHFXR activation has been shown to play a key role in the regulation of the metabolic pathways relevant to NASH, highlighting FXRas a potential drug target for treatment of the disease. Given the significant unmet medical need of patients with NASH, we believethat the potent ability of OCA to activate FXR could result in a major clinical benefit through potential amelioration or reversal ofliver fibrosis, inflammation, steatosis, and insulin resistance. We believe that OCA has the potential to provide the following benefitsin the treatment of NASH:•Pharmacological Activity. In addition to achieving the primary endpoint in the Phase 2b FLINT trial in NASH patients, asignificantly greater number of OCA-treated patients achieved an improvement of at least one fibrosis stage (35% vs 19%, p =0.004), with OCA showing greater response rates as compared to placebo across all stages of fibrosis. In animal models,sustained FXR activation with OCA treatment has resulted in the reversal of liver fibrosis, the reversal of portal hypertension,the prevention of atherosclerosis, and improvements in triglycerides, inflammation, steatosis and insulin sensitivity. Mice thatlack functional FXR (so-called knockout mice) spontaneously develop NASH accompanied by hypertriglyceridemia andinsulin resistance, and go on to develop hepatocellular carcinoma, or primary liver cancer. We believe that the combinedmechanisms of FXR activation, coupled with the occurrence of NASH in animals lacking FXR, support the potential disease-modifying therapeutic potential of OCA in directly addressing the underlying disease pathology in NASH.•Ease of Use. We anticipate seeking approval of OCA for the treatment of NASH at a single daily dose.Phase 2 NASH Program for OCAPhase 2 Trial: OCA as Therapy in Type 2 Diabetic Patients with NAFLDWe previously completed a double-blind, placebo-controlled Phase 2 clinical trial of OCA in 64 type 2 diabetic patients withNAFLD. In this trial, OCA therapy significantly improved insulin sensitivity both in the liver and peripheral tissues, thereby meetingthe primary endpoint in the trial with a mean improvement in liver insulin sensitization from baseline of approximately 24.5% in thecombined OCA dose groups, as compared to a worsening of approximately 5.5% in the placebo group (p = 0.011). Insulin resistance,particularly in the liver, is considered to be an important contributor to NASH disease pathology. In this trial, significantimprovements in weight loss were also noted in patients receiving OCA therapy, along with improvements in liver enzymes such asGGT and AST.7  TABLE OF CONTENTSOCA was generally well-tolerated by the trial patients, with side effects in the treatment groups not meaningfully different thanthose reported on placebo (apart from mild constipation in the 50 mg group). Consistent with anticipated FXR-related lipid metaboliceffects starting with the clearance of excess lipid load from the liver, there were changes in mean serum lipid profiles observed in theOCA treatment groups compared with the placebo group that included decreased concentrations of triglycerides, increasedconcentrations of LDL-C and slightly decreased concentrations of HDL-C from baseline. In our publication of the results, we observedthat once-daily treatment for six weeks at the 25 mg OCA dose, which we subsequently selected to advance in our NASH developmentprogram, led to an approximately 12% decrease in mean triglycerides to 170 mg/dL from a baseline mean level of 193 mg/dL, anapproximately 22% increase in mean LDL cholesterol to 120 mg/dL from a baseline mean level of 98 mg/dL, and an approximately5% decrease in mean HDL cholesterol to 35 mg/dL from a baseline mean level of 37 mg/dL.Phase 2b FLINT Trial for NASHOCA achieved the primary endpoint in the Phase 2b trial for the treatment of NASH, known as the FLINT trial, which wassponsored by the NIDDK, a part of the National Institutes of Health. A significantly greater number of OCA-treated patients alsoachieved an improvement of at least one fibrosis stage (35% vs 19%, p = 0.004), with OCA showing greater response rates ascompared to placebo across all stages of fibrosis. The results from the FLINT trial were published in the Lancet in November 2014.This trial was a double-blind, placebo-controlled trial of a once-daily dose of 25 mg of OCA or placebo given for 72 weeks in 283patients with biopsy-proven NASH.a. Primary EndpointThe percentage of patients meeting the FLINT primary histological endpoint, defined as a decrease in the NAFLD Activity Score,or NAS, of at least two points with no increase in the fibrosis score following 72 weeks of treatment, was 45% in the OCA treatmentgroup and 21% in the placebo group (p = 0.0002, n = 219). The mean pre-treatment baseline NAS for patients in the OCA treatmentgroup was 5.3 of a total possible score of eight (comprised of hepatocellular ballooning 0 – 2, lobular inflammation 0 – 3 and steatosis0 – 3). Subgroup analyses showed significant response rates in the OCA treatment group in patients with risk factors for diseaseprogression, including baseline fibrosis stage, co-morbid type 2 diabetes mellitus, ALT, insulin resistance and severe obesity (eachfactor p < 0.05 for OCA compared to placebo based on 95% confidence interval of published odds ratios). The graph below shows theresults of the primary endpoint in the FLINT trial and the improvements in NAS for various subgroups published in the Lancet .8  TABLE OF CONTENTSPrimary Endpoint: Improvement in NAS by ≥ Two Points with no Worsening of Fibrosis*p < 0.05, *** p < 0.001. P-values calculated with the Cochran-Mantel-Haenszel test, stratified by clinic and diabetes status.b. Secondary Efficacy Endpoint: Fibrosis ImprovementA significantly greater number of OCA-treated patients also achieved an improvement of at least one fibrosis stage (35% versus19%, p = 0.004). Based on our retrospective analyses of the FLINT data, more OCA-treated patients exhibited fibrosis improvement ofat least two fibrosis stages (15% versus 6%, not significant) and exhibited fibrosis improvements regardless of baseline fibrosis stageand a significantly greater number of OCA-treated patients also achieved complete resolution of fibrosis (17% versus 5%, p = 0.0018).Also, our retrospective analysis of the FLINT data showed that fewer OCA-treated patients progressed to bridging fibrosis (15%versus 18%, not significant) or to cirrhosis (2% versus 5%, not significant). The NASH clinical research network fibrosis stagingsystem was used to categorize the pattern of fibrosis and architectural remodeling of the liver: no fibrosis (F0), perisinusoidal orperiportal fibrosis (F1), perisinusoidal and periportal fibrosis (F2), bridging fibrosis (F3) and cirrhosis (F4). Fibrosis sub-stages 1a, 1band 1c were considered F1 for the analysis.c. Secondary Efficacy Endpoint: NASH ResolutionThe secondary endpoint of NASH resolution, based on a global histological assessment, also showed improvement, although notstatistically significant (22% versus 13%, p = 0.0832, not significant). A central reading of all baseline and end-of-trial biopsies wasperformed at the end of the trial, based on which only 80% of patients were confirmed to have definite NASH, while the remaining20% were diagnosed as borderline NASH (10%) or not-NASH (10%). A retrospective subgroup analysis on the completer populationcomprised only of definite NASH patients at baseline showed that a significantly greater number of OCA-treated patients achievedNASH resolution compared with placebo-treated patients (19% versus 8%; p = 0.0278).9  TABLE OF CONTENTSThe graph below shows these results from the FLINT trial for fibrosis improvement, fibrosis resolution, fibrosis progression andNASH resolution.FLINT Trial: Improvement in Histological Endpoints*p < 0.05, **p < 0.01. P-values calculated with the Cochran-Mantel-Haenszel test, stratified by clinic and diabetes status. NSindicates that the results are not significant.Retrospective analyses after the unblinding of results can potentially introduce bias and regulatory authorities typically givegreatest weight to results from pre-specified analyses as compared to retrospective analyses.d. Additional Secondary EndpointsMore OCA-treated patients experienced significant improvements in the major histological features of NASH, including steatosis(61% versus 38%, p = 0.001), lobular inflammation (53% versus 35%, p = 0.006) and hepatocellular ballooning (46% versus 31%, p =0.03), as compared to the placebo treatment group. Trends were similar between the two treatment groups for portal inflammation,which is not a component of the NAS and is typically mild in adult NASH patients.The histological improvements observed in OCA-treated patients versus placebo were accompanied by significant reductions inrelevant biochemical parameters, including the serum liver enzymes ALT (p < 0.0001), AST (p = 0.0001) and GGT (p < 0.0001), eachof which were above generally accepted normal limits at baseline, and total bilirubin (p = 0.002). A modest but statistically significantincrease in ALP (p < 0.0001) in the OCA treatment group was also observed, but levels remained within typical normal limits.OCA treatment was associated with serum lipid changes, including average increases in total cholesterol and LDL-C and anaverage decrease in HDL-C, that developed within 12 weeks of treatment initiation, then began reversing through the end of treatmentand returned to baseline during the 24-week post-treatment follow-up phase. Based on these observations, lipid management wasemphasized partway into the trial, using generally accepted guidelines. At 72 weeks as compared to baseline, the following effectswere observed in the OCA treatment group: an increase in mean total cholesterol (0.16 mmol/L or 6 mg/dL increase OCA versus 0.19mmol/L or 7mg/dL decrease placebo, p < 0.0009), an increase in mean LDL-C (0.22 mmol/L or 9 mg/dL increase OCA versus 0.22mmol/L or 8 mg/dL decrease placebo, p < 0.0001), a decrease in mean10  TABLE OF CONTENTSHDL-C (0.02 mmol/L or 1 mg/dL decrease OCA versus 0.03 mmol/L or 1 mg/dL increase placebo, p = 0.01) and a decrease intriglycerides (0.22 mmol/L or 20 mg/dL decrease OCA versus 0.08 mmol/L or 7 mg/dL decrease placebo, p = 0.88, not significant).A post-hoc analysis showed OCA-treated patients who initiated statins during the FLINT trial (n=26) experienced a rapid reversalof their observed mean LDL-C increase to below baseline levels, with a mean decrease after 72 weeks of treatment of -18.9 mg/dL. Incontrast, other OCA-treated patients with no reported initiation or change in statin therapy experienced an increase in LDL-C thatpeaked at week 12 and was sustained over the 72 week treatment period. Patients treated with statins at baseline who maintained statintreatment over the duration of the study (n=50) experienced a mean LDL-C increase of 8.7 mg/dL at 72 weeks. Patients not treatedwith statins during the study (n=65) experienced a mean LDL-C increase of 16.0 mg/dL. Treatment related LDL-C increases in allgroups reversed with treatment discontinuation. This analysis suggests that the OCA-associated LDL-C increase reaches a maximumpeak and plateaus soon after initiation of therapy and that concomitant statin use in NASH patients receiving OCA may mitigatetreatment-related LDL-C increases.In the FLINT trial, statistically significant weight loss of an average of 2.3 kilograms was observed in OCA patients compared tono weight loss in the placebo group (p = 0.008), and this weight loss reverted towards baseline during the 24-week follow-up phase. Apre-specified sensitivity analysis conducted by the investigators showed that weight loss was not a driver of the primary endpoint. Anincrease in a marker of hepatic insulin resistance known as HOMA-IR (calculated using the product of fasting plasma insulin andglucose) was observed at 72 weeks in the OCA treatment group (p = 0.01). However, there was an imbalance in baseline plasmainsulin levels (201 pmol/L OCA versus 138 pmol/L placebo), and an even larger relative and absolute increase in HOMA-IR wasobserved in the placebo group at the conclusion of the 24-week follow-up phase. This is potentially attributable to the inherentvariability in HOMA-IR measurements, particularly in patients with type 2 diabetes, that have been shown to make single time-pointto time-point changes of this magnitude clinically uninterpretable. There were virtually no changes in mean hemoglobin A1c, ameasure of average blood sugar control over a period of approximately three months, in either OCA or placebo groups at 72 weeks. Ina previous study of OCA in diabetic NAFLD patients, described in more detail above, employing the hyperinsulinemic-euglycemicinsulin clamp, the gold standard for detecting changes in insulin resistance, OCA improved the glucose disposal rate consistent withreduced insulin resistance.e. Safety and TolerabilityOCA was generally well tolerated in the FLINT trial. Adverse events were generally mild to moderate in severity and theincidence in the OCA and placebo treatment groups was similar for all symptoms except pruritus. Pruritus in the OCA treatment groupoccurred more frequently (23% versus 6%, p < 0.0001), at a higher grade (predominantly moderate pruritus) but resulted in only onepatient discontinuation. The incidence of severe or life threatening events was not different between the two treatment groups andmost of the events in both groups were deemed to be unrelated to treatment, including all severe or life threatening cardiovascularevents. As previously disclosed, two deaths occurred in the OCA treatment group, but neither was considered related to OCAtreatment.Phase 2 Sumitomo Dainippon Trial for NASHIn October 2015, we announced the results of a 72-week Phase 2 dose ranging trial of OCA in 200 adult patients with NASH inJapan. The trial was conducted by our collaborator, Sumitomo Dainippon. In this trial, 202 Japanese biopsy-proven NASH patients(NAFLD Activity Score, or NAS, of 5-8) were randomized into one of four arms to receive either a 10mg, 20mg or 40mg dose ofOCA, or placebo, and 200 of these patients — 50 per group — initiated treatment for a 72-week double-blind treatment phase,followed by a 24-week off treatment phase. The primary endpoint was histologic improvement defined as at least a two pointimprovement in NAS with no worsening of fibrosis.The primary efficacy analysis was conducted on an intention to treat, or ITT, basis, testing the dose dependent effects of once dailyOCA (10 mg, 20 mg and 40 mg) versus placebo on the primary endpoint. The ITT analysis included all randomized patients whoreceived treatment (50 per group), and patients who discontinued or did not have a repeat biopsy were treated as non-responders. Apre-specified completer11  TABLE OF CONTENTSanalysis was conducted on the patients who had biopsies at both baseline and 72 weeks (45, 44, 44 and 37 patients in the placebo, 10mg, 20 mg and 40 mg OCA groups, respectively).This trial did not meet its primary endpoint with statistical significance. The ITT results in the table below show a dose dependentincrease in the percentage of OCA treated patients compared to placebo who achieved the primary endpoint (p=0.053, not significant).The 40 mg OCA dose group achieved statistical significance on the primary endpoint compared to placebo (p=0.0496). Dose-dependent trends not reaching statistical significance were also observed for several other pre-specified histologic endpoints, includingthe percentage of patients with steatosis and inflammation improvement, ballooning resolution and NASH resolution. No differencewas seen in fibrosis improvement in the OCA groups compared to placebo. ITT Results Placebo N=50 10 mg N=50 20 mg N=50 40 mg N=50NAS improvement ≥ 2 points with noworsening of fibrosis 10 (20)% 11 (22)% p=0.8070** 14 (28)% p=0.3378** 19 (38)% p=0.0496** p=0.053**Primary efficacy analysis is a stratified Cochran-Armitage test with multiple contrast coefficients. Statistical significance is basedon a p-value < 0.05.**The secondary efficacy analysis is a CMH (Cochran-Mantel-Haenszel) test stratified by baseline fibrosis stage for Pairwisecomparison of each OCA group compared to the placebo group. The multiplicity was not adjusted.In the completer analysis, similar dose dependent effects were observed, with 51% of patients in the 40 mg dose group comparedto 22% in the placebo group meeting the primary endpoint (p=0.0061).With the exception of dose dependent pruritus, OCA appeared to be generally safe and well tolerated. The number of pruritusassociated discontinuations were 0, 0, 2 and 5 patients in the placebo, 10 mg, 20 mg and 40 mg OCA groups, respectively. Changes inlipid parameters, including LDL-C, HDL-C and triglycerides, appeared to be consistent with previously reported lipid changes inWestern NASH patients. No other meaningful differences in the rate of adverse events between the OCA and placebo groups werenoted.We have been informed by Sumitomo Dainippon that it is exploring the initiation of its registrational trials for OCA in NASHpatients intended to support the registration of this indication in Japan.REGENERATE: Phase 3 Trial in NASH with Liver FibrosisIn September 2015, we initiated the previously announced international Phase 3 trial of OCA in patients with non-cirrhotic NASHwith advanced liver fibrosis, known as the REGENERATE trial, which is currently enrolling patients. The REGENERATE trial wasdesigned following discussions with the FDA and EMA. The study population is expected to primarily be comprised of WesternNASH patients with histologic evidence of stage 2 or stage 3 liver fibrosis. In addition, the trial will include an exploratory cohort ofNASH patients with histologic evidence of early stage 1 liver fibrosis and concomitant diabetes, obesity or elevated ALT, who are atincreased risk of progression to cirrhosis. These patients with early stage 1 liver fibrosis will not be included in the primary endpointanalysis.REGENERATE is designed as a double-blind, placebo-controlled Phase 3 clinical trial and is expected to enroll approximately2,000 NASH patients at up to 350 qualified centers worldwide and assess the potential benefits of OCA treatment on liver-related andother clinical outcomes. Patients are being randomized into one of three groups receiving a once-daily dose of placebo, 10 mg OCA or25 mg OCA. The trial will include a pre-planned interim histology analysis after 72 weeks of treatment in patients with stage 2 or 3liver fibrosis. If successful, the interim analysis for REGENERATE is intended to serve as the basis for seeking initial U.S. andinternational marketing approvals of OCA for the treatment of NASH patients with liver fibrosis. The REGENERATE trial willremain blinded after the interim analysis and continue to follow patients until the occurrence of a pre-specified number of adverseliver-related clinical events, including progression to cirrhosis, to confirm clinical benefit on a post-marketing basis.12  TABLE OF CONTENTSIn February 2017, we announced modifications to the REGENERATE trial primary endpoint. Based on discussions with the FDA,the primary endpoint for the interim analysis for REGENERATE may be achieved based on one of: (i) the proportion of OCA-treatedpatients relative to placebo achieving at least one stage of liver fibrosis improvement with no worsening of NASH (defined as noincrease in hepatocellular ballooning or lobular inflammation) or (ii) the proportion of OCA-treated patients relative to placeboachieving NASH resolution with no worsening of liver fibrosis. Prior to this modification of the interim analysis, each of the twoendpoints was required to be achieved as a co-primary endpoint. Furthermore, we selected a definition for NASH resolution for thetrial, which defines a responder as a patient achieving a histologic score of 0 for ballooning and 0 or 1 for inflammation.In a retrospective analysis of data from the Phase 2 FLINT trial conducted in a REGENERATE-matched patient cohort,approximately 43% of OCA-treated patients as compared to approximately 21% of patients on placebo achieved at least a one stageimprovement in liver fibrosis without any worsening of NASH (p=0.0059). In a similar retrospective analysis on the FLINT data usingthe definition we selected for NASH resolution, approximately 20% of OCA-treated patients as compared to approximately 6% ofpatients on placebo achieved NASH resolution with no worsening of fibrosis (p=0.0289).As a result of these changes, we anticipate that the interim analysis cohort for REGENERATE will consist of approximately 750NASH patients with stage 2 or 3 fibrosis. We also anticipate completing the enrollment of the interim analysis cohort by mid-2017,with data from the interim analysis anticipated in 2019.Additional NASH Clinical ProgramsIn December 2015, we initiated a Phase 2 clinical trial, known as the CONTROL trial, to characterize the lipid metabolic effects ofOCA and cholesterol management effects of concomitant statin administration in NASH patients. CONTROL enrolled 80 NASHpatients who are naïve to statin therapy or have undergone a statin washout, and will include a 16-week double-blind phase followedby an optional two year long term safety extension phase. We expect to report data from CONTROL in 2017.We intend to initiate a Phase 3 program in NASH patients with cirrhosis in 2017. The objectives of this trial are to understand thesafety and tolerability of OCA in NASH patients with cirrhosis, and assess the ability of OCA to reverse fibrosis in this patientpopulation.NASH Regulatory PathwayIn January 2015, OCA received breakthrough therapy designation from the FDA for the treatment of NASH patients with liverfibrosis. The breakthrough therapy designation was created by the FDA to speed the availability of new therapies for serious or life-threatening conditions. Drugs qualifying for this designation must show credible evidence of a substantial improvement on a clinicallysignificant endpoint over available therapies, or over placebo if there is no available therapy. The breakthrough therapy designationconstitutes one of four expedited programs for serious conditions including accelerated approval, priority review and fast-trackdesignation, all of which can also be granted to the same drug if relevant criteria are met. The breakthrough therapy designationconfers several benefits, including intensive FDA guidance and discussion and eligibility for submission of a rolling NDA.We intend to seek initial U.S. and international marketing approvals of OCA for the treatment of NASH patients with liver fibrosisbased on the interim results for our Phase 3 REGENERATE trial.Primary Sclerosing Cholangitis (PSC)PSC is a rare, serious life-threatening, chronic cholestatic liver disease characterized by progressive destruction of bile ducts witheventual onset of cirrhosis and its complications.13  TABLE OF CONTENTSPSC is usually diagnosed by preliminary assessment of liver biochemistry, with or without reported symptoms, and confirmed bycholangiography, typically magnetic resonance cholangiopancreatography or endoscopic retrograde cholangiopancreatography, orERCP. ALP is elevated in most PSC patients, consistent with cholestasis, and ALT and GGT are also typically elevated, but not in allcases. Bilirubin is often normal in early-stage PSC but increases with progression of the disease. The mean age at diagnosis is 40years. Approximately 75% of PSC patients have overlapping inflammatory bowel disease, principally ulcerative colitis.Median survival for PSC patients has been previously estimated as 8 to 12 years from diagnosis in symptomatic patients,depending upon stage of the disease at the time of diagnosis. Complications involving the biliary tree are common and includecholangitis as well as ductal strictures and gallstones, both of which may require frequent endoscopic or surgical interventions. PSC isoften complicated by the development of malignancies, with cholangiocarcinoma being the most common.Despite evaluation of multiple treatments, liver transplant is currently the only treatment shown to improve clinical outcomes.Ursodiol is often used for the treatment of PSC due to improvements in liver biochemistry following initiation of therapy. Despitegeneral biochemical improvement, ursodiol has not been shown to improve transplant-free survival and, at high doses, has beenassociated with increased risk for serious complications. However, as there are no approved drugs for the treatment of PSC, somephysicians treat patients with ursodiol, typically at a dose of 13 to 15 mg/kg/day. PSC is the fourth leading indication for livertransplant. However, the post-transplant recurrence rate of PSC has been shown to be as high as 20%.Phase 2 AESOP Trial: OCA as Therapy in PSCIn September 2016, we completed enrollment in an international Phase 2 clinical trial, referred to as the AESOP trial, to evaluatethe effects of 24 weeks of treatment with varying doses of OCA compared to placebo in patients with PSC. The primary endpoint isthe reduction of serum ALP levels, as compared to placebo. In addition, OCA’s effect on other secondary liver function endpoints, aswell as symptoms of ulcerative colitis (a disease occurring in a majority of patients with PSC), will be assessed. Following thecompletion of the 24-week double-blind portion of the trial, patients will be given the option to enroll in an open-label long-termsafety and efficacy extension trial.Biliary AtresiaBiliary atresia is a life-threatening condition in infants in which the bile ducts inside or outside the liver do not have normalopenings. With biliary atresia, bile becomes trapped, builds up, and damages the liver. The damage leads to scarring, loss of livertissue, and cirrhosis. The two types of biliary atresia are fetal and perinatal. Fetal biliary atresia appears while the baby is in the womb.Perinatal biliary atresia is much more common and does not become evident until two to four weeks after birth. Some infants,particularly those with the fetal form, also have birth defects in the heart, spleen, or intestines. Biliary atresia is rare and only affectsabout one out of every 18,000 infants. The disease is more common in females, premature babies, and children of Asian or AfricanAmerican heritage. Biliary atresia is not an inherited disease and is most likely caused by an event in the womb or around the time ofbirth. No single test can definitively diagnose biliary atresia, resulting in the need for a series of tests. All infants who still havejaundice two to three weeks after birth, or who have gray or white stools after two weeks of birth, should be checked for liver damage.Once diagnosed, biliary atresia is treated with a liver transplant or, more frequently, a surgery called the Kasai procedure, in whichthe bile ducts are connected directly to the small intestine. After the Kasai procedure, some infants continue to have liver problemsand, even with the return of bile flow, some infants develop cirrhosis. Possible complications after the Kasai procedure include ascites,bacterial cholangitis, portal hypertension, and pruritus. Even after a successful Kasai surgery, most infants with biliary atresia slowlydevelop cirrhosis over the years and require a liver transplant by adulthood.Phase 2 CARE Trial: OCA as Therapy in Biliary AtresiaIn October 2015, we initiated a Phase 2 clinical trial of OCA, referred to as the CARE trial, in pediatric patients with biliaryatresia. The CARE trial will evaluate the effects of 11 weeks of OCA treatment where patients with biliary atresia are randomized tovarying doses of OCA or a control group receiving only their current treatment. The primary endpoint is to evaluate thepharmacokinetics and the safety and tolerability of14  TABLE OF CONTENTSOCA treatment. In addition, OCA’s effect on hepatobiliary indices and biomarkers will be assessed. This trial is anticipated to enrollapproximately 60 patients in the United States and Europe. All patients will be given the option to enroll in an open-label long-termsafety and efficacy extension trial. In addition to studying the effects of OCA treatment in biliary atresia, this trial is a part of theapproved Pediatric Investigation Plan, or PIP, in support of the Marketing Authorization Application, or MAA, for OCA in PBC in theEuropean Union.Potential Future Product CandidatesIn addition to OCA, we are developing other novel bile acid analog compounds targeting FXR and a second dedicated bile acidreceptor called TGR5, which is a target of interest for the treatment of type 2 diabetes and other gastrointestinal indications. We intendto continue advancing these and other product candidates as we build our pipeline.INT-767INT-767 is an orally administered dual FXR and TGR5 agonist that, like OCA, is derived from the primary human bile acidCDCA. This product candidate has been shown to be approximately three times more potent than OCA as an FXR agonist. In animalmodels of chronic liver, intestinal and kidney diseases, INT-767 has consistently demonstrated greater anti-fibrotic and anti-inflammatory effects than OCA.We have received assignments of rights to the INT-767 patent portfolio from all inventors, with the exception of one inventor.That inventor is contractually obligated to provide an assignment to us. Thus, we believe that we are the owner of the INT-767 patentportfolio by virtue of this contractual obligation and the patent assignments we have received.We have completed a Phase 1 clinical trial of INT-767 in healthy volunteers. The goal of the Phase 1 trial was to assess safety andpharmacokinetics in a single ascending dose escalation phase followed by a multiple ascending dose phase in healthy volunteers.Following analysis of the results, we plan to evaluate next steps for a Phase 2 trial of INT-767 in NASH patients with liver fibrosis in2017.INT-777INT-777 is an orally administered TGR5 agonist that is derived from the primary human bile acid cholic acid. We have completedthe preclinical studies necessary for the filing of an IND. By virtue of the patent assignments we have received and other contractualobligations owed to us, we believe we are the exclusive owner of the INT-777 patent portfolio.Our in vitro studies of INT-777 showed that the product candidate has the potential to selectively target TGR5, a receptor that hasbeen shown to directly regulate the release of glucagon like peptide-1, or GLP-1, in the intestine with resulting insulin sensitizingeffects. There are several important and effective marketed drugs that enhance the effects of GLP-1 through different mechanisms, butnone are able to induce the endogenous production of this hormone, and we believe there is interest in the potential for a TGR5 agonistto provide additive benefits. TGR5 has also been shown in animal models to regulate other metabolic pathways in brown fat andskeletal muscle that drive energy expenditure. The receptor may also play a role in the control of inflammation, which is increased ininsulin resistant diabetic conditions.In animal models of diabetes, treatment with INT-777 induced GLP-1 secretion, with resulting insulin sensitivity andnormalization of glycemic control, increased basal energy expenditure and prevention of weight gain, and a reduction in blood lipidlevels together with liver steatosis and fibrosis. We believe that these preclinical results could support further development of INT-777and our other TGR5 agonists in the treatment of type 2 diabetes, associated metabolic disorders and other gastrointestinal indications.We intend to continue development of INT-777 through potential collaborations with third parties, over the next several years.Strategic Collaborations and Research ArrangementsSumitomo Dainippon PharmaOn March 29, 2011, we entered into a license agreement with Sumitomo Dainippon Pharma Co., Ltd., under which we grantedSumitomo Dainippon an exclusive license to research, develop and commercialize OCA as a therapeutic for the treatment of PBC andNASH in Japan and China (excluding Taiwan). Under the15  TABLE OF CONTENTSterms of the agreement, Sumitomo Dainippon is required to use commercially reasonable efforts to develop and commercialize OCAin its licensed territories for the treatment of PBC and NASH, and we are obligated under the agreement to use commerciallyreasonable efforts to develop OCA outside of Sumitomo Dainippon’s licensed territories. We are also responsible for supplyingSumitomo Dainippon with clinical and commercial supply of OCA requested by Sumitomo Dainippon pursuant to clinical andcommercial supply agreements that include terms specified in the agreement. Sumitomo Dainippon has agreed during the term of theagreement to not commercialize any compound that is an FXR agonist for use in the treatment of PBC or NASH other than pursuant tothe agreement.We granted Sumitomo Dainippon an option under the agreement to obtain an exclusive license to commercialize OCA forindications other than PBC and NASH on the same terms as are set forth in the agreement. Sumitomo Dainippon may exercise thisoption with respect to any indication at any time during the two-year period commencing on the date we notify Sumitomo Dainipponof the commencement of a Phase 3 clinical trial involving OCA for such indication, subject to Sumitomo Dainippon’s payment of anoption fee for each additional indication. No option fee is required to be paid by Sumitomo Dainippon if it exercises its option for anyadditional indication only in China.In addition to Japan and China, which are the original licensed territories, we also granted Sumitomo Dainippon an option underthe agreement to add Korea, Taiwan, Malaysia, Vietnam, the Philippines, Thailand, Singapore and/or Indonesia to its exclusive licenseon the same terms as are set forth in the agreement. Sumitomo Dainippon may exercise this option with respect to any such country atany time up until the date on which regulatory approval to commercialize OCA is granted in Japan, subject to Sumitomo Dainippon’spayment of an option fee for each country. If we accept or make a bona fide offer of exclusive rights to a third party to develop andcommercialize OCA in any of these countries, we must first notify Sumitomo Dainippon and Sumitomo Dainippon has the right toexercise its option with respect to any such country. In addition, prior to accepting or making a bona fide offer of any exclusivedevelopment and commercialization rights involving OCA in the United States and Canada to a third party, we must first engage ingood faith negotiations with Sumitomo Dainippon with respect to the grant to Sumitomo Dainippon of exclusive rights to develop andcommercialize OCA in such countries. In May 2014, Sumitomo Dainippon exercised its option to add Korea to its licensed territories.Sumitomo Dainippon made up-front payments to us in the amount of $16.0 million, including $1.0 million upon the exercise of itsoption to add Korea to its licensed territories. In addition, Sumitomo Dainippon may be required to pay us up to an aggregate ofapproximately $30.0 million for the achievement of development milestones, $70.0 million for the achievement of regulatory approvalmilestones and $200.0 million for the achievement of sales milestones based on aggregate sales amounts. As of December 31, 2016,we had achieved $6.0 million of the development and regulatory milestones under our collaboration agreement with SumitomoDainippon. Sumitomo Dainippon is also obligated to pay us tiered royalties ranging from the tens to the twenties in percent based onnet sales of OCA products in Japan and the other Asian countries covered by this agreement. The term of the agreement, andSumitomo Dainippon’s obligation to pay royalties to us for each OCA product, expires on a country-by-country basis on the later ofthe expiration of the exclusivity period in such country, whether through the expiration of applicable patents or the introduction ofgeneric drugs that compete with the OCA product, or ten years after the first commercial sale of such OCA product for the first orsecond indication in that country. Royalty rates are subject to reduction under the agreement in specified circumstances, including,with respect to any country in the exclusive territory, if sales of generic products reach a certain threshold market share in that countryover a specified period.Sumitomo Dainippon may terminate the agreement in its entirety or on a country-by-country or indication-by-indication basisupon 90 days’ written notice. Either we or Sumitomo Dainippon may terminate the agreement in the event of the uncured materialbreach by or bankruptcy of the other party, subject to certain dispute resolution procedures. If Sumitomo Dainippon were to terminatethe agreement for our material breach, it would have a perpetual license following the effective date of termination, subject to thepayment by Sumitomo Dainippon of a royalty based on net sales of OCA products, the amount of which will depend on whether theeffective date of termination occurs prior to or after the date of first commercial sale of16  TABLE OF CONTENTSan OCA product. If we were to terminate the agreement for Sumitomo Dainippon’s material breach or if Sumitomo Dainippon were tovoluntarily terminate the agreement, Sumitomo Dainippon’s license under the agreement would terminate.CompetitionThe biopharmaceutical industry is characterized by intense competition and rapid innovation. Although we believe that we hold aleading position in bile acid chemistry, our competitors may be able to develop other compounds or drugs that are able to achievesimilar or better results. Our potential competitors include major multinational pharmaceutical companies, established biotechnologycompanies, specialty pharmaceutical companies and universities and other research institutions. Smaller or early-stage companies mayalso prove to be significant competitors, particularly through collaborative arrangements with large, established companies. Webelieve the key competitive factors that will affect the development and commercial success of our product candidates are efficacy,safety and tolerability profile, reliability, convenience of dosing, price, the level of generic competition and reimbursement.OCA is an FXR agonist. We are aware of other companies, including Novartis International AG, Gilead Sciences, Inc., AllerganPlc, Enanta Pharmaceuticals, Inc., ENYO Pharma SAS and Metacrine, Inc., that have FXR agonists in Phase 2 or earlier stages ofclinical or preclinical development that could be used to treat PBC, NASH and the other liver diseases we are targeting.OCA is marketed in the United States and Europe under the brand name Ocaliva as a second line treatment for PBC whereursodiol is the only therapy that is approved for treatment and is generically available at a significantly lower cost than brandedproducts. While fibrates are not approved for use in PBC, off-label use of fibrate drugs has been reported, though many fibrates arespecifically contraindicated for use in PBC due to potential concerns over acute and long-term safety in this patient population.Ongoing Phase 3 clinical trials for the treatment of PBC include an investigator-sponsored trial of bezafibrate, a fibrate that has notbeen approved for commercialization by the FDA and is only available outside of the United States, and a combination of ursodiol andbudesonide, a steroid, sponsored by Dr. Falk Pharma GmbH. We are aware of several other companies that have FXR agonists inPhase 2 or earlier clinical or preclinical development for the treatment of PBC, including, FXR agonists from Novartis InternationalAG (LJN452), Gilead Sciences, Inc. (GS-9674) and Enanta Pharmaceuticals, Inc. (EDP-305). Additional product candidates in Phase2 or earlier clinical or preclinical development for the treatment of PBC include Genfit SA’s dual PPAR alpha/delta agonist(elafibranor), Cymabay Therapeutics, Inc.’s PPAR delta agonist (MBX-8025), Bristol-Myers Squibb’s marketed anti-CTL4 fusionprotein (abatacept), and FF Pharmaceuticals’ anti-CD40 monoclonal antibody (FFP104). Additionally, several companies have productcandidates aimed at the cholestatic-induced pruritus associated with PBC, including apical sodium dependent bile acid transportinhibitors being developed by GlaxoSmithKline (GSK2330672).There are currently no therapeutic products approved for the treatment of NASH, NAFLD, portal hypertension, complications ofcirrhosis or alcoholic hepatitis. There are several marketed therapeutics that are currently used off-label for the treatment of NASH,such as vitamin E (an antioxidant), insulin sensitizers (e.g., metformin), antihyperlipidemic agents (e.g., gemfibrozil), pentoxifyllineand ursodiol, but none has been clearly shown in clinical trials to show a significant reversal in liver fibrosis. Ongoing and announcedPhase 3 clinical trials for the treatment of NASH include Genfit SA’s PPAR alpha/delta agonist (elafibranor), Gilead Sciences, Inc.’sASK-1 inhibitor (GS-4997) and Allergan’s dual CCR2 and CCR5 inhibitor (cenicriviroc). We are aware of several other companiesthat have FXR agonists in Phase 2 or earlier clinical or preclinical development for the treatment of NASH, including, FXR agonistsfrom Novartis International AG (LJN452), Gilead Sciences, Inc. (GS-9674) and Enanta Pharmaceuticals, Inc. (EDP-305). Additionalproduct candidates in Phase 2 or earlier clinical or preclinical development for the treatment of PBC include Bristol-Myers SquibbCo., Novo Nordisk A/S, Conatus Pharmaceuticals Inc., Cempra Pharmaceuticals, Cymabay Therapeutics, Inc., Islet Sciences, Inc.,Galectin Therapeutics Inc., Zydus Pharmaceuticals Inc., NGM Biopharmaceuticals Inc., Galmed Medical Research Ltd., MediciNova,Inc., Ionis Pharmaceuticals, Inc., FibroGen, Inc., Viking Therapeutics, Inc., AstraZeneca plc, Durect Corporation, Immuron Ltd.,Boehringer Ingelheim GmbH, MiNA Therapeutics, NuSirt Biopharma, Inc., Protalix Biotherapeutics, and Medivation, Inc. Whilethere is no approved treatment for PSC, ursodiol is often prescribed off-label for PSC patients. We are aware of several companies thathave product candidates in Phase 2 clinical or earlier stage preclinical17  TABLE OF CONTENTSdevelopment for the treatment of PSC, including Allergan Plc, Biotie Therapies Corp. (acquired by Acorda Therapeutics, Inc.), Dr.Falk Pharma GmbH, Gilead Sciences, Inc. and Shire plc.We believe that OCA offers key potential advantages over ursodiol and other products in development that could enable OCA, ifapproved for these indications, to capture meaningful market share. However, many of our potential competitors have substantiallygreater financial, technical and human resources than we do, as well as greater experience in the discovery and development of productcandidates, obtaining FDA and other regulatory approvals of products and the commercialization of those products. Accordingly, ourcompetitors may be more successful than us in obtaining approval from the FDA or from other regulators for drugs and achievingwidespread market acceptance. Our competitors’ drugs may be more effective, or more effectively marketed and sold, than anyproduct candidate we may commercialize and may render our product candidates obsolete or non-competitive before we can recoverthe expenses of their development and commercialization. We anticipate that we will face intense and increasing competition as newdrugs enter the market and other advanced technologies become available. Finally, the development of new treatment methods for thediseases we are targeting could render our product candidates non-competitive or obsolete. NASH is a complex disease and it isunlikely that any one therapeutic option will be optimal for every NASH patient. In addition, our ability to compete may be affectedbecause in many cases insurers or other third-party payors seek to encourage the use of generic products.Intellectual PropertyThe proprietary nature of, and protection for, our product candidates and our discovery programs, processes and know-how areimportant to our business. We have sought patent protection in the United States and internationally for OCA, INT-767 and INT-777,and our discovery programs, and other inventions to which we have rights, where available and when appropriate. Our policy is topursue, maintain and defend patent rights, whether developed internally or licensed from third parties, and to protect the technology,inventions and improvements that are commercially important to the development of our business. We also rely on trade secrets thatmay be important to the development of our business.Our commercial success will depend in part on obtaining and maintaining patent protection and trade secret protection of ourcurrent and future product candidates and the methods used to develop and manufacture them, as well as successfully defending thesepatents against third-party challenges. Our ability to stop third parties from making, using, selling, offering to sell or importing ourproducts depends on the extent to which we have rights under valid and enforceable patents or trade secrets that cover these activities.We cannot be sure that patents will be granted with respect to any of our pending patent applications or with respect to any patentapplications filed by us in the future, nor can we be sure that any of our existing patents or any patents that may be granted to us in thefuture will be commercially useful in protecting our product candidates, discovery programs and processes. For this and morecomprehensive risks related to our intellectual property, please see Item 1A. “Risk Factors — Risks Relating to Our IntellectualProperty.”OCA (lead product candidate; FXR agonist)The patent portfolio for OCA contains patents and patent applications directed to compositions of matter, manufacturing methods,and methods of use. As of December 31, 2016, we owned eight U.S. patents, nine pending U.S. patent applications, and correspondingforeign patents and patent applications. Foreign patents have been granted in 30 European countries as well as Australia, Canada,China, India, Israel, Japan, and Macao. We expect the composition of matter patents, if the appropriate maintenance, renewal, annuityor other governmental fees are paid, to expire in 2022 (worldwide) at the soonest and 2033 at the latest. In conjunction with theaccelerated approval of Ocaliva in the United States, we have applied to extend the 2022 expiration date of the composition of matterpatent in the United States by five additional years under the provisions of the Drug Price Competition and Patent Term RestorationAct of 1984, or the Hatch-Waxman Act. We have also made a similar application in Europe in conjunction with the conditionalapproval of Ocaliva for a supplementary protection certificate to extend the composition of matter patent in Europe by five additionalyears. Patent term extension may be available in certain foreign countries upon regulatory approval. We expect the other patents in theportfolio, if the appropriate maintenance, renewal, annuity, or other governmental fees are paid, to expire from 2022 to 2033.18  TABLE OF CONTENTSINT-767 (dual FXR/TGR5 agonist)The patent portfolio for INT-767 contains patents and patent applications directed to compositions of matter and methods of use.As of December 31, 2016, we owned three U.S. patents, three pending U.S. patent applications, and corresponding foreign patents andpatent applications. Foreign patents have been granted in Australia, Canada, China, 32 European countries as well as Hong Kong,India, Israel and Japan. We expect the issued composition of matter patent in the United States, if the appropriate maintenance,renewal, annuity or other governmental fees are paid, to expire in 2029. It is possible that the term of the composition of matter patentin the United States may be extended up to five additional years under the provisions of the Hatch-Waxman Act. We expect theforeign composition of matter patents, if the appropriate maintenance, renewal, annuity or other governmental fees are paid, to expirein 2027. Patent term extension may be available in certain foreign countries upon regulatory approval. We expect the other patents inthe portfolio, if the appropriate maintenance, renewal, annuity or other governmental fees are paid, to expire from 2027 to 2029. Wehave received assignments of rights to the INT-767 patent portfolio from all inventors, with the exception of one inventor. Thatinventor is contractually obligated to provide an assignment to us. Thus, we believe that we are the owner of the INT-767 patentportfolio by virtue of this contractual obligation and the patent assignments we have received.INT-777 (TGR5 agonist)The patent portfolio for INT-777 contains patents and patent applications directed to compositions of matter and methods of use.As of December 31, 2016, we owned four U.S. patents, two pending U.S. patent applications, and corresponding foreign patents andpatent applications. Foreign patents have been granted in Australia, China, 9 Eurasian countries, 30 European countries, Hong Kong,Israel, Japan, Macao, Mexico, Singapore, South Korea, and South Africa. We expect the composition of matter patent in the UnitedStates, if the appropriate maintenance, renewal, annuity or other governmental fees are paid, to expire in 2030. It is possible that theterm of the composition of matter patent in the United States may be extended up to five additional years under the provisions of theHatch-Waxman Act. We expect the foreign composition of matter patents, if the appropriate maintenance, renewal, annuity or othergovernmental fees are paid, to expire beginning in 2028. Patent term extension may be available in certain foreign countries uponregulatory approval. We expect the other patents in the portfolio, if the appropriate maintenance, renewal, annuity or othergovernmental fees are paid, to expire from 2028 to 2030.Trade SecretsIn addition to patents, we rely on trade secrets and know-how to develop and maintain our competitive position. Trade secrets andknow-how can be difficult to protect. We seek to protect our proprietary processes, in part, by confidentiality agreements andinvention assignment agreements with our employees, consultants, scientific advisors, contractors and commercial partners. Theseagreements are designed to protect our proprietary information. We also seek to preserve the integrity and confidentiality of our data,trade secrets and know-how by maintaining physical security of our premises and physical and electronic security of our informationtechnology systems.ManufacturingWe do not own or operate manufacturing facilities for the production of Ocaliva or any of our product candidates, nor do we haveplans to develop our own manufacturing operations in the foreseeable future. We currently rely on third-party contract manufacturersfor all of our required raw materials, active pharmaceutical ingredient, or API, and finished product for commercial sales and for ourclinical trials and preclinical studies.We currently have a commercial manufacturing and supply agreement with PharmaZell GMBH for the API used in Ocaliva andare currently seeking to qualify one or more back-up API manufacturers. We do not have any current contractual relationships for themanufacture of commercial supplies of any of our products or product candidates other than OCA. We currently obtain these suppliesand services from our third-party contract manufacturers on a purchase order basis. We intend to enter into agreements with a third-party contract manufacturer and one or more back-up manufacturers for the commercial production of those product candidates.19  TABLE OF CONTENTSContract manufacturers are subject to extensive governmental regulation and we depend on them to manufacture Ocaliva and ourproduct candidates in accordance with applicable current good manufacturing practice regulations or cGMPs. Development andcommercial quantities of any products that we develop will need to be manufactured in facilities, and by processes, that comply withthe requirements of the FDA, EMA and the regulatory agencies of other jurisdictions in which we are seeking approval. We currentlyemploy internal resources to manage our manufacturing contractors.Government Regulation and Product ApprovalGovernment authorities in the United States, at the federal, state and local level, and analogous authorities in other countriesextensively regulate, among other things, the research, development, testing, manufacture, labeling, packaging, promotion, storage,advertising, distribution, marketing and export and import of products such as Ocaliva and those we are developing. Our productcandidates must be approved by the FDA through the NDA process before they may be legally marketed in the United States and bythe European Commission following a favorable assessment provided by the EMA through the MAA process for a product fallingwithin the scope of the Centralized procedure or a national MAA process (albeit through the process of Mutual Recognition orDecentralized procedure) before they may be legally marketed in the European Union. Our product candidates will be subject tosimilar requirements in other countries prior to marketing in those countries. The process of obtaining regulatory approvals and thesubsequent compliance with applicable federal, state, local and foreign statutes and regulations require the expenditure of substantialtime and financial resources.United States Government RegulationNDA Approval ProcessesIn the United States, the FDA regulates drugs under the Federal Food, Drug, and Cosmetic Act, or the FDCA, and implementingregulations. An applicant seeking approval to market and distribute a new drug product in the United States must typically undertakethe following:•completion of preclinical laboratory tests, animal studies and formulation studies in compliance with the FDA’s goodlaboratory practice, or GLP, regulations;•submission to the FDA of an IND, which must take effect before human clinical trials may begin;•approval by an independent institutional review board, or IRB, representing each clinical site before each clinical trial may beinitiated;•performance of adequate and well-controlled human clinical trials in accordance with good clinical practices, or GCP, toestablish the safety and efficacy of the proposed drug product for each indication;•preparation and submission to the FDA of an NDA;•review of the product by an FDA advisory committee, where appropriate or if applicable;•satisfactory completion of one or more FDA inspections of the manufacturing facility or facilities at which the product, orcomponents thereof, are produced to assess compliance with current Good Manufacturing Practices, or cGMP, requirementsand to assure that the facilities, methods and controls are adequate to preserve the product’s identity, strength, quality andpurity;•satisfactory completion of FDA audits of clinical trial sites to assure compliance with GCP and the integrity of the clinicaldata;•payment of user fees and securing FDA approval of the NDA; and•compliance with any post-approval requirements, including Risk Evaluation and Mitigation Strategies, or REMS, and post-approval outcomes studies required by the FDA.20  TABLE OF CONTENTSOnce a pharmaceutical candidate is identified for development, it enters the preclinical or nonclinical testing stage. Nonclinicaltests include laboratory evaluations of product chemistry, toxicity and formulation, as well as animal studies. An IND sponsor mustsubmit the results of the nonclinical tests, together with manufacturing information and analytical data, to the FDA as part of the IND.Some nonclinical testing may continue even after the IND is submitted. In addition to including the results of the nonclinical studies,the IND will also include a protocol detailing parameters to be used in monitoring safety and the effectiveness criteria to be evaluatedif the first phase lends itself to an efficacy determination. The IND automatically becomes effective 30 days after receipt by the FDA,unless the FDA, within the 30-day time period, places the IND on clinical hold. In such a case, the IND sponsor and the FDA mustresolve any outstanding concerns before clinical trials can begin. A clinical hold may occur at any time during the life of an IND, andmay affect one or more specific studies or all studies conducted under the IND.All clinical trials must be conducted under the supervision of one or more qualified investigators in accordance with GCPs. Theymust be conducted under protocols detailing the objectives of the trial, dosing procedures, research subject selection and exclusioncriteria and the safety and effectiveness criteria to be evaluated. Each protocol must be submitted to the FDA as part of the IND, andprogress reports detailing the status of the clinical trials must be submitted to the FDA annually. Sponsors also must timely report toFDA serious and unexpected adverse reactions, any clinically important increase in the rate of a serious suspected adverse reactionover that listed in the protocol or investigation brochure, or any findings from other studies or animal or in vitro testing that suggest asignificant risk in humans exposed to the drug. An IRB at each institution participating in the clinical trial must review and approvethe protocol before a clinical trial commences at that institution and must also approve the information regarding the trial and theconsent form that must be provided to each research subject or the subject’s legal representative, monitor the study until completedand otherwise comply with IRB regulations.Human clinical trials are typically conducted in three sequential phases that may overlap or be combined:•Phase 1. The drug is initially introduced into healthy human subjects and tested for safety, dosage tolerance, absorption,metabolism, distribution and elimination. In the case of some products for severe or life-threatening diseases, such as cancer,especially when the product may be inherently too toxic to ethically administer to healthy volunteers, the initial human testingis often conducted in patients.•Phase 2. Clinical trials are performed on a limited patient population intended to identify possible adverse effects and safetyrisks, to preliminarily evaluate the efficacy of the product for specific targeted diseases and to determine dosage tolerance andoptimal dosage.•Phase 3. Clinical trials are undertaken to further evaluate dosage, clinical efficacy and safety in an expanded patientpopulation at geographically dispersed clinical study sites. These studies are intended to establish the overall risk-benefit ratioof the product and provide an adequate basis for product labeling.Human clinical trials are inherently uncertain and Phase 1, Phase 2 and Phase 3 testing may not be successfully completed. TheFDA or the sponsor may suspend a clinical trial at any time for a variety of reasons, including a finding that the research subjects orpatients are being exposed to an unacceptable health risk. Similarly, an IRB can suspend or terminate approval of a clinical trial at itsinstitution if the clinical trial is not being conducted in accordance with the IRB’s requirements or if the drug has been associated withunexpected serious harm to patients. In some cases, clinical trials are overseen by an independent group of qualified experts organizedby the trial sponsor, or the clinical monitoring board or data safety monitoring board, or DSMB. This group provides authorization forwhether or not a trial may move forward at designated check points. These decisions are based on the limited access to data from theongoing trial.Sponsors of clinical trials of certain FDA-regulated products, including prescription drugs, are required to register and discloseclinical trial information related to the product, patient population, phase of investigation, clinical trial sites and investigator, and otheraspects of the clinical trial on a public website maintained by the U.S. National Institutes of Health. Sponsors are also obligated todisclose the results of these clinical trials after completion. Disclosure of the results of these clinical trials can be delayed until theproduct or new21  TABLE OF CONTENTSindication being studied has been approved. Competitors may use this publicly-available information to gain knowledge regarding thedesign and progress of our development programs.During the development of a new drug, sponsors are given opportunities to meet with the FDA at certain points. These points maybe prior to the submission of an IND, at the end of Phase 2 and before an NDA is submitted. Meetings at other times may berequested. These meetings can provide an opportunity for the sponsor to share information about the data gathered to date and for theFDA to provide advice on the next phase of development. Sponsors typically use the meeting at the end of Phase 2 to discuss theirPhase 2 clinical results and present their plans for the pivotal Phase 3 clinical trial that they believe will support the approval of thenew drug. If a Phase 2 clinical trial is the subject of discussion at the end of Phase 2 meeting with the FDA, a sponsor may be able torequest a special protocol assessment, or SPA, the purpose of which is to reach agreement with the FDA on the Phase 3 clinical trialprotocol design and analysis that will form the primary basis of an efficacy claim.According to published guidance on the SPA process, a sponsor which meets the prerequisites may make a specific request for anSPA and provide information regarding the design and size of the proposed clinical trial. The FDA is supposed to evaluate the protocolwithin 45 days of the request to assess whether the proposed trial is adequate, and that evaluation may result in discussions and arequest for additional information. An SPA request must be made before the proposed trial begins, and all open issues must beresolved before the trial begins. If a written agreement is reached, it will be documented and made part of the record. The agreementwill be binding on the FDA and may not be changed by the sponsor or the FDA after the trial begins except with the written agreementof the sponsor and the FDA or if the FDA determines that a substantial scientific issue essential to determining the safety or efficacy ofthe drug was identified after the testing began.Concurrent with clinical trials, sponsors usually complete additional animal safety studies and also develop additional informationabout the chemistry and physical characteristics of the drug and finalize a process for manufacturing commercial quantities of theproduct in accordance with cGMP requirements. The manufacturing process must be capable of consistently producing quality batchesof the drug and the manufacturer must develop methods for testing the quality, purity and potency of the drug. Additionally,appropriate packaging must be selected and tested and stability studies must be conducted to demonstrate that the drug candidate doesnot undergo unacceptable deterioration over its proposed shelf-life.The results of product development, nonclinical studies and clinical trials, along with descriptions of the manufacturing process,analytical tests and other control mechanisms, proposed labeling and other relevant information are submitted to the FDA as part of anNDA requesting approval to market the product. The submission of an NDA or a supplemental NDA is subject to the payment of userfees, but a waiver of such fees may be obtained under specified circumstances. Currently, the application fee is approximately $2.0million for NDAs with clinical information and approximately $1.0 million for supplemental NDAs with clinical information. Themanufacturer and/or sponsor under an approved NDA is also subject to annual product and establishment user fees, currently $97,750per product and $512,200 per establishment. These fees are typically modified annually. The FDA reviews all NDAs submitted toensure that they are sufficiently complete for substantive review before it accepts them for filing. It may request additional informationrather than accept an NDA for filing. In this event, the NDA must be resubmitted with the additional information. The resubmittedapplication also is subject to review before the FDA accepts it for filing.Once the submission is accepted for filing, the FDA begins an in-depth review. NDAs receive either standard or priority review. Adrug representing a significant improvement over available therapies in treatment, prevention or diagnosis of disease may receivepriority review. The FDA may refuse to approve an NDA if the applicable regulatory criteria are not satisfied or may requireadditional clinical or other data. Even if such data are submitted, the FDA may ultimately decide that the NDA does not satisfy thecriteria for approval. The FDA reviews an NDA to determine, among other things, whether a product is safe and effective for itsintended use and whether its manufacturing is cGMP-compliant. The FDA may refer the NDA to an advisory committee for reviewand recommendation as to whether the application should be approved and under what conditions. The FDA is not bound by therecommendation of an advisory committee, but it22  TABLE OF CONTENTSgenerally follows such recommendations. Before approving an NDA, the FDA will inspect the facility or facilities where the productis manufactured and tested.Fast Track, Breakthrough Therapy, Priority Review and Accelerated ApprovalThe FDA is authorized to designate certain products for expedited review if they are intended to address an unmet medical need inthe treatment of a serious or life-threatening disease or condition. These programs are fast track designation, breakthrough therapydesignation and priority review designation.Specifically, the FDA may designate a product for fast track review if it is intended, whether alone or in combination with one ormore other drugs, for the treatment of a serious or life-threatening disease or condition, and it demonstrates the potential to addressunmet medical needs for such a disease or condition. For fast track products, sponsors may have greater interactions with the FDA andthe FDA may initiate review of sections of a fast track product’s NDA before the application is complete.A product may also be designated as a breakthrough therapy if it is intended, either alone or in combination with one or more otherdrugs, to treat a serious or life-threatening disease or condition and preliminary clinical evidence indicates that the product maydemonstrate substantial improvement over existing therapies on one or more clinically significant endpoints, such as substantialtreatment effects observed early in clinical development. The FDA may take certain actions with respect to breakthrough therapies,including holding meetings with the sponsor throughout the development process; providing timely advice to the product sponsorregarding development and approval; involving more senior staff in the review process; assigning a cross-disciplinary project lead forthe review team; and taking other steps to design the clinical trials in an efficient manner. In January 2015, OCA receivedbreakthrough therapy designation from the FDA for the treatment of NASH patients with liver fibrosis.The FDA may also designate a product for priority review if it is a drug that treats a serious condition and, if approved, wouldprovide a significant improvement in safety or effectiveness. The FDA determines, on a case-by-case basis, whether the proposed drugrepresents a significant improvement when compared with other available therapies. A priority designation is intended to direct overallattention and resources to the evaluation of such applications, and to shorten the FDA’s goal for taking action on a marketingapplication from ten months to six months.In addition, the FDA may grant accelerated approval to a drug for a serious or life-threatening condition that provides meaningfultherapeutic advantage to patients over existing treatments based upon a determination that the drug has an effect on a surrogateendpoint that is reasonably likely to predict clinical benefit. The FDA may also grant accelerated approval for such a condition whenthe product has an effect on an intermediate clinical endpoint that can be measured earlier than an effect on irreversible morbidity ormortality, or IMM, and that is reasonably likely to predict an effect on irreversible morbidity or mortality or other clinical benefit,taking into account the severity, rarity, or prevalence of the condition and the availability or lack of alternative treatments. Drugsgranted accelerated approval must meet the same statutory standards for safety and effectiveness as those granted traditional approval.In the case of unprecedented accelerated approval endpoints, this determination occurs during the review of the NDA. Unlessotherwise informed by the FDA, an applicant must submit to the FDA for consideration during the preapproval review period copiesof all promotional materials, including promotional labeling as well as advertisements, intended for dissemination or publicationwithin 120 days following marketing approval. After 120 days following marketing approval, unless otherwise informed by the FDA,the applicant must submit promotional materials at least 30 days prior to the intended time of initial dissemination of the labeling orinitial publication of the advertisement.As a condition of approval, the FDA may require that a sponsor of a drug receiving accelerated approval perform adequate andwell-controlled post-marketing clinical trials. Approval of a drug may be withdrawn if trials fail to verify clinical benefit or do notdemonstrate sufficient clinical benefit to justify the risks associated with the drug (e.g., show a significantly smaller magnitude orduration of benefit than was anticipated based on the observed effect on the surrogate).Ocaliva was granted fast track designation by the FDA for the treatment of patients with PBC who have an inadequate response toor are intolerant of ursodiol. In August 2015, the FDA accepted for review our23  TABLE OF CONTENTSNDA and granted priority review for Ocaliva in PBC. On May 27, 2016, Ocaliva was approved under the accelerated approvalpathway in the United States.Post-approval RequirementsDrugs manufactured or distributed pursuant to FDA approvals are subject to pervasive and continuing regulation by the FDA,including, among other things, requirements relating to recordkeeping, periodic reporting, product sampling and distribution,advertising and promotion and reporting of adverse experiences with the product. Once an approval is granted, the FDA may withdrawthe approval if compliance with regulatory requirements is not maintained or if problems occur after the product reaches the market.Later discovery of previously unknown problems with a product may result in restrictions on the product or even complete withdrawalof the product from the market. After approval, some types of changes to the approved product, such as adding new indications,manufacturing changes and additional labeling claims, are subject to further FDA review and approval. In addition, the FDA mayrequire testing and surveillance programs to monitor the effect of approved products that have been commercialized, and the FDA hasthe power to prevent or limit further marketing of a product based on the results of these post-marketing programs.Drug manufacturers and other entities involved in the manufacture and distribution of approved drugs are required to register theirestablishments with the FDA and certain state agencies, and are subject to periodic unannounced inspections by the FDA and somestate agencies for compliance with cGMP and other laws. Changes to the manufacturing process are strictly regulated and often requireprior FDA approval before being implemented. FDA regulations also require investigation and correction of any deviations fromcGMP and impose reporting and documentation requirements upon the sponsor and any third-party manufacturers that the sponsormay decide to use. Accordingly, manufacturers must continue to expend time, money, and effort in the area of production and qualitycontrol to maintain cGMP compliance.Failure to comply with the applicable U.S. requirements at any time during the product development process or approval process,or after approval, may subject us to administrative or judicial sanctions, any of which could have a material adverse effect on us.These sanctions could include:•refusal to approve pending applications;•withdrawal of an approval;•imposition of a clinical hold;•warning letters;•product seizures;•total or partial suspension of production or distribution; or•injunctions, fines, disgorgement, or civil or criminal penalties.The FDA strictly regulates marketing, labeling, advertising and promotion of products that are placed on the market. Drugs may bepromoted only for the approved indications and in accordance with the provisions of the approved label. The FDA and other agenciesactively enforce the laws and regulations prohibiting the promotion of off-label uses, and a company that is found to have improperlypromoted off-label uses may be subject to significant liability. Additional regulations apply for advertising and promotion of productsapproved under the accelerated approval pathway. Unless otherwise informed by the FDA, an applicant must submit to the FDA forconsideration during the preapproval review period copies of all promotional materials, including promotional labeling as well asadvertisements, intended for dissemination or publication within 120 days following marketing approval. After 120 days followingmarketing approval, unless otherwise informed by the FDA, the applicant must submit promotional materials at least 30 days prior tothe intended time of initial dissemination of the labeling or initial publication of the advertisement.24  TABLE OF CONTENTSWe rely, and expect to continue to rely, on third parties for the production of clinical and commercial quantities of our products.Future FDA and state inspections may identify compliance issues at the facilities of our contract manufacturers that may disruptproduction or distribution, or require substantial resources to correct.From time to time, legislation is drafted, introduced and passed in Congress that could significantly change the statutory provisionsgoverning the approval, manufacturing and marketing of products regulated by the FDA. In addition, FDA regulations and guidanceare often revised or reinterpreted by the agency in ways that may significantly affect our business and our products. It is impossible topredict whether legislative changes will be enacted, or FDA regulations, guidance or interpretations changed or what the impact ofsuch changes, if any, may be.In accordance with the applicable requirements under the accelerated approval pathway, we initiated our Phase 4 COBALTclinical outcomes confirmatory trial for Ocaliva in PBC in December 2014, following discussions with the FDA. COBALT will becompleted on a post-marketing basis. As part of the post-marketing requirements, we are discussing modifications to the COBALTtrial to potentially include a broader cross-section of PBC patients with early, moderately advanced and advanced disease according tothe so-called Rotterdam criteria. We have agreed to evaluate the safety and efficacy of Ocaliva in patients with moderate to severehepatic impairment and as monotherapy in patients with PBC. Finally, we have also agreed to develop and characterize a lower doseformulation of Ocaliva to allow for once daily dosing in patients with moderate or advanced hepatic impairment.Risk Evaluation and Mitigation StrategyThe Food and Drug Administration Amendments Act of 2007, or FDAAA, created a new section of the FDCA which authorizesthe FDA to require a REMS when necessary to ensure that the benefits of a drug outweigh the risks. Under a REMS, the FDA mayrequire various measures to address serious risks, such as training or registries, as well as steps to monitor and assess the effectivenessof those measures. Such requirements may impose significant burdens on prescribers, pharmacists or patients.We do not have a REMS for Ocaliva for the treatment of PBC.Patent Term Extension and Data ExclusivityDepending upon the timing, duration and specifics of FDA approval of the use of our drug candidates, some of our U.S. patentsmay be eligible for limited patent term extension under the Drug Price Competition and Patent Term Restoration Act of 1984, referredto as the Hatch-Waxman Act. The Hatch-Waxman Act permits an extension patent term of up to five years as compensation for patentterm lost during product development and the FDA regulatory review process. However, the extension of patent term cannot extendthe remaining term of a patent beyond a total of 14 years from the product’s approval date. The patent term extension period isgenerally one-half the time between the effective date of an IND, and the submission date of an NDA, plus the time between thesubmission date of an NDA and the approval of that application. Only one patent applicable to an approved drug is eligible for theextension and the application for extension must be made prior to expiration of the patent. The United States Patent and TrademarkOffice, in consultation with the FDA, reviews and approves the application for any patent term extension or restoration. In conjunctionwith the accelerated approval of Ocaliva in the United States, we have applied to extend the 2022 expiration date of the OCAcomposition of matter patent in the United States by five additional years under the provisions of the Hatch-Waxman Act. In thefuture, we intend to apply for restorations of patent term for some of our currently owned or licensed patents to add patent life beyondtheir current expiration date, depending on the expected length of clinical trials and other factors involved in the submission of therelevant NDA.Data exclusivity provisions under the FDCA also can delay the submission or the approval of certain applications. The FDCAprovides a five-year period of non-patent data exclusivity within the United States to the first applicant to gain approval of an NDA fora new chemical entity. A drug is a new chemical entity if the FDA has not previously approved any other new drug containing thesame active moiety, which is the molecule or ion responsible for the action of the drug substance. During the exclusivity period, theFDA may not accept for review an abbreviated new drug application, or ANDA. However, an application may be submitted after fouryears if it contains a certification of patent invalidity or non-infringement. The FDCA also25  TABLE OF CONTENTSprovides three years of marketing exclusivity for an NDA, 505(b)(2) NDA or supplement to an approved NDA if new clinicalinvestigations, other than bioavailability studies, that were conducted or sponsored by the applicant are deemed by the FDA to beessential to the approval of the application, for example, for new indications, dosages or strengths of an existing drug. This three-yearexclusivity covers only the conditions associated with the new clinical investigations and does not prohibit the FDA from approvingANDAs for drugs containing the original active agent for other conditions of use. Five-year and three-year exclusivity will not delaythe submission or approval of a full NDA; however, an applicant submitting a full NDA would be required to conduct or obtain a rightof reference to all of the preclinical studies and adequate and well-controlled clinical trials necessary to demonstrate safety andeffectiveness.Pediatric Exclusivity and Pediatric UseUnder the Best Pharmaceuticals for Children Act, or BPCA, certain drugs may obtain an additional six months of exclusivity, ifthe sponsor submits information requested in writing by the FDA, or a Written Request, relating to the use of the active moiety of thedrug in children. The FDA may not issue a Written Request for studies on unapproved or approved indications or where it determinesthat information relating to the use of a drug in a pediatric population, or part of the pediatric population, may not produce healthbenefits in that population.We have not received a Written Request for such pediatric studies, although we may ask the FDA to issue a Written Request forsuch studies in the future. To receive the six-month pediatric market exclusivity, we would have to receive a Written Request from theFDA, conduct the requested studies in accordance with a written agreement with the FDA or, if there is no written agreement, inaccordance with commonly accepted scientific principles, and submit reports of the studies. A Written Request may include studies forindications that are not currently in the labeling if the FDA determines that such information will benefit the public health. The FDAwill accept the reports upon its determination that the studies were conducted in accordance with and are responsive to the originalWritten Request or commonly accepted scientific principles, as appropriate, and that the reports comply with the FDA’s filingrequirements.In addition, the Pediatric Research Equity Act, or PREA, specifies that all applications for new active ingredients, new indications,new dosage forms, new dosing regimens or new routes of administration are required to contain an assessment of safety andeffectiveness of the product for the claimed indications(s) in pediatric patients unless this requirement is waived, deferred orinapplicable. Under PREA, original NDAs, biologics license application and supplements thereto, must contain a pediatric assessmentunless the sponsor has received a deferral or waiver. Products with orphan designation are exempt from PREA requirements. Therequired assessment must assess the safety and effectiveness of the product for the claimed indications in all relevant pediatricsubpopulations and support dosing and administration for each pediatric subpopulation for which the product is safe and effective. Thesponsor or FDA may request a deferral of pediatric studies for some or all of the pediatric subpopulations. A deferral may be grantedfor several reasons, including a finding that the drug or biologic is ready for approval for use in adults before pediatric studies arecomplete or that additional safety or effectiveness data needs to be collected before the pediatric studies begin. After April 2013, theFDA must send a non-compliance letter as applicable to any sponsor that fails to submit the required assessment, keep a deferralcurrent or fails to submit a request for approval of a pediatric formulation. OCA received orphan drug designation for treatment ofPBC and is, therefore, exempt from the PREA requirements for this indication.Regulation Outside of the United StatesIn addition to regulations in the United States, we will be subject to regulations of other countries governing clinical trials andcommercial sales and distribution of our products. Whether or not we obtain FDA approval for a product, we must obtain approval bythe comparable regulatory authorities of countries outside of the United States before we can commence clinical trials in suchcountries and approval of the regulators of such countries or economic areas, such as the European Union, before we may marketproducts in those countries or areas. The approval process and requirements governing the conduct of clinical trials, product licensing,pricing and reimbursement vary greatly from place to place, and the time may be longer or shorter than that required for FDAapproval.26  TABLE OF CONTENTSUnder European Union regulatory systems, a company may submit marketing authorization applications under a centralized,decentralized or mutual recognition marketing authorization procedure. The centralized procedure provides for the grant of a singlemarketing authorization for a medicinal product by the European Commission on the basis of an opinion by the EMA’s Committee forHuman Medicinal Products for Human Use (CHMP). A centralized marketing authorization is valid for all European Union memberstates and the European Economic Area States (Iceland, Liechtenstein and Norway). The decentralized marketing authorizationprocedure involves the submission of an application for marketing authorization to the competent authorities in each of the EuropeanUnion member states chosen by the applicant in which the product is to be marketed. One national competent authority, selected bythe applicant (Reference Member State) leads the assessment of the application for marketing authorization. The competent authoritiesof the other chosen European Union member states concerned by the procedure (Concerned Member States) are subsequently requiredto review the initial evaluation and, if the assessment is positive and all issues are resolved, grant marketing authorization for theirterritory on the basis of this assessment, except where grounds of potential serious risk to public health require this application forauthorization to be refused. The mutual recognition procedure provides for mutual recognition of a marketing authorization which hasalready been granted by the national competent authority of a European Union member state by the competent authorities of the otherEuropean Union member states where further marketing authorizations are progressively sought. The holder of a national marketingauthorization may submit an application to the competent authority of a European Union member state requesting that this authorityrecognize the marketing authorization granted by the competent authority of another European Union member state.Prior to obtaining a marketing authorization in the European Union, applicants have to demonstrate compliance with all measuresincluded in an EMA-approved Pediatric Investigation Plan, or PIP, covering all subsets of the pediatric population, unless the EMAhas granted (1) a product-specific waiver, (2) a class waiver, or (3) a deferral for one or more of the measures included in the PIP. Inthe case of orphan medicinal products, completion of an approved PIP can result in an extension of the aforementioned marketexclusivity period from ten to twelve years.It is also possible that a marketing authorization from the EMA could be conditional on post-approval studies and not considered afull approval. A manufacturer’s ability to obtain and maintain conditional marketing authorization in the European Union will belimited to specific circumstances and subject to several conditions and obligations, if obtained at all. Conditional marketingauthorizations can be granted, based on a clinical dataset that is not comprehensive. Granting of such an authorization may be grantedfor a limited number of medicinal products for human use referenced in the applicable European Union law governing conditionalmarketing authorization, including products designated as orphan medicinal products under European Union law, if (1) the risk-benefitbalance of the product is positive, (2) it is likely that the applicant will be in a position to provide the required comprehensive clinicaltrial data, (3) unmet medical needs will be fulfilled and (4) the benefit to public health of the immediate availability on the market ofthe medicinal product outweighs the risk inherent in the fact that additional data are still required. Specific obligations, including withrespect to the completion of ongoing or new studies, and with respect to the collection of pharmacovigilance data, may be specified inthe conditional marketing authorization. Conditional marketing authorizations are valid for one year, and may be renewed annually, ifthe risk-benefit balance remains positive, and after an assessment of the need for additional or modified conditions.Similarly to the United States, both marketing authorization holders and manufacturers of medicinal products are subject tocomprehensive regulatory oversight by the EMA and the competent authorities of the individual European Union member states bothbefore and after grant of the manufacturing and marketing authorizations. This includes European Union GMP rules, which governquality control of the manufacturing process and require documentation policies and procedures. We and our third party manufacturersare required to ensure that all of our processes, methods, and equipment are compliant with GMP.Failure by us or by any of our third party partners, including suppliers, manufacturers, and distributors to comply with EuropeanUnion laws and the related national laws of individual European Union member states governing the conduct of clinical trials,manufacturing approval, marketing authorization of medicinal products and manufacturing and marketing of such products, bothbefore and after grant of marketing authorization, may result in administrative, civil or criminal penalties. These penalties couldinclude delays or refusal to27  TABLE OF CONTENTSauthorize the conduct of clinical trials or to grant marketing authorization, product withdrawals and recalls, product seizures,suspension, withdrawal, or variation of the marketing authorization, total or partial suspension of production, distribution,manufacturing, or clinical trials, operating restrictions, injunctions, suspension of licenses, fines and criminal penalties.In October 2016, the Committee for Medicinal Products for Human Use, or CHMP, of the EMA adopted a positive opinionrecommending the granting of a conditional marketing authorization of Ocaliva in PBC. Based on the CHMP’s positiverecommendation, the European Commission granted a conditional marketing authorization of Ocaliva in PBC in December 2016. PBCdoes not occur in the pediatric population. Therefore, in accordance with applicable regulations, this marketing authorization requireddemonstration of compliance with all measures included in an EMA-approved Pediatric Investigation Plan for OCA for the treatmentof biliary atresia, a pediatric cholestatic disease.Orphan Drug DesignationUnder the Orphan Drug Act, the FDA may grant orphan drug designation to drugs intended to treat a rare disease or condition,which is generally a disease or condition that affects fewer than 200,000 individuals in the United States, or more than 200,000individuals in the United States and for which there is no reasonable expectation that the cost of developing and making available inthe United States a drug for this type of disease or condition will be recovered from sales in the United States for that drug. Orphandrug designation must be requested before submitting an NDA. After the FDA grants orphan drug designation, the identity of thetherapeutic agent and its potential orphan use are disclosed publicly by the FDA. Orphan drug designation does not convey anyadvantage in or shorten the duration of the regulatory review and approval process.If a product that has orphan drug designation subsequently receives the first FDA approval for the disease for which it has suchdesignation, the product is entitled to orphan product exclusivity, which means that the FDA may not approve any other applications tomarket the same drug for the same indication, except in very limited circumstances, for seven years. Orphan drug exclusivity,however, could also block the approval of one of our products for seven years if a competitor obtains approval of the same drug asdefined by the FDA or if our drug candidate is determined to be contained within the competitor’s product for the same indication ordisease. Competitors may receive approval of different products for the indication for which the orphan product has exclusivity andmay obtain approval for the same product but for a different indication. If a drug or drug product designated as an orphan productultimately receives marketing approval for an indication broader than what was designated in its orphan product application, it maynot be entitled to exclusivity.As in the United States, we may apply for designation of a product as an orphan drug for the treatment of a specific indication inthe European Union before the application for marketing authorization is made. Orphan drugs in Europe enjoy economic andmarketing benefits, including up to ten years of market exclusivity for the approved indication. The market exclusivity period for theauthorized therapeutic indication may be reduced to six years if, at the end of the fifth year, it is established that the orphan designationcriteria are no longer met, including where it is shown that the product is sufficiently profitable not to justify maintenance of marketexclusivity. In addition, a competing similar medicinal product may in limited circumstances be authorized prior to the expiration ofthe market exclusivity period, including if it is shown to be safer, more effective or otherwise clinically superior to the orphan-designated product.OCA has received orphan drug designation in the United States and the European Union for the treatment of PBC and PSC. Any ofour orphan-designated products and product candidates can lose orphan designation, and the related benefits, if it is demonstrated thatthe orphan designation criteria are no longer met.Pricing and ReimbursementSales of our products will depend, in part, on the extent to which the costs of our products will be covered by third-party payors,such as government health programs, commercial insurance plans and managed healthcare organizations. These third-party payors areincreasingly challenging the prices charged for medical products and services. Additionally, the containment of healthcare costs hasbecome a priority of federal and state governments and the prices of drugs have been a focus in this effort. The U.S. government, statelegislatures and foreign governments have shown significant interest in implementing cost-containment programs, including pricecontrols, restrictions on reimbursement and requirements for substitution of generic28  TABLE OF CONTENTSproducts. Adoption of price controls and cost-containment measures, and adoption of more restrictive policies in jurisdictions withexisting controls and measures, could further limit our net revenue and results. If these third-party payors do not consider our productsto be effective (or cost-effective in some markets outside of the United States) compared to other therapies, they may not cover ourproducts after approved as a benefit under their plans or, if they do, the level of payment may not be sufficient to allow us to sell ourproducts on a profitable basis.Medicare is a U.S. federal healthcare program that provides coverage for certain healthcare items and services to individuals aged65 years or older, as well as individuals of any age with certain disabilities and illnesses. Medicare Part D may affect reimbursementof our products upon approval. Under Part D, Medicare beneficiaries may enroll in prescription drug plans offered by private entitieswhich will provide coverage of outpatient prescription drugs. Part D plans include both stand-alone prescription drug benefit plans andprescription drug coverage as a supplement to Medicare Advantage plans. Unlike Medicare Part A and B, Part D coverage is notstandardized. Part D prescription drug plan sponsors are not required to pay for all covered outpatient drugs, and each Part D plan candevelop its own drug formulary that identifies which drugs it will cover and at what tier or level. However, Part D plan drugformularies must include drugs within each therapeutic category and class of covered Part D drugs, though not necessarily all thedrugs in each category or class. Any formulary used by a Part D prescription drug plan must be developed and reviewed by apharmacy and therapeutic committee. Government payment for some of the costs of prescription drugs may increase demand for ourproducts for which we receive marketing approval. However, any negotiated prices for our products covered by a Part D plan willlikely be lower than the prices we might otherwise obtain. Moreover, while Part D provides prescription drug benefits only toMedicare beneficiaries, private payors often follow Medicare coverage policy and payment limitations in setting their own paymentrates. Any reduction in payment made by Medicare may result in a similar reduction in payments from non-governmental payors.Medicaid is a government healthcare program that provides coverage for certain healthcare items and services to low-incomechildren, families, pregnant women and people with disabilities. It is jointly funded by the federal and state governments, and it isadministered by individual states with parameters established by the federal government. Therefore, coverage and reimbursement fordrugs may vary by state Medicaid program. A manufacturer must enter into a Medicaid Rebate Agreement to have its products beeligible for coverage by Medicaid. Under the Medicaid program, and per the Medicaid Rebate Agreement, manufacturers agree toreport certain prices to the government and pay rebates to state Medicaid programs based on Medicaid utilization of themanufacturer’s covered drugs. In January 2016, the Centers for Medicare & Medicaid Services, or CMS, released a final ruleimpacting the calculation and reporting of prices by manufacturers under the Medicaid program. We continue to evaluate how thisfinal rule may affect the reimbursement of our product candidate and rebates paid to state Medicaid programs.Federal law requires any company that participates in the Medicaid Drug Rebate Program to also participate in the Public HealthService’s 340B drug pricing program in order for federal funds to be available for the manufacturer’s drugs under Medicaid. The 340Bpricing program requires participating manufacturers to charge statutorily-defined covered entities no more than the 340B “ceilingprice” for the manufacturer’s covered outpatient drugs. The Patient Protection and Affordable Care Act, as amended by the HealthCare and Education Affordability Reconciliation Act of 2010, collectively referred to as the ACA, extended eligibility to participate inthe 340B pricing program to certain additional types of hospitals (including critical access hospitals, sole community hospitals, ruralreferral centers and freestanding cancer hospitals). However, for purposes of these newly eligible covered entities, the ACAspecifically excluded from the definition of “covered outpatient drugs” certain drugs designated as “orphan drugs” under section 526of the FDCA, such as our product candidate.The ACA also improved the market for healthcare products in one respect, by expanding health insurance coverage. Starting in2014, the ACA expanded health insurance coverage to many previously uninsured Americans, through a combination of federalsubsidies for lower-income individuals who enrolled in health plans through health insurance Exchanges and enabling States to expandMedicaid eligibility with the federal government paying a high share of the cost. Following the November 2016 U.S. elections and theinauguration of the President, uncertainty exists about the future of this coverage expansion; the President and29  TABLE OF CONTENTScongressional leaders have expressed interest in repealing these ACA provisions and replacing them with alternatives that may be lesscostly and provide state Medicaid programs and private health plans more flexibility. It is possible that these repeal and replacementinitiatives, if enacted into law, could ultimately result in fewer individuals having health insurance coverage and/or in individualshaving insurance coverage with less generous benefits. The scope of potential future legislation to repeal and replace ACA provisionsis highly uncertain in many respects, and it is possible that some of the ACA provisions that generally hurt the research-basedpharmaceutical industry could also be repealed along with ACA coverage expansion provisions; however, at this time the coverageexpansion provisions of the ACA appear most likely to be repealed and replaced.The American Recovery and Reinvestment Act of 2009 provides funding for the federal government to compare the effectivenessof different treatments for the same illness. A plan for the research will be developed by the Department of Health and HumanServices, the Agency for Healthcare Research and Quality and the National Institutes for Health, and periodic reports on the status ofthe research and related expenditures will be made to Congress. Although the results of the comparative effectiveness studies are notintended to mandate coverage policies for public or private payors, it is not clear what effect, if any, the research will have on the salesof any product, if any such product or the condition that it is intended to treat is the subject of a study. It is also possible thatcomparative effectiveness research demonstrating benefits in a competitor’s product could adversely affect the sales of our productcandidates. If third-party payors do not consider our products to be cost-effective compared to other available therapies, they may notcover our products as a benefit under their plans or, if they do, the level of payment may not be sufficient to allow us to sell ourproducts on a profitable basis.In addition, in some non-U.S. jurisdictions, the proposed pricing for a drug must be approved before its cost may be funded withinthe respective national healthcare systems. The requirements governing drug pricing vary widely from country to country. Forexample, EU member states can restrict the range of medicinal products for which their national health insurance systems providereimbursement and may control the prices of medicinal products for human use. A member state may approve a specific price for themedicinal product or it may instead adopt a system of direct or indirect controls on the profits the medicinal product generates for thecompany placing it on the market. There can be no assurance that any country that has price controls or reimbursement limitations forpharmaceutical products will allow favorable reimbursement and pricing arrangements for any of our products on cost-effectivenessgrounds. Historically, products launched in countries in the European Union do not follow price structures of the United States andgenerally their prices tend to be significantly lower.U.S. Fraud and Abuse LawsAny present or future arrangements with third-party payors, healthcare providers and professionals and customers may expose usto broadly applicable fraud and abuse and other healthcare laws and regulations that may restrict certain marketing and contractingpractices. These laws include, and are not limited to, anti-kickback and false claims statutes.The federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)) prohibits, among other things, persons from knowingly and willfullysoliciting, receiving, offering or providing remuneration, directly or indirectly, to induce either the referral of an individual, or thefurnishing, recommending, or arranging for any good or service, for which payment may be made under federal and state healthcareprograms such as Medicare and Medicaid. Remuneration is not defined in the federal Anti-Kickback Statute and has been broadlyinterpreted to include anything of value, including for example, gifts, discounts, coupons, the furnishing of supplies or equipment,credit arrangements, payments of cash, waivers of payments, ownership interests and providing anything at less than its fair marketvalue. This statute has been broadly interpreted to apply to manufacturer arrangements with prescribers, purchasers and formularymanagers, among others.30  TABLE OF CONTENTSThe federal False Claims Act imposes civil penalties, including through civil whistleblower or qui tam actions, against individualsor entities for knowingly presenting, or causing to be presented, to the federal government, claims for payment that are false orfraudulent or making a false statement to avoid, decrease or conceal an obligation to pay money to the federal government. Thegovernment and qui tam relators have brought False Claims Act actions against pharmaceutical companies on the theory that theirpractices have caused false claims to be presented to the government. There is also a separate false claims provision imposing criminalpenalties.Other federal healthcare fraud-related laws also provide criminal liability for violations. The Criminal Healthcare Fraud statute (18U.S.C. §1347) prohibits knowingly and willfully executing a scheme to defraud any healthcare benefit program, including privatethird-party payers. Federal criminal law at 18 U.S.C. §1001, among other sections, prohibits knowingly and willfully falsifying,concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement in connection with thedelivery of or payment for healthcare benefits, items or services.Other LawsThe Health Insurance Portability and Accountability Act of 1996, or HIPAA, as amended by the Health Information Technologyfor Economic and Clinical Health Act, imposes criminal liability for executing a scheme to defraud any healthcare benefit programand also imposes obligations, including mandatory contractual terms, with respect to safeguarding the privacy, security andtransmission of individually identifiable health information.HIPAA also imposes criminal liability for knowingly and willfully falsifying, concealing or covering up a material fact or makingany materially false statements in connection with the delivery of or payment for healthcare benefits, items or services.The federal Physician Payments Sunshine Act requirements under the ACA, and its implementing regulations, requiremanufacturers of drugs, devices, biologics and medical supplies to report to the Department of Health and Human Servicesinformation related to payments and other transfers of value made to covered recipients, such as physicians and teaching hospitals, andphysician ownership and investment interests. Payments made to physicians and research institutions for clinical trials are includedwithin the ambit of this law.A number of states also have statutes or regulations similar to the federal Anti-Kickback Statute and False Claims Act that apply toitems and services reimbursed under Medicaid and other state programs. Some state anti-kickback statutes apply not just togovernment payors, but to all payors, including commercial payors.EmployeesAs of December 31, 2016, we had 456 employees, including 169 in research and development, 137 in our commercialorganization, 66 in our medical affairs group and 84 in general and administrative supporting functions. Geographically, 332 of ouremployees were based in the United States and 124 were based outside the United States. None of our employees are represented by alabor union and we consider our employee relations to be good.Corporate InformationWe were incorporated in the State of Delaware on September 4, 2002. Our principal executive offices are located at 450 West 15 thStreet, Suite 505, New York, NY 10011, and our telephone number is (646) 747-1000. We also have administrative offices in SanDiego, California and London, United Kingdom.Our corporate website address is www.interceptpharma.com . Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q,Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of1934, as amended, or the Exchange Act, are available free of charge on our website as soon as reasonably practicable after weelectronically file such material with, or furnish it to, the Securities and Exchange Commission. The Securities and ExchangeCommission maintains an internet site that contains our public filings with the Securities and Exchange31  TABLE OF CONTENTSCommission and other information regarding our company, at www.sec.gov. These reports and other information concerning ourcompany may also be accessed at the Securities and Exchange Commission’s Public Reference Room at 100 F Street, NE,Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the Securitiesand Exchange Commission at 1-800-SEC-0330. The contents of these websites are not incorporated into this Annual Report. Further,our references to the URLs for these websites are intended to be inactive textual reference only.Legal ProceedingsFrom time to time we are party to legal proceedings in the course of our business. We do not, however, expect any such pendinglegal proceedings to have a material adverse effect on our business, financial condition or results of operations.32  TABLE OF CONTENTSItem 1A.Risk FactorsExcept for the historical information contained herein, this Annual Report on Form 10-K contains forward-looking statements thatinvolve risks and uncertainties. These statements include projections about our accounting and finances, plans and objectives for thefuture, future operating and economic performance and other statements regarding future performance. These statements are notguarantees of future performance or events. Our actual results could differ materially from those discussed in this Annual Report onForm 10-K. Important factors that could cause or contribute to these differences include, but are not limited to, those discussed in thefollowing section, as well as those discussed in Part II, Item 7 entitled “Management’s Discussion and Analysis of FinancialCondition and Results of Operations” and elsewhere throughout this Annual Report on Form 10-K.You should consider carefully the following risk factors, together with all of the other information included in this Annual Reporton Form 10-K. If any of the following risks, either alone or taken together, or other risks not presently known to us or that wecurrently believe to not be significant, develop into actual events, then our business, financial condition, results of operations orprospects could be materially adversely affected. If that happens, the market price of our common stock could decline, andstockholders may lose all or part of their investment.Risks Related to Our Financial Position and Need for Additional CapitalWe are dependent on the successful commercialization of Ocaliva® (obeticholic acid or OCA), for primary biliary cholangitis, orPBC. To the extent Ocaliva is not commercially successful, our business, financial condition and results of operations may bematerially adversely affected and the price of our common stock may decline.Ocaliva is our only drug that has been approved for sale and it has only been approved in the United States and the EuropeanUnion for the treatment of PBC in combination with ursodiol in adults with an inadequate response to ursodiol or as monotherapy inadults unable to tolerate ursodiol.Our ability to generate profits from operations and become profitable will depend on the success of commercial sales of Ocaliva.However, the successful commercialization of Ocaliva in PBC is subject to many risks. We are currently undertaking our firstcommercial launch with Ocaliva in PBC, and there is no guarantee that we will be able to do so successfully. There are numerousexamples of unsuccessful product launches and failures to meet expectations of market potential, including by pharmaceuticalcompanies with more experience and resources than us.The commercial success of Ocaliva depends on the extent to which patients, physicians and payers accept and adopt Ocaliva as atreatment for PBC, and we do not know whether our or others’ estimates in this regard will be accurate. While we continue to conductvarious activities, such as profiling of our customers, to better understand how physicians care for PBC patients, PBC is an orphandisease in which Ocaliva represented the first new therapy in approximately 20 years. As such, there is significant uncertainty in thedegree of market acceptance Ocaliva will have in PBC. For example, if the patient population suffering from PBC is smaller than weestimate, or even if the patient population matches our estimate but Ocaliva is not widely accepted as a treatment for PBC, thecommercial potential of Ocaliva will be limited. Physicians may not prescribe Ocaliva and patients may be unwilling to use Ocaliva ifcoverage is not provided or reimbursement is inadequate to cover a significant portion of the cost. Additionally, the use of Ocaliva in anon-trial setting may result in the occurrence of unexpected or a greater incidence of side effects, adverse reactions or misuse that maynegatively affect the commercial prospects of Ocaliva. Furthermore, any negative development in any other development program ofOCA or our failure to satisfy the post-marketing regulatory commitments and requirements to which we are or may become subject,including potential modifications to and the completion of our Phase 4 COBALT trial, may adversely impact the commercial resultsand potential of Ocaliva.As a result, we cannot foresee if Ocaliva will ever be accepted as a therapy in PBC that eventually results in revenues that cansustain operations. It may take the passage of a significant amount of time to generate sufficient revenues to sustain operations even ifOcaliva becomes accepted as a therapy in PBC. Furthermore, because Ocaliva is still undergoing regulatory review outside of theUnited States and European Union, we may not be able to commercialize Ocaliva in PBC in such other jurisdictions, which may alsolimit33  TABLE OF CONTENTSour prospects. If the commercialization of Ocaliva for PBC is unsuccessful or perceived to be disappointing, the long-term prospectsof Ocaliva and our company may be significantly harmed.We have never been profitable. We expect to incur losses for the foreseeable future, and we may never achieve or sustainprofitability.We have never been profitable and do not expect to be profitable in the foreseeable future. We have incurred net losses of $412.8million, $226.4 million and $283.2 million for the years ended December 31, 2016, 2015 and 2014, respectively. To date, we havefinanced our operations primarily through public and private securities offerings and payments received under our licensing andcollaboration agreements with Sumitomo Dainippon Pharma Co., Ltd., or Sumitomo Dainippon, and Les Laboratoires Servier andInstitut de Recherches Servier, which are collectively referred to as Servier. At December 31, 2016, we had $689.4 million in cash,cash equivalents and investment securities.We have devoted substantially all of our resources to our development efforts relating to our product candidates, includingconducting clinical trials of our product candidates, providing general and administrative support for these operations, protecting ourintellectual property and engaging in activities to prepare for and commercially launch Ocaliva in PBC.We expect to continue to incur losses for the foreseeable future, and we expect these losses to increase as we continue tocommercialize Ocaliva for PBC in the United States and the European Union, seek regulatory approval for and prepare tocommercially launch Ocaliva for PBC in other jurisdictions, develop and seek regulatory approvals for OCA in nonalcoholicsteatohepatitis, or NASH, and other indications, and add infrastructure and personnel in the United States and internationally tosupport our product development and commercialization efforts and operations as a public company. We believe our prospects andability to significantly grow revenues will be dependent on our ability to successfully develop and commercialize OCA for indicationsother than PBC such as NASH. As a result, we expect a significant amount of resources to continue to be devoted to our developmentprograms for OCA.As part of our product development activities, we anticipate that we will continue our Phase 4 COBALT trial of OCA in PBCincluding any modifications to the trial as may be agreed upon with regulatory authorities, continue our Phase 3 clinical program ofOCA in NASH, including the Phase 3 REGENERATE trial in non-cirrhotic NASH patients with liver fibrosis, and continue ourAESOP Phase 2 clinical trial of OCA for primary sclerosing cholangitis, or PSC. We also expect to continue the development of OCAin additional diseases, such as biliary atresia, a rare pediatric disease characterized by deficient bile duct development for which weinitiated a Phase 2 trial in OCA called CARE. Our overall development program for OCA in NASH is expected to include a number oftrials, such as a Phase 2 clinical trial, referred to as the CONTROL trial, to assess the lipid metabolic effects of OCA and the effects ofconcomitant statin administration in NASH patients. Furthermore, we recently completed a Phase 1 clinical trial for INT-767, anearlier stage product candidate, and we expect to incur further expenses as we continue to develop INT-767. Our expenses couldincrease if we are required by the U.S. Food and Drug Administration, or FDA, or the European Medicines Agency, or EMA, toperform studies or trials in addition to those currently expected, or if there are any delays in completing our clinical trials or thedevelopment of any of our product candidates.If OCA or any of our other product candidates fails in clinical trials or does not gain regulatory approval, or if our productcandidates do not achieve market acceptance, we may never become profitable. Our net losses and negative cash flows have had, andwill continue to have, an adverse effect on our stockholders’ equity and working capital. Because of the numerous risks anduncertainties associated with pharmaceutical product development and commercialization, we are unable to accurately predict thetiming or amount of increased expenses or when, or if, we will be able to achieve profitability. The amount of future net losses willdepend, in part, on the rate of future growth of our expenses and our ability to generate revenues.We will require substantial additional funding, which may not be available to us on acceptable terms, or at all, and, if not soavailable, may require us to delay, limit, reduce or cease our operations.We are currently advancing OCA through clinical development for multiple indications and other product candidates throughvarious stages of clinical and preclinical development. Developing pharmaceutical products, including conducting preclinical studiesand clinical trials, is expensive.34  TABLE OF CONTENTSIn addition, subject to obtaining regulatory approval of any of our product candidates, we expect to incur significantcommercialization expenses for product sales, marketing, manufacturing and distribution. We have incurred and anticipate incurringsignificant expenses as we continue to commercialize Ocaliva in PBC, including significant expenses relating to our sales, marketing,distribution and drug manufacturing activities. As part of our longer-term strategy, we also anticipate incurring expenses in connectionwith increases in our product development, scientific, commercial and administrative personnel and expansion of our facilities andinfrastructure in the United States and abroad. We expect to incur additional costs associated with operating as a public company andfurther plan on expanding our operations in the United States, Europe and in certain other countries.As of December 31, 2016, we had $689.4 million in cash, cash equivalents and investment securities. We currently projectadjusted operating expenses in the range of $380 million to $420 million in the fiscal year ending December 31, 2017, which excludesstock-based compensation and other non-cash items. These expenses are planned to support the continued commercialization ofOcaliva in PBC in the United States and other markets, continued clinical development for OCA in PBC and NASH and the continueddevelopment of INT-767 and our other earlier stage pipeline programs. We may make additional investments over 2017 as ourbusiness evolves. Accordingly, we will continue to require substantial additional capital in connection with our continuing operations,including continuing our clinical development and commercialization activities, despite having started to generate revenues fromproduct sales. Because successful development and commercialization of our products and product candidates is uncertain, we areunable to estimate the actual funds required to complete the research and development and commercialization of our products andproduct candidates.Adjusted operating expense is a financial measure not calculated in accordance with U.S. generally accepted accounting principles,or GAAP. We anticipate that stock-based compensation expense will represent the most significant non-cash item that is excluded inadjusted operating expenses as compared to operating expenses under GAAP. See “Non-GAAP Financial Measures” for moreinformation.Due to the many variables inherent to the development and commercialization of novel therapies, such as the risks described inthis “Risk Factors” section of this annual report on Form 10-K, and our rapid growth and expansion, we currently cannot accurately orprecisely predict the duration beyond mid-2018 over which we expect our cash and cash equivalents to be sufficient to fund ouroperating expenses and capital expenditure requirements. However, we currently believe that our cash and cash equivalents will besufficient for us to:•continue the initial commercialization of Ocaliva for PBC in the United States and the European Union;•prepare for and initiate the commercial launch of Ocaliva in PBC in certain other target markets across the world, but notcommercially launch Ocaliva in PBC in other non-target countries across the world;•continue and expand our clinical development programs for OCA in PBC and NASH, such as continuing, but not completing,our planned Phase 3 clinical program for OCA in NASH, including the REGENERATE trial, and our ongoing COBALTconfirmatory clinical outcomes trial of OCA in PBC; and•advance the continued development of INT-767, for which we completed a Phase 1 clinical trial in 2016, and our preclinicalcompounds, but not completing the clinical or preclinical development needed to obtain regulatory approval for andcommercialize INT-767 or our preclinical compounds.Accordingly, we will continue to require substantial additional capital in connection with our continuing operations, includingcontinuing our commercialization plans and our research and development activities and building our global infrastructure to supportthese activities.35  TABLE OF CONTENTSThe amount and timing of our future funding requirements will depend on many factors, including:•the rate of progress and cost of our continued commercialization activities for Ocaliva in PBC in the United States andEuropean Union;•our ability to receive marketing approval of Ocaliva for PBC in countries outside of the United States and the European Unionbased on our regulatory submissions package and our work completed to date, including the willingness of the relevantregulatory authorities to accept the POISE trial, which is our completed Phase 3 clinical trial for PBC;•the degree of effort and time needed to prepare for and initiate the commercial launches of Ocaliva in PBC outside of theUnited States and the European Union if we receive marketing authorization;•the progress, costs, results of and timing of our clinical development programs for OCA in PBC, NASH and other indications,such as the sufficiency of the REGENERATE trial to be accepted as the sole pivotal trial for marketing approval or theacceptability of a surrogate endpoint for accelerated approval of OCA for the treatment of NASH and any modifications wemay be required to make to the COBALT trial as part of our post-marketing requirements to the FDA or the EMA;•the outcome, costs and timing of seeking and obtaining FDA, EMA and any other regulatory approvals;•the expansion of our research and development activities and the product candidates that we pursue, including INT-767 andour product candidates in preclinical development such as INT-777;•the expansion of our operations, personnel and the size of our company and our need to continue to expand in the longer term;•the costs associated with securing and establishing manufacturing capabilities and procuring the materials necessary for ourproducts and product candidates;•market acceptance of our products and product candidates, which may be affected by reimbursement from payors;•the costs of acquiring, licensing or investing in businesses, products, product candidates and technologies;•our ability to maintain, expand and defend the scope of our intellectual property portfolio, including the amount and timing ofany payments we may be required to make, or that we may receive, in connection with the licensing, filing, prosecution,defense and enforcement of any patents or other intellectual property rights;•the effect of competing technological and market developments; and•other cash needs that may arise as we continue to operate our business.We have no committed external sources of funding. If we are unable to obtain funding on a timely basis, we may be required tosignificantly curtail our planned activities, including research and development programs and commercialization activities.Raising additional capital may cause dilution to our stockholders, restrict our operations or require us to relinquish rights to ourtechnologies or product candidates.Until such time, if ever, as we can generate substantial product revenues, we expect to seek additional funding through acombination of equity offerings, debt financings, government or other third-party funding, marketing and distribution arrangementsand other collaborations, strategic alliances and licensing arrangements. Additional funding may not be available to us on acceptableterms or at all.The terms of any financing may adversely affect the holdings or the rights of our security holders. To the extent that we raiseadditional capital through the sale of equity or convertible debt securities, our stockholders’ ownership interest will be diluted, and theterms of these securities may include liquidation or other preferences that adversely affect the rights of our common stockholders.Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions,such36  TABLE OF CONTENTSas incurring additional debt, making capital expenditures or declaring dividends. We also could be required to seek funds througharrangements with collaborative partners or otherwise that may require us to relinquish rights to some of our technologies or productcandidates or otherwise agree to terms unfavorable to us. If we are unable to raise additional funds through equity or debt financingswhen needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts orgrant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.We have a limited operating history as a commercial organization, which may make it difficult to predict our future performance,and we expect to continue to face a number of factors that may cause operating results to fluctuate.We are a biopharmaceutical company with a limited operating history as a commercial entity. Prior to the commercial launch ofOcaliva for PBC in the United States in June 2016 and certain European countries in 2017, our operations were limited to developingour technology and undertaking preclinical studies and clinical trials of our product candidates and engaging in pre-commercialactivities for Ocaliva in PBC. We do not have approval for any of our other product candidates.While we commercially launched Ocaliva for PBC in the United States and Europe, we will need to conduct further activities todevelop and cultivate a sustainable market for our drug in this orphan disease. These efforts will continue to be expensive and time-consuming, and we cannot be certain that we will be able to successfully develop a market. For example, we will need to conductsignificant sales and marketing activities in jurisdictions where Ocaliva receives marketing approval. In the event we are unable toeffectively develop and maintain a market for Ocaliva in PBC, our ability to effectively commercialize Ocaliva would be limited, andwe would not be able to generate product revenues successfully.Furthermore, our financial condition and operating results have varied significantly in the past and are expected to continue tosignificantly fluctuate from quarter-to-quarter or year-to-year due to a variety of factors, many of which are beyond our control.Factors relating to our business that may contribute to these fluctuations include:•any delays in regulatory review and approval of our product candidates in clinical development;•delays in the commencement, enrollment and timing of clinical trials;•difficulties in identifying and treating patients suffering from our target indications, including those due to PBC and PSC beingrare diseases and NASH currently requiring an invasive liver biopsy for diagnosis;•the success of our clinical trials through all phases of clinical development, such as the success of our Phase 3 REGENERATEtrial of OCA in non-cirrhotic NASH patients with liver fibrosis;•potential side effects of Ocaliva and our other product candidates that could delay or prevent approval or cause an approveddrug to be taken off the market;•the required timeframe for us to receive and analyze data from our clinical trials;•our ability to identify and develop additional product candidates;•market acceptance of Ocaliva and our product candidates, which may be affected by the reimbursement that our productsreceive from payors;•our ability to establish and maintain an effective sales and marketing infrastructure directly or through collaborations withthird parties;•competition from existing products or new products that may emerge;•the ability of patients or healthcare providers to obtain coverage or reimbursement for our products and the extent to whichsuch coverage or reimbursement will be provided;•our ability to adhere to clinical trial requirements directly or with third parties such as contract research organizations, orCROs;•our dependency on third-party manufacturers to manufacture our products and key ingredients;37  TABLE OF CONTENTS•our ability to establish or maintain collaborations, licensing or other arrangements;•the costs to us, and our ability and our third-party collaborators’ ability to obtain, maintain and protect our intellectual propertyrights;•costs related to and outcomes of potential intellectual property, securities and other litigation;•our ability to adequately support future growth;•our ability to attract and retain key personnel to manage our business effectively;•our ability to build and improve our company’s infrastructure, systems and controls;•potential product liability claims; and•our ability to obtain and maintain adequate insurance coverageRisks Related to the Development and the Regulatory Review and Approval of Our Products and Product CandidatesWe cannot be certain if Ocaliva will receive full approval in the United States or the European Union for PBC, or that Ocaliva willbe approved for PBC in other jurisdictions. Furthermore, OCA may fail to become approved for any other indication and we maynot be able to successfully receive regulatory approval for any other product candidate. Without regulatory approval, we will not beable to market and commercialize our product candidates.The development of a product candidate and issues relating to its approval and marketing are subject to extensive regulation by theFDA in the United States, the EMA in Europe and regulatory authorities in other countries, with regulations differing from country tocountry. We are not permitted to market our product candidates in the United States or Europe until we receive approval of a NewDrug Application, or NDA, from the FDA or a Marketing Authorization Application, or MAA, from the EMA, respectively.Currently, our ability to generate revenue related to product sales will depend on the successful marketing of Ocaliva for PBC and thedevelopment and regulatory approval of OCA for the treatment NASH and our other product candidates.Ocaliva is our only drug that has been approved for sale. In the United States, Ocaliva has been approved for PBC under theaccelerated approval pathway. Accelerated approval was granted for OCA in PBC based on a reduction in alkaline phosphatase;however, an improvement in survival or disease-related symptoms has not been established. Continued approval of Ocaliva for thisindication may be contingent upon verification and description of clinical benefit in confirmatory trials. Our Phase 4 COBALTconfirmatory outcomes trial may fail to show a clinical benefit for OCA in PBC or may not satisfy the requirements of the regulatoryauthorities for other reasons.As part of the post-marketing requirements, we are discussing modifications to the COBALT trial to potentially include a broadercross-section of PBC patients with early, moderately advanced and advanced disease according to the so-called Rotterdam criteria. Wehave agreed to evaluate the safety and efficacy of Ocaliva in patients with moderate to severe hepatic impairment and as monotherapyin patients with PBC. Finally, we have also agreed to develop and characterize a lower dose formulation of Ocaliva to allow for oncedaily dosing in patients with moderate or advanced hepatic impairment.We commenced our commercial launch of Ocaliva for PBC in certain European countries in 2017 after the European Commissiongranted conditional approval for Ocaliva for the treatment of PBC. The marketing authorization in the European Union is conditionedon the completion of the COBALT trial and a trial evaluating the safety and efficacy of Ocaliva in patients with moderate to severehepatic impairment.We have filed for regulatory approval in Canada for OCA in PBC. We also plan to apply for marketing approval of Ocaliva forPBC in certain other markets across the world.We currently have no other products approved for sale and we cannot guarantee that we will ever have additional marketableproducts or that our products will be approved for use in additional indications. NDAs and MAAs must include extensive preclinicaland clinical data and supporting information to establish the product candidate’s safety and effectiveness for each desired indication.NDAs and MAAs must also include38  TABLE OF CONTENTSsignificant information regarding the chemistry, manufacturing and controls for the product. Obtaining approval of an NDA or anMAA is a lengthy, expensive and uncertain process, and we may not be successful in obtaining approval. The FDA and the EMAreview processes can take years to complete and approval is never guaranteed. Even after the submission of an NDA to the FDA, theFDA must decide whether to accept or reject the submission for filing. In addition, in June 2016, eligible members of the electorate inthe United Kingdom decided by referendum to leave the European Union, or Brexit. Since a significant proportion of the regulatoryframework in the United Kingdom is derived from European Union directives and regulations, the referendum could materially changethe regulatory regime applicable to our operations, including with respect to the approval of our product candidates.Approvals may also be conditional upon the completion of one or more clinical trials. In addition, delays in approvals or rejectionsof marketing applications in the United States, Europe or other countries may be based upon many factors, including regulatoryrequests for additional analyses, reports, data, preclinical studies and clinical trials, regulatory questions regarding differentinterpretations of data and results, changes in regulatory policy during the period of product development and the emergence of newinformation regarding our product candidates or other products. Regulatory approval is also dependent on successfully passingregulatory inspection of our company, our clinical sites and key vendors and to ensure compliance with applicable good clinical,laboratory and manufacturing practices regulation. Critical findings could jeopardize or delay the approval of the NDA or MAA.We will also be required to finalize the negotiations and discussions on our product labels for the respective jurisdictions in whichwe seek regulatory approval. Even if a product is approved, the FDA or the EMA, as the case may be, may limit the indications or usesfor which the product may be marketed, require extensive warnings on the product labeling or require expensive and time-consumingclinical trials or reporting as conditions of approval. Also, regulatory approval for any of our product candidates may be withdrawn.Regulatory authorities in countries outside of the United States and Europe also have requirements for approval of drug candidateswith which we must comply prior to marketing in those countries. Obtaining regulatory approval for marketing of a product candidatein one country does not ensure that we will be able to obtain regulatory approval in any other country.We will need to complete a number of clinical trials and other studies for the continued development of OCA in indications otherthan PBC. For example, we currently have ongoing our Phase 3 REGENERATE trial of OCA in non-cirrhotic NASH patients withliver fibrosis and our Phase 2 CONTROL trial to characterize the lipid metabolic effects of OCA and cholesterol management effectsof concomitant statin administration in NASH patients. We also intend to conduct additional trials in NASH, such as one in NASHpatients with cirrhosis. In each of these cases, our ability to obtain the approvals necessary to commercialize our product candidateswill depend on our ability to conduct and complete these additional trials as well as assemble various other data to complete ourregulatory filings for OCA in the relevant indication or patient population.There can be no assurance that we will be able to receive marketing approval for OCA in PBC in jurisdictions outside of theUnited States and the European Union or marketing approval for OCA in NASH or any other indication. We cannot predict whetherour trials and studies as to NASH or any other indication or patient population will be successful or whether regulators will agree withour conclusions regarding the preclinical studies and clinical trials we have conducted to date or require us to conduct additionalstudies or trials. For example, while OCA received breakthrough therapy designation from the FDA in January 2015 for the treatmentof NASH patients with liver fibrosis, we do not know if one pivotal clinical trial will be sufficient for marketing approval or ifregulators will ultimately agree to a surrogate endpoint for accelerated approval of OCA for the treatment of NASH. While the interimanalysis for the REGENERATE trial will be based on a histological endpoint as was the case in the Phase 2b clinical trial for thetreatment of NASH, known as the FLINT trial, sponsored by the U.S. National Institute of Diabetes and Digestive and KidneyDiseases, or NIDDK, a part of the National Institutes of Health, our Phase 3 REGENERATE trial has different trial designs. Forexample, upon the finalization of a protocol amendment underway, the primary endpoint for the interim analysis for REGENERATEmay be achieved based on one of: (i) the proportion of OCA-treated patients relative to placebo achieving at least one stage of liverfibrosis improvement with no worsening of NASH or (ii) the proportion of OCA-treated patients relative to placebo achieving NASHresolution with no39  TABLE OF CONTENTSworsening of liver fibrosis. Furthermore, we selected a definition for NASH resolution for the trial, which defines a responder as apatient achieving a histologic score of 0 for ballooning and 0 or 1 for inflammation. The REGENERATE trial will also remain blindedafter the interim analysis and continue to follow patients until the occurrence of a pre-specified number of adverse liver-related clinicalevents, including progression to cirrhosis, to confirm clinical benefit on a post-marketing basis. While the statistical analysis plannedfor our REGENERATE trial is designed based on the data from the FLINT trial, the differences in the two trials may limit the utilityof using FLINT as a basis for the design of the REGENERATE trial.Furthermore, the Phase 2 dose ranging trial of OCA in 200 adult NASH patients in Japan conducted by our collaborator,Sumitomo Dainippon, did not meet its primary endpoint with statistical significance. In this trial, there was a dose dependent, althoughnot statistically significant, increase in the percentage of OCA treated patients compared to placebo who achieved the primaryendpoint (p=0.053). In addition, no difference was seen in fibrosis improvement in the OCA groups compared to placebo. The baselinecharacteristics between the patients in the Japanese Phase 2 trial conducted by Sumitomo Dainippon were distinct in a number of waysfrom those of the Western patients included in the Phase 2b FLINT trial conducted by NIDDK. For example, differences wereobserved among the patient population at baseline in relation to gender mix and metabolic factors like weight, diabetes status,dyslipidemia and hypertension. While our REGENERATE trial was designed based on the results of the FLINT trial and is anticipatedto enroll a predominantly Western NASH patient population, the results of the FLINT trial may not be replicated in ourREGENERATE trial. Although Sumitomo Dainippon has informed us that it is exploring the initiation of its registrational trials forOCA in NASH patients intended to support the registration of this indication in Japan, the results may not be an improvement ascompared to those from the Phase 2 trial on Japanese NASH patients and there is no assurance that Sumitomo Dainippon will initiateany registrational trials.If we are unable to obtain approval from the FDA, the EMA or other regulatory agencies for OCA and our other productcandidates, or if, subsequent to approval, we are unable to successfully commercialize OCA or our other product candidates, we willnot be able to generate sufficient revenue to become profitable or to continue our operations.We are developing product candidates for the treatment of rare diseases or diseases for which there are no or limited therapies,such as PBC, NASH and PSC, and for some of which there is little clinical experience, and our development approach involvesnew endpoints and methodologies. As a result, there is increased risk that we will not be able to gain agreement with regulatoryauthorities regarding an acceptable development plan, the outcome of our clinical trials will not be favorable or that, even iffavorable, regulatory authorities may not find the results of our clinical trials to be sufficient for marketing approval.We are focused on developing therapeutics for the treatment of rare diseases and diseases for which there are no treatments. As aresult, the design and conduct of clinical trials for these diseases and other indications we may pursue will be subject to increased risk.The FDA generally requires two pivotal clinical trials to approve an NDA. Furthermore, for full approval of an NDA, the FDArequires a demonstration of efficacy based on a clinical benefit endpoint. Under Subpart H regulations, the FDA can grant acceleratedapproval based on a surrogate reasonably likely to predict clinical benefit. Even if results from our planned pivotal clinical trials for aspecific indication are highly significant and we believe reasonably likely to predict clinical benefit, the FDA may not accept theresults of such trials and grant accelerated approval of our product candidate for such indication.Even if we receive accelerated approval for any of our product candidates, we may be required to conduct a post-approval clinicaloutcomes trial to confirm the clinical benefit of the product candidate by demonstrating the correlation of biochemical therapeuticresponse in patients with a significant reduction in adverse clinical outcomes over time. If a confirmatory clinical outcomes trial isrequired, we may be required to have the trial be substantially underway at the time we submit an NDA. It is possible that our NDAsubmission for regulatory approval will not be accepted by the FDA for review or, even if it is accepted for review, that there may bedelays in the FDA’s review process and that the FDA may determine that our NDA40  TABLE OF CONTENTSdoes not merit the approval of the product candidate, in which case the FDA may require that we conduct and/or complete additionalclinical trials and preclinical studies before it will reconsider our application for approval.Following discussions with regulatory authorities, we initiated our COBALT clinical outcomes confirmatory trial in PBC inDecember 2014 prior to the approval of Ocaliva. We are currently discussing modifications to the COBALT trial to potentially includea broader cross-section of PBC patients with early, moderately advanced and advanced disease according to the so-called Rotterdamcriteria. We have agreed to evaluate the safety and efficacy of Ocaliva in patients with moderate to severe hepatic impairment and asmonotherapy in patients with PBC. We have agreed to similar requirements with the EMA as part of the conditional approval ofOcaliva in PBC in Europe. We may be required to conduct other post-marketing studies based on our regulatory interactions withother regulatory agencies across the world. There can be no assurance that our COBALT trial or other trials conducted as part of ourpost-marketing obligations will confirm that the surrogate endpoints used for accelerated approval will eventually show an adequatecorrelation with clinical outcomes. If any such trial fails to show such adequate correlation, we may not be able to maintain ourpreviously granted marketing approval for Ocaliva in PBC.Our marketing authorization in the European Union for Ocaliva for the treatment of PBC is not a full approval and is conditionalon post-approval studies. Our ability to obtain and maintain conditional marketing authorization in the European Union will be limitedto specific circumstances and subject to several conditions and obligations, if obtained at all, including the completion of one or moreclinical outcome trials to confirm the clinical benefit of Ocaliva in PBC. Conditional marketing authorizations based on incompleteclinical data may be granted for a limited number of listed medicinal products for human use, including products designated as orphanmedicinal products under European Union law, if (1) the risk-benefit balance of the product is positive, (2) it is likely that theapplicant will be in a position to provide the required comprehensive clinical trial data, (3) unmet medical needs will be fulfilled and(4) the benefit to public health of the immediate availability on the market of the medicinal product outweighs the risk inherent in thefact that additional data are still required. Specific obligations, including with respect to the completion of ongoing or new studies, andwith respect to the collection of pharmacovigilance data, may be specified in the conditional marketing authorization. Conditionalmarketing authorizations are valid for one year, and may be renewed annually, if the risk-benefit balance remains positive, and after anassessment of the need for additional or modified conditions.Our ongoing Phase 3 REGENERATE trial of OCA in non-cirrhotic NASH patients with liver fibrosis, incorporates an interimprimary surrogate endpoint that may serve as the basis for a supplemental NDA filing for accelerated approval in the United States andapproval in Europe. Accelerated approval in the United States and conditional approval in the European Union for OCA in NASH aresubject to similar risks as discussed above in relation to OCA for PBC. The primary endpoint in the Phase 2b FLINT trial of OCA inNASH patients was based on liver biopsy and was defined as an improvement of two or more points in the NAFLD activity score (asystem of scoring the histopathological features in the liver), or NAS, with no worsening of liver fibrosis. In contrast, upon thefinalization of a protocol amendment underway, the primary endpoint for the interim analysis for REGENERATE may be achievedbased on one of: (i) the proportion of OCA-treated patients relative to placebo achieving at least one stage of liver fibrosisimprovement with no worsening of NASH or (ii) the proportion of OCA-treated patients relative to placebo achieving NASHresolution with no worsening of liver fibrosis. Furthermore, we selected a definition for NASH resolution for the trial, which defines aresponder as a patient achieving a histologic score of 0 for ballooning and 0 or 1 for inflammation. Currently, other biopharmaceuticalcompanies are enrolling or have initiated trials in certain subpopulations of NASH patients based on different endpoints from those inthe FLINT and REGENERATE trials. Although the FDA acknowledged at recent workshops the possibility of granting acceleratedapproval for NASH therapies using surrogate endpoints, with potential examples including histological improvement, using the NASor another scoring system, histological resolution of NASH, or improvements in fibrosis in pre-cirrhotic patients with NASH, the FDAdid not provide any formal regulatory guidance on approvable endpoints and may not accept a surrogate endpoint for OCA for thetreatment of NASH.41  TABLE OF CONTENTSIt is possible that if we seek marketing approval of OCA for non-cirrhotic NASH patients with liver fibrosis based on the interimresults of our REGENERATE trial, our NDA submission may not be accepted by the FDA for review or, even if accepted for review,there may be delays in the FDA’s review process and the FDA may determine that our NDA does not merit the approval of OCA forthe treatment of non-cirrhotic NASH patients. The FDA may also require that we continue our REGENERATE trial until its fullcompletion to assess potential benefits of OCA treatment on liver-related and other clinical outcomes. Our regulatory pathway forOCA for the treatment of NASH will depend upon our discussions with the FDA and EMA. As a result, we may face difficulty indesigning an acceptable registration strategy around REGENERATE or any other trials in different subpopulations of NASH patients.In addition, since the design of the REGENERATE trial deviates from that of the FLINT trial, there is an increased risk that the resultsof the REGENERATE trial would differ from the FLINT results.The EMA and regulatory authorities in other countries in which we may seek approval for, and market, OCA or our other productcandidates may require additional preclinical studies and/or clinical trials prior to granting approval. It may be expensive and timeconsuming to conduct and complete additional preclinical studies and clinical trials that the FDA, EMA and other regulatoryauthorities may require us to perform. As such, any requirement by the FDA, EMA or other regulatory authorities that we conductadditional preclinical studies or clinical trials could materially and adversely affect our business, financial condition and results ofoperations. Furthermore, even if we receive regulatory approval of OCA for the treatment of any of our targeted indications, thelabeling for our product candidates in the United States, Europe or other countries in which we seek approval may include limitationsthat could impact the commercial success of our product candidates.Delays in the commencement, enrollment and completion of clinical trials could result in increased costs to us and delay or limitour ability to obtain regulatory approval for OCA and our other product candidates.Delays in the commencement, enrollment and completion of clinical trials could increase our product development costs or limitthe regulatory approval of our product candidates. We currently have underway a number of trials including our Phase 4 COBALTclinical outcomes confirmatory trial of OCA in PBC, our Phase 2 AESOP trial of OCA in PSC, our Phase 3 REGENERATE trial ofOCA in NASH, our Phase 2 CARE trial of OCA in biliary atresia and our Phase 2 CONTROL trial to assess the lipid metabolic effectsof OCA and the effects of concomitant statin administration in NASH patients. The results from these trials may not be available whenwe expect or we may be required to conduct additional clinical trials or preclinical studies not currently planned to receive approvalfor OCA as a treatment for the related indication. In addition, our clinical programs are subject to a number of variables andcontingencies, such as the results of other trials, patient enrollments or regulatory interactions that may result in a change in timing. Assuch, we do not know whether any future trials or studies of our other product candidates will begin on time or will be completed onschedule, if at all.The commencement, enrollment and completion of clinical trials can be delayed or suspended for a variety of reasons, including:•inability to obtain sufficient funds required for a clinical trial or lack of adequate funding to continue the clinical trial due tounforeseen costs or other business decisions;•inability to reach agreements on acceptable terms with prospective CROs and trial sites, the terms of which can be subject toextensive negotiation and may vary significantly among different CROs and trial sites;•clinical holds, other regulatory objections to commencing or continuing a clinical trial or the inability to obtain regulatoryapproval to commence a clinical trial in countries that require such approvals;•discussions with the FDA or non-U.S. regulators regarding the scope or design of our clinical trials, which may occur atvarious times, including subsequent to the initiation of the clinical trial;•inability to identify and maintain a sufficient number of trial sites, many of which may already be engaged in other clinicaltrial programs, including some that may be for the same indications targeted by our product candidates;42  TABLE OF CONTENTS•the delay in receiving results from or the failure to achieve the necessary results in other clinical trials;•inability to obtain approval from institutional review boards, or IRBs, to conduct a clinical trial at their respective sites;•severe or unexpected drug-related adverse effects experienced by patients or any determination that a clinical trial presentsunacceptable health risks;•a breach of the terms of any agreement with, or for any other reason by, current or future collaborators that have responsibilityfor the clinical development of any of our product candidates, including Sumitomo Dainippon and Servier or investigatorsleading clinical trials on our product candidates;•inability to timely manufacture sufficient quantities of the product candidate required for a clinical trial;•difficulty recruiting and enrolling patients to participate in clinical trials for a variety of reasons, including meeting theenrollment criteria for our trial, the rarity of the disease or the characteristics of the population being studied, the risks ofprocedures that may be required as part of the trial, such as a liver biopsy, and competition from other clinical trial programsfor the same indications as our product candidates; and•inability to retain enrolled patients after a clinical trial is underway.For example, our REGENERATE trial is a large and complex Phase 3 clinical trial in a disease without any approved therapies andinvolves serial liver biopsies. Based on the planned revisions to the protocol for REGENERATE, we have updated our guidance thatwe are aiming to complete enrollment of our interim analysis cohort by mid-2017. While we continuously evaluate and implement avariety of options to complete enrollment as quickly as possible, there can be no assurance that we will be able to enroll a sufficientnumber of patients or complete the interim analysis or the trial on a timely basis.In addition, if we or any of our collaborators are required to conduct additional clinical trials or other preclinical studies of ourproduct candidates beyond those contemplated, our ability to obtain regulatory approval of these product candidates and generaterevenue from their sales would be similarly harmed.Clinical failure can occur at any stage of clinical development. The results of earlier clinical trials are not necessarily predictive offuture results and any product candidate we, Sumitomo Dainippon, Servier or our potential future collaborators advance throughclinical trials may not have favorable results in later clinical trials or receive regulatory approval.Clinical failure can occur at any stage of our clinical development. Clinical trials may produce negative or inconclusive results,and we or our collaborators may decide, or regulators may require us, to conduct additional clinical trials or preclinical studies. Inaddition, data obtained from trials and studies are susceptible to varying interpretations, and regulators may not interpret our data asfavorably as we do, which may delay, limit or prevent regulatory approval. Success in preclinical studies and early clinical trials doesnot ensure that subsequent clinical trials will generate the same or similar results or otherwise provide adequate data to demonstratethe efficacy and safety of a product candidate. A number of companies in the pharmaceutical industry, including those with greaterresources and experience than us, have suffered significant setbacks in Phase 3 clinical trials and at other stages of clinicaldevelopment, even after seeing promising results in earlier clinical trials.In addition, the design of a clinical trial can determine whether its results will support approval of a product and flaws in the designof a clinical trial may not become apparent until the clinical trial is well-advanced. We may be unable to design and execute a clinicaltrial to support regulatory approval. Further, clinical trials of potential products often reveal that it is not practical or feasible tocontinue development efforts. If OCA or our other product candidates are found to be unsafe or lack efficacy for any indication, wewill not be able to obtain regulatory approval for them, and our prospects and business may be materially and adversely affected.43  TABLE OF CONTENTSIn some instances, there can be significant variability in safety and/or efficacy results between different trials of the same productcandidate due to numerous factors, including changes or differences in trial protocols, differences in composition of the patientpopulations, adherence to the dosing regimen and other trial protocols and the rate of dropout among clinical trial participants. We donot know whether any Phase 2, Phase 3 or other clinical trials we or any of our collaborators may conduct will demonstrate consistentor adequate efficacy and safety to obtain regulatory approval to market our product candidates. If we are unable to bring any of ourcurrent or future product candidates to market, or to acquire any marketed, previously approved products, our ability to create long-term stockholder value will be limited.Although Ocaliva has received accelerated approval in the United States and conditional approval in the European Union, its fullapproval depends on the results of post-marketing clinical trials, including the Phase 4 COBALT trial. We cannot assure you that thesetrials will demonstrate a correlation of biochemical therapeutic response in patients taking Ocaliva with a significant reduction inadverse clinical events over time.In December 2014, we received comprehensive datasets from the FLINT trial, which met its primary endpoint with statisticalsignificance. In October 2015, we announced that the Phase 2 dose ranging trial of OCA in the Sumitomo Dainippon Phase 2 trial didnot meet its primary endpoint with statistical significance. In this trial, there was a dose dependent, although not statisticallysignificant, increase in the percentage of OCA treated patients compared to placebo who achieved the primary endpoint (p=0.053). Inaddition, no difference was seen in fibrosis improvement in the OCA groups compared to placebo. The Phase 2 trial in NASHconducted in Japan by our collaborator Sumitomo Dainippon involved different doses of OCA being administered to the trial subjectsthan those utilized in FLINT. Furthermore, the baseline characteristics between the patients in the Japanese Phase 2 trial conducted bySumitomo Dainippon were distinct in a number of ways from those of the Western patients included in FLINT. While ourREGENERATE trial was designed based on the results of the FLINT trial and is anticipated to enroll a predominantly Western NASHpatient population, the results of the FLINT trial may not be replicated in our REGENERATE trial. In addition, since the design of theREGENERATE trial deviates from that of the FLINT trial, there is an increased risk that the results of the REGENERATE trial woulddiffer from the FLINT results. Even though OCA has been granted breakthrough therapy designation by the FDA, we do not know ifone pivotal clinical trial will be sufficient for marketing approval or if regulators will agree to a surrogate endpoint for acceleratedapproval of OCA for the treatment of NASH. As a result, it may take longer than anticipated to initiate and complete the Phase 3REGENERATE trial or our Phase 3 program in NASH for other patient subpopulations.Our product candidates may have undesirable side effects which may delay or prevent marketing approval, or, if approval isreceived, require our product candidates to be taken off the market, require them to include safety warnings or otherwise limit theirsales.OCA has been shown to be a potent agonist of the farnesoid X receptor, or FXR. With the exception of the endogenous human bileacid chenodeoxycholic acid, or CDCA, and cholic acid, there are no approved FXR agonists and the adverse effects from long-termexposure to this drug class are unknown. Unforeseen side effects from any of our product candidates could arise either during clinicaldevelopment or, if approved, after the approved product has been marketed.The most common side effects observed in clinical trials of OCA in PBC were pruritus, or itching, fatigue, headaches, nausea,constipation and diarrhea. In our Phase 2 PBC clinical trial of OCA in combination with ursodiol, approximately 8% of the patientsenrolled in the 10 mg and 25 mg dose groups withdrew from the trial due to severe pruritus. At the 50 mg dose, approximately 25% ofthe patients withdrew from the trial due to severe pruritus. In our POISE trial, pruritus, generally mild to moderate, was the mostfrequently reported adverse event associated with OCA treatment and was observed in 38% of patients on placebo, 70% of patients inthe 10 mg OCA group and 56% of patients in the OCA titration group (5 mg to 10 mg). Eight patients discontinued due to pruritus, ofwhom none were in the placebo group, seven (10%) patients were in the 10 mg OCA group and one (1%) patient was in the OCAtitration group. Pruritus also has been observed in other clinical trials of OCA. Decreases in HDL cholesterol were also observedduring treatment in the POISE trial. In our Phase 2 trials for OCA in PBC, a dose-response relationship was observed for theoccurrence of liver-related adverse reactions, including jaundice, ascites and primary biliary cholangitis flare with dosages of OCA of10 mg once daily to 50 mg once daily (up to 5-times the highest44  TABLE OF CONTENTSrecommended dosage), as early as one month after starting treatment with OCA. The European label for Ocaliva also notes thatelevations in alanine amino transferase and aspartate aminotransferase were observed in patients treated with OCA.Ocaliva is contraindicated for patients with complete biliary obstruction in the United States and the European Union. For patientswith moderate or severe hepatic impairment, who represent approximately 3% of PBC patients, the U.S. label for Ocaliva in PBCincludes an adjustment in the dosing regimen and the EU label recommends an adjusted dosing regimen due to potential exposurelevels in this population. For patients with HDL reductions and no response to Ocaliva after one year at the maximum tolerated dose,the U.S. label asks prescribing physicians to weigh the risks against the benefits of continuing treatment.Based on information in the manuscript for the FLINT trial published in November 2014, pruritus occurred more frequently in theOCA treatment group than in the placebo treatment group (23% vs. 6%, p < 0.001) and at a higher grade (predominately moderatepruritus), but resulted in only one patient discontinuation in the OCA treatment group. In the FLINT trial, OCA treatment wasassociated with changes in serum lipid levels, including increases in total cholesterol and LDL cholesterol and a decrease in HDLcholesterol, that were observed within 12 weeks of initiating treatment, peaked and then decreased in magnitude while on treatment,and reversed further during the 24-week post-treatment period. As previously disclosed, these changes in cholesterol levels, along withachieving the pre-defined efficacy criteria, played a role in the decision of the FLINT data and safety monitoring board to terminatethe treatment phase of FLINT, and the publication of the FLINT results has noted the need for further study of these changes. InDecember 2015, we initiated CONTROL, a Phase 2 trial characterizing the lipid metabolic effects of OCA and cholesterolmanagement effects of concomitant statin administration in NASH patients. We completed enrollment of the targeted number ofpatients for our CONTROL trial in October 2016. There were two patient deaths in the FLINT trial, and neither death was consideredrelated to OCA treatment.Additional or unforeseen side effects from OCA or any of our other product candidates could arise either during clinicaldevelopment or, if approved, after the approved product has been marketed. With the approval of Ocaliva in PBC, OCA will be usedin an environment that is less rigorously controlled than in clinical studies. If new side effects are found, if known side effects areshown to be more severe than previously observed or if OCA is shown to have other unexpected characteristics, we may need toabandon our development of OCA for NASH, PSC, biliary atresia and other potential indications. Furthermore, our commercial effortsfor Ocaliva in PBC may be materially and adversely affected.The range and potential severity of possible side effects from systemic therapies is significant. The results of future clinical trialsmay show that our product candidates cause undesirable or unacceptable side effects, which could interrupt, delay or halt clinicaltrials, and result in delay of, or failure to obtain, marketing approval from the FDA and other regulatory authorities, or result inmarketing approval from the FDA and other regulatory authorities with restrictive label warnings.In addition, our drug candidates are being developed as potential treatments for severe, life threatening diseases and, as a result,our trials will necessarily be conducted in a patient population that will be more prone than the general population to exhibit certaindisease states or adverse events. It is also possible that patients receiving treatment from OCA or our drug candidates for the labeledindication may suffer from other concomitant illnesses that may increase the likelihood of certain adverse events. It may be difficult todiscern whether certain events or symptoms observed during our trials were due to our drug candidates or placebo, resulting in ourcompany and our development programs being negatively affected even if such events or symptoms are ultimately determined to beunlikely related to our drug candidates. We further cannot assure you that additional or more severe adverse side effects with respectto OCA will not develop in future clinical trials, which could delay or preclude regulatory approval of OCA or limit its commercialuse.45  TABLE OF CONTENTSIf any of our product candidates receives marketing approval and we or others later identify undesirable or unacceptable sideeffects caused by such products:•regulatory authorities may require the addition of labeling statements, specific warnings, a contraindication or field alerts tophysicians and pharmacies;•we may be required to change instructions regarding the way the product is administered, conduct additional clinical trials orchange the labeling of the product;•we may be subject to limitations on how we may promote the product;•sales of the product may decrease significantly;•regulatory authorities may require us to take our approved product off the market;•we may be subject to litigation or product liability claims; and•our reputation may suffer.Breakthrough therapy designation for OCA may not lead to faster development or regulatory processes nor does it increase thelikelihood that OCA will receive marketing approval for NASH.If a drug is intended for the treatment of a serious or life-threatening condition and preliminary clinical evidence indicates that thedrug may demonstrate substantial improvement over existing therapies on one or more clinically significant endpoints, such assubstantial treatment effects observed early in clinical development, the FDA may grant a breakthrough therapy designation.Breakthrough therapy designation is intended to facilitate the development, and expedite the review of such drugs, but thebreakthrough therapy designation does not assure any such qualification or ultimate marketing approval by the FDA.In January 2015, we received breakthrough therapy designation for OCA in the treatment of NASH patients with fibrosis.However, there is no guarantee that the receipt of breakthrough therapy designation will result in a faster development process, reviewor approval for OCA in fibrotic NASH patients or increase the likelihood that OCA will be granted marketing approval for fibroticNASH patients. Likewise, any future breakthrough therapy designation for any other potential indication of OCA neither guarantees afaster development process, review or approval nor improves the likelihood of the grant of marketing approval by FDA for any suchpotential indication of OCA compared to drugs considered for approval under conventional FDA procedures. In addition, the FDAmay withdraw any breakthrough therapy designation at any time. We may seek a breakthrough therapy designation for other of ourproduct candidates, but the FDA may not grant this status to any of our proposed product candidates.We may not be able to obtain or maintain orphan drug exclusivity for our product candidates, if approved, which would cause ourrevenues to suffer.Regulatory authorities in some jurisdictions, including the United States and Europe, may designate drugs and biologics forrelatively small patient populations as orphan drugs. Under the Orphan Drug Act, the FDA may designate a product as an orphan drugif it is a drug or biologic intended to treat a rare disease or condition, which is generally defined as a patient population of fewer than200,000 individuals annually in the United States.Generally, if a product with an orphan drug designation subsequently receives the first marketing approval for the indication forwhich it has such designation, the product is entitled to a period of marketing exclusivity, which precludes the EMA or the FDA fromapproving another marketing application for the same product for that time period. The applicable period is seven years in the UnitedStates and ten years in Europe. The European exclusivity period can be reduced to six years if a product no longer meets the criteriafor orphan drug designation or if the product is sufficiently profitable so that market exclusivity is no longer justified.Orphan drug exclusivity may be lost if the FDA or EMA determines that the request for designation was materially defective or ifthe manufacturer is unable to assure sufficient quantity of the product to meet the needs of patients with the rare disease or condition.In addition, it is possible that orphan marketing exclusivity attaching to the marketing authorization will be reduced to six years if, atthe end of the fifth year46  TABLE OF CONTENTSfollowing the receipt of marketing authorization, the EMA and the Committee for Orphan Medicinal Products determine that theproduct does not satisfy the requisite criteria including demonstration of significant clinical benefit (having regard to requirements setout in the applicable EU regulations and guidance) where it is shown based on the available evidence that the product is sufficientlyprofitable to justify not to maintain the marketing exclusivity.The failure to maintain orphan status may impact our ability to receive a premium price for OCA or our other products and maysubject us to mandatory price discounts in Europe. In addition, our ability to launch in Europe may be delayed and we may lose otherbenefits such as tax exemptions for sales. As such, the loss of orphan drug status may have a negative effect on our ability tosuccessfully commercialize our products, earn revenues and achieve profitability.Even if we obtain orphan drug exclusivity for a product, that exclusivity may not effectively protect the product from competitionbecause different products can be approved for the same condition. Even after an orphan drug is approved, the FDA and EMA cansubsequently approve the later product for the same condition if the FDA concludes that the later product is clinically superior in thatit is shown to be safer, more effective or makes a major contribution to patient care.If the FDA and EMA and other regulatory agencies do not approve the manufacturing facilities of our future contractmanufacturers for commercial production on a timely basis or at all, we may not be able to commercialize any of our productcandidates or commercialization of our product candidates could be delayed.We do not intend to manufacture the pharmaceutical products that we plan to sell. We currently have agreements with a contractmanufacturer for the production of the active pharmaceutical ingredients and the formulation of sufficient quantities of drug productfor commercial sales and for our clinical trials and preclinical studies that we plan to conduct prior to and after seeking regulatoryapproval. If our contract manufacturer should cease to provide services to us for any reason, we likely would experience delays inadvancing our clinical trials while we identify and qualify one or more replacement suppliers and we may be unable to obtainreplacement supplies on terms that are favorable to us.We currently have a long-term supply agreement with PharmaZell GMBH for the manufacture of commercial supply for Ocaliva.While we have procured sufficient supplies for the commercial launch of Ocaliva in PBC, we may not be able to procure sufficientsupplies of Ocaliva on a continued basis. We are also seeking to qualify one or more back-up suppliers for our active ingredients;however, we may not be able to enter into additional long-term commercial supply agreements for OCA with other third-partymanufacturers. We do not have agreements for long-term supplies of any of our other product candidates. We currently obtain thesesupplies and services from our third-party contract manufacturers on a purchase order basis.Additionally, the facilities used by any contract manufacturer to manufacture OCA or any of our other product candidates must bethe subject of a satisfactory inspection before the FDA or the regulators in other jurisdictions approve the product candidatemanufactured at that facility. We are completely dependent on these third-party manufacturers for compliance with the requirementsof U.S. and non-U.S. regulators for the manufacture of our finished products. If our manufacturers cannot successfully manufacturematerial that conform to our specifications and current good manufacturing practice requirements of any governmental agency whosejurisdiction to which we are subject, our product candidates will not be approved or, if already approved, may be subject to recalls.Reliance on third-party manufacturers entails risks to which we would not be subject if we manufactured the product candidates,including:•the possibility that we are unable to enter into or renew a manufacturing agreement with a third party to manufacture OCA orour product candidates;47  TABLE OF CONTENTS•the possible breach of the manufacturing agreements by the third parties because of factors beyond our control; and•the possibility of termination or nonrenewal of the agreements by the third parties before we are able to arrange for a qualifiedreplacement third-party manufacturer.Any of these factors could cause the delay of approval or disruption of commercialization of our product candidates, cause us toincur higher costs, prevent us from commercializing our product candidates successfully or disrupt the supply of our products aftercommercial launch. Furthermore, if any of our product candidates are approved and contract manufacturers fail to deliver the requiredcommercial quantities of finished product on a timely basis and at commercially reasonable prices and we are unable to find one ormore replacement manufacturers capable of production at a substantially equivalent cost, in substantially equivalent volumes andquality and on a timely basis, we would likely be unable to meet demand for our products and could lose potential revenue. It may takeseveral years to establish an alternative source of supply for our product candidates and to have any such new source approved by thegovernment agencies that regulate our products.Even if our product candidates receive regulatory approval, we will still be subject to strict regulatory requirements governingmanufacturing and marketing of our products and, as a result, we could face future development and regulatory difficulties.Our product candidates, if approved, will also be subject to ongoing regulatory requirements for labeling, packaging, storage,advertising, promotion, record-keeping and submission of safety and other post-market information. In addition, approved products,manufacturers and manufacturers’ facilities are required to comply with extensive FDA and EMA requirements and requirements ofother similar agencies, including ensuring that quality control and manufacturing procedures conform to current Good ManufacturingPractices, or cGMPs. As such, we and our contract manufacturers are subject to continual review and periodic inspections to assesscompliance with cGMPs. Accordingly, we and others with whom we work must continue to expend time, money and effort in all areasof regulatory compliance, including manufacturing, production and quality control. We will also be required to report certain adversereactions and production problems, if any, to the FDA and EMA and other similar agencies and to comply with certain requirementsconcerning advertising and promotion for our products. Promotional communications with respect to prescription drugs are subject toa variety of legal and regulatory restrictions and must be consistent with the information in the product’s approved label. Accordingly,we may not promote our approved products such as Ocaliva for indications or uses for which they are not approved.If a regulatory agency discovers previously unknown problems with a product, such as adverse events of unanticipated severity orfrequency, or problems with the facility where the product is manufactured, or disagrees with the promotion, marketing or labeling ofa product, it may impose restrictions on that product or us, including requiring withdrawal of the product from the market. If ourproduct candidates fail to comply with applicable regulatory requirements, a regulatory agency may:•issue warning letters;•mandate modifications to promotional materials or require us to provide corrective information to healthcare practitioners;•require us or our collaborators to enter into a consent decree or permanent injunction, which can include imposition of variousfines, reimbursements for inspection costs, required due dates for specific actions and penalties for noncompliance;•impose other administrative or judicial civil or criminal penalties;•withdraw regulatory approval;•refuse to approve pending applications or supplements to approved applications filed by us, Sumitomo Dainippon, Servier orour potential future collaborators;•impose restrictions on operations, including costly new manufacturing requirements; or•seize or detain products.48  TABLE OF CONTENTSRisks Related to the Commercialization of Our ProductsReimbursement decisions by third-party payors may have an adverse effect on pricing and market acceptance of Ocaliva or ourproduct candidates, if approved. If there is not sufficient reimbursement for our products or they are not covered at all, it is lesslikely that they will be widely used.Market acceptance and sales of any products or product candidates that we develop will depend on reimbursement policies andmay be affected by future healthcare reform measures. Government authorities and third-party payors, such as private health insurersand health maintenance organizations, decide which drugs they will cover and establish payment levels. We cannot be certain thatreimbursement will be available for Ocaliva or any other products and product candidates that we develop. Also, reimbursementpolicies could reduce the demand for, or the price paid for, our products. If reimbursement is not available or is available on a limitedbasis, we may not be able to successfully commercialize Ocaliva or any other products or product candidates that we develop.In the United States, the Medicare Prescription Drug, Improvement, and Modernization Act of 2003, or MMA, changed the wayMedicare covers and pays for pharmaceutical products. The legislation established Medicare Part D, which expanded Medicarecoverage for outpatient prescription drug purchases by the elderly but provided authority for limiting the number of drugs that will becovered in any therapeutic class. The MMA also introduced a new reimbursement methodology based on average sales prices forphysician-administered drugs. Any negotiated prices for our products covered by a Part D prescription drug plan will likely be lowerthan the prices we might otherwise obtain. Moreover, while the MMA applies only to drug benefits for Medicare beneficiaries, privatepayors often follow Medicare coverage policy and payment limitations in setting their own payment rates. Any reduction in paymentthat results from the MMA may result in a similar reduction in payments from non-governmental payors.In March 2010, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education AffordabilityReconciliation Act, or collectively, ACA, became law in the United States. The goal of ACA is to reduce the cost of health care andsubstantially change the way health care is financed by both governmental and private insurers. The ACA requires discounts under theMedicare drug benefit program and increased the rebates paid by pharmaceutical companies on drugs covered by Medicaid. The ACAalso imposes an annual fee, which increases annually, on sales by branded pharmaceutical manufacturers. Following the November2016 U.S. elections and the inauguration of the President, uncertainty exists about the future of the coverage expansion provided bythe ACA; the President and congressional leaders have expressed interest in repealing these ACA provisions and replacing them withalternatives that may be less costly and provide state Medicaid programs and private health plans more flexibility. It is possible thatthese repeal and replacement initiatives, if enacted into law, could ultimately result in fewer individuals having health insurancecoverage and/or in individuals having insurance coverage with less generous benefits. The scope of potential future legislation torepeal and replace ACA provisions is highly uncertain in many respects, and it is possible that some of the ACA provisions thatgenerally hurt the research-based pharmaceutical industry could also be repealed along with Affordable Care Act coverage expansionprovisions; however, at this time the coverage expansion provisions of the ACA appear most likely to be repealed and replaced.In addition, third-party payors attempt to contain health care costs by demanding price discounts or rebates and limiting both thetypes and variety of drugs that they will cover and the amounts that they will pay for drugs. As a result, they may not cover or provideadequate payment for our products. We might need to conduct post-marketing studies in order to demonstrate the cost-effectiveness ofour products or any other future products to such payors’ satisfaction. Such studies might require us to commit a significant amount ofmanagement’s time and our financial and other resources. Our products might not ultimately be considered cost-effective. Adequatethird-party reimbursement might not be available to enable us to maintain price levels sufficient to realize an appropriate return on ourinvestment in product development. The market for a drug will depend significantly on access to third-party payors’ drug formularies,or lists of medications for which third-party payors provide coverage and reimbursement. Third-party payors may refuse to include aparticular branded drug in their formularies or otherwise restrict patient access to a branded drug when a less costly generic equivalentor other alternative is available, even if not approved for the indication for which the branded drug is approved. In addition, due tothere being no uniform policy of coverage and reimbursement in49  TABLE OF CONTENTSthe United States among commercial payors, coverage and reimbursement for pharmaceutical products may differ significantly frompayor to payor.We recently commenced the launch of Ocaliva for PBC in the United States. We do not know if the price we have selected forOcaliva will receive broad acceptance from third-party payors. The coverage determination process may be a time-consuming andcostly process that requires us to provide scientific and clinical support for the use of Ocaliva in PBC to each payor separately, with noassurance that coverage will be obtained. If we are unable to obtain adequate coverage of Ocaliva from third-party payors, theadoption of Ocaliva by physicians and patients as a treatment for PBC may be limited. This in turn could affect our ability tosuccessfully commercialize Ocaliva and adversely impact our profitability, results of operations, financial condition and futuresuccess.Reimbursement in the European Union and many other territories must be negotiated on a country-by-country basis and in manycountries the product cannot be commercially launched until reimbursement is approved. The timing to complete the negotiationprocess in each country is highly uncertain, and in some countries we expect that it may exceed 24 months. Even after a price isnegotiated, countries frequently request or require adjustments to the price and other concessions over time or require approvalsregionally. Reimbursement agencies in Europe are often more conservative than those in the United States and the reimbursementprocess is often slower since reimbursement decisions are made on a country-by-country basis. Prices for drugs in Europe generallydecrease over time.The United States and several other jurisdictions are considering, or have already enacted, a number of legislative and regulatoryproposals to change the healthcare system in ways that could affect our ability to sell our products profitably. Among policy makersand payors in the United States and elsewhere, there is significant interest in promoting changes in healthcare systems with the statedgoals of containing healthcare costs, improving quality and/or expanding access to healthcare. In the United States, the pharmaceuticalindustry has been a particular focus of these efforts and has been significantly affected by major legislative initiatives. We expect toexperience pricing pressures in connection with the sale of OCA and any other products that we develop, due to the trend towardmanaged healthcare, the increasing influence of health maintenance organizations and additional legislative proposals. Pricingpressures recently experienced by the pharmaceutical industry may be further exacerbated by legislative and policy changes underconsideration by the Trump administration.Ocaliva and other product candidates, if approved, may not achieve broad market acceptance among physicians, patients andhealthcare payors, and as a result our revenues generated from their sales may be limited.The commercial success of Ocaliva or our other products or product candidates that we develop, if approved, will depend upontheir acceptance among the medical community, including physicians, healthcare payors and patients. In order for Ocaliva to becommercially successful in PBC, we will need to demonstrate its utility as a treatment for patients who have an inadequate response toor who are unable to tolerate ursodiol, referred to as second line treatment, and show that it is more effective than any otheralternatives that may be developed as a second line treatment for PBC, particularly given the much higher price that we charge forOcaliva compared to the price of generically available ursodiol. Ocaliva also most be shown to be a safe and tolerable treatment in acommercial use setting as it is intended to be a lifetime therapy for patients eligible for treatment. In NASH and PSC, since there arecurrently no approved therapies, we do not know the degree to which OCA will be accepted as a therapy, even if approved.The degree of market acceptance of our product candidates will depend on a number of factors, including:•limitations or warnings contained in our product candidates’ FDA or EMA-approved labeling;•changes in the standard of care or availability of alternative therapies at similar or lower costs for the targeted indications forany of our product candidates, such as ursodiol for the treatment of PBC;•limitations in the approved clinical indications for our product candidates;•demonstrated clinical safety and efficacy compared to other products;50  TABLE OF CONTENTS•lack of significant adverse side effects;•sales, marketing and distribution support;•availability of reimbursement from managed care plans and other third-party payors;•timing of market introduction and perceived effectiveness of competitive products;•the degree of cost-effectiveness;•availability of alternative therapies at similar or lower cost, including generics and over-the-counter products;•the extent to which our product candidates are approved for inclusion on formularies of hospitals and managed careorganizations;•whether our product candidates are designated under physician treatment guidelines for the treatment of the indications forwhich we have received regulatory approval;•adverse publicity about our product candidates or favorable publicity about competitive products;•convenience and ease of administration of our product candidates; and•potential product liability claims.In addition, the potential market opportunity for our products and product candidates is difficult to precisely estimate. Whileursodiol is the established standard of care for PBC, a majority of patients while on therapy remain at ALP levels above the upper limitof normal, or ULN. According to our analysis of industry data in PBC, approximately 65% of patients treated with ursodiol experienceelevated ALP levels, with approximately 35% of patients experiencing ALP levels greater than 1.67 times ULN. In addition, a smallminority of PBC patients (estimated at approximately 3% of patients) are intolerant to ursodiol therapy. Our estimates of the potentialmarket opportunity for Ocaliva for the treatment of PBC include a number of key assumptions related to prevalence rates, patients’access to healthcare, diagnosis rates and patients’ response to or tolerance of OCA, which are based on available literature andepidemiology research in PBC, our industry knowledge gained through market research and other methods, industry publications,third-party research reports and other surveys. While we believe that our internal assumptions are reasonable, no independent sourcehas verified such assumptions. If any of these assumptions prove to be inaccurate, then the actual market for Ocaliva in PBC could besmaller than our estimates of our potential market opportunity. If the actual market opportunity for Ocaliva or our product candidatesis smaller than we expect, our product revenue may be limited.If our product candidates are approved, but do not achieve an adequate level of acceptance by physicians, patients, the medicalcommunity and healthcare payors, sufficient revenue may not be generated from these products and we may not become or remainprofitable. In addition, efforts to educate the medical community and third-party payors on the benefits of our product candidates mayrequire significant resources and may never be successful.We have limited sales, marketing or distribution experience and we will have to invest in significant additional resources to developthose capabilities or enter into acceptable third-party sales and marketing arrangements.We have limited sales, marketing or distribution experience as a commercial organization. The commercial launch of Ocaliva forPBC represents our first product launch. We also plan to commercialize Ocaliva for PBC in certain other countries outside of theUnited States and Europe ourselves with a targeted sales force if we receive marketing approval. We may utilize the services of third-party collaborators in certain other jurisdictions. We have not yet decided on our commercialization strategy for OCA in otherindications and for our other product candidates. To develop internal sales, distribution and marketing capabilities, we have investedand expect to continue to invest significant additional amounts of financial and management resources.51  TABLE OF CONTENTSRecruiting and training a commercial organization is expensive and time consuming and could delay any product launch. If thecommercial launch of a product candidate for which we recruit a sales force and establish marketing and distribution capabilities isdelayed or does not occur for any reason, we would have prematurely or unnecessarily incurred these commercialization expenses.This may be costly, and our investment could be lost if we cannot retain or reposition our sales and marketing personnel.For product candidates where we decide to perform sales, marketing and distribution functions ourselves or through third parties,we could face a number of additional risks, including:•we or our third-party sales collaborators may not be able to attract and build, or retain an effective marketing or sales force;•the cost of securing or establishing a marketing or sales force may exceed the revenues generated by any products; and•our direct sales and marketing efforts may not be successful.We have a collaboration with Sumitomo Dainippon for the development and commercialization of OCA in Japan, China, SouthKorea and potentially other Asian countries, if approved, and a collaboration with Servier to assist in the development andcommercialization of certain of our earlier stage agonists of a dedicated bile acid receptor called TGR5 outside of the United Statesand Japan, if approved, and may elect to seek additional strategic collaborators for our product candidates. We may have limited or nocontrol over the sales, marketing and distribution activities of these third parties. Our future revenues may depend heavily on thesuccess of the efforts of these third parties.If we market products in a manner that violates healthcare fraud and abuse laws, or if we violate government price reporting laws,we may be subject to civil or criminal penalties.In addition to FDA restrictions on marketing of pharmaceutical products, several other types of state and federal healthcare laws,commonly referred to as “fraud and abuse” laws, have been applied in recent years to restrict certain marketing practices in thepharmaceutical industry. Other jurisdictions such as Europe have similar laws and are enacting more stringent regulations. These lawsinclude false claims and anti-kickback statutes. If we market our products and our products are paid for by governmental programs, itis possible that some of our business activities could be subject to challenge under one or more of these laws.Federal false claims laws prohibit any person from knowingly presenting, or causing to be presented, a false claim for payment tothe federal government or knowingly making, or causing to be made, a false statement to get a false claim paid. The federal healthcareprogram anti-kickback statute prohibits, among other things, knowingly and willfully offering, paying, soliciting or receivingremuneration to induce, or in return for, purchasing, leasing, ordering or arranging for the purchase, lease or order of any healthcareitem or service covered by Medicare, Medicaid or other federally financed healthcare programs. This statute has been interpreted toapply to arrangements between pharmaceutical manufacturers on the one hand and prescribers, purchasers or formulary managers onthe other. Although there are several statutory exemptions and regulatory safe harbors protecting certain common activities fromprosecution, the exemptions and safe harbors are drawn narrowly, and practices that involve remuneration intended to induceprescribing, purchasing or recommending may be subject to scrutiny if they do not qualify for an exemption or safe harbor. Most statesalso have statutes or regulations similar to the federal anti-kickback law and federal false claims laws, which apply to items andservices covered by Medicaid and other state programs, or, in several states, apply regardless of the payor. Administrative, civil andcriminal sanctions may be imposed under these federal and state laws.Over the past few years, a number of pharmaceutical and other healthcare companies have been prosecuted under these laws for avariety of promotional and marketing activities, such as: providing free trips, free goods, sham consulting fees and grants and othermonetary benefits to prescribers; reporting inflated average wholesale prices that were then used by federal programs to setreimbursement rates; engaging in off-label promotion; and submitting inflated best price information to the Medicaid Rebate Programto reduce liability for Medicaid rebates.52  TABLE OF CONTENTSWe will incur significant liability if it is determined that we are promoting any “off-label” use of Ocaliva.Physicians are permitted to prescribe drug products for uses that are not described in the product’s labeling and that differ fromthose approved by the FDA or other applicable regulatory agencies. Off-label uses are common across medical specialties. Althoughthe FDA and other regulatory agencies do not regulate a physician’s choice of treatments, the FDA and other regulatory agencies dorestrict communications on the subject of off-label use. Companies are not permitted to promote drugs for off-label uses. Accordingly,we may not promote Ocaliva in the United States for use in any indications other than for the treatment of patients with PBC incombination with ursodiol in adults with an inadequate response to ursodiol or as monotherapy in adults unable to tolerate ursodiol.The FDA and other regulatory and enforcement authorities actively enforce laws and regulations prohibiting promotion of off-labeluses and the promotion of products for which marketing approval has not been obtained. A company that is found to have improperlypromoted off-label uses will be subject to significant liability, including civil and administrative remedies as well as criminalsanctions. A significant number of pharmaceutical companies have been the target of inquiries and investigations by variousgovernmental authorities in the United States and abroad.Notwithstanding the regulatory restrictions on off-label promotion, the FDA and other regulatory authorities allow companies toengage in truthful, non-misleading, and non-promotional scientific exchange concerning their products. We intend to continueengaging in medical education activities and communicate with healthcare providers in compliance with all applicable laws, regulatoryguidance and industry best practices.While we have implemented a corporate compliance program based on what we believe are the current best practices, we cannotprovide any assurance that governmental authorities will find that our business practices comply with current or future administrativeor judicial interpretations of potentially applicable laws and regulations. If we fail to comply with any of these laws and regulations,we could be subject to a range of regulatory actions, including suspension or termination of clinical trials, the failure to approve aproduct candidate, restrictions on our products or manufacturing processes, withdrawal of Ocaliva or other products from the market,significant fines, disqualification or debarment from participation in federally-funded healthcare programs or other sanctions orlitigation, any of which events may have a significant adverse impact on our business.If any of our current strategic collaborators fails to perform its obligations or terminates its agreement with us, the developmentand commercialization of the products or product candidates under such agreement could be delayed or terminated and ourbusiness could be substantially harmed.We currently have strategic collaborations in place relating to certain of our product candidates. We entered into an exclusivelicense agreement with Sumitomo Dainippon regarding the development and commercialization of Ocaliva for PBC and OCA forNASH in Japan, China and South Korea and provided Sumitomo Dainippon with an option to extend its exclusive license to differentindications as well as certain other Asian countries. We entered into a strategic collaboration with Servier initially focused on theidentification and optimization of novel TGR5 agonists for the treatment of type 2 diabetes and other associated disorders. Althoughour licensing and collaboration agreement with Servier expired in September 2015, we have continued our collaborative relationshipwith Servier while we negotiate a new agreement. These strategic collaborations may not be scientifically or commercially successfuldue to a number of important factors, including the following:•Sumitomo Dainippon and Servier have significant discretion in determining the efforts and resources that each will apply totheir strategic collaboration with us. The timing and amount of any cash payments, milestones and royalties that we mayreceive under such agreements will depend on, among other things, the efforts, allocation of resources and successfuldevelopment and commercialization of our product candidates by Sumitomo Dainippon and Servier under their respectiveagreements;•Our agreement with Servier provides it with wide discretion in deciding which novel compounds to advance through thepreclinical and clinical development process. It is possible for Servier to reject certain compounds at any point in the research,development and clinical trial process without triggering a termination of their agreement with us;53  TABLE OF CONTENTS•Our agreement with Sumitomo Dainippon restricts it from developing or commercializing any FXR agonist to treat PBC orNASH during the term of the agreement other than pursuant to the Sumitomo Dainippon agreement and our agreement withServier restricts it from developing or commercializing any TGR5 receptor agonist during the term of the agreement other thanpursuant to the Servier agreement. Subject to these restrictions, it is possible that Sumitomo Dainippon or Servier may developand commercialize, either alone or with others, or be acquired by a company that has, products that are similar to orcompetitive with the product candidates that they license from us;•Sumitomo Dainippon or Servier may change the focus of their development and commercialization efforts or pursue higher-priority programs;•Sumitomo Dainippon or Servier may, under specified circumstances, terminate their strategic collaborations with us on shortnotice and for circumstances outside of our control, which could make it difficult for us to attract new strategic collaborators oradversely affect how we are perceived in the scientific and financial communities;•Sumitomo Dainippon and Servier have, under certain circumstances, the right to maintain or defend our intellectual propertyrights licensed to them in their territories, and, although we may have the right to assume the maintenance and defense of ourintellectual property rights if our strategic collaborators do not, our ability to do so may be compromised by our strategiccollaborators’ acts or omissions;•Sumitomo Dainippon or Servier may utilize our intellectual property rights in such a way as to invite litigation that couldjeopardize or invalidate our intellectual property rights or expose us to potential liability; and•Sumitomo Dainippon or Servier may not comply with all applicable regulatory requirements, or fail to report safety data inaccordance with all applicable regulatory requirements.If either Sumitomo Dainippon or Servier fails to develop or effectively commercialize OCA or any TGR5 compounds,respectively, we may not be able to replace them with another collaborator. For example, although Sumitomo Dainippon has informedus that it is exploring the initiation of a Phase 3 clinical trial for OCA in NASH patients intended to support the registration of thisindication in Japan, Sumitomo Dainippon may ultimately decide not to pursue such a trial or cease continuing development despitecommencing the trial. We may also be unable to obtain, on terms acceptable to us, a license from such strategic collaborator to any ofits intellectual property that may be necessary or useful for us to continue to develop and commercialize a product candidate. Any ofthese events could have a material adverse effect on our business, results of operations and our ability to achieve future profitability,and could cause our stock price to decline.We may not be successful in establishing and maintaining development and commercialization collaborations, which couldadversely affect our ability to develop certain of our product candidates and our financial condition and operating results.Because developing pharmaceutical products, conducting clinical trials, obtaining regulatory approval, expanding manufacturingcapabilities and marketing approved products are expensive, we have entered into, and may seek to enter into, collaborations withcompanies that have more experience and resources than we have. For example, we have entered into collaborations with SumitomoDainippon for OCA and Servier for our earlier stage TGR5 program. We may establish additional collaborations for development andcommercialization of OCA in territories outside of those licensed by Sumitomo Dainippon or for our earlier stage TGR5 program inthe United States or Japan and for other product candidates and research programs, including INT-767 and INT-777. Additionally, ifany of our product candidates receives marketing approval, we may enter into sales and marketing arrangements with third partieswith respect to our unlicensed territories. If we are unable to maintain our existing arrangements or enter into any new sucharrangements on acceptable terms, if at all, we may be unable to effectively market and sell our products in our target markets. Weexpect to face competition in seeking appropriate collaborators. Moreover, collaboration arrangements are complex and timeconsuming to negotiate, document and implement and they may require substantial54  TABLE OF CONTENTSresources to maintain. We may not be successful in our efforts to establish and implement collaborations or other alternativearrangements for the development of our product candidates.When we collaborate with a third party for development and commercialization of a product candidate, we can expect to relinquishsome or all of the control over the future success of that product candidate to the third party. For example, Sumitomo Dainippon hasthe exclusive rights to OCA in Japan, China and South Korea and a right of first refusal to license OCA in several other Asiancountries. Our collaboration partner may not devote sufficient resources to the commercialization of our product candidates or mayotherwise fail in their commercialization. The terms of any collaboration or other arrangement that we establish may not be favorableto us. In addition, any collaboration that we enter into, including our collaborations with Sumitomo Dainippon and Servier, may beunsuccessful in the development and commercialization of our product candidates. In some cases, we may be responsible forcontinuing preclinical and initial clinical development of a product candidate or research program under a collaboration arrangement,and the payment we receive from our collaboration partner may be insufficient to cover the cost of this development. If we are unableto reach agreements with suitable collaborators for our product candidates, we would face increased costs, we may be forced to limitthe number of our product candidates we can commercially develop or the territories in which we commercialize them and we mightfail to commercialize products or programs for which a suitable collaborator cannot be found. If we fail to achieve successfulcollaborations, our operating results and financial condition will be materially and adversely affected.If we fail to develop OCA for additional indications, our commercial opportunity will be limited.To date, we have focused the majority of our development efforts on the development of OCA for the second line treatment ofPBC. Among our other product candidates, only INT-767 is currently in clinical development. One of our strategies is to pursueclinical development of OCA in NASH and other progressive non-viral liver diseases, to the extent that we have sufficient funding.PBC is an orphan disease. Since Ocaliva is indicated for use in PBC in combination with ursodiol in adults with an inadequateresponse to ursodiol or as monotherapy in adults unable to tolerate ursodiol, the market size is expected to be limited. Furthermore,because a significant proportion of PBC patients do not exhibit any symptoms at the time of diagnosis, PBC may be left undiagnosedfor a significant period of time. Due to these factors, our ability to grow revenues will be dependent on our ability to successfullydevelop and commercialize OCA for the treatment of additional indications. In particular, we believe that our future success willdepend in large part on the results of our development of OCA for the treatment of NASH. Although NASH is believed to be one ofthe most prevalent chronic liver diseases worldwide, NASH may be left undiagnosed for a long time and a definitive diagnosis ofNASH is currently based on a histological assessment of a liver biopsy, which impacts the ability to easily identify patients.Furthermore, even if we are successful in developing and obtaining marketing approval of OCA for the treatment of NASH, we maynot be able to commercialize OCA successfully.The completion of development, securing of approval and commercialization of OCA for additional indications will requiresubstantial additional funding and is prone to the risks of failure inherent in drug development. We cannot provide you any assurancethat we will be able to successfully advance any of these indications through the development process. Even if we receive FDA orEMA approval to market OCA for the treatment of any of these additional indications, we cannot assure you that any such additionalindications will be successfully commercialized, widely accepted in the marketplace or more effective than other commerciallyavailable alternatives. If we are unable to successfully develop and commercialize OCA for these additional indications, ourcommercial opportunity will be limited and our business prospects will suffer.55  TABLE OF CONTENTSRisks Related to Our Business and StrategyWe face competition from other biotechnology and pharmaceutical companies and our operating results will suffer if we fail tocompete effectively.The biotechnology and pharmaceutical industries are intensely competitive and subject to rapid and significant technologicalchange. We have competitors in the United States, Europe and other jurisdictions, including major multinational pharmaceuticalcompanies, established biotechnology companies, specialty pharmaceutical and generic drug companies and universities and otherresearch institutions. Many of our competitors have greater financial and other resources, such as larger research and developmentstaff and more experienced marketing and manufacturing organizations. Large pharmaceutical companies, in particular, have extensiveexperience in clinical testing, obtaining regulatory approvals, recruiting patients and manufacturing pharmaceutical products. Thesecompanies also have significantly greater research, sales and marketing capabilities and collaborative arrangements in our targetmarkets with leading companies and research institutions. Established pharmaceutical companies may also invest heavily to acceleratediscovery and development of novel compounds or to in-license novel compounds that could make the product candidates that wedevelop obsolete. As a result of all of these factors, our competitors may succeed in obtaining patent protection and/or FDA or EMAapproval or discovering, developing and commercializing drugs for the diseases that we are targeting before we do. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large, establishedcompanies.Some of the pharmaceutical and biotechnology companies we expect to compete with include Allergan Plc, AstraZeneca plc,Biotie Therapies Corp. (acquired by Acorda Therapeutics, Inc.), Boehringer Ingelheim GmbH, Bristol-Myers Squibb Company,Conatus Pharmaceuticals Inc., Cymabay Therapeutics, Inc., Dr. Falk Pharma GmbH, Durect Corporation, Enanta Pharmaceuticals,Inc., ENYO Pharma SAS, FibroGen, Inc., FF Pharmaceuticals BV, Galectin Therapeutics Inc., Galmed Medical Research Ltd., GenfitSA, Gilead Sciences, Inc., GlaxoSmithKline, Immuron Ltd., Ionis Pharmaceuticals, Inc., Islet Sciences, Inc., Medivation, Inc.,Metacrine, Inc., MiNA Therapeutics, NGM Biopharmaceuticals, Novartis International AG, Novo Nordisk A/S, NuSirt Biopharma,Inc., Protalix Biotherapeutics, Shire plc, Viking Therapeutics, Inc. and Zydus Pharmaceuticals Inc. An investigator-sponsored Phase 3trial of bezafibrate, a fibrate that has not been approved for commercialization by the FDA and is only available outside of the UnitedStates, is ongoing for the treatment of PBC. Genfit SA has an ongoing Phase 3 clinical trial of GFT505, a dual PPAR alpha/deltaagonist, in NASH. Genfit is also studying GFT505 for the treatment of PBC. Gilead Sciences, Inc. is conducting multiple Phase 3clinical trials in NASH patients of various disease severity with selonsertib, an inhibitor of the apoptosis signal-regulating kinase 1.Gilead Sciences, Inc. is also exploring additional studies in NASH for GS-0976, a small molecule allosteric inhibitor that acts at theprotein-protein homodimer interface of acetyl-CoA carboxylases acquired from Nimbus Therapeutics, LLC, and an FXR agonistknown as GS-9674. Gilead Sciences, Inc. is also studying a number of compounds in other liver diseases including PBC and PSC. Anumber of other companies have trials in PBC, NASH and other liver diseases we are targeting.In addition, many universities and private and public research institutes may become active in our target disease areas. The resultsfrom our POISE and FLINT trials and the approval of Ocaliva in the United States and the European Union for PBC have broughtmore attention to our targeted indications and bile acid chemistry. As a result, we believe that additional companies and organizationsmay seek to compete with us in the future. Our competitors may succeed in developing, acquiring or licensing on an exclusive basis,technologies and drug products that are more effective or less costly than OCA or any other product candidates that we are currentlydeveloping or that we may develop, which could render our products obsolete and noncompetitive.Off-label uses of other potential treatments may limit the commercial potential of our product candidates, especially given theanticipated pricing for our product candidates. For example, while fibrates are not approved for use in PBC, off-label use of fibratedrugs has been reported, though many fibrates are specifically contraindicated for use in PBC due to potential concerns over acute andlong-term safety in this patient population. In NASH, a number of treatments, including vitamin E (an antioxidant), insulin sensitizers(such as metformin), antihyperlipidemic agents (such as gemfibrozil), pentoxifylline and ursodiol, are used off-label. Although none ofthese treatments have been clearly shown in clinical trials to alter the course of the disease, in a previous study conducted by theNASH Clinical Research Network, similar improvements to56  TABLE OF CONTENTSthose observed with OCA in the FLINT trial in certain histological measures of NASH were reported with vitamin E and pioglitazone.Various other treatments, both approved and unapproved, have been used in the other indications we are targeting.We believe that our ability to successfully compete will depend on, among other things:•the results of our and our strategic collaborators’ clinical trials and preclinical studies;•our ability to recruit and enroll patients for our clinical trials;•the efficacy, safety and reliability of Ocaliva and our other product candidates;•the speed at which we develop our product candidates;•our ability to design and successfully execute appropriate clinical trials;•our ability to maintain a good relationship with regulatory authorities;•the timing and scope of regulatory approvals, if any;•our ability to commercialize and market any of our product candidates that receive regulatory approval;•the price of our products;•adequate levels of reimbursement under private and governmental health insurance plans, including Medicare;•our ability to protect intellectual property rights related to our products;•our ability to manufacture and sell commercial quantities of any approved products to the market; and•acceptance of our product candidates by physicians and other health care providers.If our competitors market products that are more effective, safer or less expensive than our future products, if any, or that reach themarket sooner than our future products, if any, we may not achieve commercial success. In addition, the biopharmaceutical industry ischaracterized by rapid technological change. Because our research approach integrates many technologies, it may be difficult for us tostay abreast of the rapid changes in each technology. If we fail to stay at the forefront of technological change, we may be unable tocompete effectively. Technological advances or products developed by our competitors may render our technologies or productcandidates obsolete, less competitive or not economical.We depend on third-party contractors for a substantial portion of our operations and may not be able to control their work aseffectively as if we performed these functions ourselves.We outsource and plan to continue to outsource substantial portions of our operations to third-party service providers, includingthe conduct of preclinical studies and clinical trials, collection and analysis of data and manufacturing. Although we are currentlycommercializing Ocaliva using our internal commercial organization, we will likely use the services of third-party vendors in relationto our future commercialization activities, including product sales, marketing and distribution. Our agreements with third-party serviceproviders are on a study-by-study and/or project-by-project basis. Typically, we may terminate the agreements with notice and areresponsible for the supplier’s previously incurred costs. In addition, a number of third-party service providers that we retain will besubject to the FDA’s and EMA’s regulatory requirements and similar standards outside of the United States and Europe and we do nothave control over compliance with these regulations by these providers. Consequently, if these providers do not adhere to applicablegoverning practices and standards, the development and commercialization of Ocaliva and our other product candidates could bedelayed or stopped, which could severely harm our business and financial condition.Because we have relied on third parties, our internal capacity to perform these functions is limited to management oversight.Outsourcing these functions involves the risk that third parties may not perform to our standards, may not produce results in a timelymanner or may fail to perform at all. Several years ago, we experienced difficulties with a third-party contract manufacturer for OCA,including delays in receiving57  TABLE OF CONTENTSadequate clinical trial supplies as requested within the requested time periods. We subsequently replaced this manufacturer with otherthird-party contract manufacturers for OCA. It is possible that we could experience similar difficulties in the future. In addition, theuse of third-party service providers requires us to disclose our proprietary information to these parties, which could increase the riskthat this information will be misappropriated. There are a limited number of third-party service providers that specialize or have theexpertise required to achieve our business objectives. Identifying, qualifying and managing performance of third-party serviceproviders can be difficult, time consuming and cause delays in our development programs. Despite our recent growth, we currentlyhave a small number of employees, which limits the internal resources we have available to identify and monitor third-party serviceproviders. To the extent we are unable to identify, retain and successfully manage the performance of third-party service providers inthe future, our business may be adversely affected. We may further be subject to the imposition of civil or criminal penalties if theirconduct of clinical trials violates applicable law.Our third-party service providers generally are not prohibited from providing their services to other biopharmaceutical companies,including companies that currently or may in the future compete with us. For example, certain of our third-party service providers andconsultants may be able to develop intellectual property to which we are not entitled under our agreements which may eventually beused to develop products that compete with our products. Although we generally have confidentiality and non-disclosure agreementsin place with our third-party service providers and consultants, such third parties may be able to provide services to other companieswithout violating the terms of our agreements. In addition, although we may seek to enter into non-compete arrangements with our keythird-party service providers, such arrangements are difficult to negotiate and we may be unable to successfully enter into sucharrangements.A variety of risks associated with our international business operations and our planned international business relationships couldmaterially adversely affect our business.We have a wholly-owned subsidiary in the United Kingdom which serves as our headquarters for our international operations. Wealso currently have an Italian subsidiary that acts as our legal representative for our clinical trials in the European Union to satisfyEuropean Union regulatory requirements. We have also formed a number of other wholly-owned subsidiaries in Europe and Canada inpreparation for the anticipated commercial launch of Ocaliva in PBC in those jurisdictions. Although we are currentlycommercializing Ocaliva using our internal commercial organization, we will likely use the services of third-party vendors in relationto our future commercialization activities, including product sales, marketing and distribution. In addition, we have entered intocollaborations with Sumitomo Dainippon for the development of OCA and Servier for our earlier stage TGR5 program, and we mayenter into agreements with other third parties for the development and commercialization of OCA or our other product candidates ininternational markets. Our international operations and business relationships subject us to additional risks that may materiallyadversely affect our ability to attain or sustain profitable operations, including:•differing regulatory requirements for drug approvals internationally;•potentially reduced protection for intellectual property rights;•potential third-party patent rights in countries outside of the United States;•the potential for so-called “parallel importing,” which is what occurs when a local seller, e.g., a pharmacy, faced withrelatively high local prices, opts to import goods from another jurisdiction with relatively low prices, rather than buying themlocally;•unexpected changes in tariffs, trade barriers and regulatory requirements;•economic weakness, including inflation, or political instability, particularly in non-U.S. economies and markets, includingseveral countries in Europe;•compliance with tax, employment, immigration and labor laws for employees traveling abroad;•taxes in other countries;•foreign currency fluctuations, which could result in increased operating expenses and reduced revenue, and other obligationsincident to doing business in another country;58  TABLE OF CONTENTS•workforce uncertainty in countries where labor unrest is more common than in the United States;•production shortages resulting from events affecting raw material supply or manufacturing capabilities abroad; and•business interruptions resulting from geo-political actions, including war and terrorism, or natural disasters, includingearthquakes, volcanoes, typhoons, floods, hurricanes and fires.For example, we do not know the extent of the impact that the Brexit will have on our business. As a result of the Brexit, it ispossible that Scotland and Northern Ireland may each conduct a referendum to decide whether to leave the United Kingdom.Furthermore, other European countries may seek to conduct referenda with respect to continuing membership with the EuropeanUnion. We do not know to what extent these changes will impact our business. Our ability to conduct our international business out ofthe United Kingdom may be materially and adversely affected.Changes in our effective income tax rate could adversely affect our results of operations.We are subject to income taxes in the United States and various foreign jurisdictions. Various factors may have favorable orunfavorable effects on our effective income tax rate. These factors include, but are not limited to, interpretations of existing tax laws,changes in tax laws and rates, the accounting for stock options and other stock-based compensation, changes in accounting standards,future levels of research and development spending, changes in the mix and level of pre-tax earnings by taxing jurisdiction, theoutcome of examinations by the U.S. Internal Revenue Service and regulators of other jurisdictions, the accuracy of our estimates forunrecognized tax benefits, the realization of deferred tax assets, or by changes to our ownership or capital structure. The impact on oureffective income tax rate resulting from the above-mentioned factors and others may be significant and could adversely affect ourresults of operations.We have been significantly expanding our operations and the size of our company and will need to continue our expansion tosupport our NASH program. We may experience difficulties in managing our significant growth.From December 31, 2014 to December 31, 2016, our employee base has grown from 136 to 456 employees. As we advance ourprograms for OCA in NASH and other potential indications and our other product candidates, seek regulatory approval in the UnitedStates and elsewhere, increase the number of ongoing product development programs and advance our product candidates throughpreclinical studies and clinical trials, we will need to increase our product development, scientific and administrative headcount tomanage these programs. We will also need to grow our commercial capabilities, which will require us to hire additional personnel forthe launch and ongoing marketing and sale of Ocaliva in PBC and any product candidate for which we obtain marketing approval. Inaddition, in order to continue to meet our obligations as a public company and to support the anticipated longer-term growth in theother functions at our company, we will need to increase our general and administrative capabilities. We are also expanding ouroperations geographically and formed a number of wholly-owned subsidiaries outside of the United States. In addition to our U.S.offices, we also have an office in London, United Kingdom which serves as our headquarters for our operations in Europe andinternational markets, and regional offices in a number of these countries. In the longer term, we may further expand our geographicalfootprint. Our management, personnel and systems currently in place may not be adequate to support this future growth. Furthermore,we may face a number of complexities, such as being subject to national collective bargaining agreements for employees, in some ofthe countries in which we operate.Our need to effectively manage our operations, growth and various projects requires that we:•successfully attract and recruit new employees or consultants with the expertise and experience we will require in the UnitedStates, Europe and in other jurisdictions;•manage our clinical programs effectively, which we anticipate being conducted at numerous clinical sites across the world, andadvance our other development efforts;59  TABLE OF CONTENTS•develop and expand our marketing and sales infrastructure; and•continue to improve our operational, financial and management controls, reporting systems and procedures.If we are unable to successfully manage this growth and increased complexity of operations, our business may be adverselyaffected.We may not be able to manage our business effectively if we are unable to attract and retain key personnel and consultants.We may not be able to attract or retain qualified personnel and consultants across our organization due to the intense competitionfor qualified personnel and consultants among biotechnology, pharmaceutical and other businesses. If we are not able to attract andretain necessary personnel and consultants to accomplish our business objectives, we may experience constraints that will significantlyimpede the achievement of our development and commercial objectives, our ability to raise additional capital and our ability toimplement our business strategy.Our industry has experienced a high rate of turnover of management personnel in recent years. We are highly dependent on thedevelopment, regulatory, commercialization and business development expertise of Mark Pruzanski, our co-founder and president andchief executive officer; David Shapiro, our chief medical officer; and our other key employees and consultants. If we lose one or moreof our executive officers, or key employees or consultants, our ability to implement our business strategy successfully could beseriously harmed. Any of our executive officers or key employees or consultants may terminate their employment at any time.Replacing executive officers, key employees and consultants may be difficult and may take an extended period of time because of thelimited number of individuals in our industry with the breadth of skills and experience required to develop, gain regulatory approval ofand commercialize products successfully. Competition to hire and retain employees and consultants from this limited pool is intense,and we may be unable to hire, train, retain or motivate these additional key personnel and consultants.We have scientific and clinical advisors and consultants, such as our co-founder Professor Roberto Pellicciari, who assist us informulating our research, development and clinical strategies. These advisors are not our employees and may have commitments to, orconsulting or advisory contracts with, other entities that may limit their availability to us and typically they will not enter into non-compete agreements with us. If a conflict of interest arises between their work for us and their work for another entity, we may losetheir services. In addition, our advisors may have arrangements with other companies to assist those companies in developing productsor technologies that may compete with ours.Failure to establish and maintain adequate finance infrastructure and accounting systems and controls could impair our ability tocomply with the financial reporting and internal controls requirements for publicly traded companies.As a public company, we operate in an increasingly demanding regulatory environment, which requires us to comply with theSarbanes-Oxley Act of 2002, and the related rules and regulations of the Securities and Exchange Commission, expanded disclosurerequirements, accelerated reporting requirements and more complex accounting rules. Company responsibilities required by theSarbanes-Oxley Act include establishing and maintaining corporate oversight and adequate internal control over financial reportingand disclosure controls and procedures. Effective internal controls are necessary for us to produce reliable financial reports and areimportant to help prevent financial fraud.Our compliance with Section 404 of the Sarbanes-Oxley Act has required and will continue to require that we incur substantialaccounting expense and expend significant management efforts. Our testing, or the testing by our independent registered publicaccounting firm, may reveal deficiencies in our internal controls that we would be required to remediate in a timely manner so as to beable to comply with the requirements of Section 404 of the Sarbanes-Oxley Act each year. If we are not able to comply with therequirements of Section 404 of the Sarbanes-Oxley Act in a timely manner each year, we could be subject to sanctions orinvestigations by the Securities and Exchange Commission, the NASDAQ Stock Market or other regulatory authorities which wouldrequire additional financial and management resources and could adversely affect the60  TABLE OF CONTENTSmarket price of our common stock. Furthermore, if we cannot provide reliable financial reports or prevent fraud, our business andresults of operations could be harmed and investors could lose confidence in our reported financial information.Our employees may engage in misconduct or other improper activities, including noncompliance with regulatory standards andrequirements and insider trading, which could significantly harm our business.We are exposed to the risk of employee fraud or other misconduct. Misconduct by employees could include intentional failures tocomply with the regulations of the FDA and non-U.S. regulators, provide accurate information to the FDA and non-U.S. regulators,comply with health care fraud and abuse laws and regulations in the United States and abroad, report financial information or dataaccurately or disclose unauthorized activities to us. In particular, sales, marketing and business arrangements in the health careindustry are subject to extensive laws and regulations in the United States and abroad intended to prevent fraud, misconduct,kickbacks, self-dealing and other abusive practices. These laws and regulations may restrict or prohibit a wide range of pricing,discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements. Employeemisconduct could also involve the improper use of information obtained in the course of clinical trials, which could result in regulatorysanctions and serious harm to our reputation. Misconduct and misappropriation of confidential information by our employees or thirdparties may also include improper trading in our securities, which may harm our reputation and result in enforcement actions againstus. We have adopted a global code of business conduct, but it is not always possible to identify and deter employee misconduct, andthe precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses orin protecting us from governmental investigations or other actions or lawsuits stemming from a failure to comply with these laws orregulations. If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, thoseactions could have a significant impact on our business, including the imposition of significant fines or other sanctions.We face potential product liability exposure, and if successful claims are brought against us, we may incur substantial liability fora product candidate and may have to limit its commercialization.The use of our product candidates in clinical trials and the sale of any products for which we may obtain marketing approval, suchas Ocaliva in PBC, expose us to the risk of product liability claims. Product liability claims may be brought against us or ourcollaborators by participants enrolled in our clinical trials, patients, health care providers or others using, administering or selling ourproducts. If we cannot successfully defend ourselves against any such claims, we would incur substantial liabilities. Regardless ofmerit or eventual outcome, product liability claims may result in:•withdrawal of clinical trial participants;•termination of clinical trial sites or entire trial programs;•costs of related litigation;•substantial monetary awards to patients or other claimants;•decreased demand for our product candidates and loss of revenues;•impairment of our business reputation;•diversion of management and scientific resources from our business operations; and•the inability to commercialize our product candidates or the withdrawal of our products from the market.We have obtained limited product liability insurance coverage for in the United States for the use of OCA in our U.S. clinical trialsand commercial sales and in selected other jurisdictions where we are conducting clinical trials. Our product liability insurancecoverage in the United States is currently limited to an aggregate of $10 million. We have clinical trial and commercial productliability insurance coverage outside of the United States in amounts that vary by country. As such, our insurance coverage may notreimburse us or may not be sufficient to reimburse us for any expenses or losses we may suffer. Moreover,61  TABLE OF CONTENTSinsurance coverage is becoming increasingly expensive, and, in the future, we may not be able to maintain insurance coverage at areasonable cost or in sufficient amounts to protect us against losses due to product liability. We intend to expand our insurancecoverage for products to include the sale of commercial products if we obtain marketing approval for our product candidates indevelopment, but we may be unable to obtain commercially reasonable product liability insurance for any products approved formarketing. Large judgments have been awarded in class action lawsuits based on drugs that had unanticipated side effects. Asuccessful product liability claim or series of claims brought against us, particularly if judgments exceed our insurance coverage, coulddecrease our cash resources and adversely affect our business.Our insurance policies are expensive and only protect us from some business risks, which will leave us exposed to significantuninsured liabilities.We do not carry insurance for all categories of risk that our business may encounter. Some of the policies we currently maintaininclude general liability, employment practices liability, property, auto, workers’ compensation, products liability and directors’ andofficers’ insurance. We do not know, however, if we will be able to maintain insurance with adequate levels of coverage. Anysignificant uninsured liability may require us to pay substantial amounts, which would adversely affect our financial position andresults of operations. Furthermore the increased volatility of our stock price may result in us being required to pay substantially higherpremiums for our directors’ and officers’ insurance than those to which we are currently subject, and may even lead a large number ofunderwriters to be unwilling to cover us.If we engage in an acquisition, reorganization or business combination, we will incur a variety of risks that could adversely affectour business operations or our stockholders.From time to time we have considered, and we will continue to consider in the future, strategic business initiatives intended tofurther the expansion and development of our business. These initiatives may include acquiring businesses, technologies or products orentering into a business combination with another company. If we pursue such a strategy, we could, among other things:•issue equity securities that would dilute our current stockholders’ percentage ownership;•incur substantial debt that may place strains on our operations;•spend substantial operational, financial and management resources to integrate new businesses, technologies and products;•assume substantial actual or contingent liabilities;•reprioritize our development programs and even cease development and commercialization of our product candidates; or•merge with, or otherwise enter into a business combination with, another company in which our stockholders would receivecash and/or shares of the other company on terms that certain of our stockholders may not deem desirable.Although we intend to evaluate and consider acquisitions, reorganizations and business combinations in the future, we have noagreements or understandings with respect to any acquisition, reorganization or business combination at this time.Our business and operations would suffer in the event of system failures or data breaches.Despite the implementation of security measures and policies, our internal information technology systems, as well as those of ourCROs and other third parties on which we rely, are vulnerable to damage from computer viruses, unauthorized access, naturaldisasters, terrorism, war and telecommunication and electrical failures. If such an event were to occur and cause interruptions in ouroperations, it could result in a material disruption of our drug development programs, damage to our reputation and/or monetarydamages. For example, the loss of clinical trial data from completed or ongoing or planned clinical trials could result in delays in ourregulatory approval efforts and significantly increase our costs to recover or reproduce the data. To the extent that any disruption orsecurity breach were to result in a loss of or damage to our data or applications, or inappropriate disclosure of confidential orproprietary information, we could incur liability and the further development of our product candidates could be delayed.62  TABLE OF CONTENTSOur information security systems are subject to laws and regulations requiring that we take measures to protect the privacy andsecurity of certain information we gather and use in our business. For example, the Health Insurance Portability and AccountabilityAct, or HIPAA, and its implementing regulations impose, among other requirements, certain regulatory and contractual requirementsregarding the privacy and security of personal health information. In addition to HIPAA, numerous other federal and state laws,including, without limitation, state security breach notification laws, state health information privacy laws and federal and stateconsumer protection laws, govern the collection, use, disclosure and storage of personal information.Various foreign countries where we may process personal information also have, or are developing, laws governing the collection,use, disclosure and storage of personal information. The legislative and regulatory landscape for privacy and data protection continuesto evolve, and there has been an increasing amount of focus on privacy and data protection issues that may affect our business. Wehave in the past relied on adherence to the U.S.-EU Safe Harbor Framework as agreed to and set forth by the U.S. Department ofCommerce and the European Commission as a means to legitimize certain transfers of personal information from the EuropeanEconomic Area, or EEA, to the United States. However, a recent opinion of the European Union Court of Justice, or ECJ, deemed theU.S.-EU Safe Harbor Framework an invalid method of protecting the transfer of personal information from the EEA to the UnitedStates. In July 2016, U.S. and European Commission officials adopted a new framework called the EU-U.S. Privacy Shield to governcross-border flows of personal data. While we are engaging in efforts to address the implications of the EU-U.S. Privacy Shield andother elements of the ECJ opinion and actively employing other means to legitimize the transfer of personal information from the EEAto the United States, we may be unsuccessful in these efforts. Failure to comply with laws regarding data protection could expose us torisk of enforcement actions and the potential for significant penalties as well as the loss of access to certain data from the EU. Even ifwe are not determined to have violated these laws, government investigations into these issues typically require the expenditure ofsignificant resources and can generate negative publicity, which could harm our business.Risks Related to Our Intellectual PropertyIt is difficult and costly to protect our proprietary rights, and we may not be able to ensure their protection. If our patent positiondoes not adequately protect our products and product candidates, others could compete against us more directly, which would harmour business, possibly materially.Our commercial success will depend in part on obtaining and maintaining patent protection and trade secret protection of ourcurrent and future products and product candidates and the methods used to manufacture them, as well as successfully defending thesepatents against third-party challenges. Our ability to stop third parties from making, using, selling, offering to sell or importing ourproducts and product candidates is dependent upon the extent to which we have rights under valid and enforceable patents or tradesecrets that cover these activities.The patent positions of biotechnology and pharmaceutical companies can be highly uncertain and involve complex legal andfactual questions for which important legal principles remain unresolved. No consistent policy regarding the breadth of claims allowedin pharmaceutical patents has emerged to date in the United States or in many jurisdictions outside of the United States. Changes ineither the patent laws or interpretations of patent laws in the United States and other countries may diminish the value of ourintellectual property. Accordingly, we cannot predict the breadth of claims that may be enforced in the patents that may be issued fromthe applications we currently own or may own in the future, or license from third parties. Further, if any patents we obtain or licenseare deemed invalid and unenforceable, our ability to commercialize or license our technology could be adversely affected.Others have filed, and in the future are likely to file, patent applications covering products and technologies that are similar orcompetitive to ours or important to our business. We cannot be certain that any patent application owned by a third party will not havepriority over patent applications filed or in-licensed by us, or that we or our licensors will not be involved in interference, derivation,opposition or invalidity proceedings before U.S. or non-U.S. patent offices.63  TABLE OF CONTENTSThe degree of future protection for our proprietary rights is uncertain because legal means afford only limited protection and maynot adequately protect our rights or permit us to gain or keep our competitive advantage. For example:•others may be able to develop a platform similar to, or better than, ours in a way that is not covered by the claims of ourpatents;•others may be able to make compounds that are similar to our products and product candidates but that are not covered by theclaims of our patents;•we might not have been the first to make the inventions covered by our pending patent applications;•we might not have been the first to file patent applications for these inventions;•others may independently develop similar or alternative technologies or duplicate any of our technologies;•any patents that we obtain may not provide us with any competitive advantages;•we may not develop additional proprietary technologies that are patentable; or•the patents of others may have an adverse effect on our business.As of December 31, 2016, we were the owner of record of over 110 issued or granted U.S. and non-U.S. patents relating to OCAwith claims directed to pharmaceutical compounds, pharmaceutical compositions, methods of making these compounds, and methodsof using these compounds in various indications. We were also the owner at that date of record of over 60 pending U.S. and non-U.S.patent applications relating to OCA in these areas.In addition, as of December 31, 2016, we were the owner of record of over 160 issued or granted U.S. and non-U.S. patentsrelating to our product candidates other than OCA, with claims directed to pharmaceutical compounds, pharmaceutical compositions,methods of making these compounds and methods of using these compounds in various indications. We were also the owner of recordof over 100 pending U.S. and non-U.S. patent applications relating to such other product candidates in these areas.Patents covering the composition of matter of OCA expire in 2022 at the soonest and 2033 at the latest if the appropriatemaintenance renewal, annuity, or other government fees are paid. We expect that the other patents in the OCA portfolio, if theappropriate maintenance, renewal, annuity or other governmental fees are paid, would expire from 2022 to 2033. We expect the issuedINT-767 composition of matter patent in the United States, if the appropriate maintenance, renewal, annuity or other governmentalfees are paid, to expire in 2029. We expect the other patents in the INT-767 portfolio, if the appropriate maintenance, renewal, annuityor other governmental fees are paid, to expire from 2027 to 2029. We expect the issued INT-777 composition of matter patent in theUnited States, if the appropriate maintenance, renewal, annuity or other governmental fees are paid, to expire in 2030. We expect theother patents in the INT-777 portfolio, if the appropriate maintenance, renewal, annuity or other governmental fees are paid, to expirefrom 2028 to 2030.We have received assignments of rights to the INT-767 patent portfolio from all inventors, with the exception of one inventor.That inventor is contractually obligated to provide an assignment to us. Thus, we believe that we are the owner of the INT-767 patentportfolio by virtue of this contractual obligation and the patent assignments we have received. By virtue of the patent assignments wehave received and other contractual obligations owed to us, we believe we are the owner of the INT-777 patent portfolio. Withoutpatent protection on the composition of matter of our products and product candidates, our ability to stop others from using or sellingour products and product candidates may be limited.Due to the patent laws of a country, or the decisions of a patent examiner in a country, or our own filing strategies, we may notobtain patent coverage for all of our products and product candidates or methods involving these candidates in the parent patentapplication. We plan to pursue divisional patent applications or continuation patent applications in the United States and othercountries to obtain claim coverage for inventions which were disclosed but not claimed in the parent patent application.64  TABLE OF CONTENTSIf we do not obtain protection under the Hatch-Waxman Act and similar legislation outside of the United States by extending thepatent terms and obtaining data exclusivity for our products and product candidates, our business may be materially harmed.Depending upon the timing, duration and specifics of FDA marketing approval of our products and product candidates, U.S.patents may be eligible for limited extension of patent term under the Drug Price Competition and Patent Term Restoration Act of1984, referred to as the Hatch-Waxman Act. The Hatch-Waxman Act permits an extension of patent term of up to five years ascompensation for patent term lost during product development and the FDA regulatory review process. However, an extension maynot be granted because of, for example, failure to apply within applicable deadlines, failure to apply prior to expiration of relevantpatents or failure to satisfy applicable requirements. Moreover, the applicable time period or the scope of patent protection affordedcould be less than what is requested. If we are unable to obtain patent term extension or restoration or the term of any such extension isless than we request, the period during which we will have the right to exclusively market our product will be shortened and ourcompetitors may obtain approval of competing products following our patent expiration, and our revenue could be reduced, possiblymaterially.Our primary composition of matter patent for OCA expires in 2022. In light of the U.S. marketing approval of OCA in PBC inMay 2016, we have applied for an extension to the patent term for this patent in the United States through 2027. We expect to takesimilar actions in other jurisdictions and countries where similar regulations exist. In the event that we are unable to obtain any patentterm extensions, the issued composition of matter patents for OCA are expected to expire in 2022 at the soonest and 2033 at the latest,assuming they withstand any challenge. We expect that the other patents for the OCA portfolio, if the appropriate maintenance,renewal, annuity or other governmental fees are paid, would expire from 2022 to 2033.We may incur substantial costs as a result of litigation or other proceedings relating to patent and other intellectual property rights.If we choose to go to court to stop another party from using the inventions claimed in any patents we obtain, that individual orcompany has the right to ask the court to rule that such patents are invalid, not infringed, or should not be enforced against that thirdparty. These lawsuits are expensive and would consume time and resources and divert the attention of managerial and scientificpersonnel even if we were successful in stopping the infringement of such patents. In addition, there is a risk that the court will decidethat such patents are not valid or not infringed, and that we do not have the right to stop the other party from using the inventions.There is also the risk that, even if the validity of such patents is upheld, the court will refuse to stop the other party on the ground thatsuch other party’s activities do not infringe our rights to such patents. In addition, the U.S. Supreme Court has modified some testsused by the U.S. Patent and Trademark Office, or USPTO, in granting patents over the past 20 years, which may decrease thelikelihood that we will be able to obtain patents and increase the likelihood of challenge of any patents we obtain or license.We may infringe the intellectual property rights of others, which may prevent or delay our product development efforts and stop usfrom commercializing or increase the costs of commercializing our product and product candidates.Our success will depend in part on our ability to operate without infringing the proprietary rights of third parties. We cannotguarantee that our products, or manufacture or use of our product candidates, will not infringe third-party patents. Furthermore, a thirdparty may claim that we or our manufacturing or commercialization collaborators are using inventions covered by the third party’spatent rights and may go to court to stop us from engaging in our normal operations and activities, including making or selling ourproducts and product candidates. These lawsuits are costly and could affect our results of operations and divert the attention ofmanagerial and scientific personnel. There is a risk that a court would decide that we or our commercialization collaborators areinfringing the third party’s patents and would order us or our collaborators to stop the activities covered by the patents. In that event,we or our commercialization collaborators may not have a viable way around the patent and may need to halt commercialization of therelevant product. In addition, there is a risk that a court will order us or our collaborators to pay the other party damages for havingviolated the other party’s patents. In the future, we may agree to indemnify our commercial65  TABLE OF CONTENTScollaborators against certain intellectual property infringement claims brought by third parties. The pharmaceutical and biotechnologyindustries have produced a proliferation of patents, and it is not always clear to industry participants, including us, which patents covervarious types of products or methods of use. The coverage of patents is subject to interpretation by the courts, and the interpretation isnot always uniform.If we are sued for patent infringement, we would need to demonstrate that our products or methods either do not infringe the patentclaims of the relevant patent or that the patent claims are invalid, and we may not be able to do this. Proving invalidity is difficult. Forexample, in the United States, proving invalidity requires a showing of clear and convincing evidence to overcome the presumption ofvalidity enjoyed by issued patents. Even if we are successful in these proceedings, we may incur substantial costs and divertmanagement’s time and attention in pursuing these proceedings, which could have a material adverse effect on us. If we are unable toavoid infringing the patent rights of others, we may be required to seek a license, which may not be available, defend an infringementaction or challenge the validity of the patents in court. Patent litigation is costly and time consuming. We may not have sufficientresources to bring these actions to a successful conclusion. In addition, if we fail to obtain a license, develop or obtain non-infringingtechnology or defend an infringement action successfully, or have infringed patents declared invalid, we may incur substantialmonetary damages, encounter significant delays in bringing our products and product candidates to market and be precluded frommanufacturing or selling our products and product candidates.We cannot be certain that others have not filed patent applications for technology covered by our pending applications, or that wewere the first to invent the technology, because:•some patent applications in the United States may be unpublished or otherwise maintained in secrecy until the patents areissued;•patent applications in the United States are typically not published until 18 months after the priority date; and•publications in the scientific literature often lag behind actual discoveries.Our competitors may have filed, and may in the future file, patent applications covering technology similar to ours. Any suchpatent application may have priority over our patent applications, which could further require us to obtain rights to issued patentscovering such technologies. If another party has filed a U.S. patent application on inventions similar to ours, we may have toparticipate in an interference or derivation proceeding declared by the USPTO to determine priority of invention in the United States.The costs of these proceedings could be substantial, and it is possible that such efforts would be unsuccessful if, unbeknownst to us,the other party had independently arrived at the same or similar invention prior to our own invention, resulting in a loss of our U.S.patent position with respect to such inventions. Other countries have similar laws that permit secrecy of patent applications, and suchpatent applications may be entitled to priority over our applications in such jurisdictions.Some of our competitors may be able to sustain the costs of complex patent litigation more effectively than we can because theyhave substantially greater resources. In addition, any uncertainties resulting from the initiation and continuation of any litigation couldhave a material adverse effect on our ability to raise the funds necessary to continue our operations.Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, feepayment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced oreliminated for non-compliance with these requirements.Periodic maintenance fees, renewal fees, annuity fees and various other governmental fees on patents and/or applications will bedue to be paid to the USPTO and various governmental patent agencies outside of the United States in several stages over the lifetimeof the patents and/or applications. We have systems in place to remind us to pay these fees, and we employ a third-party serviceprovider and rely on this service provider to pay these fees due to the USPTO and non-U.S. patent agencies. The USPTO and variousnon-U.S. governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other similarprovisions during the patent application process. We employ reputable law firms and other professionals to help us comply, and inmany cases, an inadvertent lapse can be cured by payment of a late fee or by other means in accordance with the applicable rules.However, there are situations in which66  TABLE OF CONTENTSnoncompliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patentrights in the relevant jurisdiction. In such an event, our competitors might be able to enter the market and this circumstance wouldhave a material adverse effect on our business.We may be subject to claims that our employees have wrongfully used or disclosed alleged trade secrets of their former employers.If we are not able to adequately prevent disclosure of trade secrets and other proprietary information, the value of our technologyand products could be significantly diminished.As is common in the biotechnology and pharmaceutical industries, we employ individuals who were previously employed at otherbiotechnology or pharmaceutical companies, including our competitors or potential competitors. We may be subject to claims thatthese employees, or we, have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of their formeremployers. Litigation may be necessary to defend against these claims. Even if we are successful in defending against these claims,litigation could result in substantial costs and be a distraction to management.We rely on trade secrets to protect our proprietary technologies, especially where we do not believe patent protection is appropriateor obtainable. However, trade secrets are difficult to protect. We rely in part on confidentiality agreements with our employees,consultants, outside scientific collaborators, sponsored researchers and other advisors to protect our trade secrets and other proprietaryinformation. These agreements may not effectively prevent disclosure of confidential information and may not provide an adequateremedy in the event of unauthorized disclosure of confidential information. In addition, others may independently discover our tradesecrets and proprietary information. For example, in September 2016, the Department of Health and Human Services adopted newregulations mandating sponsors to publicly post certain data from clinical trials of products subject to FDA regulation. Although theimplementation of the regulations may be delayed, this and other transparency initiatives may result in making publicly availableinformation we may consider to be trade secrets or proprietary information. Moreover, the EMA has already adopted a policy ofgeneral transparency both in relation to requests under EU freedom of information legislation for access to pre-clinical and clinicalresearch data once marketing authorizations are granted and through proactive disclosure of clinical data on its website. This policycoupled with imminent requirements for public disclosure of clinical research data under a new EU Clinical Trial Regulation, meansthat public disclosure will ordinarily be made of substantial research data that previously would have been considered commerciallyconfidential. Enforcing a claim that a third party illegally obtained and is using any of our trade secrets is expensive and timeconsuming, and the outcome is unpredictable. In addition, courts outside the United States are sometimes less willing to protect tradesecrets. Moreover, our competitors may independently develop equivalent knowledge, methods and know-how. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintaintrade secret protection could adversely affect our competitive business position.We have not yet registered all of our trademarks and failure to secure those registrations could adversely affect our business.We have applied for and obtained a number of trademarks and service marks to further protect the proprietary position of ourproducts. As of December 31, 2016, we have over 290 trademark and service mark registrations and over 230 pending trademark andservice mark applications in the United States and abroad. Our trademark applications may not be allowed for registration or ourregistered trademarks may not be maintained or enforced. During prosecution of applications for trademark registration, we mayreceive rejections or refusals. Although we are given an opportunity to respond to those rejections, we may be unable to overcomesuch rejections. In addition, in the USPTO and in comparable agencies in many other jurisdictions, third parties are given anopportunity to oppose pending trademark applications and to seek to cancel registered trademarks. Opposition or cancellationproceedings have been filed and may in the future be filed against certain of our trademarks, and our trademarks may not survive suchproceedings. If we do not secure registrations for our trademarks, we may encounter more difficulty in enforcing them against thirdparties than we otherwise would.Trademark protection varies in accordance with local law, and continues in some countries as long as the trademark is used and inother countries as long as the trademark is registered. Trademark registrations generally are for fixed but renewable terms. We cannotprovide any assurances that any trademarks or service67  TABLE OF CONTENTSmarks will be sufficient to prevent competitors from adopting similar names. The adoption of similar names by competitors couldimpede our ability to build brand identity and lead to customer confusion, which could adversely affect our sales or profitability.We have received approval from both the FDA and EMA for Ocaliva®, the proprietary name for OCA, as well as the associatedlogo. The Ocaliva trademarks have registered in jurisdictions, including the United States, member states of the CommunityTrademark, Australia, Great Britain, New Zealand, Norway, Switzerland, Taiwan and certain other countries.Risks Related to Our IndebtednessServicing our debt will require significant amounts of cash, and we may not have sufficient cash flow from our business to pay ourdebt.Our ability to make scheduled payments of the principal of, to pay interest on or to refinance the $460 million aggregate principalamount of 3.25% convertible senior notes due 2023 we issued in July 2016, or convertible notes or any indebtedness we or oursubsidiaries may incur in the future depends on our future performance, which is subject to economic, financial, competitive and otherfactors beyond our control. Our business may not generate cash flow from operations in the future sufficient to service our debt,including the convertible notes. If we are unable to generate cash flow, we may be required to adopt one or more alternatives, such asselling assets, restructuring debt or obtaining additional equity capital on terms that may be unfavorable to us or highly dilutive. Ourability to refinance our indebtedness will depend on the capital markets and our financial condition at the time we seek to refinancesuch indebtedness. We may not be able to engage in any of these activities or engage in these activities on desirable terms, whichcould result in a default on our debt obligations.We may incur substantially more debt or take other actions which would affect our ability to pay the principal of and interest onour debt.We and our subsidiaries may be able to incur substantial additional debt in the future, some of which may be secured debt. We andour subsidiaries will not be restricted under the terms of the indenture governing the convertible notes from incurring additional debt,securing existing or future debt, recapitalizing our debt or taking a number of other actions that are not limited by the terms of theindenture governing the convertible notes that could have the effect of diminishing our ability to service our debt when due.The conditional conversion feature of the convertible notes, if triggered, may adversely affect our financial condition and operatingresults.In the event the conditional conversion feature of the convertible notes is triggered, holders will be entitled to convert theirconvertible notes at any time during specified periods at their option. If one or more holders elect to convert their convertible notes,unless we elect to satisfy our conversion obligation by delivering solely shares of our common stock (other than paying cash in lieu ofdelivering any fractional share), we would be required to settle a portion or all of our conversion obligation through the payment ofcash, which could adversely affect our liquidity. In addition, even if holders do not elect to convert their convertible notes, we could berequired under applicable accounting rules to reclassify all or a portion of the outstanding principal of the convertible notes as acurrent rather than long-term liability, which would result in a material reduction of our net working capital.The accounting method for convertible debt securities that may be settled in cash, such as the convertible notes, is the subject ofrecent changes that could have a material effect on our reported financial results.Under Accounting Standards Codification 470-20, Debt with Conversion and Other Options, which we refer to as ASC 470-20, anentity must separately account for the liability and equity components of the convertible debt instruments (such as the convertiblenotes) that may be settled entirely or partially in cash upon conversion in a manner that reflects the issuer’s economic interest cost. Theeffect of ASC 470-20 on the accounting for the convertible notes is that the equity component is required to be included in theadditional paid-in capital section of stockholders’ equity on our consolidated balance sheet, and the value of the equity componentwould be treated as original issue discount for purposes of accounting for the debt component of68  TABLE OF CONTENTSthe convertible notes. As a result, we will be required to record a greater amount of non-cash interest expense in current periodspresented as a result of the amortization of the discounted carrying value of the convertible notes to their face amount over the term ofthe convertible notes. We will report lower net income in our financial results because ASC 470-20 will require interest to includeboth the current period’s amortization of the debt discount and the instrument’s coupon interest, which could adversely affect ourreported or future financial results, the trading price of our common stock and the trading price of the convertible notes.In addition, under certain circumstances, convertible debt instruments (such as the convertible notes) that may be settled entirely orpartly in cash are currently accounted for utilizing the treasury stock method, the effect of which is that the shares issuable uponconversion of the convertible notes will not be included in the calculation of diluted earnings per share except to the extent that theconversion value of the notes exceeds their principal amount. Under the treasury stock method, for diluted earnings per share purposes,the transaction is accounted for as if the number of shares of common stock that would be necessary to settle such excess, if we electedto settle such excess in shares, are issued. We cannot be sure that the accounting standards in the future will continue to permit the useof the treasury stock method. If we are unable to use the treasury stock method in accounting for the shares issuable upon conversionof the convertible notes, then our diluted earnings per share would be adversely affected.Provisions in the indenture governing the convertible notes may deter or prevent a business combination that may be favorable toyou.If a fundamental change occurs prior to the maturity date of the convertible notes, holders of the convertible notes will have theright, at their option, to require us to repurchase all or a portion of their convertible notes. In addition, if a make-whole fundamentalchange occurs prior to the maturity date of the convertible notes, we will in some cases be required to increase the conversion rate fora holder that elects to convert its convertible notes in connection with such make-whole fundamental change. Furthermore, theindenture governing the convertible notes prohibits us from engaging in certain mergers or acquisitions unless, among other things, thesurviving entity assumes our obligations under the convertible notes and the indenture. These and other provisions in the indenturecould deter or prevent a third party from acquiring us even when the acquisition may be favorable to you.Risks Related to Ownership of Our Common StockAn active trading market in our common stock may not be maintained.The trading market in our common stock has been extremely volatile. The quotation of our common stock on The NASDAQGlobal Select Market does not assure that a meaningful, consistent and liquid trading market will exist. We cannot predict whether anactive market for our common stock will be maintained in the future. An absence of an active trading market could adversely affectour stockholders’ ability to sell our common stock at current market prices in short time periods, or possibly at all. Additionally,market visibility for our common stock may be limited and such lack of visibility may have a depressive effect on the market price forour common stock. As of December 31, 2016, approximately 34.8% of our outstanding shares of common stock was held by ourofficers, directors, beneficial owners of 5% or more of our securities (other than FMR LLC, Carmignac Gestion, Capital WorldInvestors, Ameriprise Financial, Inc. and their respective affiliates) and their respective affiliates, which adversely affects the liquidityof the trading market for our common stock, in as much as federal securities laws restrict sales of our shares by these stockholders. Ifour affiliates continue to hold their shares of common stock, there will be limited trading volume in our common stock, which maymake it more difficult for investors to sell their shares or increase the volatility of our stock price.We were previously subject to securities class action litigation and may be subject to similar or other litigation in the future, whichmay divert management’s attention.We have previously been subject to securities class action lawsuits. In February 2014, two purported securities class actions werefiled against us and certain of our officers, which were eventually consolidated. In May 2016, the defendants reached an agreementwith the lead plaintiff to seek Court approval of a proposed resolution and the settlement was ultimately granted final approval by theCourt in September 2016. While the69  TABLE OF CONTENTSfinal judgment and order of the Court included a dismissal of the action with prejudice against all defendants and the defendants didnot admit any liability as part of the settlement, the total payment aggregated to $55.0 million, of which $10.0 million was paid by ourinsurers. There may be additional suits or proceedings brought in the future. Monitoring and defending against legal actions, whetheror not meritorious, is time-consuming for our management and detracts from our ability to fully focus our internal resources on ourbusiness activities, and we cannot predict how long it may take to resolve these matters. In addition, we may incur substantial legalfees and costs in connection with litigation. Although we may receive insurance coverage for certain adversarial proceedings, coveragecould be denied or prove to be insufficient. It is possible that we could, in the future, incur judgment or enter into settlement of claimsfor monetary damages. A decision adverse to our interests could result in the payment of substantial damages and could have amaterial adverse effect on our business, results of operations and financial condition.Our stock price has been and may in the future be volatile, which could cause holders of our common stock and the notes to incursubstantial losses.The trading price of our common stock has been, and is likely to continue to be, highly volatile and could be subject to widefluctuations in response to various factors, some of which are beyond our control. Since our initial public offering which occurred inOctober 2012, the price of our common stock on The NASDAQ Global Select Market has ranged from $17.96 per share to $497.00per share. In addition to the other factors discussed in this “Risk Factors” section, these factors include:•failure to successfully commercialize Ocaliva for PBC in jurisdictions where we have received marketing authorization or ourinability to receive marketing approval for Ocaliva in other jurisdictions;•adverse results or delays in our clinical trials;•inability to obtain additional funding;•any delay in filing an IND, NDA, MAA or comparable submission for any of our products and product candidates and anyadverse development or perceived adverse development with respect to the regulatory review of such submission;•failure to successfully develop and commercialize OCA for indications other than PBC and any of our other productcandidates;•inability to obtain adequate product supply for OCA and our future product candidates or the inability to do so at acceptableprices;•results of clinical trials of our competitors’ products;•regulatory actions with respect to our products or our competitors’ products;•changes in laws or regulations applicable to our products or future products;•failure to meet or exceed financial projections we may provide to the public;•failure to meet or exceed the estimates and projections of the investment community;•actual or anticipated fluctuations in our financial condition and operating results;•actual or anticipated changes in our growth rate relative to our competitors;•actual or anticipated fluctuations in our competitors’ operating results or changes in their growth rate;•competition from existing products or new products that may emerge;•announcements by us, our collaborators or our competitors of significant acquisitions, strategic collaborations, joint ventures,collaborations or capital commitments;•issuance of new or updated research or reports by securities analysts;•fluctuations in the valuation of companies perceived by investors to be comparable to us;•share price and volume fluctuations attributable to inconsistent trading volume levels of our shares;70  TABLE OF CONTENTS•additions or departures of key management or scientific personnel;•disputes or other developments related to proprietary rights, including patents, litigation matters and our ability to obtain patentprotection for our technologies;•announcement or expectation of additional financing efforts;•significant lawsuits, including patent, stockholder or product liability litigation, involving us;•sales of our common stock by us, our insiders or our other stockholders;•failure to adopt appropriate information security systems, including any systems that may be required to support our growingand changing business requirements;•market conditions for biopharmaceutical stocks in general; and•general economic, industry and market conditions.Furthermore, the stock markets in general and the market for biotechnology companies in particular have experienced extremeprice and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies.These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad marketand industry fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes orinternational currency fluctuations may negatively impact the market price of shares of our common stock, regardless of our actualoperating performance. In the past, companies that have experienced volatility in the market price of their stock have been subject tosecurities class action litigation. We may be the target of this type of litigation in the future, which could result in substantial costs anddivert our management’s attention from other business concerns, which could seriously harm our business. As a result of thisvolatility, our stockholders could incur substantial losses.We have a significant stockholder, which will limit your ability to influence corporate matters and may give rise to conflicts ofinterest.Genextra S.p.A., together with its affiliates, whom we refer to collectively as Genextra, is our largest stockholder. As of December31, 2016, Genextra owned 6,454,953 shares of our common stock. The shares of common stock owned by Genextra representedapproximately 26.0% of our outstanding common stock as of December 31, 2016. Accordingly, Genextra exerts and will continue toexert significant influence over us and any action requiring the approval of the holders of our common stock, including the election ofdirectors and amendments to our organizational documents, such as increases in our authorized shares of common stock and approvalof significant corporate transactions. This concentration of voting power makes it less likely that any other holder of common stock ordirectors of our business will be able to affect the way we are managed and could delay or prevent an acquisition of us on terms thatother stockholders may desire.Furthermore, the interests of Genextra may not always coincide with your interests or the interests of other stockholders, andGenextra may act in a manner that advances its best interests and not necessarily those of other stockholders, including seeking apremium value for its common stock, and might affect the prevailing market price for our common stock. Our board of directors,which consists of nine directors, including one associated with Genextra, has the power to set the number of directors on our boardfrom time to time.Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.We are subject to the periodic reporting requirements of the Exchange Act. Our disclosure controls and procedures are designed toreasonably assure that information required to be disclosed by us in reports we file or submit under the Exchange Act is accumulatedand communicated to management, recorded, processed, summarized and reported within the time periods specified in the rules andforms of the SEC. We believe that any disclosure controls and procedures or internal controls and procedures, no matter how wellconceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.71  TABLE OF CONTENTSThese inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occurbecause of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion oftwo or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our controlsystem, misstatements or insufficient disclosure due to error or fraud may occur and not be detected.You may experience future dilution as a result of future equity offerings.In the future, we may offer additional shares of our common stock or other securities convertible into or exchangeable for ourcommon stock in order to raise additional capital. We cannot assure you that we will be able to sell shares or other securities in anyother offering at a price per share that is equal to or greater than the price per share you paid for our shares. Investors purchasingshares or other securities in the future could have rights, preferences or privileges senior to those of existing stockholders and you mayexperience dilution. You may incur additional dilution upon the exercise of any outstanding stock options or vesting of restricted stockunits or awards.If securities or industry analysts cease publishing research or reports about us, our business or our market, or if they publishinaccurate or unfavorable reports about our stock, the price of our stock and trading volume could decline.The trading market for our common stock depends in part on the research and reports that securities or industry analysts publishabout our company. We do not have any control over these analysts, and there can be no assurance that analysts will continue to coverus or provide favorable coverage. If one or more of the analysts who cover us downgrade our common stock or publish inaccurate orunfavorable research about our business, our stock price would likely decline. If one or more of the analysts covering us fail toregularly publish reports on us, demand for our common stock could decline, which could cause our stock price and trading volume todecline.Anti-takeover provisions in our restated certificate of incorporation and our restated bylaws, as well as provisions of Delaware law,might discourage, delay or prevent a change in control of our company or changes in our management and, therefore, depress thetrading price of our common stock.Provisions in our restated certificate of incorporation and restated bylaws, as well as provisions of Delaware law, containprovisions that may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may considerfavorable, including transactions in which you might otherwise receive a premium for your shares of our common stock. Theseprovisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. Our corporate governancedocuments include provisions:•authorizing the issuance of “blank check” convertible preferred stock, the terms of which may be established and shares ofwhich may be issued without stockholder approval;•prohibiting stockholder action by written consent, thereby requiring all stockholder actions to be taken at a meeting of ourstockholders, to the extent that no stockholder, together with its affiliates, holds more than 50% of our voting stock;•eliminating the ability of stockholders to call a special meeting of stockholders;•permitting our board of directors to accelerate the vesting of outstanding equity awards upon certain transactions that result ina change of control; and•establishing advance notice requirements for nominations for election to the board of directors or for proposing matters thatcan be acted upon at stockholder meetings.In addition, as a Delaware corporation, we are subject to provisions of Delaware law, including Section 203 of the DelawareGeneral Corporation Law, or DGCL, which prevents some stockholders holding more than 15% of our outstanding common stockfrom engaging in certain business combinations without approval of the holders of substantially all of our outstanding common stock.Any provision of our restated certificate of incorporation or restated bylaws or Delaware law that has the effect of delaying ordeterring a72  TABLE OF CONTENTSchange in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock, andcould also affect the price that some investors are willing to pay for our common stock.The existence of the foregoing provisions and anti-takeover measures may also frustrate or prevent any attempts by ourstockholders to replace or remove our current management or members of our board of directors and could limit the price thatinvestors might be willing to pay in the future for shares of our common stock. They could also deter potential acquirers of ourcompany, thereby reducing the likelihood that you could receive a premium for your common stock in an acquisition.Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful stockholder claimsagainst us and may reduce the amount of money available to us.As permitted by Section 102(b)(7) of the DGCL, our restated certificate of incorporation limits the liability of our directors to thefullest extent permitted by law. In addition, as permitted by Section 145 of the DGCL, our restated certificate of incorporation andrestated bylaws provide that we shall indemnify, to the fullest extent authorized by the DGCL, each person who is involved in anylitigation or other proceeding because such person is or was a director or officer of our company or is or was serving as an officer ordirector of another entity at our request, against all expense, loss or liability reasonably incurred or suffered in connection therewith.Our restated certificate of incorporation provides that the right to indemnification includes the right to be paid expenses incurred indefending any proceeding in advance of its final disposition, provided, however, that such advance payment will only be made upondelivery to us of an undertaking, by or on behalf of the director or officer, to repay all amounts so advanced if it is ultimatelydetermined that such director is not entitled to indemnification. If we do not pay a proper claim for indemnification in full within 60days after we receive a written claim for such indemnification, except in the case of a claim for an advancement of expenses, in whichcase such period is 20 days, our restated certificate of incorporation and our restated bylaws authorize the claimant to bring an actionagainst us and prescribe what constitutes a defense to such action.Section 145 of the DGCL permits a corporation to indemnify any director or officer of the corporation against expenses (includingattorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any action, suitor proceeding brought by reason of the fact that such person is or was a director or officer of the corporation, if such person acted ingood faith and in a manner that he reasonably believed to be in, or not opposed to, the best interests of the corporation, and, withrespect to any criminal action or proceeding, if he or she had no reason to believe his or her conduct was unlawful. In a derivativeaction (i.e., one brought by or on behalf of the corporation), indemnification may be provided only for expenses actually andreasonably incurred by any director or officer in connection with the defense or settlement of such an action or suit if such personacted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation,except that no indemnification shall be provided if such person shall have been adjudged to be liable to the corporation, unless andonly to the extent that the court in which the action or suit was brought shall determine that the defendant is fairly and reasonablyentitled to indemnity for such expenses despite such adjudication of liability.The rights conferred in the restated certificate of incorporation and the restated bylaws are not exclusive, and we are authorized toenter into indemnification agreements with our directors, officers, employees and agents and to obtain insurance to indemnify suchpersons. We have entered into indemnification agreements with each of our officers and directors.The above limitations on liability and our indemnification obligations limit the personal liability of our directors and officers formonetary damages for breach of their fiduciary duty as directors by shifting the burden of such losses and expenses to us. Although wehave increased the coverage under our directors’ and officers’ liability insurance, certain liabilities or expenses covered by ourindemnification obligations may not be covered by such insurance or the coverage limitation amounts may be exceeded. As a result,we may need to use a significant amount of our funds to satisfy our indemnification obligations, which could severely harm ourbusiness and financial condition and limit the funds available to stockholders who may choose to bring a claim against our company.73  TABLE OF CONTENTSOur ability to use our net operating loss carryforwards and certain other tax attributes may be limited.As of December 31, 2016 and 2015, we had net operating loss carryforwards, or NOLs, for U.S. Federal income tax purposes of$562.3 million and $454.4 million, respectively, which expire between 2024 and 2036. We also have certain state and foreign NOLs invarying amounts depending on the different state and foreign tax laws.Our ability to utilize our NOLs may be limited under Section 382 of the Internal Revenue Code of 1986, as amended, or theInternal Revenue Code, or similar rules. The Section 382 limitations apply if an “ownership change” occurs. Generally, an ownershipchange occurs when certain shareholders increase their aggregate ownership by more than 50 percentage points over their lowestownership percentage in a testing period (typically three years). We have evaluated whether one or more ownership changes underSection 382 have occurred since our inception and have determined that there have been at least two such changes. Although webelieve that these ownership changes have not resulted in material limitations on our ability to use these NOLs, our ability to utilizethese NOLs may be limited due to future ownership changes or for other reasons. Additionally, tax laws limit the time during whichNOLs and certain other tax attributes may be utilized against future taxes. As a result, we may not be able to take full advantage of ourcarryforwards for U.S. federal, state, and foreign tax purposes.Item 1B.Unresolved Staff CommentsNone.Item 2.PropertiesOur corporate headquarters is located in New York, New York, where we lease and occupy an aggregate of approximately 31,400square feet of office space. The lease for our current corporate headquarters will expire in July 2024. In December 2016, we enteredinto lease agreements for our new corporate headquarters in the Hudson Yards development site in New York, New York. We willinitially lease approximately 49,000 square feet of office space in 10 Hudson Yards, which will act as a temporary headquarters, untilwe move our corporate headquarters to 55 Hudson Yards, where we will occupy approximately 85,000 square feet of office space. Thelease for the space at 10 Hudson Yards will expire at varying times through 2021. The lease for the space at 55 Hudson Yards willexpire on the last day of the calendar month in which the 15 th anniversary of the day preceding the rent commencement date falls;however, we have an option to renew the term of the 55 Lease either for two additional terms of five years each or one additional ten-year term. Rent payments for 55 Hudson Yards will commence on the date that is 12 months after we take possession of the premises.Our research and development operations are located in San Diego, California, where we lease and clinical developmentoperations are located in New York, New York and San Diego, California, where we lease and occupy approximately 47,000 squarefeet of space. The lease ends in September 2019; however, we have an option to further extend the lease for an additional five yearterm at market rates prevailing at such time.Our wholly owned subsidiary, Intercept Pharma Europe Ltd., or IPEL, also leases and occupies 8,500 square feet of office space inthe King’s Cross area of London, United Kingdom for our international headquarters. The lease expires in May 2024. We are theguarantor to IPEL’s underlease for the international headquarters. In December 2016, IPEL returned the office space it subleased fromMerck Sharp & Dohme Limited in the King’s Cross area of London, United Kingdom, which constituted approximately 6,000 squarefeet of space.Item 3.Legal ProceedingsSee Item 1. “Business — Legal Proceedings” of this Annual Report on Form 10-KItem 4.Mine Safety DisclosuresNot applicable.74  TABLE OF CONTENTSPART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesMarket InformationOur common stock began trading on the NASDAQ Global Market on October 11, 2012 under the symbol “ICPT”. The followingtable sets forth, for the quarterly periods indicated, the high and low sales prices per share of our common stock as reported on theNASDAQ Global Select Market for each quarter in the years ended December 31, 2016 and 2015. Year Ended December 31, 2016 High LowFirst quarter $152.60 $89.76 Second quarter 173.31 127.45 Third quarter 177.93 140.38 Fourth quarter 166.12 96.63 Year Ended December 31, 2015 High LowFirst quarter $308.28 $144.79 Second quarter 314.88 232.19 Third quarter 285.00 150.00 Fourth quarter 217.99 137.28 StockholdersAs of January 31, 2017, there were 419 stockholders of record, which excludes stockholders whose shares were held in nominee orstreet name by brokers.Performance GraphThe following graph illustrates a comparison of the total cumulative stockholder return for our common stock from October 11,2012 through December 31, 2016 to two indices: the NASDAQ Composite Index and the NASDAQ Biotechnology Index. The graphassumes an initial investment of $100 on October 10, 2012 in our common stock, the stocks comprising the NASDAQ CompositeIndex, and the stocks comprising the NASDAQ Biotechnology Index and it assumes the reinvestment of dividends, if any. Historicalstockholder return is not necessarily indicative of the performance to be expected for any future periods.75  TABLE OF CONTENTSComparison of Cumulative Total Return* Among Intercept Pharmaceuticals, Inc., the NASDAQ Composite Index and the NASDAQ Biotechnology Index*$100 invested on 10/10/2012 in stock or index. Fiscal Year ending December 31, 2016.The performance graph shall not be deemed to be incorporated by reference by means of any general statement incorporating byreference this Annual Report on Form 10-K into any filing under the Securities Act of 1933, as amended, or Securities Act, or theSecurities Exchange Act of 1934, as amended, or Exchange Act, except to the extent that we specifically incorporate such informationby reference, and shall not otherwise be deemed filed under such acts.Dividend PolicyWe have never paid or declared any cash dividends on our common stock, and we do not anticipate paying any cash dividends onour common stock in the foreseeable future. We intend to retain all available funds and any future earnings to fund the developmentand expansion of our business. Any future determination to pay dividends will be at the discretion of our board of directors and willdepend upon a number of factors, including our results of operations, financial condition, future prospects, contractual restrictions,restrictions imposed by applicable law and other factors our board of directors deems relevant.Equity Compensation PlansThe information required by Item 5 of Form 10-K regarding equity compensation plans is incorporated herein by reference to Item12 of Part III of this Annual Report.Recent Sales of Unregistered SecuritiesExcept as previously disclosed in our Quarterly Reports on Form 10-Q during 2016, we did not sell any securities that were notregistered under the Securities Act.Issuer Purchases of Equity SecuritiesWe did not purchase any of our registered equity securities during the period covered by this Annual Report on Form 10-K.76  TABLE OF CONTENTSItem 6.Selected Financial DataThe selected financial data set forth below is derived from our audited consolidated financial statements. The following selectedconsolidated financial data should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Conditionand Results of Operations” and the consolidated financial statements and the notes thereto included elsewhere in this Annual Reporton Form 10-K. The selected financial data in this section are not intended to replace our consolidated financial statements and therelated notes. Our historical results are not necessarily indicative of our future results. Years Ended December 31, 2016 2015 2014 2013 2012 (in thousands, except per share data)Statement of Operations Data: Total revenues $24,951 $2,782 $1,742 $1,622 $2,446 Operating expenses: Selling, general and administrative 273,596 119,242 34,601 13,132 5,177 Research and development 153,893 112,696 80,311 27,941 16,183 Total operating expenses 427,489 231,938 114,912 41,073 21,360 Loss from operations (402,538) (229,156) (113,170) (39,451) (18,914) Total other income (expense), net (10,292) 2,727 (170,056) (28,341) (24,729) Net loss (412,830) (226,429) (283,226) (67,792) (43,643) Dividend on preferred stock, not declared — — — — (2,630) Net loss attributable to common stockholders $(412,830) $(226,429) $(283,226) $(67,792) $(46,273) Net loss per share, basic and diluted $(16.74) $(9.56) $(13.63) $(3.76) $(7.36) Weighted average shares outstanding, basicand diluted 24,663 23,694 20,784 18,029 6,283 December 31, 2016 2015 2014 2013 2012 (in thousands)Balance Sheet Data: Cash, cash equivalents and short-terminvestments $689,385 $628,055 $239,724 $144,832 $110,194 Total assets 739,253 655,758 254,149 150,319 112,179 Accounts payable, accrued expenses and otherliabilities 65,551 45,591 13,459 7,260 3,746 Warrant liability — — — 50,112 30,359 Long-term debt 341,356 — — — — Accumulated deficit (1,108,460) (695,630) (469,202) (185,976) (118,183) Total stockholders’ equity 314,932 602,149 230,891 82,406 65,912 77  TABLE OF CONTENTSItem 7.Management’s Discussion and Analysis of Financial Condition and Results of OperationsYou should read the following discussion and analysis of our financial condition and results of operations together with ourconsolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K. In addition to historicalinformation, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Ouractual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors. Wediscuss factors that we believe could cause or contribute to these differences below and elsewhere in this Annual Report on Form 10-K, including those set forth under Item 1A. “Risk Factors” and under “Forward-Looking Statements” in this Annual Report on Form10-K.OverviewWe are a biopharmaceutical company focused on the development and commercialization of novel therapeutics to treat non-viral,progressive liver diseases with high unmet medical need utilizing our proprietary bile acid chemistry. Our marketed product andclinical product candidates have the potential to treat orphan and more prevalent liver diseases for which, currently, there are limitedtherapeutic solutions.Our lead product candidate, obeticholic acid, or OCA, is a bile acid analog, a chemical substance that has a structure based on anaturally occurring human bile acid, that selectively binds to and activates the farnesoid X receptor, or FXR. We believe OCA hasbroad liver-protective properties and may effectively counter a variety of chronic insults to the liver that cause fibrosis, or scarring,which can eventually lead to cirrhosis, liver transplant and death.OCA was approved in the United States in May 2016 for use in patients with primary biliary cholangitis, or PBC, under the brandname Ocaliva®. We commenced sales and marketing of Ocaliva in the United States shortly after receiving such marketing approval,and Ocaliva is now available to patients primarily through a network of specialty pharmacy distributors. In December 2016, theEuropean Commission granted conditional approval for Ocaliva for the treatment of PBC and we commenced our Europeancommercial launch in January 2017. We have also filed for regulatory approval for OCA in PBC in Canada and plan to file formarketing authorization in other target markets.OCA is also being developed to treat a variety of other non-viral progressive liver diseases such as nonalcoholic steatohepatitis, orNASH, primary sclerosing cholangitis, or PSC, and biliary atresia. We are currently evaluating our future development strategy forOCA in other indications, for our product candidate INT-767 and for our pre-clinical candidates.OCA has been tested in five placebo-controlled clinical trials, including a Phase 3 clinical trial in patients with PBC and two Phase2 clinical trials in patients with NASH or a precursor disease to NASH known as nonalcoholic fatty liver disease, or NAFLD. OCAmet the primary efficacy endpoint in each of these trials with statistical significance. In addition, in October 2015, we announcedresults from a Phase 2 dose ranging trial of OCA in 200 patients with NASH in Japan conducted by our collaborator, SumitomoDainippon Pharma Co., Ltd., or Sumitomo Dainippon. The results of this trial were mixed. Sumitomo Dainippon has informed us thatit is exploring the initiation of its registrational trials for OCA in NASH patients intended to support the registration of this indicationin Japan.OCA has received orphan drug designation in the United States and the European Union for the treatment of PBC and PSC andbreakthrough therapy designation from the U.S. Food and Drug Administration, or FDA, for the treatment of NASH patients with liverfibrosis.OCA achieved the primary endpoint in a Phase 2b clinical trial for the treatment of NASH, known as the FLINT trial, which wassponsored by the U.S. National Institute of Diabetes and Digestive and Kidney Diseases, or NIDDK, a part of the National Institutes ofHealth. The FLINT trial was completed in late July 2014. We have an ongoing Phase 3 clinical trial in non-cirrhotic NASH patientswith liver fibrosis, known as the REGENERATE trial. REGENERATE includes a pre-planned histology-based interim analysis after72 weeks of treatment. We are targeting completion of enrollment of the cohort of patients needed for this analysis by mid-2017, withresults from the interim analysis anticipated in 2019. We also have an ongoing Phase 2 clinical trial, known as the CONTROL trial, tocharacterize the lipid metabolic effects of OCA and cholesterol management effects of concomitant statin administration in NASHpatients. We completed78  TABLE OF CONTENTSenrollment of the targeted number of patients for our CONTROL trial in October 2016 and expect top-line results in 2017. Wecontinue to work towards expanding our overall NASH development program with additional trials and studies, including a Phase 3trial in NASH patients with cirrhosis, which we expect to initiate in 2017.In addition to PBC and NASH, we continue to invest in research of OCA for additional patient populations with other liverdiseases. In September 2016, we completed enrollment of the targeted number of patients in our Phase 2 AESOP trial in PSC toevaluate the effects of 24 weeks of treatment with varying doses of OCA compared to placebo. We expect top-line results from theAESOP trial in 2017. In October 2015, we initiated a Phase 2 clinical trial, known as the CARE trial, of OCA in pediatric patients withbiliary atresia. This trial will evaluate the effects of 11 weeks of OCA treatment where patients with biliary atresia will be randomizedto varying doses of OCA or a control group receiving only their current treatment. As part of our development program, in November2015, we initiated a Phase 1 clinical trial of our second product candidate to enter clinical development, called INT-767, a dual FXRand TGR5 agonist, in healthy volunteers. We have completed a Phase 1 clinical trial of our second product candidate to enter clinicaldevelopment, called INT-767, a dual FXR and TGR5 agonist, in healthy volunteers. Following analysis of the results, we plan toevaluate next steps for a Phase 2 trial of INT-767 in NASH patients with liver fibrosis in 2017.Our current patents for OCA are scheduled to expire at various times through 2033. Our current plan is to commercialize OCAourselves in the United States and Europe for the treatment of PBC, NASH and other indications primarily by targeting physicianswho specialize in the treatment of liver and intestinal diseases, including both hepatologists and gastroenterologists. We ownworldwide rights to OCA except for Japan, China and Korea, where we have exclusively licensed OCA to Sumitomo Dainippon alongwith an option to exclusively license OCA in certain other Asian countries. We own or have rights to various trademarks, copyrightsand trade names used in our business, including Ocaliva.Our net loss for the year ended December 31, 2016 and 2015 was approximately $412.8 million and $226.4 million, respectively.As of December 31, 2016, we had an accumulated deficit of approximately $1.1 billion. Substantially all our net losses resulted fromcosts incurred in connection with our research and development programs and from selling, general and administrative costsassociated with our operations.We expect to continue to incur significant expenses and operating losses for at least the next several years as we:•continue to commercialize Ocaliva for PBC in the United States and Europe;•seek regulatory approval for and prepare to commercially launch Ocaliva for PBC in other jurisdictions;•develop and seek regulatory approval for OCA in NASH and other indications; and•add infrastructure and personnel in the United States and internationally to support our product development andcommercialization efforts and operations as a public company.We anticipate that we will need to raise additional capital to commercialize OCA on a worldwide basis and continue our researchand development activities in relation to OCA and our other pipeline candidates. Until such time, if ever, as we can generatesubstantial revenue from product sales, we expect to finance our operating activities through a combination of equity offerings, debtfinancings, government or other third-party funding, marketing and distribution arrangements and other collaborations, strategicalliances and licensing arrangements. However, we may be unable to raise additional funds or enter into such other arrangements whenneeded on favorable terms or at all. Our failure to raise additional capital or enter into such other arrangements as and when neededwould have a negative impact on our financial condition and our ability to develop our product candidates.79  TABLE OF CONTENTSOur principal executive offices are in New York, New York. We also have administrative offices in San Diego, California andLondon, United Kingdom.Recent DevelopmentsModifications to Phase 3 REGENERATE Trial in NASH Patients With Liver FibrosisOn February 10, 2017, we provided an update to our ongoing Phase 3 REGENERATE trial evaluating OCA in NASH patientswith liver fibrosis.Based on discussions with the FDA, the primary endpoint for the interim analysis for REGENERATE may now be achieved basedon one of: (i) the proportion of OCA-treated patients relative to placebo achieving at least one stage of liver fibrosis improvement withno worsening of NASH (defined as no increase in hepatocellular ballooning or lobular inflammation) or (ii) the proportion of OCA-treated patients relative to placebo achieving NASH resolution with no worsening of liver fibrosis. Prior to this modification of theinterim analysis, each of the two endpoints was required to be achieved as a co-primary endpoint. Furthermore, we selected adefinition for NASH resolution for the trial, which defines a responder as a patient achieving a histologic score of 0 for ballooning and0 or 1 for inflammation.In a retrospective analysis of data from the Phase 2 FLINT trial conducted in a REGENERATE-matched patient cohort,approximately 43% of OCA-treated patients as compared to approximately 21% of patients on placebo achieved at least a one stageimprovement in liver fibrosis without any worsening of NASH (p=0.0059). In a similar retrospective analysis on the FLINT data usingthe definition we selected for NASH resolution, approximately 20% of OCA-treated patients as compared to approximately 6% ofpatients on placebo achieved NASH resolution with no worsening of fibrosis (p=0.0289).As a result of these changes, we anticipate that the interim analysis cohort for REGENERATE will consist of approximately 750NASH patients with stage 2 or 3 fibrosis. We also anticipate completing the enrollment of the interim analysis cohort by mid-2017,with data from the interim analysis anticipated in 2019.Appointment of Jerome B. Durso as Chief Operating OfficerOn February 23, 2017, we announced the appointment of Jerome B. Durso as our new chief operating officer. Mr. Dursocommenced his employment with us on February 23, 2017.Mr. Durso, age 49, brings nearly 25 years of experience in building and leading commercial and business operations at lifesciences companies both in the United States and abroad. Mr. Durso has spent the majority of his career at Sanofi, a globalpharmaceutical company, where he most recently served as senior vice president, chief commercial officer of the global diabetesdivision from 2011 through 2015. From 2010 to 2011, Mr. Durso was senior vice president, chief commercial officer of Sanofi’s U.S.pharmaceuticals business. Prior to that, he served in a number of commercial leadership roles of increasing responsibility in businessunit and brand management, marketing and sales since he first joined Sanofi in 1993. Mr. Durso currently serves as an advisory boardmember of the Robert Wood Johnson University Hospital Somerset in Somerville, New Jersey. Mr. Durso earned his bachelor degreein marketing from the University of Notre Dame.80  TABLE OF CONTENTSResults of OperationsComparison of the Years Ended December 31, 2016 and 2015The following table summarizes our results of operations for the years ended December 31, 2016 and 2015, together with thechanges in those items in dollars and as a percentage: Years Ended December 31, Dollar Change % Change 2016 2015 (in thousands)Revenue: Product revenue, net $18,169 $— $18,169 N/M Licensing revenue 6,782 2,782 4,000 144% Total revenue 24,951 2,782 22,169 797% Operating expenses: Selling, general and administrative 273,596 119,242 154,354 129% Research and development 153,893 112,696 41,197 37% Total operating expenses 427,489 231,938 195,551 84% Other income (expense): Interest expense (14,196) — (14,196) N/M Other income, net 3,904 2,727 1,177 43% Total other income (expense) (10,292) 2,727 (13,019) N/M Net loss $(412,830) $(226,429) $(186,401) 82% *N/M = not meaningful.RevenuesProduct revenue, net was $18.2 million and $0 for the years ended December 31, 2016 and 2015, respectively. We commenced ourcommercial launch in the United States for Ocaliva in PBC in June 2016. For the years ended December 31, 2016 and 2015, licensingrevenue was $6.8 million and $2.8 million, respectively, which resulted from the recognition of development and regulatorymilestones and amortization of the up-front payments under the collaboration agreement with Sumitomo Dainippon.Selling, general and administrative expensesSelling, general and administrative expenses were $273.6 million and $119.2 million for the years ended December 31, 2016 and2015, respectively. The $154.4 million net increase primarily reflects additional personnel-related costs of approximately $50.8million to support our commercial and international initiatives, a one-time net expense of approximately $45.0 million attributable tothe settlement of a purported securities class action lawsuit and increased expenses of approximately $27.5 million in market researchand Ocaliva commercialization activities. Because of these initiatives, indirect expenses (rent, travel, and product related legal costs)and consultant spend increased by $19.1 million and $12.0 million, respectively.Research and development expensesResearch and development expenses were $153.9 million and $112.7 million for the years ended December 31, 2016 and 2015,respectively, representing a net increase of $41.2 million. This net increase in research and development expense primarily reflects anincrease in OCA research and development activities of approximately $38.6 million to support our development activities and anincrease of $7.5 million of compensation-related costs, partially offset by a decrease of indirect costs of approximately $4.9 million.Interest expenseInterest expense was $14.2 million and $0 for the years ended December 31, 2016 and 2015, respectively, due to the issuance ofour 3.25% convertible senior notes due 2023, or convertible notes, in July 2016.81  TABLE OF CONTENTSOther income, netOther income, net was $3.9 million and $2.7 million for the years ended December 31, 2016 and 2015, respectively. The $1.2million increase is primarily attributable to interest income earned on cash, cash equivalents and investment securities, whichincreased compared to the prior year period as a result of increases in cash and investment balances primarily due to the net proceedsfrom the issuance of our convertible notes.Income TaxesFor the years ended December 31, 2016 and 2015, no income tax expense or benefit was recognized. Our deferred tax assets arecomprised primarily of net operating loss carryforwards. We maintain a full valuation allowance on our deferred tax assets since wehave not yet achieved sustained profitable operations. As a result, we have not recorded any income tax benefit since our inception.Comparison of the Years Ended December 31, 2015 and 2014The following table summarizes our results of operations for the years ended December 31, 2015 and 2014, together with thechanges in those items in dollars and as a percentage: Years Ended December 31, Dollar Change % Change 2015 2014 (in thousands)Revenue: Licensing revenue 2,782 1,742 1,040 60% Total revenue 2,782 1,742 1,040 60% Operating expenses: Selling, general and administrative 119,242 34,601 84,641 245% Research and development 112,696 80,311 32,385 40% Total operating expenses 231,938 114,912 117,026 102% Other income (expense): Revaluation of warrants — (170,832) 170,832 -100% Other income, net 2,727 776 1,951 251% Total other income (expense) 2,727 (170,056) 172,783 N/M Net loss $(226,429) $(283,226) $56,797 -20% *N/M = not meaningful.RevenuesFor the years ended December 31, 2015 and 2014, licensing revenue was $2.8 million and $1.7 million, respectively, whichresulted from the recognition of development milestones and amortization of the up-front payments under the collaboration agreementwith Sumitomo Dainippon.Selling, general and administrative expensesSelling, general and administrative expenses were $119.2 million and $34.6 million in the years ended December 31, 2015 and2014, respectively. The $84.6 million net increase primarily reflects increased expenses of approximately $41.4 million related to pre-commercialization activities, which include marketing and public relations. We also increased personnel to manage our increasedoperational activities, resulting in increased compensation and related benefit costs of approximately $34.0 million. Additionally, therewas increased operating costs such as legal, facilities and technology-related expenses of approximately $9.2 million.Research and development expensesResearch and development expenses were $112.7 million and $80.3 million for the years ended December 31, 2015 and 2014,respectively, representing a net increase of $32.4 million. This net increase in research and development expense primarily reflects anincrease in OCA research and development activities82  TABLE OF CONTENTSof approximately $4.6 million to support our clinical operations, an increase in research and discovery expenses of $4.8 million, andadditional personnel on our research and development team to manage the increased activities around our OCA program and otherresearch and discovery initiatives, resulting in approximately $18.0 million of increased compensation-related costs and approximately$5.0 million of indirect costs.Other income, netOther income, net was $2.7 million and $776,000 for the years ended December 21, 2015 and 2014, respectively. This increase of$2.0 million was primarily attributable to interest income earned on cash, cash equivalents and investment securities, which increasedcompared to the prior year period primarily due to our two equity financings in early 2015.Income taxesFor the year ended December 31, 2015 and 2014, no income tax expense or benefit was recognized. Our deferred tax assets arecomprised primarily of net operating loss carryforwards. We maintain a full valuation allowance on our deferred tax assets since wehave not yet achieved sustained profitable operations. As a result, we have not recorded any income tax benefit since our inception.Liquidity and Capital ResourcesSources of LiquidityAs of December 31, 2016, we had an accumulated deficit of $1.1 billion. We anticipate that we will continue to incur losses for atleast the next several years. We expect that our research and development and selling, general and administrative expenses willcontinue to increase and, as a result, we will need additional capital to fund our operations, which we may seek to obtain through acombination of equity offerings, debt financings, government or other third-party funding, marketing and distribution arrangementsand other collaborations, strategic alliances and licensing arrangements.We have funded our operations primarily through the sale of common stock, preferred stock, convertible notes and warrants andpayments received under our collaboration agreements totaling approximately $1.4 billion (net of issuance costs of $46.1 million),including $29.7 million in net proceeds from our Series C financing in August 2012, $78.7 million in net proceeds from our initialpublic offering in October 2012, $61.2 million in net proceeds from our follow-on public offering in June 2013, $183.5 million in netproceeds from a follow-on public offering in April 2014, $191.6 million in net proceeds from a follow-on public offering in February2015, $367.1 million in net proceeds from the follow-on offering in April 2015, $447.6 million in net proceeds from the issuance ofthe convertible notes in July 2016, and the receipt of $22.0 million in up-front payments and milestones under our licensing andcollaboration agreements with Sumitomo Dainippon and Servier. As of December 31, 2016, we had cash, cash equivalents andinvestment securities of $689.4 million. Cash in excess of immediate requirements is invested in accordance with our investmentpolicy, primarily with a view to liquidity and capital preservation. Currently, our funds are held in cash and money market bankaccounts and investments, all of which have maturities of less than two years.Cash FlowsThe following table sets forth the significant sources and uses of cash for the periods set forth below: Years Ended December 31, 2016 2015 2014 (in thousands)Net cash provided by (used in): Operating activities $(342,441) $(162,902) $(87,738) Investing activities (60,135) (389,472) (96,585) Financing activities 414,382 565,469 190,983 Effect of exchange rate changes (873) (376) — Net increase in cash and cash equivalents $10,933 $12,719 $6,660 83  TABLE OF CONTENTSOperating Activities . Net cash used in operating activities of $342.4 million for the year ended December 31, 2016 was primarilya result of our $412.8 million net loss partially offset by net changes in operating assets and liabilities of $8.4 million, $46.2 millionfor stock-based compensation, $3.8 million for depreciation, $6.2 million for accretion of the discount on the convertible notes and theamortization of investment premium of $4.9 million.Net cash used in operating activities of $162.9 million for the year ended December 31, 2015 was primarily a result of our $226.4million net loss partially offset by net changes in operating assets and liabilities of $21.3 million, $34.2 million for stock-basedcompensation, $1.7 million for depreciation and the amortization of investment premium of $6.3 million.Net cash used in operating activities of $87.7 million for the year ended December 31, 2014 was primarily a result of our $283.2million net loss and net changes in operating assets and liabilities of approximately $700,000 offset by the add-back of non-cashexpense of $170.8 million for warrant liability revaluation, $20.1 million for stock-based compensation, $443,000 for depreciation andthe amortization of interest premium of $3.4 million.Investing Activities . For the year ended December 31, 2016, net cash used in investing activities primarily reflects the purchase ofinvestment securities of $511.5 million, partially offset by the sale of investment securities of $456.5 million and capital expendituresof $5.1 million primarily related to our offices.For the year ended December 31, 2015, net cash used in investing activities primarily reflects the purchase of investment securitiesof $640.7 million, partially offset by the sale of investment securities of $257.2 million to fund operations and expenditures forleasehold improvements of $5.9 million primarily for our King’s Cross, London facility and the expansion of our New Yorkheadquarters.For the year ended December 31, 2014, net cash used in investing activities reflects the purchase of investment securities of $204.3million, partially offset by the sale of investments securities of $112.4 million to fund operations and $4.6 million in purchases relatedto the leasehold improvements for the relocation of our San Diego facility.Financing Activities . Net cash provided by financing activities in the year ended December 31, 2016 consisted primarily of theissuance of our convertible notes that occurred in July 2016 of $447.6 million, net of issuance cost, and $5.2 million from the exerciseof options to purchase common stock, partially offset by payments of $38.4 million for the capped call transactions related to ourconvertible notesNet cash provided by financing activities in the year ended December 31, 2015 consisted primarily of net proceeds of the February2015 public offering of $191.6 million, the April 2015 public offering of $367.2 million, and $6.7 million from the exercise of optionsto purchase common stock.Net cash provided by financing activities in the year ended December 31, 2014 consisted primarily of net proceeds of $183.5million from the completion of our April 2014 public offering and $7.5 million from the exercise of options and warrants to purchasecommon stock.Future Funding RequirementsTo date, we have not generated significant product sales revenues. While we commenced our commercial launch of Ocaliva foruse in PBC in the United States and Europe, we cannot predict the period, if any, in which material net cash inflows from sales ofOCA or our other product candidates can sustain our operations. We expect our expenses to increase in connection with our ongoingdevelopment activities, particularly as we continue the research, development and clinical trials of, and seek regulatory approval for,our product candidates.We have incurred and expect to incur additional costs associated with our plans to further expand our operations in the UnitedStates, Europe and in certain other countries. In addition, subject to obtaining regulatory approval of any of our product candidates, weexpect to incur significant commercialization expenses for product sales, marketing, manufacturing and distribution. As part of ourlonger-term strategy, we also anticipate incurring expenses in connection with increases in our product development, scientific,84  TABLE OF CONTENTScommercial and administrative personnel and expansion of our infrastructure in the United States and abroad. We anticipate that wewill need substantial additional funding in connection with our continuing operations.As of December 31, 2016, we had $689.4 million in cash, cash equivalents and investment securities. We currently projectadjusted operating expenses in the range of $380 million to $420 million in the fiscal year ending December 31, 2017, which excludesstock-based compensation and other non-cash items. These expenses are planned to support the continued commercialization ofOcaliva in PBC in the United States and other markets, the continued clinical development for OCA in PBC and NASH and PSC andthe continued development of INT-767 and our other earlier stage pipeline programs. We may make additional investments over 2017as our business evolves. Our adjusted operating expense estimate for 2017 is higher than our adjusted operating expenses for 2016reflecting continued investment in clinical development programs and commercialization activities.Adjusted operating expense is a financial measure not calculated in accordance with U.S. generally accepted accounting principles,or GAAP. We anticipate that stock-based compensation expense will represent the most significant non-cash item that is excludedfrom adjusted operating expenses as compared to operating expenses under GAAP. For the year ended December 31, 2016, adjustedoperating expense also excludes a one-time $45 million net expense for the settlement of a purported class action lawsuit. See “Non-GAAP Financial Measures” for more information.Due to the many variables inherent to the development and commercialization of novel therapies and our rapid growth andexpansion, we currently cannot accurately and precisely predict the duration beyond mid-2018 over which we expect our cash andcash equivalents to be sufficient to fund our operating expenses and capital expenditure requirements. However, we currently believethat our cash and cash equivalents will be sufficient for us to:•continue the initial commercialization of Ocaliva for PBC in the United States and the European Union;•prepare for and initiate the commercial launch of Ocaliva in PBC in certain other target markets across the world, but notcommercially launch Ocaliva in PBC in non-target countries across the world;•continue and expand our clinical development programs for OCA in PBC and NASH, such as continuing, but not completing,our planned Phase 3 clinical program for OCA in NASH, including the REGENERATE trial, and our ongoing COBALTconfirmatory clinical outcomes trial of OCA in PBC; and•advance the continued development of INT-767, for which we completed a Phase 1 clinical trial in 2016, and our preclinicalcompounds, but not completing the clinical or preclinical development needed to obtain regulatory approval for andcommercialize INT-767 or our preclinical compounds.Accordingly, we will continue to require substantial additional capital in connection with our continuing operations, includingcontinuing our commercialization plans and our research and development activities and building our global infrastructure to supportthese activities.The amount and timing of our future funding requirements will depend on many factors, including:•the rate of progress and cost of our continued commercialization activities for Ocaliva in PBC in the United States and theEuropean Union;•our ability to receive marketing approval of Ocaliva for PBC in countries outside of the United States and the European Unionbased on our regulatory submissions package and our work completed to date, including the willingness of the relevantregulatory authorities to accept the POISE trial, which is our completed Phase 3 clinical trial for PBC;•the degree of effort and time needed to prepare for and initiate the commercial launches of Ocaliva in PBC outside of theUnited States and the European Union if we receive marketing authorization;85  TABLE OF CONTENTS•the progress, costs, results of and timing of our clinical development programs for OCA in PBC, NASH and other indications,such as the sufficiency of the REGENERATE trial to be accepted as the sole pivotal trial for marketing approval or theacceptability of a surrogate endpoint for accelerated approval of OCA for the treatment of NASH and any modifications wemay be required to make to the COBALT trial as part of our post-marketing requirements to the FDA or the EMA;•the outcome, costs and timing of seeking and obtaining FDA, EMA and any other regulatory approvals;•the expansion of our research and development activities and the product candidates that we pursue, including INT-767 andour product candidates in preclinical development such as INT-777;•the expansion of our operations, personnel and the size of our company and our need to continue to expand in the longer term;•the costs associated with securing and establishing manufacturing capabilities and procuring the materials necessary for ourproducts and product candidates;•market acceptance of our products and product candidates, which may be affected by reimbursement from payors;•the costs of acquiring, licensing or investing in businesses, products, product candidates and technologies;•our ability to maintain, expand and defend the scope of our intellectual property portfolio, including the amount and timing ofany payments we may be required to make, or that we may receive, in connection with the licensing, filing, prosecution,defense and enforcement of any patents or other intellectual property rights;•the effect of competing technological and market developments; and•other cash needs that may arise as we continue to operate our business.We have no committed external sources of funding. Until such time, if ever, as we can generate substantial revenue from productsales to sustain our operations, we expect to finance our cash needs through a combination of equity offerings, debt financings,government or other third-party funding, marketing and distribution arrangements and other collaborations, strategic alliances andlicensing arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities, theownership interests of our common stockholders will be diluted, and the terms of these securities may include liquidation or otherpreferences that adversely affect the rights of our common stockholders. Debt financing, if available, may involve agreements thatinclude covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capitalexpenditures or declaring dividends. If we raise additional funds through government or other third-party funding, marketing anddistribution arrangements or other collaborations, strategic alliances or licensing arrangements with third parties, we may have torelinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or to grant licenses onterms that may not be favorable to us.Critical Accounting Policies and EstimatesOur management’s discussion and analysis of our financial condition and results of operations is based on our consolidatedfinancial statements, which we have prepared in accordance with generally accepted accounting principles in the United States, orGAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect thereported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, aswell as the reported revenues and expenses during the reporting periods. We evaluate these estimates and judgments on an ongoingbasis. We base our estimates on historical experience and on various other factors that we believe are reasonable under thecircumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are notreadily apparent from other sources. Our actual results may differ from these estimates under different assumptions or conditions.86  TABLE OF CONTENTSWhile our significant accounting policies are more fully described in note 3 to our consolidated financial statements appearingelsewhere in this Annual Report on Form 10-K, we believe that the following accounting policies are the most critical for fullyunderstanding and evaluating our financial condition and results of operations.Revenue RecognitionProduct Revenue, NetRevenue is recognized when the four basic criteria of revenue recognition are met: (1) persuasive evidence that an arrangementexists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed or determinable; and (4) collectability isreasonably assured. When the revenue recognition criteria are not met, we defer the recognition of revenue by recording deferredrevenue on the balance sheet until such time that all criteria are met.Beginning in June 2016, subsequent to the U.S. approval of Ocaliva for the treatment of PBC, we sell Ocaliva in the United Statesprincipally to a limited number of specialty pharmacies which dispense the product directly to patients. The specialty pharmacies arereferred to as our customers.We provide the right of return to our customers for unopened product for a limited time before and after its expiration date. Givenour limited sales history for Ocaliva and the inherent uncertainties in estimating product returns, hawse have determined that theshipments of Ocaliva made to our customers thus far do not meet the criteria for revenue recognition at the time of shipment.Accordingly, we recognize revenue when the product is sold through by our customers, provided all other revenue recognition criteriaare met. We invoice our customers upon shipment of Ocaliva to them and record accounts receivable, with a corresponding liabilityfor deferred revenue equal to the gross invoice price. We then recognize revenue when Ocaliva is sold through as specialty pharmaciesdispense product directly to the patients.We recognized net sales of Ocaliva of $18.2 million for the year ended December 31, 2016. We also recorded $3.9 million indeferred revenues recorded in the short-term portion of deferred revenue on our balance sheet, which represents product shipped todistributors, but not sold through as of December 31, 2016.We have written contracts with each of our customers and delivery occurs when the customer receives Ocaliva. We evaluate thecreditworthiness of each of our customers to determine whether collection is reasonably assured. In order to conclude that the price isfixed and determinable, we must be able to (i) calculate our gross product revenues from the sales to our customers and (ii) reasonablyestimate our net product revenues. We calculate gross product revenues based on the wholesale acquisition cost that we charges ourcustomers for Ocaliva. We estimate net product revenues by deducting from our gross product revenues (i) trade allowances, such asinvoice discounts for prompt payment and customer fees, (ii) estimated government rebates and discounts related to Medicare,Medicaid and other government programs, and (iii) estimated costs of incentives offered to certain indirect customers includingpatients.Trade AllowancesWe provide invoice discounts on Ocaliva sales to certain of our customers for prompt payment and records these discounts as areduction to gross product revenues. These discounts are based on contractual terms.Rebates and DiscountsWe contract with the Centers for Medicare & Medicaid Services (“CMS”) and other government agencies to make Ocalivaavailable to eligible patients. As a result, we estimate any rebates and discounts and deduct these estimated amounts from our grossproduct revenues at the time the revenues are recognized. Our estimates of rebates and discounts are based on the governmentmandated discounts, which are statutorily-defined and applicable to these government funded programs. These estimates are recordedin accrued liabilities on the condensed consolidated balance sheet.Other IncentivesOther incentives that we offer to indirect customers include co-pay assistance cards provided for PBC patients whom reside instates that permit co-pay assistance programs. Our co-pay assistance program is intended to reduce each participating patient’s portionof the financial responsibility for Ocaliva purchase price87  TABLE OF CONTENTSto a specified dollar amount. We estimate each period the amount of co-pay assistance provided to eligible patients based on the termsof the program when product is dispensed by the specialty pharmacies to the patients. These estimates are based on redemptioninformation provided by third party claims processing organizations and are recorded in accrued liabilities on the condensedconsolidated balance sheet.Valuation of Stock-Based CompensationWe record the fair value of stock options, restricted stock units, or RSUs, and restricted stock awards, or RSAs, issued toemployees as of the grant date as compensation expense. We recognize compensation expense over the requisite service period, whichis generally the vesting period. For non-employees, we also record stock options, RSUs and RSAs at their fair value as of the grantdate. We then periodically re-measure the awards to reflect the current fair value at each reporting period until the non-employeecompletes the performance obligation or the date on which a performance commitment is reached. Expense is recognized over therelated service period.We calculate the fair value of stock-options using the Black-Scholes option-pricing model. The Black-Scholes option-pricingmodel requires the use of assumptions, including stock price volatility, the expected life of stock options, risk free interest rate and thefair value of the underlying common stock on the date of grant. Our key assumptions are:•The expected volatility was estimated based upon the historical volatility information of peer companies for each respectivereporting period. We calculated expected volatility based on reported data for selected reasonably similar publicly tradedcompanies for which the historical information is available. For the purpose of identifying peer companies, we considercharacteristics such as industry, length of trading history, similar vesting terms and in-the-money option status.•The assumed dividend yield is based on our expectation of not paying dividends for the foreseeable future.•The expected term of options granted represents the period of time the options are expected to be outstanding.•We determine the risk-free interest rate by reference to implied yields available from U.S. Treasury securities with a remainingterm equal to the expected life assumed at the date of grant.•We estimate forfeitures based on our historical analysis of actual stock option forfeitures.We expect the impact of stock-based compensation may fluctuate in future periods due to the potential changes in the value of ourcommon stock, changes to our headcount and the award of additional stock option and other equity grants to our personnel.Convertible Senior Notes and Capped Call TransactionsIn July 2016, we completed an underwritten public offering of $460.0 million in aggregate principal amount of 3.25% convertiblesenior notes due 2023, or the convertible notes. After deducting the underwriting discounts and offering expenses of approximately$12.4 million, the net proceeds from the convertible notes offering were approximately $447.6 million. In connection with theoffering, we entered into an indenture, as supplemented by the First Supplemental Indenture relating to the convertible notes, orcollectively the Indenture, with U.S. Bank National Association, a national banking association, as trustee governing the convertiblenotes. The convertible notes bear interest at a rate of 3.25% per annum, payable semi-annually on January 1 and July 1 of each year,beginning on January 1, 2017. The convertible notes mature on July 1, 2023, unless earlier repurchased, redeemed or converted.Holders may convert the convertible notes at their option at any time prior to the close of business on the business day immediatelypreceding January 1, 2023 only under the following circumstances: (1) during any calendar quarter (and only during such calendarquarter) commencing after the calendar quarter ending on September 30, 2016, if the last reported sale price of our common stock forat least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day ofthe immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2)during the five business day period after any five consecutive trading day period, or the measurement period, in which the tradingprice (as defined in the Indenture) per $1,000 principal amount of convertible notes for each trading88  TABLE OF CONTENTSday of the measurement period was less than 98% of the product of the last reported sale price of our common stock and theconversion rate on each such trading day; (3) if we call any or all of the convertible notes for redemption, at any time prior to the closeof business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporateevents. On or after January 1, 2023 until the close of business on the second scheduled trading day immediately preceding the maturitydate, holders may convert their convertible notes at any time, regardless of the foregoing circumstances. Upon conversion, we will payor deliver, as the case may be, cash, shares of our common stock (and cash in lieu of any fractional shares) or a combination of cashand shares of our common stock, at our election. The conversion rate will initially be 5.0358 shares of our common stock per $1,000principal amount of convertible notes (equivalent to an initial conversion price of approximately $198.58 per share of common stock).The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. Inaddition, following certain corporate events that occur prior to the maturity date, we will increase the conversion rate for a holder whoelects to convert its convertible notes in connection with such a corporate event in certain circumstances.We may not redeem the convertible notes prior to July 6, 2021. We may redeem for cash all or any portion of the convertiblenotes, at our option, on or after July 6, 2021, if the last reported sale price of our common stock has been at least 130% of theconversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period(including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which weprovide notice of redemption at a redemption price equal to 100% of the principal amount of the convertible notes to be redeemed,plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the convertible notes.If we undergo a fundamental change, holders may require us to repurchase for cash all or any portion of their convertible notes at afundamental change repurchase price equal to 100% of the principal amount of the convertible notes to be repurchased, plus accruedand unpaid interest to, but excluding, the fundamental change repurchase date.The convertible notes are our senior unsecured obligations and rank senior in right of payment to our future indebtedness that isexpressly subordinated in right of payment to the convertible notes; equal in right of payment to our future unsecured indebtednessthat is not so subordinated; effectively junior in right of payment to our future secured indebtedness to the extent of the value of theassets securing such indebtedness; and structurally subordinated to all existing and future indebtedness and other liabilities (includingtrade payables) incurred by our subsidiaries.The Indenture contains customary events of default with respect to the convertible notes, including that upon certain events ofdefault occurring and continuing, the trustee by notice to us, or the holders of at least 25% in principal amount of the outstandingconvertible notes by notice to us, may (subject to the provisions of the Indenture) declare 100% of the principal of and accrued andunpaid interest, if any, on all the convertible notes to be due and payable. In case of certain events of bankruptcy, insolvency orreorganization involving us or a significant subsidiary, 100% of the principal of and accrued and unpaid interest on the convertiblenotes will automatically become due and payable. Upon such a declaration of acceleration, such principal and accrued and unpaidinterest, if any, will be due and payable immediately.In connection with the pricing of the convertible notes, we entered into privately-negotiated capped call transactions with RoyalBank of Canada, or RBC, UBS AG, London Branch, or UBS, and Credit Suisse Capital LLC, or Credit Suisse. The aggregate cost ofthe capped call transactions entered into in connection with the pricing of the notes was approximately $33.4 million. We and RBC,UBS and Credit Suisse entered into additional capped call transactions in connection with the underwriters’ exercise of their over-allotment option in full at an aggregate cost of approximately $5.0 million. The capped call transactions are generally expected toreduce the potential dilution upon conversion of the convertible notes in the event that the market price per share of our commonstock, as measured under the terms of the capped call transactions, is greater than the strike price of the capped call transactions, whichinitially corresponds to the conversion price of the convertible notes, and is subject to anti-dilution adjustments generally similar tothose applicable to the conversion rate of the convertible notes. The cap price of the capped call transactions will initially be $262.2789  TABLE OF CONTENTSper share, and is subject to certain adjustments under the terms of the capped call transactions. If, however, the market price per shareof our common stock, as measured under the terms of the capped call transactions, exceeds the cap price of the capped calltransactions, there would nevertheless be dilution upon conversion of the convertible notes to the extent that such market price exceedsthe cap price of the capped call transactions.Income TaxesNo income tax expense or benefit was recognized in the accompanying consolidated financial statements. Our deferred tax assetsare comprised primarily of net operating loss carryforwards. We maintain a full valuation allowance on our deferred tax assets sincewe have not yet achieved sustained profitable operations. As a result, we have not recorded any income tax benefit since our inception.Contractual Obligations and CommitmentsOur long-term contractual obligations include commitments and estimated purchase obligations entered into in the normal courseof business. The following table summarizes our significant contractual obligations and commercial commitments as of December 31,2016 and the effects such obligations are expected to have on our liquidity and cash flows in future periods: Payments Due By Period Total Less than 1 year 1 – 3 years 4 – 5 years More than 5 years (in thousands)Operating leases $169,886 $9,191 $25,542 $28,077 $107,076 Long-term debt 460,000 — — — 460,000 Purchase obligations 11,877 11,767 89 12 9 Total $641,763 $20,958 $25,631 $28,089 $567,085 See Item 2. “Properties” to this Annual Report on Form 10-K for a description of our operating leases. In addition to the generaldescription of our operating leases, the following provides additional details related to our leases for the Hudson Yards development.In December 2016, we entered into lease agreements relating to our new global corporate headquarters in the Hudson Yardsdevelopment site in New York, New York. The leases will provide us with shorter term office space in 10 Hudson Yards, or the 10Building, and longer term office space in 55 Hudson Yards, or the 55 Building.The lease for the 10 Building will initially provide us with approximately 49,000 square feet of space consisting of the entire 37 thfloor and a portion of the 40 th floor of the 10 Building, or the 10 Lease. The lease for the 37 th floor premises expires in June 2021.The lease for the 40 th floor expires on the earlier to occur of (a) the date that is 285 days after the possession date under the 55 Lease(as defined below), which may be extended pursuant to the terms of the 55 Lease; (b) the date that we legally occupy the premises inthe 55 Building (as defined below); and (c) June 30, 2021. We refer to this date as the 40 th Floor Expiration Date. The 10 Leasecontains customary default provisions, including, without limitation, those relating to payment defaults, performance defaults, eventsof bankruptcy and customary indemnification provisions. The 10 Lease provides for annual fixed rental payments of approximately (i)$5.2 million per year for the period commencing in April 2017 and ending on the day immediately preceding the 40 th FloorExpiration Date and (ii) $3.5 million per year commencing on the 40 th Floor Expiration Date and ending on June 30, 2021. In additionto the fixed rent obligations, we are obligated to pay our percentage share for customary escalations for operating expenses attributableto the 10 Building and the Hudson Yards development, taxes and tax-related payments. As security for the 10 Lease, we provided thelandlord with a letter of credit in the amount of approximately $3.5 million.The lease for the 55 Building will provide us with approximately 85,000 square feet of space consisting of the 23 rd through 25 thfloors of the 55 Building, or the 55 Lease. The 55 Lease will expire on the last day of the calendar month in which the 15 thanniversary of the day preceding the Rent Commencement Date (as defined below) falls. Under the 55 Lease, we have an option torenew the term of the 55 Lease either for (i) two additional terms of five years each or (ii) one additional ten-year term. In addition, the55 Lease90  TABLE OF CONTENTScontains customary default provisions, including, without limitation, those relating to payment defaults under the 55 Lease,performance defaults under the 55 Lease, events of bankruptcy and customary indemnification provisions. The 55 Lease provides forannual fixed rental payments of approximately (i) $7.9 million per year for the period commencing on the date that is 12 months afterthe Company takes possession of its premises in the 55 Building, or the Rent Commencement Date, and ending on the dayimmediately preceding the 5 th anniversary of the Rent Commencement Date; (ii) $8.7 million per year for the period commencing on5 th anniversary of the Rent Commencement Date and ending on the day immediately preceding the 10 th anniversary of the RentCommencement Date; and (iii) $9.6 million per year for the period commencing on 10 th anniversary of the Rent Commencement Dateand ending upon the expiration date of the 55 Lease. In addition to the fixed rent obligations, we are obligated to pay (x) certainincremental construction costs incurred by the landlord on behalf of us and (y) our percentage share for customary escalations foroperating expenses attributable to the 55 Building and the Hudson Yards development, taxes and tax-related payments. As security forthe 55 Lease, we provided the landlord with a letter of credit in the amount of approximately $8.7 million, which will be subject toperiodic reduction under the terms of the 55 Lease.See “— Critical Accounting Policies and Estimates — Convertible Senior Notes and Capped Call Transactions” above for adescription of our convertible notes.We are a party to license and research and development agreements with universities and other third parties, as well as patentassignment agreements, under which we have obtained rights to patents, patent applications and know-how. We enter into contracts inthe normal course of business with contract research organizations, or CROs, for clinical trials, clinical and commercial supplymanufacturing, with vendors for commercial and precommercial activities, research and development activities and other services andproducts for operating purposes. Our agreements generally provide for termination within 90 days of notice. Such agreements arecancelable contracts and not included in the table of contractual obligations and commitments. We have included as purchaseobligations our commitments under agreements to the extent they are quantifiable and are not cancelable.Under our agreement with Sumitomo Dainippon, we are required to use our commercially reasonable efforts to develop OCAoutside of the territories in which Sumitomo Dainippon has a license under the agreement. As these amounts are not quantifiable, theyare not included in the table above.Off-Balance Sheet ArrangementsWe did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements as defined underSecurities and Exchange Commission rules.Recent Accounting PronouncementsSee note 3 to the consolidated financial statements for a full description of recent accounting pronouncements including therespective expected dates of adoption and expected effects on results of operations and financial condition.Basic and Diluted Net Loss Attributable to Common Stockholders per Share of Common StockOur Series A, B and C preferred stock represented participating securities. However, since we have operated at a loss sinceinception, and losses are not allocated to the preferred stock, the two class method did not affect our calculation of earnings per share.Upon the closing of our initial public offering, all outstanding shares of our preferred stock were converted into an aggregate of7,403,817 shares of common stock.Dilutive common stock equivalents would include the dilutive effect of convertible securities, common stock options, RSUs, RSAsand warrants to purchase common stock. Potentially dilutive common stock equivalents totaled approximately 1.9 million shares, 1.5million shares, and 1.5 million shares for the years ended December 31, 2016, 2015 and 2014, respectively. Potentially dilutivecommon stock equivalents were excluded from the diluted earnings per share denominator for all periods because of their anti-dilutiveeffect. Therefore, the weighted average shares used to calculate both basic and diluted earnings per share are the same.91  TABLE OF CONTENTSItem 7A.Quantitative and Qualitative Disclosures about Market RiskOur primary exposure to market risk is interest income sensitivity, which is affected by changes in the general level of U.S. interestrates. We currently do not hedge interest rate exposure. Because of the short-term maturities of our cash equivalents and investmentsecurities, we do not believe that an increase in market rates would have any significant impact on the realized value of our investmentsecurities. If a 10% change in interest rates were to have occurred on December 31, 2016, this change would not have had a materialeffect on the fair value of our investment portfolio as of that date.We do not believe that our cash and cash equivalents and available for sale investments have significant risk of default orilliquidity. While we believe our cash, cash equivalents and available for sale investments do not contain excessive risk, we cannotprovide absolute assurance that in the future our investments will not be subject to adverse changes in market value. In addition, wemaintain significant amounts of cash and cash equivalents at one or more financial institutions that are in excess of federally insuredlimits.We contract with CROs, investigational sites, suppliers, facilities, marketing firms and other vendors and suppliers in Europe andinternationally. We are therefore subject to fluctuations in foreign currency rates in connection with these agreements. We do nothedge our foreign currency exchange rate risk.Inflation generally affects us by increasing our cost of labor and clinical trial costs. We do not believe that inflation has had amaterial effect on our results of operations during 2016, 2015 or 2014.Item 8.Financial Statements and Supplementary DataThe financial statements required to be filed pursuant to this Item 8 are appended to this Annual Report on Form 10-K. An indexof those financial statements is found in Item 15.Item 9.Changes in and Disagreements with Accountants on Accounting and Financial DisclosureNone.Item 9A.Controls and ProceduresEvaluation of Disclosure Controls and ProceduresOur principal executive officer and principal financial officer evaluated the effectiveness of our disclosure controls and proceduresas of December 31, 2016. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under theExchange Act means controls and other procedures of a company that are designed to ensure that information required to be disclosedby a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, withinthe time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include,without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reportsthat it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including itsprincipal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. In designingand evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter howwell designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our managementnecessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on theevaluation of our disclosure controls and procedures as of December 31, 2016, our principal executive officer and principal financialofficer concluded that, as of such date, our disclosure controls and procedures were adequate and effective.Management’s Report on Internal Control over Financial ReportingOur management is responsible for establishing and maintaining adequate internal control over financial reporting for ourcompany. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as aprocess designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by thecompany’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordance with GAAP and92  TABLE OF CONTENTSincludes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recordedas necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and thatreceipts and expenditures of our company are being made only in accordance with authorizations of management and directors of thecompany; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, ordisposition of our company’s assets that could have a material effect on the financial statements.Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements prepared for external purposes in accordance with generally accepted accounting principles.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projectionsof any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes inconditions, or that the degree of compliance with the policies or procedures may deteriorate.Our management, with the participation of our principal executive officer and principal financial officer, assessed the effectivenessof our internal control over financial reporting as of December 31, 2016. In making this assessment, our management used the criteriaset forth in the Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of theTreadway Commission. Based on its assessment, management concluded that our internal control over financial reporting waseffective as of December 31, 2016 based on those criteria.Attestation Report of Independent Registered Public Accounting FirmThe effectiveness of our internal control over financial reporting as of December 31, 2016 has been audited by KPMG LLP, anindependent registered public accounting firm, as stated in their report which is included in this Annual Report on Form 10-K.Changes in Internal Control over Financial ReportingThere were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under theExchange Act), identified in connection with the evaluation of such internal control, that occurred during the three months endedDecember 31, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financialreporting.As a result of our initial commercialization in the quarter ended June 30, 2016, we implemented processes and internal controls torecord product revenues, deferred revenues, cost of sales and inventory. The implementation of these processes resulted in changes toour internal controls over financial reporting, which we believe were material. Further, we plan to continue to evaluate and enhancethe design and documentation of our internal control over financial reporting process related to the recording of product revenues, costof sales and inventory to maintain effective controls over our financial reporting.Item 9B.Other InformationNot applicable.93  TABLE OF CONTENTSPART IIIItem 10.Directors, Executive Officers and Corporate GovernancePursuant to Paragraph G(3) of the General Instructions to Form 10-K, the information required by Part III (Items 10, 11, 12, 13,and 14) is being incorporated by reference herein to our definitive proxy statement to be filed with the SEC within 120 days after theend of the fiscal year ended December 31, 2016 in conjunction with our 2017 Annual Meeting of Stockholders.Item 11.Executive CompensationSee Item 10.Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersSee Item 10.Item 13.Certain Relationships and Related Transactions, and Director IndependenceSee Item 10.Item 14.Principal Accounting Fees and ServicesSee Item 10.PART IVItem 15.Exhibits and Financial Statement Schedules(a) The following documents are filed as part of this Annual Report on Form 10-K:(1) Financial Statements: Reports of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets F-4 Consolidated Statements of Operations F-5 Consolidated Statement of Comprehensive Loss F-6 Consolidated Statements of Changes in Stockholders’ Equity (Deficit) F-7 Consolidated Statements of Cash Flows F-8 Notes to Consolidated Financial Statements F-9 (2) Financial Statement Schedules:All financial statement schedules have been omitted because they are not applicable, not required or the information required isshown in the financial statements or the notes thereto.(3) Exhibits. The exhibits filed as part of this Annual Report on Form 10-K are set forth on the Exhibit Index immediatelyfollowing our consolidated financial statements. The Exhibit Index is incorporated herein by reference.Item 16.Form 10-K SummaryNone.94  TABLE OF CONTENTSSIGNATURESPursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused thisAnnual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. INTERCEPT PHARMACEUTICALS, INC.Date: March 1, 2017 By:/s/ Mark Pruzanski, M.D. Mark Pruzanski President and Chief Executive Officer (Principal Executive Officer)Date: March 1, 2017 By:/s/ Sandip Kapadia Sandip Kapadia Chief Financial Officer (Principal Financial and Accounting Officer)Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed by thefollowing persons in the capacities indicated below and on the dates indicated: Signature Title Date/s/ Mark Pruzanski, M.D. Mark Pruzanski, M.D. President, Chief Executive Officer and Director(Principal Executive Officer) March 1, 2017/s/ Sandip Kapadia Sandip Kapadia Chief Financial Officer (Principal Financial and Accounting Officer) March 1, 2017/s/ Paolo Fundaro Paolo Fundaro Chairman of the Board of Directors March 1, 2017/s/ Srinivas Akkaraju, M.D., Ph.D. Srinivas Akkaraju, M.D., Ph.D. Director March 1, 2017/s/ Luca Benatti, Ph.D. Luca Benatti, Ph.D. Director March 1, 2017/s/ Daniel Bradbury Daniel Bradbury Director March 1, 2017/s/ Keith Gottesdiener, M.D. Keith Gottesdiener, M.D. Director March 1, 2017/s/ Gino Santini Gino Santini Director March 1, 2017/s/ Glenn Sblendorio Glenn Sblendorio Director March 1, 2017/s/ Daniel Welch Daniel Welch Director March 1, 201795  TABLE OF CONTENTSINTERCEPT PHARMACEUTICALS, INC. Index to Consolidated Financial Statements Reports of Independent Registered Public Accounting Firm F-2 Consolidated Financial Statements: Consolidated Balance Sheets as of December 31, 2016 and 2015 F-4 Consolidated Statements of Operations for the Years Ended December 31, 2016, 2015 and 2014 F-5 Consolidated Statement of Comprehensive Loss for the Years Ended December 31, 2016, 2015 and 2014 F-6 Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2016,2015 and 2014 F-7 Consolidated Statements of Cash Flows for the Years Ended December 31, 2016, 2015 and 2014 F-8 Notes to Consolidated Financial Statements F-9 F-1  TABLE OF CONTENTSREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMThe Board of Directors and Stockholders Intercept Pharmaceuticals, Inc.:We have audited the accompanying consolidated balance sheets of Intercept Pharmaceuticals, Inc. and subsidiaries as of December 31,2016 and 2015, and the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity, and cashflows for each of the years in the three-year period ended December 31, 2016. These consolidated financial statements are theresponsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statementsbased on our audits.We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Thosestandards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free ofmaterial misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financialstatements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well asevaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position ofIntercept Pharmaceuticals, Inc. and subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cashflows for each of the years in the three-year period ended December 31, 2016, in conformity with U.S. generally accepted accountingprinciples.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), InterceptPharmaceuticals, Inc.’s internal control over financial reporting as of December 31, 2016, based on criteria established in InternalControl — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission(COSO), and our report dated March 1, 2017 expressed an unqualified opinion on the effectiveness of Intercept Pharmaceuticals,Inc.’s internal control over financial reporting./s/ KPMG LLP New York, New York March 1, 2017F-2  TABLE OF CONTENTSREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMThe Board of Directors and Stockholders Intercept Pharmaceuticals, Inc.:We have audited Intercept Pharmaceuticals, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2016,based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of SponsoringOrganizations of the Treadway Commission (COSO). Intercept Pharmaceuticals, Inc. and subsidiaries’ management is responsible formaintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control overfinancial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Ourresponsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Thosestandards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control overfinancial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control overfinancial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary inthe circumstances. We believe that our audit provides a reasonable basis for our opinion.A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accountingprinciples. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to themaintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of thecompany; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only inaccordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effecton the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projectionsof any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes inconditions, or that the degree of compliance with the policies or procedures may deteriorate.In our opinion, Intercept Pharmaceuticals, Inc. and subsidiaries maintained, in all material respects, effective internal control overfinancial reporting as of December 31, 2016, based on criteria established in Internal Control — Integrated Framework (2013) issuedby the Committee of Sponsoring Organizations of the Treadway Commission (COSO).We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), theconsolidated balance sheets of Intercept Pharmaceuticals, Inc. and subsidiaries as of December 31, 2016 and 2015, and the relatedconsolidated statements of operations, comprehensive loss, changes in stockholders’ equity, and cash flows for each of the years in thethree-year period ended December 31, 2016 and our report dated March 1, 2017 expressed an unqualified opinion on thoseconsolidated financial statements./s/ KPMG LLP New York, New York March 1, 2017F-3  TABLE OF CONTENTSINTERCEPT PHARMACEUTICALS, INC. Consolidated Balance Sheets December 31, 2016 2015 (in thousands)Assets Current assets: Cash and cash equivalents $43,675 $32,742 Investment securities, available-for-sale 645,710 595,313 Accounts receivable 9,126 — Prepaid expenses and other current assets 9,354 13,638 Total current assets 707,865 641,693 Fixed assets, net 11,295 10,047 Inventory 2,279 — Security deposits 17,814 4,018 Total assets $739,253 $655,758 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable, accrued expenses and other liabilities $65,551 $45,591 Short-term interest payable 7,267 — Short-term portion of deferred revenue 5,694 1,782 Total current liabilities 78,512 47,373 Long-term liabilities: Long-term debt 341,356 — Long-term portion of deferred revenue 4,453 6,236 Total liabilities $424,321 $53,609 Stockholders’ equity: Common stock par value $0.001 per share; 45,000,000 and 35,000,000 sharesauthorized; 24,819,918 and 24,391,430 shares issued and outstanding as ofDecember 31, 2016 and December 31, 2015, respectively 25 24 Additional paid-in capital 1,426,168 1,300,008 Accumulated other comprehensive loss, net (2,801) (2,253) Accumulated deficit (1,108,460) (695,630) Total stockholders’ equity 314,932 602,149 Total liabilities and stockholders’ equity $739,253 $655,758 See accompanying notes to consolidated financial statements.F-4  TABLE OF CONTENTSINTERCEPT PHARMACEUTICALS, INC. Consolidated Statements of Operations Years Ended December 31, 2016 2015 2014 (in thousands, except per share data)Revenue: Product revenue, net $18,169 $— $— Licensing revenue 6,782 2,782 1,742 Total revenue 24,951 2,782 1,742 Operating expenses: Selling, general and administrative 273,596 119,242 34,601 Research and development 153,893 112,696 80,311 Total operating expenses 427,489 231,938 114,912 Operating loss (402,538) (229,156) (113,170) Other income (expense): Interest expense (14,196) — — Revaluation of warrants — — (170,832) Other income, net 3,904 2,727 776 Total other income (expense) (10,292) 2,727 (170,056) Net loss $(412,830) $(226,429) $(283,226) Net loss per common and potential common share: Basic and diluted $(16.74) $(9.56) $(13.63) Weighted average common and potential common shares outstanding: Basic and diluted 24,663 23,694 20,784 See accompanying notes to consolidated financial statements.F-5  TABLE OF CONTENTSINTERCEPT PHARMACEUTICALS, INC. Consolidated Statements of Comprehensive Loss Years Ended December 31, 2016 2015 2014 (in thousands)Net loss $(412,830) $(226,429) $(283,226) Other comprehensive loss: Unrealized gains (losses) on securities: Unrealized holding gains (losses) arising during the period 378 (1,628) (369) Reclassification for recognized gains (losses) on marketableinvestment securities during the period recognized in otherincome, net (48) 3 25 Net unrealized gains (losses) on marketable investment securities $330 $(1,625) $(344) Foreign currency translation adjustments (878) (347) — Comprehensive loss $(413,378) $(228,401) $(283,570) See accompanying notes to consolidated financial statements.F-6  TABLE OF CONTENTSINTERCEPT PHARMACEUTICALS, INC. Consolidated Statements of Changes in Stockholders’ Equity For the Years Ended December 31, 2016, 2015, and 2014 (in thousands) Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other ComprehensiveIncome (Loss) Stockholders’ Equity (Deficit) Shares AmountBalance – December 31, 2013 19,390 $19 $268,303 $(185,975) $60 $82,407 Stock-based compensation — — 20,127 — — 20,127 Issuance of common stock frompublic offering, net of underwritingfees and issuance costs 600 1 183,475 — — 183,476 Warrants converted to common stock 835 1 220,943 — — 220,944 Net proceeds from exercise of stockoptions 591 1 7,507 — — 7,508 Other comprehensive income — — — — (341) (341) Net loss — — — (283,226) — (283,226) Balance – December 31, 2014 21,416 $22 $700,355 $(469,201) $(281) $230,895 Stock-based compensation — — 34,189 — — 34,189 Issuance of common stock frompublic offering, net of underwritingfees and issuance costs 2,481 1 558,753 — — 558,754 Net proceeds from exercise of stockoptions 495 1 6,711 — — 6,712 Other comprehensive income — — — — (1,972) (1,972) Net loss — — — (226,429) — (226,429) Balance – December 31, 2015 24,392 $24 $1,300,008 $(695,630) $(2,253) $602,149 Stock-based compensation — — 46,205 — — 46,205 Recognition of debt discount onconvertible notes — — 113,145 — — 113,145 Purchase of capped call transactionsand associated costs — — (38,364) — — (38,364) Net proceeds from exercise of stockoptions 428 1 5,174 — — 5,175 Other comprehensive income — — — — (548) (548) Net loss — — — (412,830) — (412,830) Balance – December 31, 2016 24,820 $25 $1,426,168 $(1,108,460) $(2,801) $314,932 See accompanying notes to consolidated financial statements.F-7  TABLE OF CONTENTSINTERCEPT PHARMACEUTICALS, INC. Consolidated Statements of Cash Flows Years Ended December 31, 2016 2015 2014 (in thousands)Cash flows from operating activities: Net loss $(412,830) $(226,429) $(283,226) Adjustments to reconcile net loss to net cash used in operating activities: Revaluation of warrants — — 170,832 Share-based compensation 46,205 34,189 20,127 Amortization of investment premium 4,939 6,302 3,366 Amortization of deferred financing costs 685 — — Realized loss on investments 48 — — Depreciation 3,831 1,691 443 Loss on the disposal of property and equipment — — 20 Accretion of debt discount 6,242 — — Changes in operating assets: Prepaid expenses and other current assets 4,284 (7,516) (3,371) Security deposits (13,796) (1,575) (1,388) Accounts receivable (9,126) — — Inventory (2,279) — — Changes in operating liabilities: Accounts payable, accrued expenses and other current liabilities 19,960 32,218 6,200 Interest payable 7,267 — — Deferred revenue 2,129 (1,782) (741) Net cash used in operating activities (342,441) (162,902) (87,738) Cash flows from investing activities: Purchases of investment securities (511,521) (640,709) (204,344) Sales of investment securities 456,465 257,172 112,402 Purchases of equipment, leasehold improvements, and furniture andfixtures (5,079) (5,935) (4,643) Net cash used in investing activities (60,135) (389,472) (96,585) Cash flows from financing activities: Proceeds from issuance of stock offerings, net of issuance costs — 558,756 183,475 Payments for capped call transactions and associated costs (38,364) — — Proceeds from issuance of Convertible Notes, net of issuance costs 447,573 — — Proceeds from exercise of options 5,173 6,713 7,508 Net cash provided by financing activities 414,382 565,469 190,983 Effect of exchange rate changes (873) (376) — Net increase in cash and cash equivalents 10,933 12,719 6,660 Cash and cash equivalents – beginning of period 32,742 20,023 13,363 Cash and cash equivalents – end of period $43,675 $32,742 $20,023 Supplemental disclosures of non-cash activities: Issuance of common stock for cashless warrant exchange $— $— $220,944 See accompanying notes to consolidated financial statements.F-8  TABLE OF CONTENTSINTERCEPT PHARMACEUTICALS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS1. Overview of BusinessIntercept Pharmaceuticals, Inc. (“Intercept” or the “Company”) is a biopharmaceutical company focused on the development andcommercialization of novel therapeutics to treat non-viral, progressive liver diseases, including primary biliary cholangitis (“PBC”),nonalcoholic steatohepatitis (“NASH”), primary sclerosing cholangitis (“PSC”) and biliary atresia. Founded in 2002 in New York,Intercept now has operations in the United States, Europe and Canada.2. Basis of PresentationThe Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the UnitedStates of America (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires management tomake estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets andliabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actualresults could differ from those estimates.Certain reclassifications have been made to prior period amounts in our consolidated statements of operations to conform to thecurrent period presentation. The Company reclassified certain medical affairs costs of $15.5 million from research and developmentexpense to selling, general and administrative expense on the consolidated statements operations during the year ended December 31,2015.3. Summary of Significant Accounting PoliciesPrinciples of ConsolidationThe consolidated financial statements include the accounts of Intercept and its wholly owned subsidiaries. All intercompanybalances and transactions have been eliminated in consolidation. The Company has no unconsolidated subsidiaries or investmentsaccounted for under the equity method.Cash and Cash EquivalentsThe Company considers all highly liquid securities with a maturity of three months or less at acquisition to be cash equivalents.Investment Securities, Available for SaleInvestment securities are considered to be available-for-sale and are carried at fair value. Unrealized gains and losses, if any, arereported in other comprehensive income (loss). The cost of investment securities classified as available-for-sale is adjusted foramortization of premiums and accretion of discounts to maturity. Such amortization and accretion are included in interest income.Realized gains and losses, and declines in value judged to be other-than-temporary, if any, are also included in other income, net. Thecost of securities sold is based on the specific identification method. The estimated fair value of the available for sale securities isdetermined based on quoted market prices or rates for similar instruments.Fair Value of Financial InstrumentsFinancial instruments, including cash and cash equivalents, receivables, accounts payable and accrued liabilities are carried at costwhich management believes approximates fair value because of the short term maturity of these instruments.Risks and UncertaintiesThe Company is subject to risks common to companies in the pharmaceutical industry including failing to secure additionalfunding, uncertainties related to commercialization of products, and regulatory approval.Concentration of Credit RiskFinancial instruments, which potentially subject the Company to concentrations of credit risk, principally consist of cash, cashequivalents and investment securities. The Company currently invests its excess cashF-9  TABLE OF CONTENTSINTERCEPT PHARMACEUTICALS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS3. Summary of Significant Accounting Policies – (continued)primarily in money market funds, U.S. Treasury notes, and high quality, marketable debt instruments of corporations, financialinstitutions and government sponsored enterprises. The Company has adopted an investment policy that includes guidelines relative tocredit quality, diversification and maturities to preserve principal and liquidity. On a consolidated basis, for the year ended December31, 2016, the Company’s three largest customers (as discussed in more detail below under “Revenue Recognition”) accounted for49%, 37% and 12%, of the Company’s gross sales, respectively.Accounts ReceivableThe Company extends credit to customers based on its evaluation of the customer’s financial condition. The Company recordsreceivables for all billings when amounts are due under standard terms. Accounts receivable are stated at amounts due net ofapplicable prompt pay discounts and other contractual adjustments as well as an allowance for doubtful accounts. The Companyassesses the need for an allowance for doubtful accounts by considering a number of factors, including the length of time tradeaccounts receivable are past due, the customer’s ability to pay its obligation and the condition of the general economy and the industryas a whole. The Company will write off accounts receivable when the Company determines that they are uncollectible. The Companyhas recorded $9.1 million of accounts receivable as of December 31, 2016 and has not recorded an allowance for any doubtfulaccounts as of December 31, 2016. On a consolidated basis, the Company’s three largest customers accounted for 45%, 38% and 14%of the December 31, 2016 accounts receivable balance, respectively.Fixed AssetsFixed assets are stated at cost, and depreciated over the estimated useful life of the assets. Depreciation is recorded using thestraight-line method over the estimated useful lives of the respective assets, generally three to seven years. Leasehold improvementsare amortized over the shorter of the asset’s useful life or the life of the lease term. Expenditures for maintenance and repairs arecharged to expense as incurred.Impairment of Long-Lived AssetsLong-lived assets consist of fixed assets. The Company evaluates long-lived assets for impairment when events and circumstancesindicate that the carrying amount of an asset or group of assets may not be fully recoverable.InventoryInventories are stated at the lower of cost or estimated realizable value. The Company determines the cost of inventory using thefirst-in, first-out, or FIFO, method. The Company capitalizes inventory costs associated with the Company’s product after regulatoryapproval when, based on management’s judgment, future commercialization is considered probable and the future economic benefit isexpected to be realized; otherwise, such costs are expensed as research and development. The Company periodically analyzes itsinventory levels to identify inventory that may expire prior to expected sale or has a cost basis in excess of its estimated realizablevalue, and writes-down such inventories as appropriate. In addition, the Company’s product is subject to strict quality control andmonitoring which the Company performs throughout the manufacturing process. If certain batches or units of product no longer meetquality specifications or become obsolete due to expiration, the Company records a charge to cost of sales sold to write down suchunmarketable inventory to zero.Convertible Senior NotesThe Company’s 3.25% convertible senior notes due 2023 (the “Convertible Notes”) are accounted for in accordance with FinancialAccounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 470, formerly FSP APB 14-1, Accounting forConvertible Debt Instruments That May be Settled in Cash upon Conversion (Including Partial Cash Settlement). ASC Subtopic 470-20 requires the issuer ofF-10  TABLE OF CONTENTSINTERCEPT PHARMACEUTICALS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS3. Summary of Significant Accounting Policies – (continued)convertible debt that may be settled in shares or cash upon conversion at the issuer’s option, such as these notes, to account for theliability (debt) and equity (conversion option) components separately. The value assigned to the debt component is the estimated fairvalue, as of the issuance date, of a similar debt instrument without the conversion option. The amount of the equity component (andresulting debt discount) is calculated by deducting the fair value of the liability component from the principal amount of theconvertible debt instrument. The resulting debt discount is amortized as additional non-cash interest expense over the expected life ofthe notes utilizing the effective interest method. Although ASC 470 has no impact on the Company’s actual past or future cash flows,it requires the Company to record non-cash interest expense as the debt discount is amortized. For additional information, see Note10 — Long-Term Debt.Revenue RecognitionProduct Revenue, NetRevenue is recognized when the four basic criteria of revenue recognition are met: (1) persuasive evidence that an arrangementexists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed or determinable; and (4) collectability isreasonably assured. When the revenue recognition criteria are not met, we defer the recognition of revenue by recording deferredrevenue on the balance sheet until such time that all criteria are met.Beginning in June 2016, subsequent to the U.S. Food and Drug Administration (“FDA”) approval of Ocaliva® (obeticholic acid or“OCA”) for the treatment of PBC, the Company sells Ocaliva in the United States principally to a limited number of specialtypharmacies which dispense the product directly to patients. The specialty pharmacies are referred to as the Company’s customers.The Company provides the right of return to its customers for unopened product for a limited time before and after its expirationdate. Given the Company’s limited sales history for Ocaliva and the inherent uncertainties in estimating product returns, the Companyhas determined that the shipments of Ocaliva made to its customers thus far do not meet the criteria for revenue recognition at the timeof shipment. Accordingly, the Company recognizes revenue when the product is sold through by its customers, provided all otherrevenue recognition criteria are met. The Company invoices its customers upon shipment of Ocaliva to them and records accountsreceivable, with a corresponding liability for deferred revenue equal to the gross invoice price. The Company then recognizes revenuewhen Ocaliva is sold through as specialty pharmacies dispense product directly to the patients.The Company recognized net sales of Ocaliva of $18.2 million for the year ended December 31, 2016. The Company also recorded$3.9 million in deferred revenues recorded in short-term portion of deferred revenue on its balance sheet, which represents productshipped to distributors, but not sold through as of December 31, 2016.The Company has written contracts with each of its customers and delivery occurs when the customer receives Ocaliva. TheCompany evaluates the creditworthiness of each of its customers to determine whether collection is reasonably assured. In order toconclude that the price is fixed and determinable, the Company must be able to (i) calculate its gross product revenues from the salesto its customers and (ii) reasonably estimate its net product revenues. The Company calculates gross product revenues based on thewholesale acquisition cost that the Company charges its customers for Ocaliva. The Company estimates its net product revenues bydeducting from its gross product revenues (i) trade allowances, such as invoice discounts for prompt payment and customer fees, (ii)estimated government rebates and discounts related to Medicare, Medicaid and other government programs, and (iii) estimated costsof incentives offered to certain indirect customers including patients.F-11  TABLE OF CONTENTSINTERCEPT PHARMACEUTICALS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS3. Summary of Significant Accounting Policies – (continued)Trade AllowancesThe Company provides invoice discounts on Ocaliva sales to certain of its customers for prompt payment and records thesediscounts as a reduction to gross product revenues. These discounts are based on contractual terms.Rebates and DiscountsThe Company contracts with Centers for Medicare & Medicaid Services (“CMS”) and other government agencies to make Ocalivaavailable to eligible patients. As a result, the Company estimates any rebates and discounts and deducts these estimated amounts fromits gross product revenues at the time the revenues are recognized. The Company’s estimates of rebates and discounts are based on thegovernment mandated discounts, which are statutorily-defined and applicable to these government funded programs. These estimatesare recorded in accrued liabilities on the condensed consolidated balance sheet.Other IncentivesOther incentives that the Company offers to indirect customers include co-pay assistance cards provided by the Company for PBCpatients whom reside in states that permit co-pay assistance programs. The Company’s co-pay assistance program is intended toreduce each participating patient’s portion of the financial responsibility for Ocaliva purchase price to a specified dollar amount. TheCompany estimates each period the amount of co-pay assistance provided to eligible patients based on the terms of the program whenproduct is dispensed by the specialty pharmacies to the patients. These estimates are based on redemption information provided bythird party claims processing organizations and are recorded in accrued liabilities on the condensed consolidated balance sheet.Licensing RevenueThe Company accounts for the development, regulatory and sales milestones within an arrangement in accordance with themilestone method of revenue recognition. This method allows for the recognition of consideration which is contingent on theachievement of a substantive milestone in its entirety in the period the milestone is achieved. Each future milestone is consideredsubstantive if it (i) relates solely to the past performance of the intellectual property to achieve the milestone; (ii) is reasonable relativeto all of the deliverables and payment terms in the arrangement; and (iii) is commensurate with either the Company’s performance orthe enhanced value of the intellectual property as a result of a specific outcome resulting from the Company’s performance.Research and Development ExpensesResearch and development costs that do not have alternative future use are charged to expense as incurred. This includes the costof conducting clinical trials, compensation and related overhead for employees and consultants involved in research and developmentand the cost of the Company’s manufacturing activities to supply ongoing and future clinical trials and preclinical studies as well aspreparations for commercialization of obeticholic acid (“OCA”). For periods prior to the commercial launch of Ocaliva in PBC in June2016, the manufacturing costs for OCA were expensed as part of research and development. The Company will continue to incurmanufacturing costs for commercial supply of OCA in other indications such as NASH prior to their approval.Stock-based CompensationThe Company accounts for stock-based compensation in accordance with Financial Accounting Standards Board’s AccountingStandards Codification (“ASC”) 718, “Compensation — Stock Compensation” (ASC 718). The Company estimates the fair value ofstock options using the Black-Scholes option pricing model on the date of the grant. Restricted stock units and restricted stock awardsare valued based on the closing price of the Company’s common stock on the date of the grant. The fair value of equity instrumentsF-12  TABLE OF CONTENTSINTERCEPT PHARMACEUTICALS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS3. Summary of Significant Accounting Policies – (continued)expected to vest after taking into consideration an estimate of award forfeitures based on actual experience are recognized andamortized on a straight-line basis over the requisite service period of the award. Generally stock options fully vest four years from thegrant date and have a term of ten years. The Company recognizes stock-based compensation for consultants on a mark — to-marketbasis which is updated on a quarterly basis.Warrants to Purchase Common StockIn conjunction with various financing transactions, the Company issued warrants to purchase the Company’s common stock.Certain of the warrants included a so-called “down round” provision that provided for a reduction in the warrant exercise price if therewere subsequent issuances of additional shares of common stock for consideration per share less than the per share warrant exerciseprices and certain warrants contained a provision that required the underlying shares to be registered upon an initial public offering(“IPO”). These warrants were deemed to be derivative instruments and as such, were recorded as a liability and were marked-to-market at each reporting period using the Black-Scholes option pricing model. The Company estimated the fair values of the warrantsat each reporting period using a Black-Scholes option-pricing. Management concluded, under the Company’s facts and circumstances,that the estimated fair values of the warrants using the Black-Scholes option-pricing model approximates, in all material respects, thevalues determined using a binomial valuation model. The estimates in the Black-Scholes option-pricing model and the binomialvaluation model are based, in part, on subjective assumptions, including but not limited to stock price volatility, the expected life ofthe warrants, the risk free interest rate and the fair value of the common stock underlying the warrants. Changes in the fair value of thecommon stock warrant liability from the prior period were recorded as a component of other income and expense.Net Income (Loss) Per ShareBasic net income (loss) per share is computed by dividing net income (loss) attributable to common stockholders (numerator) bythe weighted average number of common shares outstanding (denominator) during the period. Diluted net income (loss) per sharegives effect to all dilutive potential common shares outstanding during the period including stock options, restricted stock units(“RSUs”) and warrants using the treasury stock method.Income TaxesThe Company utilizes the asset and liability method of accounting for income taxes. Under this method, deferred tax assets andliabilities are determined based on the difference between the financial statement carrying amounts and tax bases of assets andliabilities using enacted tax rates in effect for years in which the temporary differences are expected to reverse. The Companyestablishes a valuation allowance when it believes it is more likely than not that deferred tax assets will not be realized.The Company determines the need for a valuation allowance by assessing the probability of realizing deferred tax assets, takinginto consideration all available positive and negative evidence, including historical operating results, expectations of future taxableincome, carryforward periods available, various income tax strategies and other relevant factors. Significant judgment is required inmaking this assessment and to the extent future expectations change, the Company would have to assess the recoverability of itsdeferred assets at that time. At December 31, 2016 and 2015, the Company maintained a full valuation allowance on its deferred taxassets.At any one time the Company’s tax returns for numerous tax years are subject to examination by U.S. Federal, state, and foreigntaxing jurisdictions. The impact of an uncertain tax position taken or expected to be taken on an income tax return must be recognizedin the financial statements at the largest amount that is more likely than not to be sustained. An uncertain income tax position will notbe recognized in the financial statements unless it is more likely than not to be sustained. At December 31, 2016 and 2015, theCompany had no reserves for unrecognized tax benefits.F-13  TABLE OF CONTENTSINTERCEPT PHARMACEUTICALS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS3. Summary of Significant Accounting Policies – (continued)SegmentsThe Company operates in one segment. The Company is a biopharmaceutical company focused on discovering, developing andcommercializing treatments for non-viral, progressive liver diseases.Recent Accounting PronouncementsIn November 2015, the FASB issued Accounting Standards update (“ASU”) 2015-17, Income Taxes (Topic 740): Balance SheetClassification of Deferred Taxes, which requires that deferred tax assets and liabilities, as well as any related valuation allowance, beclassified as noncurrent on the balance sheet rather than being separated into current and noncurrent. The ASU is effective for fiscalyears and interim periods within those years beginning after December 15, 2016. Early adoption is permitted and may be applied eitherretrospectively or on a prospective basis. The Company has early adopted this ASU effective with its annual reporting period endedDecember 31, 2016 on a prospective basis. The adoption did not have a material impact on the Company’s consolidated financialstatements.In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”) which supersedes Topic 840, Leases. ASU 2016-02requires lessees to recognize a right-of-use asset and a lease liability on their balance sheets for all the leases with terms greater thantwelve months. Based on certain criteria, leases will be classified as either financing or operating, with classification affecting thepattern of expense recognition in the income statement. For leases with a term of twelve months or less, a lessee is permitted to makean accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes thiselection, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. ASU 2016-02 iseffective for fiscal years beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. Intransition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using amodified retrospective approach. The modified retrospective approach includes a number of optional practical expedients primarilyfocused on leases that commenced before the effective date of Topic 842, including continuing to account for leases that commencebefore the effective date in accordance with previous guidance, unless the lease is modified. The Company is evaluating the impact ofthe adoption of the standard on its consolidated financial statements.In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which is intendedto improve the accounting for share-based payment transactions as part of the FASB’s simplification initiative. The ASU changescertain aspects of the accounting for share-based payment award transactions, including: (1) accounting for income taxes; (2)classification of excess tax benefits on the statement of cash flows; (3) forfeitures; (4) minimum statutory tax withholdingrequirements; and (5) classification of employee taxes paid on the statement of cash flows when an employer withholds shares for taxwithholding purposes. The ASU is effective for fiscal years beginning after December 15, 2016, and interim periods within those yearsfor public business entities. We do not expect the adoption of this updated standard to have a material impact on our consolidatedfinancial statements and related disclosures.In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09supersedes the revenue recognition requirements of FASB ASC Topic 605, Revenue Recognition and most industry-specific guidancethroughout the ASC, resulting in the creation of FASB ASC Topic 606, Revenue from Contracts with Customers. ASU 2014-09requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount thatreflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. This ASU providesalternative methods of adoption. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers, Deferralof the Effective Date (“ASU 2015-14”). ASU 2015-14 defers the effective date of ASU 2014-09 by one year to December 15, 2017 forfiscal years, and interim periods within those years, beginning after that date and permits early adoption of the standard, but not beforethe originalF-14  TABLE OF CONTENTSINTERCEPT PHARMACEUTICALS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS3. Summary of Significant Accounting Policies – (continued)effective date for fiscal years beginning after December 15, 2016. In March 2016, the FASB issued ASU 2016-08, Revenue fromContracts with Customers, Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (“ASU 2016-08”) clarifyingthe implementation guidance on principal versus agent considerations. Specifically, an entity is required to determine whether thenature of a promise is to provide the specified good or service itself (that is, the entity is a principal) or to arrange for the good orservice to be provided to the customer by the other party (that is, the entity is an agent). The determination influences the timing andamount of revenue recognition. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers, IdentifyingPerformance Obligations and Licensing, clarifying the implementation guidance on identifying performance obligations and licensing.Specifically, the amendments reduce the cost and complexity of identifying promised goods or services and improves the guidance fordetermining whether promises are separately identifiable. The amendments also provide implementation guidance on determiningwhether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which issatisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The effective date andtransition requirements for ASU 2016-08 and ASU 2016-10 are the same as the effective date and transition requirements for ASU2014-09. The Company is currently assessing the potential impact of adopting ASU 2014-09, ASU 2016-08 and ASU 2016-10 on itsfinancial statements and related disclosures.On August 27, 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a GoingConcern (“ASU 2014-15”), which requires an entity to evaluate whether conditions or events, in the aggregate, raise substantial doubtabout the entity’s ability to continue as a going concern for one year from the date the financial statements are issued or are availableto be issued. The guidance became effective January 1, 2017. The adoption of ASU 2014-15 is not expected to have an impact on ourconsolidated financial position, results of operations or cash flows.4. Significant AgreementsSumitomo Dainippon Pharma Co., Ltd. (Sumitomo Dainippon)In March 2011, the Company entered into an exclusive license agreement with Sumitomo Dainippon to research, develop andcommercialize OCA as a therapeutic for the treatment of PBC and NASH in Japan and China (excluding Taiwan). Under the terms ofthe license agreement, the Company received an up-front payment from Sumitomo Dainippon of $15.0 million and may be eligible toreceive additional milestone payments of up to an aggregate of approximately $30.0 million in development milestones based on theinitiation or completion of clinical trials, $70.0 million in regulatory approval milestones and $200.0 million in sales milestones. Theregulatory approval milestones include $15.0 million for receiving marketing approval of OCA for NASH in Japan, $10.0 million forreceiving marketing approval of OCA for NASH in China, and $5.0 million for receiving marketing approval of OCA for PBC in theUnited States, which was achieved upon the FDA approval of Ocaliva for the treatment of PBC in May 2016. As of December 31,2016, the Company had achieved $6.0 million of the development milestones under its collaboration agreement with SumitomoDainippon. The sales milestones are based on aggregate sales amounts of OCA in the Sumitomo Dainippon territory and include $5.0million for achieving net sales of $50.0 million, $10.0 million for achieving net sales of $100.0 million, $20.0 million for achieving netsales of $200.0 million, $40.0 million for achieving net sales of $400.0 million and $120.0 million for achieving net sales of $1.2billion. The Company has determined that each potential future development, regulatory and sales milestone is substantive. In May2014, Sumitomo Dainippon exercised its option under the license agreement to add Korea as part of its licensed territories and paid theCompany a $1.0 million up-front fee. Sumitomo Dainippon has the option to add several other Asian countries to its territory to pursueOCA for additional indications. Sumitomo Dainippon will be responsible for the costs of developing and commercializing OCA in itsterritories. Sumitomo Dainippon is also required to make royalty payments ranging from the tens to the twenties in percent based onnet sales of OCA products in the Sumitomo Dainippon territory.F-15  TABLE OF CONTENTSINTERCEPT PHARMACEUTICALS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS4. Significant Agreements – (continued)The Company evaluated the license agreement with Sumitomo Dainippon and determined that it is a revenue arrangement withmultiple deliverables, or performance obligations. The Company’s substantive performance obligations under this license include anexclusive license to its technology, technical and scientific support to the development plan and participation on a joint steeringcommittee. The Company determined that these performance obligations represent a single unit of accounting, since, initially, thelicense does not have stand-alone value to Sumitomo Dainippon without the Company’s technical expertise and steering committeeparticipation during the development of OCA. This development period is currently estimated as continuing through June 2020 and, assuch, the up-front payment and payments made in respect of the Korea option are being recognized ratably over this period. During theyear ended December 31, 2016 and 2015, the Company recorded revenue of approximately $6.8 million and $2.8 million, respectively.5. Cash, Cash Equivalents, and InvestmentsThe following table summarizes the Company’s cash, cash equivalents and investments as of December 31, 2016 and December31, 2015: As of December 31, 2016 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (in thousands)Cash and cash equivalents: Cash and money market funds $43,675 $— $— $43,675 Investment securities: Commercial paper 66,185 — (71) 66,114 Corporate debt securities 554,847 14 (1,443) 553,418 U.S. government and agency securities 26,254 — (76) 26,178 Total investments 647,286 14 (1,590) 645,710 Total cash, cash equivalents and investments $690,961 $14 $(1,590) $689,385 As of December 31, 2015 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (in thousands)Cash and cash equivalents: Cash and money market funds $32,742 $— $— $32,742 Investment securities: Commercial paper 1,993 — (3) 1,990 Corporate debt securities 529,368 2 (1,720) 527,650 U.S. government and agency securities 65,854 1 (182) 65,673 Total investments 597,215 3 (1,905) 595,313 Total cash, cash equivalents and investments $629,957 $3 $(1,905) $628,055 The Company held a total of two positions as of December 31, 2016 and no positions as of December 31, 2015 that were in anunrealized loss position for more than twelve months.F-16  TABLE OF CONTENTSINTERCEPT PHARMACEUTICALS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS5. Cash, Cash Equivalents, and Investments – (continued)The fair value for the Company’s available-for-sale investments, which have been in an unrealized loss position for less than andlonger than 12 months is as follows: As of December 31, 2016 Less than 12 months 12 Months or greater Total (in thousands) Fair Value Gross UnrealizedLosses Fair Value Gross UnrealizedLosses Fair Value Gross Unrealized LossesCorporate debt securities $341,823 $(510) $178,818 $(933) $520,641 $(1,443) U.S. government and agency securities 19,479 (30) 6,699 (46) 26,178 (76) Commercial paper 66,114 (71) — — 66,114 (71) Total $427,416 $(611) $185,517 $(979) $612,933 $(1,590) As of December 31, 2015 Less than 12 months 12 Months or greater Total (in thousands) Fair Value Gross UnrealizedLosses Fair Value Gross UnrealizedLosses Fair Value Gross Unrealized LossesCorporate debt securities $316,036 $(551) $201,676 $(1,169) $517,712 $(1,720) Commercial paper 15,793 (30) 44,879 (152) 60,672 (182) U.S. government and agency securities 1,990 (3) — — 1,990 (3) Total $333,819 $(584) $246,555 $(1,321) $580,374 $(1,905) 6. Prepaid Expenses and Other Current AssetsPrepaid expenses and other current assets consisted of the following: December 31, 2016 2015 (in thousands)Prepaid expenses and other receivables $6,145 $9,947 Interest receivable 3,209 3,304 Contract receivable — 47 Refundable tax credits — 340 Prepaid expenses and other current assets $9,354 $13,638 F-17  TABLE OF CONTENTSINTERCEPT PHARMACEUTICALS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS7. Fixed Assets, NetFixed assets are stated at cost and depreciated or amortized using the straight-line method based on useful lives as follows: Useful lives (Years) December 31, 2016 2015 (in thousands)Office equipment and software 3 $4,942 $2,188 Leasehold improvements Over life of lease 6,668 6,818 Furniture and fixtures 7 4,202 3,402 Subtotal 15,812 12,408 Less: accumulated depreciation (4,517) (2,361) Fixed assets, net $11,295 $10,047 Depreciation expense for the years ended December 31, 2016, 2015 and 2014 was approximately $3.8 million, $1.7 million, and$443,000, respectively.8. InventoryInventories are stated at the lower of cost or market. Inventories consist of the following: December 31, 2016 2015 (in thousands)Work-in-process $2,207 $— Finished goods 72 — Inventory, net $2,279 $— 9. Accounts Payable, Accrued Expenses and Other LiabilitiesAccounts payable, accrued expenses and other liabilities consisted of the following: December 31, 2016 2015 (in thousands)Accounts payable $6,722 $4,170 Accrued employee compensation 19,287 11,414 Accrued contracted services and other 39,542 30,007 Accounts payable, accrued expenses and other liabilities $65,551 $45,591 10. Long-Term DebtDebt, net of discounts and deferred financing costs, consists of the following: December 31, 2016 2015 (in thousands)Long-term debt $341,356 $— Less current portion — — Long-term debt outstanding $341,356 $— On July 6, 2016, the Company issued $460.0 million aggregate principal amount of the Convertible Notes. The Company receivednet proceeds of $447.6 million after deducting underwriting discounts and estimated offering expenses of approximately $12.4 million.The Company used approximately $38.4 millionF-18  TABLE OF CONTENTSINTERCEPT PHARMACEUTICALS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS10. Long-Term Debt – (continued)of the net proceeds from the offering to fund the payment of the cost of the capped call transactions that were entered into inconnection with the issuance of the Convertible Notes.The Convertible Notes are senior unsecured obligations of the Company. Interest is payable semi-annually on January 1 and July 1of each year, beginning on January 1, 2017. The Convertible Notes mature on July 1, 2023, unless earlier repurchased, redeemed orconverted. The Convertible Notes are convertible at the option of holders, under certain circumstances and during certain periods, intocash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’selection. The initial conversion rate of the Convertible Notes is 5.0358 shares of the Company’s common stock per $1,000 principalamount of Convertible Notes, which is equivalent to an initial conversion price of approximately $198.58 per share of the Company’scommon stock. The conversion rate is subject to adjustment upon the occurrence of certain events. The Company may redeem for cashall or part of the Convertible Notes, at its option, on or after July 6, 2021, under certain circumstances at a redemption price equal to100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, theredemption date.The capped call transactions are expected generally to reduce the potential dilution upon conversion of the Convertible Notes inthe event that the market price per share of the Company’s common stock, as measured under the terms of the capped call transactions,is greater than the strike price of the capped call transactions, which initially corresponds to the conversion price of the ConvertibleNotes, and is subject to anti-dilution adjustments generally similar to those applicable to the conversion rate of the Convertible Notes.The cap price of the capped call transactions is initially $262.2725 per share, and is subject to certain adjustments under the terms ofthe capped call transactions. If, however, the market price per share of the Company’s common stock, as measured under the terms ofthe capped call transactions, exceeds the cap price of the capped call transactions, there would nevertheless be dilution uponconversion of the Convertible Notes to the extent that such market price exceeds the cap price of the capped call transactions.In accordance with ASC Subtopic 470-20, the Company used an effective interest rate of 8.4% to determine the liabilitycomponent of the Convertible Notes. This resulted in the recognition of $334.4 million as the liability component of the ConvertibleNotes and the recognition of the residual $113.1 million as the debt discount with a corresponding increase to additional paid-in capitalfor the equity component of the Convertible Notes.Interest expense was $14.2 million for the year ended December 31, 2016 related to the Convertible Notes. Accrued interest on theConvertible Notes was approximately $7.3 million as of December 31, 2016. The Company recorded debt issuance costs of $12.4million, which are being amortized using the effective interest method. As of December 31, 2016, $11.7 million of debt issuance costsare recorded on the consolidated balance sheet in Long-Term Debt, in accordance with ASU 2015-03. As of December 31, 2016, theCompany had outstanding borrowings of $460.0 million related to the Convertible Notes.11. Fair Value MeasurementsThe carrying amounts of the Company’s receivables and payables approximate their fair value due to their short maturities.Accounting principles provide guidance for using fair value to measure assets and liabilities. The guidance includes a three levelhierarchy of valuation techniques used to measure fair value, defined as follows:•Unadjusted Quoted Prices — The fair value of an asset or liability is based on unadjusted quoted prices in active markets foridentical assets or liabilities (Level 1).F-19  TABLE OF CONTENTSINTERCEPT PHARMACEUTICALS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS11. Fair Value Measurements – (continued)•Pricing Models with Significant Observable Inputs — The fair value of an asset or liability is based on information derivedfrom either an active market quoted price, which may require further adjustment based on the attributes of the financial assetor liability being measured, or an inactive market transaction (Level 2).•Pricing Models with Significant Unobservable Inputs — The fair value of an asset or liability is primarily based on internallyderived assumptions surrounding the timing and amount of expected cash flows for the financial instrument. Therefore, theseassumptions are unobservable in either an active or inactive market (Level 3).The Company considers an active market as one in which transactions for the asset or liability occur with sufficient frequency andvolume to provide pricing information on an ongoing basis. Conversely, the Company views an inactive market as one in which thereare few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or amongmarket makers. Where appropriate, non-performance risk, or that of a counterparty, is considered in determining the fair values ofliabilities and assets, respectively.The Company’s cash deposits and money market funds are classified within Level 1 of the fair value hierarchy because they arevalued using bank balances or quoted market prices. Investments are classified as Level 2 instruments based on market pricing andother observable inputs.Financial assets carried at fair value are classified in the tables below in one of the three categories described above: Total Fair Value Measurements Using Level 1 Level 2 Level 3 (in thousands)December 31, 2016 Assets: Money market funds $11,755 $11,755 $— $— Available for sale securities: Commercial paper 66,114 — 66,114 — Corporate debt securities 553,418 — 553,418 — U.S. government and agency securities 26,178 — 26,178 — Total financial assets: $657,465 $11,755 $645,710 $— December 31, 2015 Assets: Money market funds $4,826 $4,826 $— $— Available for sale securities: Commercial paper 1,990 — 1,990 — Corporate debt securities 527,650 — 527,650 — U.S. government and agency securities 65,673 — 65,673 — Total financial assets: $600,139 $4,826 $595,313 $— F-20  TABLE OF CONTENTSINTERCEPT PHARMACEUTICALS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS11. Fair Value Measurements – (continued)The estimated fair value of marketable debt securities (commercial paper, corporate debt securities, U.S. government and agencysecurities, and municipal securities) as of December 31, 2016 and 2015, respectively, by contractual maturity, are as follows: Fair Value as of December 31, 2016 2015 (in thousands)Due in one year or less $456,184 $343,758 Due after one year through 2 years 189,526 251,555 Total investments in debt securities $645,710 $595,313 Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations withoutcall or prepayment penalties.12. Stockholders’ Equity and Preferred StockCommon StockAs of December 31, 2016 and December 31, 2015, the Company had 45,000,000 and 35,000,000 authorized shares of commonstock, $0.001 par value per share, respectively. At the 2016 annual meeting of stockholders held on July 19, 2016, the Company’sstockholders approved an amendment to the Company’s restated certificate of incorporation, as amended, to increase the number ofauthorized shares of common stock from 35,000,000 shares to 45,000,000 shares.In February 2015, the Company completed a public offering of 1,150,000 shares of its common stock at a public offering price of$176.00 per share. The shares were registered pursuant to a registration statement on Form S-3. After underwriting discounts andcommissions and offering expenses, the Company received net proceeds of approximately $191.7 million.In April 2015, the Company completed a public offering of 1,330,865 shares of its common stock pursuant to a registrationstatement on Form S-3. After underwriting discounts and commissions and offering expenses, the Company received net proceeds ofapproximately $367.1 million.DividendsThe holders of common stock are entitled to receive dividends from time to time as declared by the board of directors. TheCompany has not declared any cash dividends on its common stock, and does not anticipate paying any cash dividends on its commonstock in the foreseeable future. The Company intends to retain all available funds and any future earnings to fund the development andexpansion of its business. Any future determination to pay dividends will be at the discretion of the board of directors and will dependupon a number of factors, including the results of operations, financial condition, future prospects, contractual restrictions, restrictionsimposed by applicable law and other factors the board of directors deems relevant.VotingThe holders of shares of common stock are entitled to one vote for each share held with respect to all matters voted on by thestockholders of the Company.Preferred StockAs of December 31, 2016 and 2015, the Company had 5,000,000 authorized shares of preferred stock, $0.001 par value per share,of which none are issued.F-21  TABLE OF CONTENTSINTERCEPT PHARMACEUTICALS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS13. Stock CompensationThe 2012 Equity Incentive Plan (2012 Plan) became effective upon the pricing of the IPO in October 2012. At the same time, the2003 Stock Incentive Plan (2003 Plan) was terminated and 555,843 shares available under the 2003 Plan were added to the 2012 Plan.The estimated fair value of the options that have been granted under the 2003 and 2012 Plans is determined utilizing the Black-Scholes option-pricing model at the date of grant. The fair value of the RSUs and RSAs that have been granted under the 2012 Plan isdetermined utilizing the closing stock price on the date of grant. There were approximately 1.5 million and 1.2 million shares availablefor grant remaining under the 2012 Plan at December 31, 2016 and 2015, respectively. On January 1, 2016 and 2015, the numbers ofshares reserved for issuance under the 2012 Plan was increased by 976,101, and 856,609 shares, respectively, as a result of theautomatic increase in shares reserved pursuant to the terms thereof.Stock OptionsThe Company estimated the fair value of stock options granted in the periods presented using a Black-Scholes option-pricingmodel utilizing the following assumptions: Years Ended December 31, 2016 2015 2014Volatility 60 – 66% 61 – 90% 70 – 150% Expected term (in years) 5.1 – 10.0 5.1 – 7.0 4.0 – 7.0 Risk-free rate 1.1 – 2.4% 0.2 – 2.2% 1.3 – 2.7% Expected dividend yield —% —% —% The stock price for options granted prior to the IPO was determined based on a valuation of the Company’s common stock. Foroptions granted after the IPO, the stock price is the closing price on the date of grant. The risk-free interest rate was based on the ratefor U.S. Treasury securities at the date of grant with maturity dates approximately equal to the expected life at the grant date. TheCompany uses historical data to estimate the expected term of the option; separate groups of employees that have similar historicalexercise behavior are considered separately for valuation purposes. The expected term of options granted represents the period of timethe options are expected to be outstanding. The expected volatility was estimated based on historical volatility information of peercompanies that are publicly available.The Company’s combined outstanding employee and non-employee option activity for the period from December 31, 2015through December 31, 2016 is summarized as follows: Number of Shares (in thousands) Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value(in thousands)Outstanding at December 31, 2015 1,348 $108.49 7.3 $91,402 Granted 481 $112.82 6.1 $— Exercised (185) $28.07 — $21,987 Cancelled/forfeited (81) $129.91 — $— Expired (10) $177.02 — $— Outstanding at December 31, 2016 1,553 $117.80 7.4 $48,308 Expected to vest 1,531 $117.40 7.3 $48,199 Exercisable 797 $90.73 6.1 $43,156 The aggregate intrinsic value of options is calculated as the difference between the exercise price of the underlying options and thedeemed fair value of the Company’s common stock for those shares that had exercise prices lower than the deemed fair value of theCompany’s common stock. As of December 31, 2016, the total compensation cost related to non-vested option awards not yetrecognized is approximatelyF-22  TABLE OF CONTENTSINTERCEPT PHARMACEUTICALS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS13. Stock Compensation – (continued)$38.9 million with a weighted average remaining vesting period of 2.72 years. The weighted-average grant date fair value of optionsgranted during the year ended December 31, 2016 is $64.80. The total fair value of shares underlying options that vested in 2016 was$18.2 million.In April 2014, the Company issued 57,063 performance-based options to certain employees to purchase common stock that willvest upon the achievement of certain regulatory milestones related to OCA at future dates. In November 2014, the Company issued anadditional 10,839 performance-based options that will vest upon the achievement of the same regulatory milestones noted above. As ofboth December 31, 2016 and 2015, the achievement of the milestones was not deemed to be probable and no stock-basedcompensation expense was recognized for these performance-based options.Restricted Stock Units and AwardsThe following table summarizes the aggregate activities in relation to RSU and RSA activity for the years ended December 31,2016 and 2015: Number of Shares (in thousands) Weighted Average Grant DateFair ValueNon-vested Shares at December 31, 2015 193 $183.19 Granted 312 $117.63 Exercised (92) $161.03 Cancelled/forfeited (32) $159.22 Non-vested Shares at December 31, 2016 381 $136.89 As of December 31, 2016, there was $41.6 million of unrecognized compensation expense related to unvested RSUs and RSAs,which is expected to be recognized over a weighted average of 2.47 years.In October 2016, the Company issued 11,725 shares of restricted stock awards to a certain employee that will vest upon theachievement of certain regulatory and commercial milestones. For the year ended December 31, 2016, no stock-based compensationexpense was recognized for these awards.Stock-based compensation expense has been reported in our statements of operations as follows: Years Ended December 31, 2016 2015 2014 (in thousands)Selling, general and administrative $32,073 $16,223 $8,418 Research and development 14,132 17,966 11,709 Total stock-based compensation $46,205 $34,189 $20,127 14. Income TaxesThe components of loss before income taxes for the years ended December 31, 2016, 2015 and 2014 includes the following: Years Ended December 31, 2016 2015 2014 (in thousands)United States $(154,812) $(116,349) $(283,226) Foreign (258,018) (110,080) — Total $(412,830) $(226,429) $(283,226) F-23  TABLE OF CONTENTSINTERCEPT PHARMACEUTICALS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS14. Income Taxes – (continued)Income tax expense (benefit) differed from the amounts computed by applying the U.S. Federal income tax rate of 34% to lossbefore income taxes as a result of the following: Years Ended December 31, 2016 2015 2014 (in thousands)Computed “expected” tax benefit $(140,362) $(76,986) $(96,297) State taxes, net of U.S. Federal benefit — — — U.S. Federal valuation allowance 40,377 40,973 36,052 Stock-based compensation 5,161 (3,230) 342 Officer compensation 50 (1,778) 1,784 Foreign tax rate differences 94,901 37,427 — Intercompany license of intellectual property — 3,400 — Mark to market warrant income — — 58,083 Other (127) 194 36 Total $— $— $— The tax effects of temporary differences that give rise to the deferred tax assets and liabilities at December 31, 2016 and 2015 arepresented below: December 31, 2016 2015 (in thousands)Deferred tax assets: Net operating loss and other carryforwards $220,175 $127,364 Stock compensation 17,166 9,929 Deferred revenue 2,400 2,846 Accrued compensation 4,775 3,058 Accrued expense 1,841 1,447 Intellectual property 3,570 1,775 Other 759 802 Deferred tax assets before valuation allowance 250,686 147,221 Valuation allowance (223,383) (147,221) Total deferred tax assets 27,303 — Deferred tax liabilities: Convertible Note (27,303) — Total deferred tax liabilities (27,303) — Net deferred tax asset (liability) $— $— Net Operating LossesAs of December 31, 2016 and 2015, the Company had net operating loss (“NOLs”) carryforwards for U.S. Federal income taxpurposes of $562.3 million and $454.4 million, respectively, which expire between 2024 and 2036. The Company also has certain stateand foreign NOLs in varying amounts depending on the different state and foreign tax laws.The U.S. Federal NOLs of $562.3 million and $454.4 million include approximately $167.9 million and $151.0 million,respectively, of excess tax benefits related to stock-based payments that are not recognized asF-24  TABLE OF CONTENTSINTERCEPT PHARMACEUTICALS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS14. Income Taxes – (continued)a deferred tax asset. The benefit of these deductions will be recognized through additional paid-in capital at the time the tax deductionresults in a reduction of current taxes payable.The Company’s ability to utilize its NOLs may be limited under Section 382 of the Internal Revenue Code or similar rules. TheSection 382 limitations apply if an “ownership change” occurs. Generally, an ownership change occurs when certain shareholdersincrease their aggregate ownership by more than 50 percentage points over their lowest ownership percentage in a testing period(typically three years). The Company has evaluated whether one or more ownership changes under Section 382 have occurred since itsinception and have determined that there have been at least two such changes. Although the Company believes that these ownershipchanges have not resulted in material limitations on its ability to use these NOLs, its ability to utilize these NOLs may be limited dueto future ownership changes or for other reasons. Additionally, tax laws limit the time during which NOLs and certain other taxattributes may be utilized against future taxes. As a result, the Company may not be able to take full advantage of its carryforwards forU.S. Federal, state, and foreign tax purposes.Valuation AllowanceAt December 31, 2016 and 2015, the Company maintained a full valuation allowance on its deferred tax assets since it has not yetachieved sustained profitable operations. As a result, the Company has not recorded any income tax benefit since its inception. In2016, the valuation allowance for deferred tax assets increased by approximately $76.2 million. This includes an increase of $40.4million, $7.0 million, and $57.8 million for U.S. Federal, state, and foreign tax, respectively, partially offset by a decrease of $29.0million to equity. The decrease to equity primarily related to the U.S. Federal and state impact of the equity component associated withthe Convertible Notes.Unrecognized Tax BenefitsAt December 31, 2016 and 2015, the Company had no reserves for unrecognized tax benefits.The Company and its subsidiaries are subject to taxation in the U.S. and various foreign jurisdictions. Of the major jurisdictions,the Company is subject to examination in: the United States for U.S. Federal purposes for 2013 and forward and generally for statepurposes for 2012 and forward; and the United Kingdom for 2014 and forward. However, NOLs are subject to audit in any tax year inwhich those losses are utilized, notwithstanding the year of origin. The Company’s U.S. Federal tax return for the year endedDecember 31, 2014 is currently under audit by the Internal Revenue Service.15. CommitmentsFacility LeasesIn May 2014, the Company entered into a lease agreement with The Irvine Company LLC for approximately 47,000 square feet inSan Diego for office space. The lease term commenced in September 2014 and is scheduled to end in September 2019; however, theCompany has an option to further extend the lease for an additional five year term at market rates prevailing at such time. The rent forthe first year was approximately $875,000 without giving effect to rent abatements and the rent will gradually increase every 12months during the lease term. During the first nine months, the Company received a partial rent abatement from the landlord. Thelandlord provided the Company with an allowance of approximately $2.4 million for improvements to the office space.In January 2016, Intercept Pharma Europe Ltd. (IPEL), a wholly owned subsidiary of the Company, entered into an underleasewith Performing Right Society, Ltd., for office space in the King’s Cross area of London, United Kingdom. The Company is theguarantor to the underlease. The underlease provided IPEL with 8,549 square feet of space. The lease term is anticipated to end onMay 31, 2024. The annual rent is approximately £726,665 (or approximately $1.0 million), payable quarterly. IPEL is also required topay VATF-25  TABLE OF CONTENTSINTERCEPT PHARMACEUTICALS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS15. Commitments – (continued)on the rent. IPEL is responsible for a portion of the insurance, certain service charges and taxes for the building based on the floor arearented by them.In February 2016, the Company entered into a sublease with Restoration Hardware, Inc. for additional office space in New YorkCity. The sublease provided the Company with an additional 10,785 square feet of space. The lease term is anticipated to end in July2021. The annual rent is approximately $1.0 million payable monthly. The Company is also responsible for its proportionate share ofincreases in operating expenses beginning January 2017 as well as its proportionate share of increases in real estate taxes over theaverage of the 2015/2016 and 2016/2017 fiscal years.On December 7, 2016, the Company entered into lease agreements relating to the Company’s new global corporate headquarters inthe Hudson Yards development site in New York, New York. The leases will provide the Company with shorter term office space in10 Hudson Yards (the “10 Building”) and longer term office space in 55 Hudson Yards (the “55 Building”).The lease for the 10 Building will initially provide the Company with approximately 49,000 square feet of space consisting of theentire 37 th floor and a portion of the 40 th floor of the 10 Building (the “10 Lease”). The expiration date of the 10 Lease as it relates tothe 37 th floor premises is June 30, 2021. The expiration date of 10 Lease as it relates to the 40 th floor premises (the “40 th FloorExpiration Date”) shall be the earlier to occur of (a) the date that is 285 days after the possession date under the 55 Lease (as definedbelow), which may be extended pursuant to the terms of the 55 Lease; (b) the date that the Company legally occupies the premises inthe 55 Building (as defined below); and (c) June 30, 2021. The 10 Lease contains customary default provisions, including, withoutlimitation, those relating to payment defaults, performance defaults, events of bankruptcy and customary indemnification provisions.The 10 Lease provides for annual fixed rental payments of approximately (i) $5.2 million per year for the period commencing in April2017 and ending on the day immediately preceding the 40 th Floor Expiration Date and (ii) $3.5 million per year commencing on the40 th Floor Expiration Date and ending on June 30, 2021. In addition to its fixed rent obligations, the Company is obligated to pay itspercentage share for customary escalations for operating expenses attributable to the 10 Building and the Hudson Yards development,taxes and tax-related payments.The lease for the 55 Building will provide the Company with approximately 85,000 square feet of space consisting of the 23 rdthrough 25 th floors of the 55 Building (the “55 Lease”). The 55 Lease will expire on the last day of the calendar month in which the15 th anniversary of the day preceding the Rent Commencement Date (as defined below) falls. Under the 55 Lease, the Company hasan option to renew the term of the 55 Lease either for (i) two additional terms of five years each or (ii) one additional ten-year term. Inaddition, the 55 Lease contains customary default provisions, including, without limitation, those relating to payment defaults underthe 55 Lease, performance defaults under the 55 Lease, events of bankruptcy and customary indemnification provisions. The 55 Leaseprovides for annual fixed rental payments of approximately (i) $7.9 million per year for the period commencing on the date that is 12months after the Company takes possession of its premises in the 55 Building (the “Rent Commencement Date”) and ending on theday immediately preceding the 5 th anniversary of the Rent Commencement Date; (ii) $8.7 million per year for the period commencingon 5 th anniversary of the Rent Commencement Date and ending on the day immediately preceding the 10 th anniversary of the RentCommencement Date; and (iii) $9.6 million per year for the period commencing on 10 th anniversary of the Rent Commencement Dateand ending upon the expiration date of the 55 Lease. In addition to its fixed rent obligations, the Company is obligated to pay (x)certain incremental construction costs incurred by the landlord on behalf of the Company and (y) its percentage share for customaryescalations for operating expenses attributable to the 55 Building and the Hudson Yards development, taxes and tax-related payments.F-26  TABLE OF CONTENTSINTERCEPT PHARMACEUTICALS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS15. Commitments – (continued)Rent expense under operating leases for facilities for the years ended December 31, 2016, 2015 and 2014 was approximately $5.5million, $3.8 million, and $1.7 million, respectively. As of December 31, 2016, minimum operating lease payments under non-cancelable leases, as amended, are as follows: Year Ending December 31, Amount (in thousands)2017 $9,191 2018 9,383 2019 16,159 2020 15,331 2021 12,746 Thereafter 107,076 Total future minimum operating lease payments $169,886 Purchase CommitmentsThe Company enters into license and research and development agreements with universities and other third parties. The Companyenters into contracts in the normal course of business with contract research organizations for clinical trials, clinical and commercialsupply manufacturing, with vendors for preclinical research studies and for other services and products for operating purposes. Theagreements generally provide for termination within 90 days of notice. Such agreements are cancelable contracts and not included aspurchase commitments. The Company has included as purchase obligations the Company’s commitments under agreements to theextent they are quantifiable and are not cancelable, which is approximately $11.9 million as of December 31, 2016.16. Related Party TransactionsIn connection with the April 2014 secondary offering, pursuant to the third amended and restated stockholders agreement, theCompany reimbursed the selling stockholders for the expenses related to the offering (other than any underwriting discounts andcommissions), including approximately $70,000 for the legal fees of the selling stockholders.17. Net Loss Per ShareThe following table presents the historical computation of basic and diluted net loss per share: Years Ended December 31, 2016 2015 2014 (in thousands, except per share amounts)Historical Net loss per share Numerator: Net loss attributable to common stockholders $(412,830) $(226,429) $(283,226) Denominator: Weighted average shares outstanding, basic and diluted 24,663 23,694 20,784 Net loss per share, basic and diluted $(16.74) $(9.56) $(13.63) F-27  TABLE OF CONTENTSINTERCEPT PHARMACEUTICALS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS17. Net Loss Per Share – (continued)The following potentially dilutive securities have been excluded from the computations of diluted weighted average sharesoutstanding as of December 31, 2016, 2015 and 2014, as they would have been anti-dilutive: December 31, 2016 2015 2014 (in thousands)Options 1,553 1,348 1,436 Restricted stock units 382 193 119 Total 1,935 1,541 1,555 18. Quarterly Financial Data (unaudited)The following table summarizes the unaudited quarterly financial data for the years ended December 31, 2016 and 2015; Quarters Ended March 31, June 30, September 30, December 31, Total (in thousands, except for per share amounts)2016 Revenues $445 $5,520 $5,177 $13,809 $24,951 Operating loss (127,400) (78,095) (83,036) (114,007) (402,538) Net loss (126,674) (77,299) (88,815) (120,042) (412,830) Net loss per common share – basic anddiluted $(5.17) $(3.14) $(3.59) $(4.84) 2015 Revenues $1,447 $445 $445 $445 $2,782 Operating loss (39,658) (48,824) (51,784) (88,890) (229,156) Net loss (39,386) (47,894) (50,896) (88,253) (226,429) Net loss per common share – basic anddiluted $(1.78) $(1.99) $(2.10) $(3.62) 19. LitigationOn February 21, 2014 and February 28, 2014, purported shareholder class actions, styled Scot H. Atwood v. InterceptPharmaceuticals, Inc. et al. and George Burton v. Intercept Pharmaceuticals, Inc. et al. , respectively, were filed in the United StatesDistrict Court for the Southern District of New York, naming the Company and certain of its officers as defendants. These lawsuitswere filed by stockholders who claim to be suing on behalf of anyone who purchased or otherwise acquired the Company’s securitiesbetween January 9, 2014 and January 10, 2014.The lawsuits alleged that the Company made material misrepresentations and/or omissions of material fact in its public disclosuresduring the period from January 9, 2014 to January 10, 2014, in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of1934, as amended, and Rule 10b-5 promulgated thereunder. The alleged improper disclosures relate to the Company’s January 9, 2014announcement that the FLINT trial had been stopped early based on a pre-defined interim efficacy analysis. Specifically, the lawsuitsclaimed that the January 9, 2014 announcement was misleading because it did not contain information regarding certain lipidabnormalities seen in the FLINT trial in OCA-treated patients compared to placebo.F-28  TABLE OF CONTENTSINTERCEPT PHARMACEUTICALS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS19. Litigation – (continued)On April 22, 2014, two individuals each moved to consolidate the cases and a lead plaintiff was subsequently appointed by theCourt. On June 27, 2014, the lead plaintiff filed an amended complaint on behalf of the putative class as contemplated by the order ofthe Court. The lead plaintiff was seeking unspecified monetary damages on behalf of the putative class and an award of costs andexpenses, including attorneys’ fees. On August 14, 2014, the defendants filed a motion to dismiss the complaint. Oral arguments onthe motion to dismiss were held on February 24, 2015. On March 4, 2015, the defendants’ motion to dismiss was denied by the Court.The defendants answered the amended complaint on April 13, 2015. On July 15, 2015, the plaintiff moved for class certification andappointment of class representatives and class counsel. On September 14, 2015, the defendants opposed the plaintiff’s classcertification motion. The plaintiff filed its reply to the defendants’ opposition on October 14, 2015, to which the defendants filed a sur-reply on November 10, 2015. Oral arguments on the class certification motion were held on January 20, 2016.On May 2, 2016, the defendants reached an agreement with the lead plaintiff to seek Court approval of a proposed resolution. Theplaintiffs moved for preliminary approval of the proposed settlement on May 5, 2016. On May 23, 2016, the Court entered an orderpreliminarily approving the settlement. The Court ordered that notice be provided to the class and preliminarily approved the proposedsettlement, including the payment of $55.0 million, of which $10.0 million was agreed to be funded by the Company’s insurers. Thesettlement was paid into escrow in June 2016, with distribution to the class to occur after the Court had finally approved the settlementand the plan of allocation of those proceeds. On September 8, 2016, the Court granted final approval of the settlement. The finaljudgment and order of the Court included a dismissal of the action with prejudice against all defendants. The defendants do not admitany liability as part of the settlement.20. Subsequent EventsOn January 1, 2017, the numbers of shares reserved for issuance under the 2012 Plan was increased by 993,558 shares, as a resultof the automatic increase in shares reserved pursuant to the terms thereof.The Company has evaluated events subsequent to the balance sheet dates and determined there have not been any other events thathave occurred that would require adjustment to or disclosure in the consolidated financial statements.F-29  TABLE OF CONTENTSExhibit List Exhibit Number Exhibit Description Filed with this Report Incorporated by Reference herein from Form or Schedule Filing Date SEC File/Reg. Number3.1 Restated Certificate of Incorporation, asamended Form 10-Q (Exhibit 3.1) 08/09/16 001-356683.2 Restated Bylaws of the Registrant Form 8-K (Exhibit 3.2) 02/17/16 001-356684.1 Form of Common Stock Certificate ofthe Registrant Form S-8 (Exhibit 4.3) 11/07/12 333-1848104.2 Third Amended and RestatedStockholders Agreement by and amongthe Registrant, the holders of theRegistrant’s convertible preferred stock,the Registrant’s founders and certainother investors, dated August 9, 2012 Form S-1 (Exhibit 4.2) 09/04/12 333-1837064.3 Indenture by and between the Registrantand U.S. Bank National Association, anational banking association, as trusted,dated July 6, 2016 Form 8-K (Exhibit 4.1) 07/06/16 001-356684.4 First Supplemental Indenture (includingthe Form of Note) by and between theRegistrant and U.S. Bank NationalAssociation, a national bankingassociation, as trustee, dated July 6, 2016 Form 8-K (Exhibit 4.2) 07/06/16 001-35668 10.1.1 Call Option Confirmation by andbetween the Registrant and Royal Bankof Canada, dated June 30, 2016 Form 8-K (Exhibit 10.1) 07/06/16 001-35668 10.1.2 Additional Call Option Confirmation byand between the Registrant and RoyalBank of Canada, dated July 1, 2016 Form 8-K (Exhibit 10.2) 07/06/16 001-35668 10.1.3 Call Option Confirmation by andbetween the Registrant and UBS AG,London Branch, dated June 30, 2016 Form 8-K (Exhibit 10.3) 07/06/16 001-35668 10.1.4 Additional Call Option Confirmation byand between the Registrant and UBS AG,London Branch, dated July 1, 2016 Form 8-K (Exhibit 10.4) 07/06/16 001-35668 10.1.5 Call Option by and between theRegistrant and Credit Suisse CapitalLLC, dated June 30, 2016 Form 8-K (Exhibit 10.5) 07/06/16 001-35668 10.1.6 Additional Call Option by and betweenthe Registrant and Credit Suisse CapitalLLC, dated July 1, 2016 Form 8-K (Exhibit 10.6) 07/06/16 001-35668  TABLE OF CONTENTS Exhibit Number Exhibit Description Filed with this Report Incorporated by Reference herein from Form or Schedule Filing Date SEC File/Reg. Number10.2 Commercial Manufacturing and SupplyAgreement by and between theRegistrant and PharmaZell GMBH, datedAugust 12, 2016* Form 10-Q (Exhibit 10.8) 11/09/16 001-35668Equity Compensation Plans 10.3.1 Amended and Restated 2003 StockIncentive Plan of the Registrant+ Form S-1 (Exhibit 10.1.1) 09/04/12 333-18370610.3.2 Form of Nonstatutory Stock OptionAgreement granted under the 2003 StockIncentive Plan of the Registrant+ Form S-1 (Exhibit 10.1.2) 09/04/12 333-18370610.3.3 Form of Incentive Stock OptionAgreement granted under the 2003 StockIncentive Plan of the Registrant+ Form S-1 (Exhibit 10.1.3) 09/04/12 333-18370610.3.4 Amendment to Amended and Restated2003 Stock Incentive Plan of theRegistrant+ Form S-1 (Exhibit 10.1.4) 09/04/12 333-18370610.4.1 Form of 2012 Equity Incentive Plan ofthe Registrant+ Amendment No. 1 to Form S-1 (Exhibit 10.2.1) 09/27/12 333-18370610.4.2 Form of Stock Option Grant Notice forDirectors under the 2012 EquityIncentive Plan of the Registrant+ Amendment No. 1 to Form S-1 (Exhibit 10.2.2) 09/27/12 333-18370610.4.3 Form of Stock Option Grant Notice forEmployees and Consultants under the2012 Equity Incentive Plan of theRegistrant+ Amendment No. 1 to Form S-1 (Exhibit 10.2.3) 09/27/12 333-18370610.4.4 Form of Restricted Stock Unit AwardGrant Notice for Directors under the2012 Equity Incentive Plan of theRegistrant+ Amendment No. 1 to Form S-1 (Exhibit 10.2.4) 09/27/12 333-18370610.4.5 Form of Restricted Stock Unit AwardGrant Notice for Employees andConsultants under the 2012 EquityIncentive Plan of the Registrant+ Amendment No. 1 to Form S-1 (Exhibit 10.2.5) 09/27/12 333-18370610.4.6 Form of Restricted Stock Award GrantNotice for Directors under the 2012Equity Incentive Plan of the Registrant+ Form 10-Q (Exhibit 10.3) 05/09/14 001-3566810.4.7 Form of Restricted Stock Award GrantNotice for Employees and Consultantsunder the 2012 Equity Incentive Plan ofthe Registrant+ Form 10-Q (Exhibit 10.4) 05/09/14 001-3566810.5 Non-Employee Director CompensationPolicy+ Form 8-K (Exhibit 10.1) 02/17/16 001-35668  TABLE OF CONTENTS Exhibit Number Exhibit Description Filed with this Report Incorporated by Reference herein from Form or Schedule Filing Date SEC File/Reg. NumberAgreements with Executive Officers and Directors 10.6 Amended and Restated EmploymentAgreement by and between theRegistrant and Mark Pruzanski, datedMay 14, 2013+ Form 10-Q (Exhibit 10.5) 05/14/13 001-3566810.7.1 Amended and Restated EmploymentAgreement by and between theRegistrant and Barbara Duncan, effectiveas of May 14, 2013+ Form 10-Q (Exhibit 10.12) 05/14/13 001-3566810.7.2 Letter Agreement by and between theRegistrant and Barbara Duncan, effectiveas of February 12, 2016+ Form 10-Q (Exhibit 10.1) 05/10/16 001-3566810.7.3 Letter Agreement by and between theRegistrant and Barbara Duncan, effectiveas of June 27, 2016+ Form 10-Q (Exhibit 10.2) 08/09/16 001-3566810.8 Amended and Restated EmploymentAgreement by and between theRegistrant and David Shapiro, effectiveas of May 14, 2013+ Form 10-Q (Exhibit 10.11) 05/14/13 001-3566810.9 Employment Agreement by and betweenthe Registrant and Rachel McMinn,effective as of April 30, 2014+ Form10-Q (Exhibit 10.2) 05/09/14 001-3566810.10 Employment Agreement by and betweenthe Registrant and Sandip S. Kapadia,effective as of May 3, 2016+ Form 10-Q (Exhibit 10.1.1) 08/09/16 001-3566810.11 Employment Agreement by and betweenthe Registrant and Lisa Bright, effectiveas of October 7, 2016+ X 10.12 Form of Indemnification Agreement byand between the Registrant and each ofits directors and executive officers Form S-1 (Exhibit 10.7) 09/04/12 333-183706Lease Agreements 10.13 Lease Agreement between Jamestown405 West 15 th Street, L.P. and theRegistrant, dated October 15, 2013 Form 8-K (Exhibit 10.1) 10/21/13 001-35668 10.14.1 Lease Agreement between The IrvineCompany LLC and the Registrant, datedMay 1, 2014 Form 8-K (Exhibit 10.1) 05/07/14 001-35668 10.14.2 Amended Lease Agreement between theIrvine Company LLC and the Registrant,dated July 19, 2016 Form 10-Q (Exhibit 10.7) 11/09/16 001-3566810.15 Underlease between the Registrant,Intercept Pharma Europe, Ltd. andPerforming Right Society, Ltd., datedJanuary 22, 2016 Form 10-K (Exhibit 10.12) 02/29/16 001-35668  TABLE OF CONTENTS Exhibit Number Exhibit Description Filed with this Report Incorporated by Reference herein from Form or Schedule Filing Date SEC File/Reg. Number10.16 Office Sublease between the Registrantand Restoration Hardware, Inc., datedFebruary 23, 2016 Form 10-K (Exhibit 10.13) 02/29/16 001-3566810.17 Lease Agreement between Legacy YardsTenant LP and the Registrant, datedDecember 7, 2016 X 10.18 Lease Agreement between Hudson YardsOwner LLC and the Registrant, datedDecember 7, 2016 X Agreements with Respect to Collaborations, Licenses, Research and Development 10.19 License Agreement by and between theRegistrant and Sumitomo DainipponPharma Co. Ltd., dated March 29, 2011* Amendment No. 1 to Form S-1 (Exhibit 10.10) 09/27/12 333-183706Other Exhibits 12.1 Computation of Ratio of Earnings toFixed Charges for the Year EndedDecember 31, 2016 X21.1 Subsidiaries of the Registrant X23.1 Consent of KPMG LLP, independentregistered public accounting firm X31.1 Certification of the Chief ExecutiveOfficer X31.2 Certification of the Chief FinancialOfficer X32 Certification pursuant to Section 906 ofthe Sarbanes-Oxley Act of 2002 X101 The following materials from InterceptPharmaceuticals, Inc.’s Annual Report onForm 10-K for the year ended December31, 2016, formatted in XBRL (eXtensibleBusiness Reporting Language): (i)Consolidated Balance Sheets, (ii)Consolidated Statements of Operationsand Comprehensive Loss, (iii)Consolidated Statements of Changes inStockholders’ Equity, (iv) ConsolidatedStatements of Cash Flows, and (v) Notesto Consolidated Financial Statements X(+)Management contract or compensatory plan or arrangement.(*)Confidential treatment has been granted by the Securities and Exchange Commission as to certain portions. Exhibit 10.11 DATED: 7 th October 2016 (1) INTERCEPT PHARMA EUROPE LTD and (2) LISA BRIGHT MORRISON SERVICE AGREEMENT UK EMPLOYEE  THIS AGREEMENT is made the 7 th day of October 2016 BETWEEN 1INTERCEPT PHARMA EUROPE LIMITED registered in England and Wales under company number 09224395 whose registered office is at OneGlass Wharf, Bristol BS2 0ZX (the “ Company ”); and 2LISA BRIGHT MORRISON (the “ Employee ”) The Employee was employed as Chief Commercial and Corporate Affairs Officer and is being offered employment as President of International as an alternative toavoid her redundancy, which the Company acknowledges would otherwise constitute termination of the Employee’s employment by Equity Good Reason. The Board and the Board of the Parent have approved the terms of this Agreement under which the Employee is to be employed, and in particular clause 9. 1INTERPRETATION 1.1In this Agreement the following words and expressions have the following meanings unless inconsistent with the context: the “ Board ”means the board of directors from time to time of the Company or a Parent (as the case may be) andincludes any committee of the board of directors duly appointed by it; “ Change in Control ”shall have the meaning set out in clause 9.7 below; the “ Companies Acts ”means the Companies Act 1985, the Companies Act 1989 and the Companies Act 2006; the “ Compensation Committee ”means the compensation committee of the Board from time to time; the “ Employment ”means the Employee’s employment under this Agreement; “ Employment Inventions ”means any Invention which is made wholly or partially by the Employee at any time during the course ofher employment with the Company (whether or not during working hours or using Company premises orresources and whether or not recorded in material form); “ Employment IPRs ”means Intellectual Property Rights created by the Employee in the course of her employment with theCompany (whether or not during working hours or using Company premises or resources); the “ ERA ”means the Employment Rights Act 1996;  “ Equity Awards ”means those equity based awards that may be granted to the Employee pursuant to the Share Schemefrom time to time including, but not limited to stock options granted to the Employee under the ShareScheme to purchase shares of common stock and restricted stock awards granted to the Employeepursuant to the Share Scheme. The parties agree that the Equity Awards granted to the Employee as atthe date of this Agreement are those particularised at schedule 3. “ Equity Cause ”termination of the Employment upon: (a) a good faith finding by the Company that (i) the Employee has been engaged in materialdishonesty, wilful misconduct or gross negligence; (ii) the Employee has breached or hasthreatened to breach any agreement between the Employee and the Company or any GroupCompany related to intellectual property, non-disclosure or non-solicitation of employees orcustomers; or (iii) the Employee being in material breach of this Agreement and the Employeehas failed to cure such conduct or breach within 30 days after the Employee’s receipt of writtennotice from the Company of such breach; or (b) the Employee’s conviction or guilty plea of any crime involving fraud, bribery, embezzlementor any other criminal offence. “ Equity Good Reason ”termination of the Employment by reason of: (a) any action or omission by the Company or any Group Company which results in a materialdiminution in the Employee’s position, status, offices, titles, authority, responsibilities or reportingrequirements (other than the change in reporting line pursuant to clause 2.2); or (b) a change by the Company in the location at which the Employee performs her principal duties forthe Company to a different location that is more than 50 miles from the location at which theEmployee performed her principal duties for the Company immediately prior to the date on whichsuch change occurs; or (c) any material breach by the Company of this Agreement. 3  In addition, notwithstanding any of the events set out in clauses (a) to (c) above, such occurrenceshall not be deemed to constitute Equity Good Reason if, within 30 days after the Company’sreceipt of written notice from the Employee of the occurrence or existence of an event orcircumstances enumerated in clauses (a) to (c) above, such event or circumstance has been remediedby the Company. The Employee shall not be deemed to have terminated her employment for EquityGood Reason unless the Employee first delivers a written notice of termination to the Companyidentifying in reasonable detail the acts or omissions constituting Equity Good Reason within 90days after their occurrence and the provision of this Agreement relied upon, such acts or omissionsare not remedied by the Company within 30 days of the receipt of such notice, and the Employeeactually ends her Employment on or prior to the last day of the period set forth in clause 3.1. For the avoidance of doubt, the Company utilising its right to terminate the Employment pursuant toclause 3.2 (payment in lieu of notice), shall have no effect on the determination of whether theEmployment has terminated for Equity Good Reason. “ Group Company ”means any firm, company, corporation or other organisation which is a holding company from time totime of the Company or any subsidiary from time to time of the Company or any such holding company(for which purpose the expressions ‘holding company’ and ‘subsidiary’ shall have the meanings given tothem by Section 1159 Companies Act 2006); “ Intellectual PropertyRights ”means patents, rights to inventions, copyright and related rights, trade marks, trade names and domainnames, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights indesigns, rights in computer software, database rights, topography rights, rights in confidentialinformation (including know-how and trade secrets) and any other intellectual property rights, in eachcase whether registered or unregistered and including all applications (or rights to apply) for, andrenewals or extensions of, such rights and all similar or equivalent rights or forms of protection whichsubsist or will subsist now or in the future in any part of the world; “ Invention ” means any invention, idea, discovery, development, improvement or innovation, whether or notpatentable or capable of registration, and whether or not recorded in any medium; 4  " PILON Benefit "means either (at the Company's sole discretion) (i) the continued provision of the benefits to which theEmployee would have been entitled during a relevant period of notice or remaining notice (carallowance, pension contributions, private medical insurance and life assurance cover but no bonus orother benefits) or (ii) an amount in lieu of the benefits that would have been provided to the Employeeduring a relevant period of notice or remaining period of notice if she had remained employed duringsuch period, comprising car allowance, Company pension contributions, private medical insurance andlife assurance cover (as determined by reference to the cost to the Company of the premiums it pays toprovide such benefits to the Employee) but no bonus or other benefits. (In the case of (ii) less anybenefits actually provided); “ Pre-Contractual Statement ”means any undertaking, promise, assurance, statement, representation or warranty (whether in writing ornot) of any person relating to the Employment which is not expressly set out in this Agreement or anydocuments referred to in it; “ Parent ”means Intercept Pharmaceuticals, Inc. or any other Group Company which is the ultimate direct orindirect parent of the Company; " Settlement Agreement "means a settlement agreement in a form acceptable to the Company and to the Employee andsubstantially in the form set out in Schedule 1; and " Severance Benefit "means either (at the Company's sole discretion) (i) the continued provision of the benefits to which theEmployee was entitled for a period of 12 months (comprising car allowance, Company pensioncontributions, private medical insurance and life assurance cover (but no bonus or other benefits)) or (ii)means an amount in lieu of 12 months of benefit provision, comprising car allowance, Companypension contributions private medical insurance and life assurance cover (as determined by reference tothe cost to the Company of the premiums it pays to provide such benefit to the Employee), but no bonusor other benefits, less the value of any benefits provided to the Employee during any period of notice orthe value of any PILON Benefit paid or to be paid or provided to the Employee; 5  " Share Scheme "shall have the meaning given to it in clause 9.1 below; " Trial Period End Date "means 31 December 2016. 1.2References to clauses, sub clauses and schedules are, unless otherwise stated, references to clauses and sub clauses of and schedules to this Agreement. 1.3The headings to the clauses are for convenience only and shall not affect the construction or interpretation of this Agreement. 1.4References to persons shall include bodies corporate, unincorporated associations and partnerships. 1.5Words and expressions defined in or for the purpose of the Companies Acts shall have the same meaning unless the context otherwise requires. 2APPOINTMENT 2.1The Company shall employ the Employee and the Employee agrees to serve the Company as President of International and subject to the terms andconditions in this Agreement. The status, duties, authorities, responsibilities and reporting requirements of the President of International are set out in thejob description found at Schedule 2. 2.2It has been explained to the Employee and the Employee hereby understands and agrees that she will initially report to the Group CEO until the TrialPeriod End Date but that she will from such date report to the Group Chief Operating Officer who is proposed to be appointed in due course. 3DURATION 3.1The Employment shall commence on 7 October 2016 (the “ Commencement Date ”) and, subject to clause 18, shall continue until: 3.1.1terminated by the Employee giving to the Company in writing, 6 months' notice; 3.1.2terminated by the Company giving to the Employee in writing, 6 months’ notice. 3.2The Company reserves the right to terminate the Employment with immediate effect at any time after the Commencement Date (including where theEmployee has given notice to the Company) by giving notice in writing that it is doing so and confirming that it has paid or will pay the Employee in lieuof her period of notice or any remaining period of notice (whether given by the Company or by the Employee). The Employee shall have no entitlement toinsist that the Company make such payment, which shall be made entirely at the Company’s discretion. For the avoidance of doubt, any payment in lieushall be in respect of Salary only and shall not include the value of any benefit, bonus, incentive, commission, or holiday entitlement which would haveaccrued to the Employee had she been employed until the expiry of her notice period. 6  3.3If the Company elects to terminate the Employment by making a payment in lieu of notice, and it subsequently discovers misconduct by the Employeewhich would have entitled it to terminate the contract summarily, without making such a payment, the Company shall be entitled to: 3.3.1withhold any such payment in lieu if it has not yet been received by the Employee and the Employee shall have no rights to recover suchsum as a debt owing; or 3.3.2if such sum has been received by the Employee, at its absolute discretion, require the payment in lieu to be repaid (in part or in full). TheCompany may recover any payment due under this clause 3.3.2 from the Employee as a debt. The Employee agrees that these repayment provisions are intended to be a genuine pre-estimate of loss which may be suffered by the Company and in noway constitutes a penalty. 3.4The parties acknowledge that the Employee is a highly skilled/highly paid employee who is key to the business of the Company and that replacing theEmployee at short notice will result in significant cost to the Company. If, therefore, the Employee resigns voluntarily in breach of clause 3.1.1 or ifrequired to work her notice period by the Company leaves the Company without working the full notice period, the Company reserves the right to recovera sum equal in value to the net salary payable for the shortfall in the period of notice. The Company reserves the right to recover such sum from theEmployee as a debt, including by deducting the sum from any final payment due to the Employee. The Employee agrees that this provision is intended tobe a genuine pre-estimate of loss which may be suffered by the Company due to the Employee leaving at short notice and in no way constitutes a penalty. 3.5The Company does not have a formal retirement age for employees. 3.6For the purpose of the ERA the Employee’s period of continuous employment began on 24 November 2014. 3.7The Employee represents and warrants that, in entering into and performing her duties under this Agreement: 3.7.1she is not subject to any restriction that might hinder or prevent her from performing any of her duties in full; 3.7.2she will not be in breach of any other contract of employment or any other obligation to any third party; and 3.7.3this Employment is and shall remain she sole and exclusive employment. 3.8The Employee further warrants that she has no criminal convictions and has never been disqualified from being a company director. 3.9In the event that, on or before the Trial Period End Date, the Employee gives notice to terminate her employment in accordance with clause 3.1.1: 3.9.1The Company shall decide in its absolute discretion whether to require the Employee to work such notice or put her on garden leave underclause 19 until the Trial Period End Date. After the Trial Period End Date, the Company may decide in its absolute discretion to terminateher employment prior to the expiry of such notice and make a payment in lieu of the remaining period of notice under clause 3.2. If theCompany decides to terminate the Employee's employment after the Trial Period End Date but prior to the expiry of such notice, thepayment in lieu shall comprise the payment in respect of Salary (as provided under clause 3.2) and the applicable PILON Benefit; 7  3.9.2subject to the Employee (or her estate or legal representative, if applicable) executing a Settlement Agreement within 60 days from thetermination of the Employment and so long as no event giving rise to Equity Cause is found on or prior to the date on which the Employee’semployment is terminated, such termination by the Employee shall be deemed to constitute termination by the Employee for Equity GoodReason for the purposes of clause 9.4 and clause 18.3, which shall apply in respect of such termination (subject to the terms of suchclauses), provided that any payment to be made under clause 18.3 shall instead be comprised of a payment equal to: (a) the relevant amountof the Salary (as provided under clause 18.3 and, for the avoidance of doubt, less any Salary payment made by way of payment in lieu ofnotice and/or less any Salary paid in respect of any period during which the Employee was on garden leave (whether notice is given by theEmployee or the Company)); plus (b) the applicable Severance Benefit; 3.9.3subject to the Employee (or her estate or legal representative, if applicable) executing a Settlement Agreement within 60 days from thetermination of the Employment, the Employee shall remain eligible for a discretionary bonus payment for the 2016 bonus year under theCompany's discretionary bonus scheme referred to in clause 6.7 (subject to the terms of such scheme) provided that if the Employee isplaced on garden leave or her employment terminates prior to the Trial Period End Date, any such bonus shall be reduced pro rata inproportion to the period of the bonus year during which the employee remained employed by the Company and during which she was not ongarden leave. If the Employee's employment terminates after the Trial Period End Date, she shall also remain eligible for a discretionarybonus payment under the Company's discretionary bonus scheme for 2017 (if any), subject to the terms of such scheme and provided thatany bonus payment will be reduced pro rata in proportion to the period of the 2017 bonus year during which the Employee remainedemployed by the Company. The discretionary bonus amount for 2017 will be determined based on the Employee's bonus target applicable atthe time of notice. The discretionary bonus amount for 2016 will be determined based on the Employee having achieved 100% on target. 3.10In the event that, on or before the Trial Period End Date, the Company gives notice to terminate the Employee's employment in accordance with clause3.1.2 without Equity Cause and without the Employee having previously given notice to terminate her employment: 3.10.1the Company shall put the Employee on garden leave under clause 19 until at least the Trial Period End Date. Until the Trial Period EndDate she shall remain eligible to be vested (subject to the rules of the relevant scheme) any performance award RSA’s she may be grantedon or about the date of signature of this agreement as though she had not been placed on garden leave under clause 19. If, after the TrialPeriod End Date the Company decides to terminate the Employee’s employment prior to the expiry of such notice and make a payment inlieu of the remaining period of notice under clause 3.2 the payment in lieu shall comprise the payment in respect of Salary (as providedunder clause 3.2) and the applicable PILON Benefit; 8  3.10.2subject to the Employee (or her estate or legal representative, if applicable) executing a Settlement Agreement within 60 days from thetermination of the Employment, such termination by the Company shall be deemed to constitute termination by the Company withoutEquity Cause for the purposes of clause 9.4 and clause 18.3, which shall apply in respect of such termination (subject to the terms of suchclauses), provided that any payment to be made under clause 18.3 shall instead be comprised of a payment equal to: (a) the relevant amountof Salary (as provided under clause 18.3 and, for the avoidance of doubt, less any payment made by way of payment in lieu of notice and/orless any Salary paid in respect of any period during which the Employee was on garden leave after the Trial Period End Date (whethernotice is given by the Employee or the Company)); plus (b) the applicable Severance Benefit reduced pro-rata by the value of any benefitsreceived by the Employee during any period when she was on garden leave after the Trial Period End Date; 3.10.3subject to the Employee (or her estate or legal representative, if applicable) executing a Settlement Agreement within 60 days from thetermination of the Employment, the Employee shall remain eligible for a discretionary bonus payment for the 2016 bonus year under theCompany's discretionary bonus scheme referred to in clause 6.7 (subject to the rules of the scheme). If the Employee's employmentterminates after the Trial Period End Date, she shall remain eligible for a discretionary bonus payment under the Company's discretionarybonus scheme for 2017 (if any), subject to the terms of such scheme and provided that any bonus payment will be reduced pro rata inproportion to the period of the 2017 bonus year during which the Employee remained employed by the Company. The discretionary bonusamount for 2017 will be determined based on the Employee's bonus target applicable at the time of notice. The discretionary bonus amountfor 2016 will be determined based on the Employee having achieved 100% on target. 4SCOPE OF THE EMPLOYMENT 4.1The Employee shall: 4.1.1devote the whole of her working time, attention, ability and skills to her duties; 4.1.2faithfully and diligently perform such duties and exercise such powers consistent with her position as may from time to time be reasonablyassigned to or vested in her by the Board of the Company or the Parent; 4.1.3obey all reasonable and lawful directions of the Board of the Company or the Parent; 4.1.4comply with all the Company’s articles of association, rules, regulations, policies and procedures from time to time in force; 9  4.1.5comply with the general duties of directors set out in sections 171-177 of the Companies Act 2006, as well as any other applicable commonlaw or statutory duties owed by directors to their company; 4.1.6exercise her duties in compliance with the requirements of the Bribery Act 2010 and use all reasonable endeavours to assist the Company inpreventing bribery from being conducted on its behalf in contravention of that Act; 4.1.7at all times act in the best interests of the Company and the Group Companies and use her best endeavours to promote and protect theinterests of the Company, the Group Companies and their employees; and 4.1.8keep the Board of the Company and the Parent at all times promptly and fully informed (in writing if so requested) of her conduct of thebusiness of the Company and any Group Company and provide such explanations in connection with such conduct as the Board may fromtime to time require. 4.2Subject to clause 4.4 the Company reserves the right on reasonable notice to reasonably assign the Employee duties of a different nature for any periodthe Company considers necessary to meet the needs of the business either in addition to or instead of those referred to in clauses 2.1 and 4.1 above, itbeing understood that the Company will consult with the Employee before imposing any such change and that the Employee will not be assigned dutieswhich she cannot reasonably perform or which are inconsistent with her position, seniority and status. 4.3During any period of notice of termination (whether given by the Company or the Employee) but subject to the terms of this Agreement, the Companyshall be at liberty to assign the Employee such other duties as the Company shall determine in its absolute discretion (it being understood that she will notbe assigned duties which she cannot reasonably perform) and may appoint another person to carry out the Employee’s former duties as required by theneeds of the business. 4.4The Employee shall not, without the prior consent of the Board of the Company or in compliance with policies previously approved by the Board:- 4.4.1on behalf of the Company or any Group Company, incur any capital expenditure in excess of such sum as may be authorised from time totime; 4.4.2on behalf of the Company or any Group Company, enter into any commitment, contract or arrangement otherwise than in the normal courseof business or outside the scope of her normal duties, or of an unusual, onerous or long term nature or engage or dismiss any person. 4.5The Employee shall if and so long as the Company requires without further remuneration: 4.5.1carry out her duties as instructed by the Company on behalf of any Group Company; and 4.5.2act (subject to Employee’s prior agreement) as a director or officer of any Group Company. 10  4.6The Employee confirms that she has disclosed to the Company all circumstances in respect of which there is, or there might be, a conflict or possibleconflict of interest between the Company or any Group Company and the Employee and she agrees to disclose fully to the Company any suchcircumstances that might arise during the Employment. For the avoidance of doubt, this includes but is not limited to, disclosing to the Company anyactivity by a third party or the Employee herself which might reasonably be expected to harm the Company or a Group Company or its business or todestabilise its workforce. 4.7If the Employee becomes aware of any wrongdoing or other conduct which might reasonably be regarded as not in the best interests of the Company orany Group Company by any Group Company employees (including her own wrongdoing or conduct) she shall promptly report this to the Head of LegalAffairs or if this is not appropriate in the circumstances to the Chief Executive Officer. 5HOURS AND PLACE OF WORK 5.1The Employee shall be required to work such hours as are necessary for the proper performance of her duties. 5.2The Employee agrees that in her capacity as President of International she may choose or determine the duration of her working time and that the workingtime limits set out in Part II of the Working Time Regulations 1998 do not apply to the Employment. 5.3The Employee’s principal place of work will be in the Company’s offices at 2 Pancras Square, London N1C 4AG or any such place in England as theCompany shall from time to time direct. The Employee will be given reasonable notice of any change in her place of work. 5.4The Employee may be required to travel throughout the United Kingdom and overseas in the performance of her duties and this may, on occasions,necessitate the Employee working outside the UK for an aggregate period of more than one month in any calendar year. At the date of this Agreement it isnot envisaged that the Employee shall be required to work outside of the UK for more than one month at any one time. During any such period theEmployee will be paid her normal salary and benefits in sterling in the normal way unless otherwise agreed. The Company shall bear all liability for anyfurther tax or similar statutory deductions, penalties, costs and interest the Employee is required to pay, in any jurisdiction, as a result of any overseastravel undertaken in the course of her duties, save that this shall not extend to any statutory deductions, penalties, costs and interest incurred solely as aresult of the Employee’s negligent failure. 6REMUNERATION 6.1The Company shall pay to the Employee a basic salary at the rate of £300,000 per annum (“ Salary ”), payable by equal monthly instalments in arrears,normally on the last working day of each calendar month (the “ Salary Instalments ”) by credit transfer to a bank account nominated by the Employee. 6.2Upon giving not less than one month's notice, the Company reserves the right to change the intervals of the Salary Instalments as required by the needs ofthe Company to fortnightly instalments in arrears, normally on the 15 th and last working day of each calendar month. The Company reserves the right torevert the Salary Instalments back to monthly instalments by providing the Employee with not less than one month's notice. 11  6.3By signing this Agreement the Employee acknowledges and agrees to her Salary Instalments being changed in accordance with clause 6.2 as and whenrequired by the needs of the Company. 6.4The Company will review the Employee’s salary annually. The Company shall not be obliged to make any increase. 6.5The salary specified in clause 6.1 shall be inclusive of any fees to which the Employee may be entitled as a director of the Company or any GroupCompany. 6.6The Company shall pay the Employee a car allowance of £14,160 per year, payable in equal monthly instalments in arrears, less deductions for tax andNational Insurance. 6.7The Employee shall be eligible to participate in the Company’s discretionary bonus scheme with a potential discretionary bonus of up to 50% of theEmployee’s annual base salary each financial year of the Company strictly subject to the rules of such scheme as the Board or the CompensationCommittee of the Company and/or any Parent from time to time may determine from time to time in force. Details of the bonus scheme will becommunicated at the appropriate time. The Company reserves the right to discontinue the scheme or alter the terms of any bonus scheme provided at anytime in line with what it considers to be business requirements. The bonus scheme is discretionary and there is no contractual entitlement to continue thescheme. Award of a bonus in one year shall not entitle the Employee to a bonus in subsequent years. 6.8To the extent that the Parent is required pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act to develop andimplement a policy (the “Policy”) providing for the recovery from the Employee of any payment of incentive-based compensation paid to the Employeethat was based upon erroneous data contained in an accounting statement, this Agreement shall be deemed amended and the Policy incorporated herein byreference as of the date that the Parent takes all necessary corporate action to adopt the Policy, without requiring any further action of the Parent or theEmployee, provided that any such Policy shall only be binding on the Employee if the same Policy applies to the other executive officers of the GroupCompanies as designated by the Parent Board from time to time. 7PENSION AND OTHER BENEFITS 7.1The Company will comply with its employer pension duties under Part 1 of the Pensions Act 2008 from the date that it is legally required to do so. As aresult, the Employee will be automatically enrolled into either a qualifying pension scheme or the National Employment Savings Trust (“ NEST ”),whichever the Company decides. If the Employee does not decide to opt-out of auto-enrolment, the Employee will be required to make pensioncontributions at the level set out in the relevant legislation and the Employee agrees to the Company deducting such contributions from their salary eachmonth. Further information about pension choices will be provided at the appropriate time. 7.2At the date of this Agreement it is not envisaged that the qualifying pension scheme will be a contracted out scheme for the purpose of the PensionsSchemes Act 1993 or that there will be a contracting out certificate in place in respect of the Employment. 12  7.3The Employee shall be eligible to participate in the benefits schemes, which the Company (or its Parent from time to time) may maintain for the benefit ofits senior employees from time to time in the UK (the “ Schemes ”) subject to the rules of the Schemes and the terms of any related policy of insurancefrom time to time in force. The Employee understands and agrees that she may not be eligible to participate in all non-UK entity benefit schemes due tothe rules of such schemes and the terms of any related policy of insurance from time to time in force and that for those non-UK entity benefit schemes thatshe is eligible to participate in, she may only be able to participate in them to the extent that they can be properly, legally and reasonably be applied,administered and exercised in the UK. Further details of the Schemes and the benefits currently available to the Employee can be obtained from theGlobal Human Resources department of the Group Companies. This is for information only and should not be regarded as any guarantee of benefits,which may be paid under the Schemes in place from time to time. 7.4The Company reserves the right, at its absolute discretion, to change the Schemes providers, to amend the terms of the Schemes (including but not limitedto the level of benefits), to terminate the Schemes without replacement, to substitute other schemes for the Schemes and to remove the Employee frommembership of the Schemes. 7.5The Company shall be under no obligation to make any payment under the Schemes to the Employee unless and until it has received the relevant paymentfrom the relevant Scheme provider(s). If any of the Schemes providers refuse for any reason (whether based on their own interpretation of the terms of theinsurance policy or otherwise) to provide any benefits to the Employee, the Company shall not be liable to provide replacement benefits itself or anycompensation in lieu and shall be under no obligation to pursue a claim for unpaid benefits on behalf of the Employee against the Schemes providers. 7.6The Company reserves the right to terminate the Employee’s employment, where it has good cause to do so (including but not limited to where theEmployee is incapacitated, redundant or has committed misconduct), notwithstanding that the Employee is receiving benefits under the Schemes and thatsuch termination may result in those benefits being discontinued. The Employee agrees that she shall have no claim against the Company for damages inrespect of the loss of benefits under the Schemes in such circumstances. 7.7In the event that the Employee is absent by reason of ill-health she will continue to co-operate with and act in good faith towards the Company includingbut not limited to staying in regular contact with the Company and providing it with such information about their health, prognosis and progress as theCompany may require. 7.8In accordance with the Schemes rules from time to time participation in the Schemes may be subject to the condition that the Employee has notified theCompany on or before the commencement of the Employment of any pre-existing medical conditions that she may have. 8EXPENSES AND TRAVEL 8.1The Company shall reimburse the Employee in respect of all expenses reasonably incurred by her in the proper performance of her duties, subject to theEmployee providing such receipts or other evidence that the Company may require. Subject to the Employee providing such receipts or other evidencethat the Company may require, the Company shall also reimburse the Employee’s reasonable expenses of meals and lodging while staying in Londonfrom time to time and reasonable expenses for travelling to Heathrow or other major UK airports in the proper performance of her duties. 13  8.2The Employee shall submit each expenses claim within 60 days of the later of: 8.2.1incurring the expense; or 8.2.2receipt of the invoice for such expense. 8.3The Company shall use its reasonable endeavours to reimburse expenses claims within 30 days of receiving an accurate and properly completed expensesclaim accompanied by such receipts or other evidence that the Company may require. 8.4The Employee shall at all times comply with the Company’s Travel Policy and Expenses Policy from time to time in force. Copies are available from theGroup Companies’ intranet site or upon request from the Global Human Resources department of the Group Companies. 8.5The Company shall pay the Employee's reasonable travel costs incurred in the proper performance of her duties in relation to her daily commute from hercurrent home address as set out in this Agreement to the Company's offices located as anticipated in accordance with clause 5.3 to a maximum of £1,080per month excluding any associated taxes and statutory deductions arising thereon (the " Commuting Cap "). The Employee will submit her expensesclaim for such expenses with such receipts or other evidence that the Company may require in accordance with clause and in compliance Company’sTravel Policy and Expenses Policy from time to time in force. Strictly subject to the Commuting Cap, on an annual basis, the Company shall also providea gross up in respect of the income tax payable on (i) reimbursement payments made to Employee for commuting expenses set forth in this clause and (ii)any gross up amounts resulting therefrom. 9SHARE OPTIONS 9.1Subject always to the rules of the Intercept Pharmaceuticals, Inc. 2012 Equity Incentive Plan, as amended, or any other equity incentive plan that maythen be in effect (collectively, the “ Equity Awards ”) and any legal or regulatory restrictions from time to time in force, the Employee was granted theOptions. The Employee may further, at the sole discretion of the Board or the Compensation Committee of the Parent, from time to time be grantedadditional options or other equity-based awards over shares of the common stock of the Parent. 9.2If the Employee has been, prior to the date of this Agreement, or is at any time following the date of this Agreement, granted options or other equity-based awards pursuant to the Share Scheme or any other stock option or share incentive scheme of the Parent, those options or rights shall be subject tothe rules of that scheme as in force from time to time which rules shall not form part of the Employee’s service contract. Effect of Termination of Share or Stock Options and other equity compensation 9.3In the event of Employee’s termination by the Company for Equity Cause or by the Employee without Equity Good Reason all unvested stock optionsand other equity-based awards granted to the Employee before and after the date of this Agreement (including the Equity Awards) shall be immediatelyforfeited upon the effective date of such termination of employment or as otherwise provided in the award agreement; provided, and subject to clause 9.8,that the Employee shall have until the earlier of expiration date of the option or 90 days from the date of termination of the Employee to exercise allvested options unless the stock plan pursuant to which the option is granted requires earlier termination in connection with a liquidation or sale of theParent or the Company. 14  9.4In the event of the Employee’s termination by the Employee for Equity Good Reason or by the Company without Equity Cause and provided that theEmployee (or her legal representative, if applicable) executes a Settlement Agreement within a period of 60 days from the termination of Employment,that number of the Employee's time-based unvested stock options and other time-based equity awards granted to the Employee before or after the date ofthis Agreement (including the Options) that would otherwise have vested from the effective date of the Employee’s termination up to and including thefirst anniversary of such date shall vest as of the date that the Settlement Agreement is executed by the Employee (or her estate or legal representative, ifapplicable) and the Employee (or her estate or legal representative, if applicable) shall have until the earlier of the expiration date of the option or one (1)year from the date of termination of the Employee’s employment to exercise all vested options unless the stock plan pursuant to which the option isgranted requires earlier termination in connection with a liquidation or sale of the Parent or the Company. 9.5In the event the Employee’s employment with the Company is terminated by the Employee for Equity Good Reason or by the Company without EquityCause, in any such case, in anticipation of and/or within twelve (12) months following a Change in Control, in lieu of the acceleration provided forpursuant to clause 9.4 above, provided that the Employee (or her legal representative, if applicable) executes a Settlement Agreement within a period of60 days from the termination of Employment, and subject to clause 9.8, to the extent vesting and acceleration will not result in violation of any applicablelaw, and subject to clause 9.8, all of the Employee’s time-based unvested stock options and other time-based equity-based awards granted to theEmployee before or after the date of this Agreement (including the Equity Awards) then in effect shall vest as of the date of the Settlement Agreementand the Employee shall have until the earlier of the expiration date of the option or one (1) year from the date of termination of the Employee’semployment to exercise all vested options unless the stock plan pursuant to which the option is granted requires earlier termination in connection with aliquidation or sale of the Parent or the Company. 9.6In the event the Employee’s employment with the Company is terminated by reason of Incapacity pursuant to clause 18.2, all unvested stock and stockoptions granted to the Employee before and after the date of this Agreement shall be immediately forfeited upon the effective date of such termination ofemployment or as otherwise provided in the award agreement; provided that, and subject to clause 9.8 the Employee shall have until the earlier of theexpiration date of the option or one (1) year from the date of termination of Employee’s employment to exercise all vested options unless the stock planpursuant to which the option is granted requires earlier termination in connection with a liquidation or sale of the Parent or the Company. 9.7As used herein, “ Change in Control ” shall occur or be deemed to occur if any of the following events occur: 9.7.1any sale, lease, exchange or other transfer (in one transaction or a series of transactions) of all or substantially all of the assets of the Parentand the Group Companies to a third person (with “person” as defined in clause 9.7.3); or 15  9.7.2any consolidation or merger of the Parent or the Company where the shareholders of the Parent or the Company, as the case may be,immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own, directly orindirectly, shares representing in the aggregate more than fifty percent (50%) of the combined voting power of all the outstanding securitiesof the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any); or 9.7.3a third person, including a “person” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934 (a US Statute), as amended (the “Exchange Act ”) (but other than (a) the Parent or another Group Company, (b) any employee benefit plan of the Parent or a GroupCompany, or (c) investors purchasing equity securities of the Parent pursuant to a financing or a series of financings approved by the boardof directors of the Parent) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, ofControlling Securities (as defined below). “ Controlling Securities ” shall mean securities representing 25% or more of the total number ofvotes that may be cast for the election of the directors of the Parent or the Company, as the case may be. 9.7.4Notwithstanding anything to the contrary herein, a Change in Control in respect of the Company shall not be deemed to have occurred underclause 9.7.2 or 9.7.3 if, immediately after the consummation of such transaction or series of transactions, (a) Employee is employed by theParent, the Company or another Group Company on similar terms as this Agreement and (b) such transaction or series of transactions do notconstitute a Change in Control in respect of Parent. 9.8In the event that the Employee or the Company give notice to terminate the Employment and the Company puts the Employee on garden leave pursuant toclause 19 below, for the purposes of clauses 9.3, 9.4, 9.5 and 9.6 above, the Employee's employment shall be deemed to have been terminated with effectfrom the date on which the Employee is put on garden leave (as determined by the Company) and references to the effective date of termination of theEmployee's employment or the termination of employment in such clauses shall be deemed to be the date on which the Employee is placed on gardenleave (as determined by the Company). For the avoidance of doubt, this sub-clause shall only apply for the purposes of clauses 9.3 to 9.6 inclusive and forall other purposes the Employee's employment and the terms and conditions relating to it under this Agreement shall continue in effect until the expiry ofthe notice given by the Employee or the Company. 10HOLIDAY 10.1The Employee shall be entitled to receive her normal remuneration for all bank and public holidays normally observed in England and a further 30working days holiday in each holiday year, being the period from 1 January to 31 December. The Employee may only take her holiday at such times asare agreed with the person to whom she reports and in accordance with the Company’s Vacation Policy from time to time in force. 10.2In the holiday years in which the Employment commences or terminates, the Employee’s entitlement to holiday shall accrue on a pro-rata basis for eachcomplete month of service during the relevant year. 16  10.3If, on the termination of the Employment, the Employee has exceeded her accrued holiday entitlement, the excess may be deducted from any sums due toher. If the Employee has any unused holiday entitlement, the Board may either require the Employee to take such unused holiday during any notice periodor accept payment in lieu. Any payment in lieu shall only be made in respect of holiday accrued in accordance with clause 10.2 above during theEmployee’s final holiday year. 10.4Holiday entitlement for one holiday year may not be taken in subsequent holiday years unless otherwise agreed by the Board. Failure to take holidayentitlement in the appropriate holiday year will lead to forfeiture of any accrued holiday not taken, without any right to payment in lieu. 11INCAPACITY 11.1Subject to the Employee’s compliance with the Company’s rules from time to time in force regarding sickness notification and doctor’s certificates,details of which can be obtained from the Group Companies’ intranet site or upon request from the Global Human Resources department of the GroupCompanies and subject to the Company’s right to terminate the Employment for any reason including without limitation incapacity, if the Employee is atany time absent on medical grounds the Company shall pay to the Employee her normal basic salary for a maximum of 13 weeks for any one period ofabsence or absence in aggregate in any rolling period of 12 months (“ Company Sick Pay ”). 11.2The Company reserves the right to reasonably require the Employee to undergo a medical examination by a doctor or consultant nominated by it, atanytime including at any stage of absence at the Company’s expense, and the Employee agrees that she will undergo any requisite tests and examinationsand will fully co-operate with the relevant medical practitioner and shall authorise him or her to disclose to and discuss with the Company the results ofany examination and any matters which arise from it. 11.3Payment of Company Sick Pay to the Employee pursuant to clause 11.1 shall be inclusive of any Statutory Sick Pay and any Social Security SicknessBenefit or other benefits to which the Employee may be entitled, whether or not claimed. 11.4If the Employee’s absence shall be caused by the actionable negligence of a third party in respect of which damages are recoverable, then all sums paid bythe Company shall constitute loans to the Employee, who shall: 11.4.1immediately notify the Company of all the relevant circumstances and of any claim, compromise, settlement or judgement made orawarded; 11.4.2if the Board of the Company so requires, refund to the Company such sum as the Board may determine, not exceeding the lesser of: a)the amount of damages recovered by her under such compromise, settlement or judgement; and b)the sums advanced to her in respect of the period of incapacity. 11.5Any actual or prospective entitlement to Company Sick Pay or private medical insurance or long term disability benefits shall not limit or prevent theCompany from exercising its right to terminate the Employment in accordance with clauses 3.2 or 18 or otherwise and the Company shall not be liable forany loss arising from such termination. 17  11.6If the Employee is prevented by incapacity from properly performing her duties under this Agreement for a consecutive period of 20 working days theBoard may appoint another person or persons to perform those duties until such time as the Employee is able to resume fully the performance of herduties. 12DEDUCTIONS For the purposes of the ERA, the Employee hereby authorises the Company to deduct from her remuneration any sums due from her to the Company orany Group Company including, without limitation, any overpayments of salary, employee’s pension contributions, overpayments of holiday pay whetherin respect of holiday taken in excess of that accrued during the holiday year or otherwise, loans or advances made to her by the Company, any finesincurred by the Employee and paid by the Company, the cost of repairing any damage or loss to the Company’s property caused by her and all lossessuffered by the Company as a result of any negligence or breach of duty by the Employee. 13RESTRICTIONS ON OTHER ACTIVITIES BY THE EMPLOYEE 13.1During the Employment the Employee shall not directly or indirectly be employed, engaged, concerned or interested in any other company, business orundertaking without the prior written consent of the Board of the Parent or be involved in any activity which the Board of the Parent reasonably considersmay be, or become, harmful to the interests of the Company or any Group Company or which might reasonably be considered to interfere with theperformance of the Employee’s duties under this Agreement provided that this clause 13.1 shall not prohibit the Employee: 13.1.1subject to the prior written consent of the Board of the Parent, serving as an officer or member of the board of directors or advisory boardsof non competing organisations from time to time; 13.1.2serving as an officer or member of a charitable, educational or civic organisations; 13.1.3engaging in charitable activities and community affairs; or 13.1.4managing her personal investments or affairs including holding (directly or through nominees) of investments listed on any recognised stockexchange as long as not more than 5 per cent of the issued shares or other securities of any class of any one company shall be so held; subject always to such activities not being or becoming, harmful to the interests of the Company or any Group Company or reasonably being consideredto interfere with the performance of the Employee’s duties and responsibilities under this Agreement. 13.2Subject to any regulations issued by the Company, the Employee shall not be entitled to receive or obtain directly or indirectly any discount, rebate orcommission in respect of any sale or purchase of goods effected or other business transacted (whether or not by her by or on behalf of the Company) andif she (or any firm or company in which she is interested) shall obtain any such discount, rebate or commission, she shall account to the Company for theamount received by her (or a due proportion of the amount received by such company or firm having regard to the extent of her interest in it). For theavoidance of doubt, nothing in this clause shall prevent the Employee from obtaining any discount, rebate or commission solely as a result of transactionslegitimately entered into in her personal capacity. 18  14CONFIDENTIALITY 14.1The Employee shall neither during the Employment (except in the proper performance of her duties) nor at any time (without limit) after the terminationof the Employment: 14.1.1divulge or communicate to any person, company, business entity or other organisation; 14.1.2use for her own purposes for any purposes other than those of the Company or any Group Company; or 14.1.3through any failure to exercise due care and diligence, permit or cause any unauthorised disclosure of any Confidential Information provided that these restrictions shall cease to apply to any information, which shall become available to the public generallyotherwise than through an unauthorised disclosure by the Employee or any other person. 14.2For the purposes of this Agreement “ Confidential Information ” shall mean, in relation to the Company or any Group Company: 14.2.1trade secrets; 14.2.2information relating to research activities, inventions, discoveries, secret processes, designs, know how, technical specifications andprocesses, formulae, intellectual property rights, computer software, product lines and any other technical information relating to thecreation, production or supply of any past, present or future product or service; 14.2.3any inventions or improvements which the Employee may make or discover during the Employment; 14.2.4any information relating to the business or prospective business; 14.2.5details of suppliers, their services and their terms of business; 14.2.6details of customers and their requirements, the prices charged to them and their terms of business; 14.2.7pitching material, marketing plans and sales forecasts of any past, present or future products or services; 14.2.8information relating to the business, corporate plans, management systems, accounts, finances and other financial information, results andforecasts (save to the extent that these are included in published audited accounts); 19  14.2.9proposals relating to the acquisition or disposal of a company or business or any part thereof; 14.2.10proposals for expansion or contraction of activities, or any other proposals relating to the future; 14.2.11details of employees and officers and of the remuneration and other benefits paid to them; 14.2.12information given in confidence by clients, customers suppliers or any other person; 14.2.13any other information which the Employee is notified is confidential; and 14.2.14any other information which the Company (or relevant Group Company) could reasonably be expected to regard as confidential, whether ornot such information is reduced to a tangible form or marked in writing as “confidential”, including but not limited to, information which iscommercially sensitive, which comes into the Employee’s possession by virtue of the Employment and which is not in the public domain and all information, which has been ormay be derived or obtained from any such information. 14.3The Employee acknowledges that all notes, memoranda, records, lists of customers and suppliers and employees, correspondence, documents, computerand other discs and tapes, data listings, databases, codes, designs and drawings and any other documents and material whatsoever (whether made orcreated by the Employee or otherwise) relating to the business of the Company and any Group Company (and any copies of the same) or which is createdor stored on the Company’s equipment and systems: 14.3.1shall be and remain the property of the Company or the relevant Group Company; and 14.3.2shall be handed over by the Employee to the Company or the relevant Group Company on demand and in any event on the termination ofthe Employment and the Employee shall certify that all such property has been so handed over and that no copies or extracts have beenretained. 14.4For the avoidance of doubt, social media accounts, any on-line content and contacts operated or created by the Employee during the Employment forwork related (including networking) purposes shall be regarded as the property of the Company and the Employee agrees not to use such social mediaafter the termination of the Employment. 14.5This clause 14 shall only bind the Employee to the extent allowed by law and nothing in this clause shall prevent the Employee from making a statutorydisclosure. 20  15DATA PROTECTION The Employee consents to the Company and/or the Group Companies holding and processing, both electronically and manually, the data it collects inrelation to the Employee in the course of the Employment (including, without limitation the Employee’s employment application, references, bank details,appraisals, holiday and sickness records, salary reviews, remuneration details, employment benefits and other records which may include sensitivepersonal data relating to her health) for the purposes of the Company’s and/or the Group Companies’ administration and management of their employeesand their businesses, the evaluation of assets and liabilities before any acquisition, merger or re-organisation of the Company and/or the GroupCompanies’ business, to fulfil any obligation of the Company and/or the Group Companies to transfer records to any successor employer and forcompliance with applicable procedures, laws and regulations. Such processing may involve the transfer, storage and processing by the Company and/orthe Group Companies of such data outside the European Economic Area, to which the Employee consents. 16INVENTIONS AND INTELLECTUAL PROPERTY RIGHTS 16.1The Employee acknowledges that all Employment IPRs, Employment Inventions and all materials embodying them shall automatically belong to theCompany or relevant Group Company to the fullest extent permitted by law. To the extent that they do not vest in the Company or relevant GroupCompany automatically, the Employee holds them on trust for the Company or relevant Group Company. 16.2The Employee acknowledges that, because of the nature of her duties, which includes research and development, including creating and developingEmployment Inventions and Employment IPRs, and the particular responsibilities arising from the nature of her duties, she has, and shall have at all timeswhile she is employed by the Company, a special obligation to further the interests of the Company and the Group Companies. 16.3To the extent that legal title in any Employment IPRs or Employment Inventions does not vest in the Company or relevant Group Company by virtue ofclause 16.1, the Employee agrees, immediately upon creation of such rights and inventions, to offer to the Company or relevant Group Company inwriting a right of first refusal to acquire them on arm’s length terms to be agreed between the parties. If the parties cannot agree on such terms within 30days of the Company or relevant Group Company receiving the offer, the Company shall refer the dispute to an arbitrator who shall be nominated byCEDR. The arbitrator's decisions shall be final and binding on the parties, and the costs of arbitration shall be borne equally by the parties. The Employeeagrees that the provisions of this clause 16.3 shall apply to all Employment IPRs and Employment Inventions offered to the Company under this clause16.3 until such time as the Company has agreed in writing that the Employee may offer them for sale to a third party. 16.4The Employee agrees: 16.4.1to give the Company full written details of all Inventions which relate to or are capable of being used in the business of the Company and/orany Group Company promptly on their creation; 16.4.2at the Company's request and in any event on the termination of her employment to give to the Company all originals and copies ofcorrespondence, documents, papers and records on all media which record or relate to any of the Employment IPRs; 16.4.3not to attempt to register any Employment IPR nor patent any Employment Invention unless requested to do so by the Company; and 21  16.4.4to keep confidential each Employment Invention unless the Company has consented in writing to its disclosure by the Employee. 16.5The Employee waives all her present and future moral rights which arise under the Copyright Designs and Patents Act 1988, and all similar rights in otherjurisdictions relating to any copyright which forms part of the Employment IPRs, and agrees not to support, maintain nor permit any claim forinfringement of moral rights in such copyright works. 16.6The Employee acknowledges that, except as provided by law, no further remuneration or compensation other than that provided for in this Agreement isor may become due to the Employee in respect of her compliance with this clause 16.6. This is without prejudice to the Employee’s rights under thePatents Act 1977. 16.7The Employee undertakes to use her best endeavours to execute all documents and do all acts both during and after her employment by the Company asmay, in the opinion of the Board of the Parent or the Company, be necessary or desirable to vest the Employment IPRs in the Company or relevant GroupCompany, to register them in the name of the Company or relevant Group Company and to protect and maintain the Employment IPRs and theEmployment Inventions. Such documents may, at the Company's request, include waivers of all and any statutory moral rights relating to any copyrightworks which form part of the Employment IPRs. The Company agrees to reimburse the Employee's reasonable expenses of complying with this clause16.7. 16.8The Employee agrees to give all necessary assistance to the Company or relevant Group Company to enable it to enforce its Intellectual Property Rightsagainst third parties, to defend claims for infringement of third party Intellectual Property Rights and to apply for registration of Intellectual PropertyRights, where appropriate throughout the world, and for the full term of those rights. 16.9The Employee hereby irrevocably appoints the Company to be her attorney to execute and do any such instrument or thing and generally to use her namefor the purpose of giving the Company or its nominee the benefit of this clause 16. The Employee acknowledges in favour of a third party that acertificate in writing signed by any Director or the Secretary of the Company that any instrument or act falls within the authority conferred by this clause16.9 shall be conclusive evidence that such is the case. 17STATEMENTS 17.1The Employee shall not make, publish (in any format) or otherwise communicate any derogatory statements, whether in writing or otherwise, at any timeeither during her Employment or at any time after its termination in relation to the Company, any Group Company or any of their officers or otherpersonnel. 17.2The Company will use its reasonable endeavours to ensure that it does not allow or encourage its employees, officers and directors to make publish (inany format) or otherwise communicate any derogatory statements, whether in writing or otherwise, at any time during the Employment or at any timeafter its termination in relation to the Employee. 17.3For the avoidance of doubt all statements to the press or other media communications in connection with the Company and/or any Group Company aredealt with by the Investor Relations Committee. The Employee shall not make any statements to the press or other media in connection with the Companyand/or any Group Company at any time either during or after the Employment without the prior consent of the Chief Executive Officer of the Parentand/or the Investor Relations Committee. 22  18TERMINATION OF EMPLOYMENT AND SEVERANCE 18.1The Company may terminate the Employment immediately by notice in writing if the Employee shall have: 18.1.1committed any serious breach of her obligations under this Agreement; or 18.1.2committed any repeated or continued breach of her obligations under this Agreement after having received a written warning from theCompany relating to the same; or 18.1.3been guilty of conduct tending to bring her or the Company or any Group Company into disrepute; or 18.1.4become bankrupt or had an interim order made against her under the Insolvency Act 1986 or compounded with her creditors generally; or 18.1.5been disqualified from being a director by reason of any order made under the Companies Directors Disqualification Act 1986 or any otherenactment; or 18.1.6been convicted of an offence under any statutory enactment or regulation (other than a motoring offence for which no custodial sentence isgiven); or 18.1.7failed to comply with the United Kingdom’s Bribery Act 2010 or any other similar legislation, regulations or rules in any relevantjurisdiction related to, giving payments, gifts or entertainment to obtain a business advantage unlawfully, or adopted to implement theOECD Convention on Combating Bribery of Foreign Officials in International Transactions; or 18.1.8during the Employment, committed any gross breach of clauses 13, 14, 16 and/or 17. Any delay by the Company in exercising such right of termination shall not constitute a waiver thereof. 18.2In the event the Employee is incapacitated or prevented by illness or injury or accident or any other circumstances beyond her control (“ Incapacity ”)from discharging her duties for a total of 16 consecutive weeks, or 24 weeks in aggregate in any 12 consecutive calendar months, the Company may bynotice in writing at any time during the period of Incapacity terminate the Employee’s Employment by giving such notice as is required by section 86 ofthe Employment Rights Act 1996. 23  18.3In the event of the termination of the Employee's employment by the Company without Equity Cause or by the Employee for Equity Good Reason,provided that the Employee (or her legal representative if applicable) executes a Settlement Agreement prior to the 60 th day following the termination ofthe Employee's employment, the Company shall provide the Employee with a payment equal to: (a) 12 months of the Salary and either (at the Company'ssole discretion) shall (i) continue to provide the benefits to which the Employee was entitled for a continued 12 month period (comprising car allowance,pension contributions, private medical insurance and life assurance cover but not bonus or other benefits) or (ii) make a payment of the value of thebenefits the Employee is entitled to receive over a 12 month period (including car allowance, pension contributions, private medical insurance and lifeassurance cover) at the time of the termination of employment; (b) less any payment made by way of payment in lieu of notice (including PILONBenefit); and/or (c) less any Salary paid and/or benefits provided in respect of any period during which the Employee was on garden leave (whethernotice is given by the Employee or the Company). Such payment shall be paid in equal monthly instalments according to the Company’s payrollcommencing on the first payroll date the Settlement Agreement is executed by the Employee (or her legal representative if applicable), save that in theevent of such termination in anticipation of or within 12 months following a Change in Control, such payment shall be made in one lump sum paymentwithin 30 days following the date the Settlement Agreement is executed by the Employee (or her legal representative if applicable). For the avoidance ofdoubt, (A) clause 9.4 and clause 9.5 are unaffected by this clause 18.3 and the acceleration provisions set out therein will apply in circumstances wherethe Employee has exercised her rights under this clause and (B) if clause 3.9 or 3.10 is applicable, clause 18.3 shall not be applicable except to the extentreferenced specifically in clause 3.9 or 3.10. 19GARDEN LEAVE During any period of notice of termination (whether given by the Company or the Employee), the Company shall be under no obligation to assign anyduties to the Employee and shall be entitled to exclude her from its premises and those of any Group Company, and require the Employee not to contactany customers, suppliers or employees provided that this shall not affect the Employee’s entitlement to receive her normal salary and contractual benefits.During any such period of exclusion the Employee will continue to be bound by all the provisions of this Agreement and shall at all times conduct herselfwith good faith towards the Company. In the event the Company exercises its right to place the Employee on garden leave for some or all of the noticeperiod, the Company shall not, from the date it exercises such right, require the Employee to perform any duties or to be available during her normalworking hours. Further the Company expressly permits the Employee to utilise her time looking for and attending interviews or meetings regarding anynew employment or engagement which would start after her employment with the Company terminates subject always to this being in compliance withclause 5, 13, 14 and 21 of this Agreement. 20DIRECTORSHIP 20.1On the termination of the Employment (however arising) or on either the Company or the Employee having served notice of such termination, theEmployee shall should she hold any such offices: 20.1.1at the request of the Company or any Group Company resign from all directorships and offices held by her in the Company or any GroupCompany and shall transfer without payment to the Company or as the Company may direct any nominee shares provided by it, providedhowever that such resignation shall be without prejudice to any claims which the Employee may have against the Company or any GroupCompany arising out of the termination of the Employment; and 24  20.1.2immediately deliver to the Company or any Group Company as directed all materials within the scope of clause 14.3 and all credit cards,motor cars, car keys and other property of or relating to the business of the Company or of any Group Company which may be in herpossession or under her power or control, and if the Employee should fail to do so the Company is hereby irrevocably authorised to appoint another person to sign any documents and/or do anyother things necessary on her behalf in order to give effect to the Employee’s undertaking in this clause 20.1. 20.2The appointment of the Employee as a director of the Company or any Group Company is not a term of this Agreement and the Company or any GroupCompany reserves the right to remove the Employee from any such directorship at any time and for any reason. Where the Company or any GroupCompany exercises this right, this shall not amount to a breach of this Agreement and shall not give rise to a claim for damages or compensation. 21POST TERMINATION OBLIGATIONS OF THE EMPLOYEE 21.1For the purposes of this clause 21 the following definitions apply: 21.1.1“ Restricted Business ” means the businesses of the Company and Group Companies at the Termination Date with which the Employeewas involved to a material extent during the twelve months immediately preceding the Termination Date; 21.1.2“ Restricted Customer ” means any person, firm, company or other organisation who, at any time during the twelve months immediatelypreceding the Termination Date was a customer of or in the habit of dealing with the Company or any Group Company and with whom,during that period, the Employee had material dealings in the course of her employment or for whom the Employee was responsible onbehalf of the Company or any Group Company; 21.1.3“ Prospective Customer ” means any person, firm, company or other organisation with whom the Company or any Group Company hadnegotiations or discussions regarding a possible business relationship and/or had submitted a tender, taken part in a pitch or made apresentation to, or with which it was otherwise negotiating for the supply of goods and services during the six months immediatelypreceding the Termination Date and with whom, during that period, the Employee had material dealings in the course of her Employment orfor whom the Employee was responsible for developing the relationship on behalf of the Company or any Group Company; 21.1.4“ Restricted Employee ” means any person who, at the Termination Date, was an employee, officer or consultant of the Company or GroupCompany who could materially damage the interests of the Company or any Group Company if she becomes employed in any competingbusiness and with whom the Employee worked closely or was responsible for in the twelve months immediately preceding the TerminationDate; 25  21.1.5“ Restricted Supplier ” means any person, firm, company or other organisation who, in the twelve months immediately preceding theTermination Date supplied goods and/or services to the Company or any Group Company including but not limited to any individual whoprovided services to the Company or any Group Company by way of a consultancy agreement (but excluding utilities or goods and servicessupplied for administrative purposes) and with whom, during that period, the Employee dealt to a material extent; 21.1.6“ Restricted Territory ” means the United Kingdom and any other country in the world where the Company or any Group Company hadbusiness interests or dealings on the Termination Date; 21.1.7“ Restriction Date ” means the earlier of the Termination Date and the start of any period of Garden Leave in accordance with clause 19; 21.1.8“ Termination Date ” means the date of termination of the Employment (howsoever caused). 21.2The Employee acknowledges that by reason of the Employment she will have access to trade secrets, confidential information, business connections andthe workforce of the Company and the Group Companies and that in order to protect their legitimate business interests it is reasonable for her to enter intothese post termination restrictive covenants and, having had the opportunity to seek independent legal advice the Employee agrees that the restrictionscontained in this clause 21 (each of which constitutes an entirely separate, severable and independent restriction) are reasonable. 21.3Reference in this clause 21.3 to the “Company” shall apply as though there were included reference to any relevant Group Company for whom or onwhose behalf the Employee works during the course of the Employment. The Employee covenants with the Company for itself and as trustee and agentfor each Group Company that she will not without the prior written consent of the Company: 21.3.1for six months after the Restriction Date solicit or endeavour to entice away from the Company the business or custom of a Restricted Customerwith a view to providing goods or services in competition with any Restricted Business; 21.3.2for six months after the Restriction Date solicit or endeavour to entice away from the Company the business or custom of a ProspectiveCustomer with a view to providing goods or services in competition with any Restricted Business; 21.3.3for six months after the Restriction Date provide goods or services to, or otherwise have any business dealings with, any Restricted Customer inthe course of any business concern which is in competition with any Restricted Business; 21.3.4for six months after the Restriction Date provide goods or services to, or otherwise have any business dealings with, any Prospective Customerin the course of any business concern which is in competition with any Restricted Business; 21.3.5for six months after the Restriction Date induce, solicit or otherwise endeavour to entice away from the Company any Restricted Employee; 26  21.3.6for six months after the Restriction Date employ or engage or facilitate the employment or engagement of any Restricted Employee; 21.3.7for six months after the Restriction Date interfere or endeavour to interfere with the supply of goods and/or services by any Restricted Supplierto the Company or any Group Company; and 21.3.8for six months after the Restriction Date be engaged or concerned in any capacity in any business concern which is competition in the RestrictedTerritory with the Restricted Business. 21.4For the avoidance of doubt, nothing in this clause 21 shall prevent the Employee from: 21.4.1holding as an investment by way of shares or other securities not more that 5% of the total issued share capital of any company listed on arecognised stock exchange; or 21.4.2being engaged or concerned in any business concern where the Employee’s work or duties relate solely to geographical areas where thebusiness concern is not in competition with the Restricted Business; or 21.4.3being engaged or concerned in any business concern where the Employee’s work or duties relate solely to services or activities of a kindwith which the Employee was not concerned to a material extent in twelve months before the Termination Date. 21.5The obligations undertaken by the Employee pursuant to this clause 21 extend to her acting not only on her own account but also on behalf of any otherfirm, company or other person and shall apply whether she acts directly or indirectly. 21.6The Employee hereby undertakes with the Company that she will not at any time after the termination of the Employment in the course of carrying on anytrade or business, claim, represent or otherwise indicate any present association with the Company or any Group Company or for the purpose of carryingon or retaining any business or custom, claim, represent or otherwise indicate any past association with the Company or any Group Company to itsdetriment. 21.7While the restrictions in this clause 21 (on which the Employee has had the opportunity to take independent advice, as the Employee herebyacknowledges) are considered by the parties to be reasonable in all the circumstances, it is agreed that if any such restrictions, by themselves, or takentogether, shall be found to go beyond what is reasonable in all the circumstances for the protection of the legitimate interests of the Company or anyGroup Company but would be considered reasonable if part or parts of the wording of such restrictions were deleted, the relevant restriction or restrictionsshall apply with such deletion(s) as may be necessary to make it or them valid and effective. 21.8If the Employee accepts alternative employment or engagement with any third party during the period of any of the restrictions in this clause 21 she willprovide the third party with full details of these restrictions. 27  21.9If the Employee’s employment is transferred by reason of the Transfer of Undertakings (Protection of Employment) Regulations 2006 she will, ifrequested, enter into an agreement with the new employer that contains provisions no more onerous nor wider in scope than those provided by theCompany under this clause 21. 21.10If the Employee's contract of employment is expected to transfer to a new entity by virtue of the Transfer of Undertakings (Protection of Employment)Regulations 2006 but the Employee objects or otherwise resigns before any such transfer takes place, the Employee acknowledges that the Company mayassign the benefit of these restrictive covenants to the relevant successor entity. Consequently, the Employee agrees that she will continue to observe therestrictions set out in this clause 21 for the benefit of any successor and will not regard herself as released from her obligations under this clause in theevent of such assignment. The Employee agrees to co-operate with, and use her best endeavours to assist the Company and any successor in suchcircumstances including but not limited to providing such information, executing such documents and giving such assurances and undertakings as theymay reasonably request. 22WHISTLEBLOWING 22.1The Employee must at all times comply with the Company’s or Parent's Code of Business Conduct from time to time in force. A copy is available fromthe Parent’s public website and on the intranet site of the Group Companies. 22.2If the Employee wishes to make a disclosure under Sections 43A-L of the ERA she should do so without delay by contacting the Parent’s audit committeechairperson in writing, expressly stating that she wishes to make a qualifying disclosure. A ‘qualifying disclosure’ is defined for these purposes as adisclosure of information which, in the reasonable belief of the Employee, is made in the public interest and tends to show one or more of the following: acriminal offence, a risk to health and safety, a failure to comply with a legal obligation, a miscarriage of justice, environmental damage or concealment ofany of these. 23LEGAL COSTS 23.1The Company shall pay to the Employee's solicitors following receipt of an invoice addressed to the Employee but marked as payable by the Companythe sum of up to £5,000 (inclusive of VAT) in respect of the Employee's legal expenses incurred only in connection with the taking of advice in relation toher rights and obligations under this Agreement. 24AMALGAMATION AND RECONSTRUCTION 24.1If the Company is wound up for the purposes of reconstruction or amalgamation the Employee shall not as a result or by reason of any termination of theEmployment or the redefinition of her duties within the Company or any Group Company arising or resulting from any reorganisation of the Group haveany claim against the Company for damages for termination of the Employment or otherwise so long as she shall be offered employment with anyconcern or undertaking resulting from such reconstruction reorganisation or amalgamation on terms and conditions no less favourable to the Employeethan the terms contained in this Agreement. 24.2If the Employee shall at any time have been offered but shall have unreasonably refused or failed to agree to the transfer of this Agreement on no lessfavourable terms by way of novation to a company which has acquired or agreed to acquire the whole or substantially the whole of the undertaking andassets or not less than 50 per cent of the equity share capital of the Parent the Company may terminate the Employment by such notice as is required bys.86 of the ERA within one month of such offer being refused by the Employee. 28  25DISCIPLINARY AND GRIEVANCE PROCEDURES AND SUSPENSION 25.1The Company aims to follow applicable best practice in relation to any disciplinary matter or dismissal involving the Employee. However, such practiceis not a contractual entitlement of the Employee and the Company reserve the right not to do so. 25.2If the Employee wishes to obtain redress of any grievance relating to the Employment or is dissatisfied with any reprimand, suspension or otherdisciplinary step taken by the Company, she shall apply in writing to the head of the Group Companies’ Global Human Resources department or the headof the Group Companies’ Legal Department setting out the nature and details of any such grievance or dissatisfaction. 25.3The Company reserves the right to suspend the Employee on full pay, for so long as it reasonably thinks fit, in order to: 25.3.1investigate any allegations made against the Employee (whether in the context of the internal disciplinary process or otherwise); 25.3.2satisfy itself as to the Employee's fitness for work; and 25.3.3where it reasonably considers that it may be beneficial to temporarily remove the Employee. 26NOTICES 26.1Any notice or other document to be given under this Agreement shall be in writing and may be given personally to the Employee or to the Company’sLegal Department (as the case may be) or may be sent by first class post or by facsimile transmission to, in the case of the Parent, its registered office forthe time being (marked for the attention of the Legal Department) and in the case of the Employee either to her address shown on the face of thisAgreement or to her last known place of residence. 26.2Any such notice shall (unless contrary is proved) be deemed served when in the ordinary course of the means of transmission it would first be received bythe addressee in normal business hours. In proving such service it shall be sufficient to prove, where appropriate, that the notice was addressed properlyand posted or that the facsimile transmission was dispatched. 27COMMUNICATIONS Telephone calls made and received by the Employee using the Company’s and/or the Group Companies’ equipment and use of the Company’s and/or theGroup Companies’ email system to send or receive personal correspondence may be recorded on their communication systems. Any recordings madeshall at all times remain the property of the Company and/or the Group Companies and, if necessary, will be used as evidence in the case of disputes withemployees or clients. 29  28ENTIRE AGREEMENT AND FORMER SERVICE AGREEMENT(S) 28.1This Agreement together with any documents referred to in it constitutes the entire agreement and understanding between the parties and the Employeeagrees that she has not been induced to enter into the Employment by and has not relied upon any Pre-Contractual Statement. 28.2This Agreement together with any documents referred to in it shall be in substitution for any previous letters of appointment, agreements or arrangements,(whether written, oral or implied), relating to the employment of the Employee, which shall be deemed to have been terminated by mutual consent. TheEmployee acknowledges that as at the date of this Agreement she has no outstanding claim of any kind against the Company and/ or any GroupCompany. 28.3The parties do not intend the terms of this Agreement to be varied by implication due to any custom, practice, usage or course of dealings. No variation ofthis Agreement shall be effective unless agreed in writing by both parties. 28.4There are no collective agreements affecting the Employee’s employment. 29GOVERNING LAW AND JURISDICTION This Agreement shall be governed by and interpreted in accordance with English law and the parties irrevocably agree to the exclusive jurisdiction of theEnglish Courts. 30REGULATORY CHANGES The Employee understands that the terms set out in this Agreement are subject always to any legal or regulatory requirements which may be introducedafter the date of this Agreement, in particular in relation to restrictions on remuneration for directors and senior Employees. In the event that the Companyis required to comply with such new obligations it may, at its absolute discretion, vary the relevant terms of this Agreement to the extent that it considersnecessary to ensure compliance and the Employee agrees that they will have no claim for damages or compensation as a result. 31THIRD PARTY RIGHTS Save for any Group Companies the Employee and the Company do not intend that any term of this Agreement should be enforceable, by virtue of theContracts (Right of Third Parties) Act 1999 by any third party. 32GENERAL 32.1This Agreement constitutes the written statement of the terms of Employment of the Employee provided in compliance with part 1 of the ERA. 32.2The expiration or termination of this Agreement, however arising, shall not operate to affect such of the provisions of this Agreement as are expressed tooperate or have effect after that time and shall be without prejudice to any accrued rights or remedies of the parties. 30  32.3This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original and such counterpartsor duplicates together shall constitute one and the same instrument. 32.4The various provisions and sub-provisions of this Agreement are severable and if any provision or any identifiable part of any provision is held to beunenforceable by any court of competent jurisdiction then such unenforceability shall not affect the enforceability of the remaining provisions oridentifiable parts of them. Remainder of Page Intentionally Left Blank; Signature Page Follows 31  IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first set forth above. THE COMPANY: INTERCEPT PHARMA EUROPE LTD By:/s/ Philip John Ashton Name: Philip John Ashton Title: VP, Head of Human Resources, EUCA EMPLOYEE: By:/s/ Lisa Bright Morrison Name: Lisa Bright Morrison Address for Notice Purposes:  SCHEDULE 1 - FORM OF SETTLEMENT AGREEMENT  WITHOUT PREJUDICESUBJECT TO CONTRACT SETTLEMENT AGREEMENT Intercept Pharma Europe Limited(1) and(2) Lisa Bright Morrison Ref: MS13/AM06Burges Salmon LLPwww.burges-salmon.comTel: +44 (0)117 307 6076Fax: +44 (0)117 902 4400  CONTENTS ClauseHeadingPage 1DEFINITIONS AND INTERPRETATION2 2TERMINATION OF EMPLOYMENT4 3PAYMENTS5 4REFERENCE6 5CONTINUING OBLIGATIONS6 6COMPANY PROPERTY7 7ASSISTANCE WITH PROCEEDINGS8 8SETTLEMENT9 9LEGAL ADVICE12 10LEGAL COSTS12 11WARRANTIES12 12ENTIRE AGREEMENT13 13COUNTERPARTS14 14SEVERABILITY14 15GOVERNING LAW AND JURISDICTION14 16VARIATION14 17THIRD PARTY RIGHTS14 SCHEDULE 1 - Reference15 SCHEDULE 2 - Certificate16 SCHEDULE 317 1  THIS AGREEMENT is made on20 l BETWEEN (1)Intercept Pharma Europe Ltd registered in England and Wales under company number 09224395 whose registered office is at One Glass Wharf, BristolBS2 0ZX (the " Company ")'; and (2)Lisa Bright Morrison (the " Employee "). BACKGROUND (A)The Employee is employed as President of International by the Company. (B)The Employee believes that she has or may have various claims against the Company or the Group arising out of the termination of her employment. (C)The parties have agreed the terms of settlement of such claims, which are set out in this Agreement. The parties intend this Agreement to be an effectivewaiver of such claims, and to satisfy the conditions relating to settlement agreements in the Relevant Legislation. (D)The Company is entering into this Agreement for itself and for all Group Companies and is authorised in that capacity. IT IS AGREED as follows: 1DEFINITIONS AND INTERPRETATION 1.1In this Agreement the following words shall have the following meanings: " Group " means the Company, the ultimate Holding Company of the Company and any Subsidiary of the Company or the ultimate Holding Company ofthe Company from time to time; and " Group Company " shall be construed accordingly; " Holding Company " means a holding company (as defined by section 1159 of the Companies Act 2006) or a parent undertaking (as defined by section1162 of the Companies Act 2006); " Relevant Legislation " means: (a)the Employment Rights Act 1996, including without limitation its provisions relating to unfair dismissal, the right to a statement of employmentparticulars under Part I, unlawful deduction from wages or unlawful receipt of payments from the Employee under Part II, guarantee paymentsunder Part III, protected disclosures under Part IVA, unlawful detriment under Part V, breach of the right to time off work under Part VI,remuneration or alternative work on suspension under Part VII, a redundancy payment under Part XI and Chapters II and V, and any other rightsunder the Employment Rights Act 1996; and 2  (b)the Sex Discrimination Act 1975, the Race Relations Act 1976, the Disability Discrimination Act 1995, the Employment Equality (SexualOrientation) Regulations 2003, the Employment Equality (Religion or Belief) Regulations 2003, the Employment Equality (Age) Regulations2006, the Equality Act 2010, including without limitation provisions relating to direct or indirect discrimination, disability-relateddiscrimination, discrimination arising from disability, a failure to make reasonable adjustments, victimisation or harassment; and (c)the Equal Pay Act 1970, the Trade Union and Labour Relations (Consolidation) Act 1992, the Protection from Harassment Act 1997, the DataProtection Act 1998, the Working Time Regulations 1998, the National Minimum Wage Act 1998, the Human Rights Act 1998, theEmployment Relations Act 1999, the Transnational Information and Consultation of Employees Regulations 1999, the Part-Time Workers(Prevention of Less Favourable Treatment) Regulations 2000, the Fixed Term Employees (Prevention of Less Favourable Treatment)Regulations 2002, the Information and Consultation of Employees Regulations 2004, the Transfer of Undertakings (Protection of Employment)Regulations 2006 and the Occupational and Personal Pension Schemes (Consultation by Employers and Miscellaneous Amendment) Regulations2006, Companies (Cross-Border Mergers) Regulations 2007, the Pensions Act 2008, Employment Relations Act 1999 (Blacklists) Regulations2010 and Agency Workers Regulations 2010. " Service Agreement " means the service agreement between the Employee and the Company dated l (as amended from time to time); " Subsidiary " means a subsidiary (as defined by section 1159 of the Companies Act 2006) or a subsidiary undertaking (as defined by section 1162 of theCompanies Act 2006). 1.2In this Agreement, unless the context otherwise requires: (a)clause headings are inserted for convenience only and shall not affect the interpretation of this Agreement; (b)references to a clause or schedule is to a clause of or schedule to this Agreement; 3  (c)any reference to this Agreement or to any other document shall include any permitted variation, amendment or supplement to this Agreement orsuch document; (d)the schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to thisAgreement includes the schedules; (e)a reference to a statute or statutory provision is a reference to it as amended, modified, consolidated or re-enacted from time to time; (f)unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular; (g)unless the context otherwise requires, a reference to one gender shall include a reference to the other gender; (h)a reference to any party shall include that party's successors and permitted assigns; (i)"includes" or "including" means includes or including without limitation; (j)reference to an individual holding a position in the Company or a Group Company means the holder of that position from time to time. 2TERMINATION OF EMPLOYMENT 2.1The Employee's employment with the Company will terminate on [ insert date ] (the " Termination Date "). In the period between the date of thisAgreement and the Termination Date the parties will comply with their respective obligations under the terms of the Service Agreement. The Employeeshall resign all and any offices she holds for the Company or any Group Company on the date of this Agreement. 2.2The Employer agrees that the termination of the Employee’s employment is for [Equity Good Reason] or [without Equity cause] as defined by clause 1.1of the Service Agreement and that the provisions of clause 9.4 of the Service Agreement shall apply. 2.3On the date of this Agreement, the Company will issue a press release in the terms of the draft found at part 1 of Schedule 3 and an internal announcementin the terms of the draft found at part 2 of Schedule 3. It will deal with any resulting enquiries in a manner consistent with these. The Employee shall notmake any public comment or issue a press release about the termination of her employment or office or the events giving rise to the same which isinconsistent with these announcements. 4  3PAYMENTS 3.1Subject to and conditional upon the Employee complying with the terms of this Agreement and the warranties given by the Employee in this Agreementbeing true and accurate, and without admission of liability, the Company shall pay the Employee within 30 days of the date of this Agreement or theTermination Date (whichever is the later) the [sum of/following sums:] (a)[£[ insert relevant sum if payment in lieu of notice or balance of payment in lieu of notice is to be made ] by way of payment in lieu of noticewhich will be subject to deductions for income tax and/or national insurance contributions;] (b)£[ insert sum equivalent to 12 months' basic salary and the value of any benefits which the Employee is entitled to, as at the date the agreementis entered into less any payment in lieu of notice or notice pay/benefits paid or to be paid ] by way of payment of the severance payment to bemade to the Employee pursuant to clause 18.3 of the Service Agreement (the " Severance Payment ") subject to deductions for income taxand/or national insurance contributions. 3.2The Company may by written notice to the Employee prior to the date of this Agreement opt to continue to provide any employment benefit (excludingfor the avoidance of doubt salary) for a period of 12 months from the Termination Date, in which case the value of any such benefit and, in the case ofprivate medical insurance or life assurance cover, the amount of the premium applicable to the Employee) shall be excluded from any payment at clause3.1(b). 3.3The Company will deduct from the Severance Payment any outstanding sums which are owed by the Employee to the Company. 3.4Any rights that the Employee may have under the Share Scheme (as defined in clause 9.1 in the Service Agreement) shall be governed by the rules of therelevant scheme, award agreement and clause 9 in the Service Agreement. Nothing in this Agreement shall compromise, effect or extinguish the rights theEmployee has or may have under the Share Scheme or any rights, rights of action or claims the Employee has or may have in connection with hercapacity as a shareholder of Intercept Pharmaceuticals, Inc (whether now or in the future). 3.5The Company shall, subject to the rules of the applicable schemes, pay to the Employee the sum of [£ ] (less tax and NI) [pro-rata] in respect of herdiscretionary bonus for the 2016 bonus year and a [pro-rata] sum of [£ ] (less tax and NI) in respect of her discretionary bonus for the 2017 bonus year.[The amounts to be inserted will depend on the Termination Date and the exercise of the Company’s discretion in the relevant year.] 5  3.6The Company confirms that it shall pay the Employee within 30 days after the date of this Agreement or the Termination Date whichever is the later heraccrued salary (to the extent it has not already been paid) and payment in lieu of any accrued holiday as at the Termination Date (as reasonablydetermined by the Company) subject to deductions for income tax and national insurance contributions. The Company further agrees to reimburse theEmployee for any outstanding expenses, properly incurred in the course of employment in accordance with its usual expenses procedure prior to theTermination Date, provided that the Employee submits a final expenses claim (with such evidence of such expenses as the Company may reasonablyrequire) within 14 days of the later of Termination Date or the date of this Agreement. 3.7The Employee confirms that, save as expressly provided in this Agreement, the Company has paid her all contractual payments and that it has providedher with all contractual benefits accrued and owing to her as at the Termination Date. [ To be deleted if the Employee is to remain employed after thedate this is signed as the Employee cannot provide this confirmation] 4REFERENCE 4.1In response to a written request made to [ insert position ], currently [ name ], from a prospective employer, the Company shall provide a writtenreference for the Employee in the terms set out in Schedule 1 and any oral reference provided by the Company's HR team or by the directors or officers ofthe Company or any Group Company will be in no less favourable terms. If, following the Termination Date, the Company obtains informationconcerning the Employee which would have affected its decision to provide such a reference, it shall inform the Employee and may decline to give areference. 5CONTINUING OBLIGATIONS 5.1The Employee undertakes not to make, publish or otherwise communicate, whether directly or indirectly, any disparaging or derogatory statement(s),whether in writing or otherwise, concerning the Company or any of its Group Companies or any of its or their officers or employees or former officers oremployees. 5.2The Company will use all reasonable endeavours to procure that its directors and the directors of any Group Company and its or their HR teams shall notmake, publish or otherwise communicate any disparaging or derogatory statement(s), whether directly or indirectly and whether in writing or otherwise,concerning the Employee. The Company shall not and shall procure any Group Company shall not, as an organisation make, publish or otherwisecommunicate any derogatory or defamatory statement(s) about the Employee nor will it or they authorise its or their officers or employees to make surestatements. 6  5.3Subject to clause 2.3 above, the Company and the Employee agree that the Employee will keep, and the Company will use all reasonable endeavours toprocure that its directors and the directors of any Group Company and its or their HR teams will keep, the circumstances surrounding the termination ofthe Employee's employment and the fact and contents of this Agreement strictly confidential and not to disclose, communicate or otherwise make publicthe same to anyone (save to their professional advisers or otherwise as may be required by law or the relevant tax, regulatory or listing authorities and, inthe case of the Employee, to her spouse/civil partner/partner and, in the case of the Company, to a Group Company or its or their auditors and/or as maybe required for the administration of this Agreement). The Employee agrees to use all reasonable endeavours to procure that her spouse/civilpartner/partner keeps the fact and contents of this Agreement strictly confidential. In the event that the Employee's spouse/civil partner/partner and/orprofessional advisers engage in conduct that would breach this clause, such conduct shall constitute a breach of this clause just as if the Employee hadengaged in such conduct. 5.4The Employee acknowledges that the obligations contained in clauses 14 (confidentiality), 16 (intellectual property) and 21 (post termination restrictivecovenants) of the Service Agreement, or the equivalent clauses in any subsequent contract of employment, will continue to apply after the TerminationDate. 5.5The Company agrees to continue to maintain, or procure any Group Company continues to maintain, directors and officers liability insurance ( “D&OCover” ), which the Company confirms covers the Employee in her capacity as a director and officer of any Group Company, on the terms subsisting asat the date of this Agreement, for a period of up to 6 years from the date of the Employee’s resignation as a director. 6COMPANY PROPERTY 6.1The Employee warrants that, except for any item of property which she is expressly permitted to retain under this Agreement, all property and informationbelonging to the Company or any Group Company which is in her possession or under her control will be returned to the Company in good working orderby the Termination Date and the Employee warrants that she has not taken or retained, and will not take or retain, any copies, extracts or notes of anydocuments, files or correspondence. 7  6.2The Employee confirms that on or before the Termination Date she will inform the Company of all passwords used by her in relation to any computersbelonging to the Company or any Group Company. The Employee further confirms that, having complied with clause 6.1, on or before the TerminationDate any information relating to the business of the Company and/or any Group Company (and all matter derived from such information) that is or wasstored on any computer, laptop, tablet, smartphone, USB device, MP3 player, floppy disk, zip drive or other storage media or otherwise in any electronicform outside of the premises of the Company and which is or was in the Employee's possession, custody or control will be irretrievably deleted and theEmployee shall produce such evidence of having done so as the Company may require and/or shall allow the Company to inspect any such computer,laptop, tablet, smartphone or other device. 6.3The Company agrees that in the event that there are any claims or allegations made against the Employee in relation to her acts or omissions as a directoror officer of any Group Company it shall provide the Employee with reasonable access on reasonable notice to such documents, records, correspondence,files and other information (whether originals, copies or extracts and howsoever stored) belonging to the relevant Group Company as may be reasonablyrequired to address such claims or allegations. 7ASSISTANCE WITH PROCEEDINGS 7.1The Employee agrees to make herself available to provide assistance to and co-operate with the Company or any Group Company (or any other interestedparty) as reasonably required by the Company and/or Group Company in relation to any legal proceedings, claims, complaints, investigations or enquiries(whether internal or external) concerning events or matters in which the Employee was involved or of which the Employee has knowledge including (butnot limited to): (a)co-operating with the Company, any Group Company or any other interested party (including any solicitors acting for the Company or anyGroup Company and any regulatory authority); and (b)providing information, agreeing to be interviewed, providing witness statements and/or attending as a witness on behalf of the Company or anyGroup Company at any hearing in relation to such proceedings or claims. 7.2The assistance and co-operation shall be provided at such times and on such days as may be agreed between the parties acting reasonably towards eachother and taking into account prior commitments of each party. 7.3The Company will reimburse the Employee for any reasonable loss, including loss of earnings, and reasonable out of pocket expenses incurred by her inproviding such assistance, subject to the Employee providing to the Company reasonable evidence of such loss or expenditure. 8  8SETTLEMENT 8.1Subject to clause 8.2 below, the arrangements set out in this Agreement are offered by the Company without admission of liability and are in full and finalsettlement of all or any claims, complaints or rights of action that the Employee has or may have against the Company or any Group Company (or any ofits or their officers, employees or agents or former officers, employees or agents) arising directly or indirectly out of or in connection with the Employee'semployment with the Company and its termination and whether arising under common law, contract, tort, statute or otherwise and whether arising in theUnited Kingdom, the United States of America or in any other country in the world and including (but not limited to) the claims identified at clause 8.3and/or any claim under the Relevant Legislation or any claim under any directive or other legislation which is applicable or enforceable in the UnitedKingdom by virtue of the United Kingdom's membership of the European Union or any other claim in respect of which a conciliation officer is authorisedto act. 8.2The Company confirms that clause 8.1 does not include any claims to enforce this Agreement and/or any claims for latent personal injury (other than anyclaims for personal injury arising out of or in connection with any discrimination claim the Employee may have) and/or any claims for accrued pensionrights which the Employee is not, and could not reasonably be, aware of as at the date of this Agreement and/or any claims excluded under clause 3.4above. The Employee warrants that she is not aware of any facts or circumstances which may give rise to a claim for personal injury and/or accruedpension rights at the date of this Agreement. 8.3The particular claims, complaints or rights of action that the Employee has or may have against the Company or any Group Company (or any of its ortheir officers, employees or agents or former officers, employees or agents) and which the parties wish to settle by way of this Agreement relate to claimsof or for unlawful deductions from wages, breach of contract (including but not limited to any claim for a bonus or incentive payment), holiday pay,wrongful dismissal, unfair dismissal (including any automatic unfair dismissal), any claims for redundancy payments (statutory or otherwise) and anyunlawful discrimination because of or relating to race, sex, disability, age, gender reassignment, marriage and civil partnership, pregnancy and maternity,religion or belief and sexual orientation. 8.4The Employee warrants that: (a)she has received independent legal advice from l of l (the " Adviser "); and (b)she has instructed the Adviser to advise on whether the Employee has or may have any claims, including statutory claims, against the Companyor any Group Company (or any of its or their officers, employees or agents or former officers, employees or agents) arising directly or indirectlyout of or in connection with her employment with the Company, or its termination; and 9  (c)she has provided the Adviser with all available information which the Adviser requires or may require in order to advise her whether she has anysuch claims; and (d)she has not issued or given instructions to any person to issue proceedings against the Company or any Group Company of a kind set out inclause 8.1 and undertakes that neither she nor anyone acting on her behalf will issue such claim; and (e)she is not aware of any facts or circumstances which might give rise to a claim against the Company or any Group Company (or any of its ortheir officers, employees or agents) other than those identified at clause 8.3. 8.5The Employee understands and agrees that clause 8.1 is intended to have effect irrespective of whether or not she is or could be aware of such claims orhave such claims in her express contemplation. 8.6This Agreement satisfies the conditions regulating settlement agreements and compromise agreements contained in section 77(4A) of the SexDiscrimination Act 1975, section 72(4A) of the Race Relations Act 1976, section 288(2B) of the Trade Union and Labour Relations (Consolidation) Act1992, paragraph 2(2) of Schedule 3A to the Disability Discrimination Act 1995, section 203(3) of the Employment Rights Act 1996, regulation 35(3) ofthe Working Time Regulations 1998, section 49(4) of the National Minimum Wage Act 1998, regulation 41(4) of the Transnational Information andConsultation of Employees Regulations 1999, regulation 9 of the Part-Time Workers (Prevention of Less Favourable Treatment) Regulations 2000,regulation 10 of the Fixed-Term Employees (Prevention of Less Favourable Treatment) Regulations 2002, paragraph 2(2) of Schedule 4 to theEmployment Equality (Sexual Orientation) Regulations 2003, paragraph 2(2) of Schedule 4 to the Employment Equality (Religion or Belief) Regulations2003, regulation 40(4) of the Information and Consultation of Employees Regulations 2004, paragraph 2(2) of Schedule 5 to the Employment Equality(Age) Regulations 2006, paragraph 13 of the Schedule to the Occupational and Personal Pension Schemes (Consultation by Employers and MiscellaneousAmendment) Regulations 2006, section 58 of the Pensions Act 2008 and section 147(3) of the Equality Act 2010. 10  8.7The Company has entered into this Agreement in reliance upon the Employee's agreement to clause 8.1, the warranties given in clauses 8.1, 8.4 and clause11.1 being true and accurate and the Employee's agreement to the obligations continued at clause 5 (continuing obligations) of this Agreement. TheEmployee acknowledges that the Company has acted in reliance on such warranties and such agreement and agrees that, if she breaches such terms oragreement or any of such warranties are not true and accurate, without prejudice to any other rights or remedies of the Company or Group Companyarising from such action, the Company: (a)may terminate this Agreement with immediate effect; (b)will have no obligation to make any payment of any sums due but not already paid under the terms of this Agreement; and (c)will be entitled to demand immediate repayment as a debt of all or any part of any sums already paid or benefits already provided under theterms of this Agreement and any delay by the Company in exercising its rights under this clause shall not constitute a waiver of those rights. 8.8The Employee agrees, without prejudice to any other rights or remedies of the Company or any Group Company arising from such action, that if sheinstitutes or continues any proceedings against the Company or any Group Company (or any of its or their officers, employees or agents or formerofficers, employees or agents) of a kind referred to in clause 8.1 and, if an award is made to the Employee in respect of such proceedings, she shall repayto the Company immediately upon demand the lesser of: (a)the Severance Payment after such deductions of tax and national insurance as were made by the Company at source (in accordance with clause3.1); or (b)such amount of the Severance Payment as is equivalent to the total amount of the compensation or damages (including interest) awarded,together with the full amount of any legal fees incurred by the Company in defending such proceedings. Any part of the Severance Payment which remains outstanding shall cease to be payable under this Agreement with effect from the date ofcommencement of such proceedings. 8.9The Employee agrees that she will not submit any grievances to the Company or any Group Company arising directly or indirectly out of or in connectionwith the Employee's employment with the Company, its termination or otherwise and she will not make a subject access request under the Data ProtectionAct 1998 to the Company or any Group Company. The Employee agrees not to pursue any grievance or appeal which may have been raised by her and/orany subject access requests outstanding at the date of this Agreement and all such grievances, appeal and/or requests shall be deemed to have beenwithdrawn by the Employee as at the date of this Agreement. 11  8.10The parties acknowledge that nothing in this Agreement shall prevent the Employee from making protected disclosures within the meaning of Section43A of the Employment Rights Act 1996. 9LEGAL ADVICE 9.1The Employee has received independent legal advice from the Adviser, who is a relevant independent adviser for the purposes of the legislation referredto in clause 8.6, as to the terms and effect of this Agreement and in particular its effect on her ability to pursue her rights, if any, before an EmploymentTribunal. The Employee has been advised by the Adviser that there is in force and was in force at the time the Employee received the advice referred toabove, a contract of insurance or an indemnity provided by a professional body covering the risk of a claim by the Employee in respect of loss arising inconsequence of that advice. 9.2The Employee shall procure that the Adviser shall sign and date a certificate in the form found at Schedule 2. 10LEGAL COSTS 10.1The Company shall pay to the Employee's solicitors within 28 days, following its receipt of an invoice addressed to the Employee but marked payable bythe Company, the sum of up to £500 plus VAT in respect of the Employee's legal expenses incurred only in connection with the taking of advice inrelation to the termination of her employment and this Agreement. 11WARRANTIES 11.1The Employee warrants to the Company that: (a)she has not become employed or been engaged to provide services or received any offer of employment or any other engagement or work(including consultancy work) and she is not in negotiations concerning any such employment or engagement; (b)she is not aware of any acts or omissions whether by her or by any director, employee or agent of the Company or any Group Company whichinfringes or is likely to infringe any of the Company's or any Group Company's compliance policies and procedures or which contravenes or islikely to contravene any applicable law or regulation or which, if disclosed to the Company, would entitle or have entitled the Company toterminate the Employee's employment summarily; 12  (c)she has not downloaded and will not download any information from the Company's or any Group Company's IT or email system onto anypersonal device (including but not limited to personal computers, laptops, tablets, smartphones, USB devices, MP3 players, floppy disks, zipdrives or similar devices) and she has not and will not forward information belonging to the Company or any Group Company to any personalemail account(s); and (d)she will, on or before 5.00pm on the Termination Date, delete any work-related connection between her and any existing or prospective clientsof the Company or any Group Company from Facebook, LinkedIn or any other social or professional networking sites or equivalent save thosethat were connections of the Employee prior to the commencement of her employment with the Company. 11.2[The Company warrants there are no circumstances of which it or any Group Company is aware or ought reasonably to be aware which would entitle theCompany to bring any claim against the Employee or which would entitle it to terminate her employment for Equity Cause (as defined by clause 1.1 ofthe Service Agreement) and that the Company does not believe there is any claim against the Employee.] [ to be agreed by the Company on termination ifapplicable ] 12ENTIRE AGREEMENT 12.1In relation to its subject matter, this Agreement and the documents to which it refers set out the entire agreement between the parties in respect of theEmployee’s employment and its termination and supersedes all prior agreements, arrangements, promises, assurances, warranties, representations andunderstandings between them, whether written or oral. 12.2The Employee agrees that she has not entered into this Agreement in reliance upon any statement, representation, assurance or warranty (whether madeinnocently or negligently) which is not set out in this Agreement. 12.3This Agreement although marked "without prejudice" and "subject to contract" will, upon signature by all parties, be treated as an open documentevidencing an agreement binding on the parties. 12.4Nothing in this clause shall limit or exclude liability for fraud. 13  13COUNTERPARTS 13.1This Agreement may be signed in any number of counterparts and this has the same effect as if the signatures on counterparts were on a single copy ofthis Agreement. Each counterpart, when executed, shall constitute an original of this Agreement, but all the executed counterparts shall together constitutea single instrument. 14SEVERABILITY 14.1If any provision of this Agreement is found by any court or other authority of competent jurisdiction to be illegal, invalid or unenforceable, that provisionor part-provision shall, to the extent required, be deemed not to form part of this Agreement, but that shall not affect the legality, validity or enforceabilityof any other provision of this Agreement. 15GOVERNING LAW AND JURISDICTION 15.1This Agreement shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the Englishcourts in relation to any dispute or claim arising out of or in connection with it. 16VARIATION 16.1No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). 17THIRD PARTY RIGHTS 17.1For the purposes of section 1(2) of the Contracts (Rights of Third Parties) Act 1999, the parties state that they do not intend any term of this Agreement tobe enforced by a third party except any Group Company and any officer or employee of the Company or any Group Company may enforce any rightconferred on it or him/her in this Agreement and the parties agree that they may amend or vary or terminate all or any part of this Agreement without theconsent of any Group Company and any other relevant party. 14  Schedule 1 Reference [ Reference to be agreed or in the absence of agreement to be factual only confirming name, dates of employment and job title on termination ] Whilst the above information is given in confidence and good faith, no responsibility or liability can be accepted by the Company or any of its employees for anyomissions or inconsistencies in the information or for any loss or damage that may result from reliance being placed on it. The information is given in confidenceand only for the purposes for which it was requested and should not be disclosed to a third party. 15  Schedule 2 Certificate I, Andrew Secker of Mills & Reeve LLP confirm that I have given relevant independent advice to Lisa Morrison as to the terms and effect of the agreementbetween Intercept Pharma Europe Limited, and Lisa Morrison and in particular its effect on her ability to pursue her rights before an Employment Tribunal. I confirm that: 1I am a solicitor of the Senior Courts who holds a current practising certificate; 2I am not prevented from acting as an independent adviser by section 203 ERA (as defined under the agreement) or any other relevant statutory provision;and 3there is in force and there was at the time I gave the advice referred to cover under a contract of insurance or an indemnity provided for members of aprofession or professional body covering the risk of a claim by Lisa Morrison in respect of loss arising in consequence of that advice. Signed: Dated: 16  Schedule 3 SIGNED for and on behalf of) 17  the Company) SIGNED by) Lisa Bright Morrison) SIGNED by) [ Name of Adviser ]) (for the purposes of clause 9 only) 18  Exhibit 10.17 Execution Version LEGACY YARDS TENANT LP , Landlord TO INTERCEPT PHARMACEUTICALS, INC. , Tenant Lease Dated as of December 7, 2016  TABLE OF CONTENTS Page ARTICLE 1 PREMISES; TERM; USE1 1.01Demise11.02Term21.03Possession Date21.04Use2 ARTICLE 2 RENT5 2.01Rent52.02Fixed Rent52.03Additional Charges52.04PILOT Payments52.05Impositions102.06Tax Payments122.07Operating Payments142.08PILOT, Impositions, Tax and Operating Provisions212.09Electric Charges222.10Manner of Payment232.11Security23 ARTICLE 3 LANDLORD COVENANTS24 3.01Landlord Services243.02General Service Provisions293.03Landlord’s Contribution303.04Governmental Incentives33 ARTICLE 4 LEASEHOLD IMPROVEMENTS; TENANT COVENANTS33 4.01Initial Improvements334.02Alterations384.03Landlord’s and Tenant’s Property424.04Access and Changes to Building444.05Repairs464.06Compliance with Laws; Hazardous Materials474.07Tenant Advertising484.08Right to Perform Tenant Covenants484.09Telecommunications; Shaft Space49 ARTICLE 5 ASSIGNMENT AND SUBLETTING50 5.01Assignment; Etc505.02Landlord’s Right of First Offer515.03Assignment and Subletting Procedures555.04General Provisions56 - i - 5.05Assignment and Sublease Profits585.06Eligible Subtenant; Non-Disturbance595.07Disputes59 ARTICLE 6 SUBORDINATION; DEFAULT; INDEMNITY59 6.01Subordination596.02Estoppel Certificate616.03Default616.04Re-entry by Landlord626.05Damages626.06Other Remedies636.07Right to Injunction636.08Certain Waivers636.09No Waiver646.10Holding Over646.11Attorneys’ Fees656.12Nonliability and Indemnification65 ARTICLE 7 INSURANCE; CASUALTY; CONDEMNATION67 7.01Compliance with Insurance Standards677.02Tenant’s Insurance677.03Subrogation Waiver687.04Condemnation687.05Casualty707.06Landlord’s Insurance72 ARTICLE 8 MISCELLANEOUS PROVISIONS72 8.01Notice728.02Rules and Regulations748.03Severability748.04Certain Definitions748.05Quiet Enjoyment758.06Limitation of Landlord’s and Tenant’s Personal Liability758.07Counterclaims768.08Survival768.09Certain Remedies; Arbitration768.10No Offer; Counterparts788.11Captions; Construction788.12Amendments788.13Broker788.14Merger798.15Successors798.16Applicable Law798.17No Development Rights798.18Condominium798.19Embargoed Person808.20Dining Facility; Wet Installations80 - ii - 8.21Press Releases828.22Tenant Creditworthiness828.23Recording838.24REIT/UBTI Compliance838.25Time of the Essence83 ARTICLE 9 SIGNAGE83 9.01Premises Signage839.02Signage Removal849.03Building Directory84 EXHIBITS ADescription of LandBFloor PlansCRules and RegulationsDStandard Cleaning SpecificationsE-1Delivery ConditionE-2Post Delivery ConditionFHVAC SpecificationsGElevator SpecificationsHCharges for Landlord Services and PersonnelI-1Tenant Design StandardsI-2Construction RulesJInsurance Minimum Coverage and LimitsKApproved ContractorsLSecurity SpecificationsMIntentionally OmittedNForm of Confidentiality AgreementOForm of Letter of CreditPLEED-Related Requirements For AlterationsQIntentionally OmittedRIntentionally OmittedSForm of Landlord’s Non-Disturbance AgreementTIntentionally Omitted - iii - INDEX OF DEFINED TERMS Definition Where Defined 37 th Floor Expiration Date Section 1.0237 th Floor Premises Section 1.0140 th Floor Expiration Date Section 1.0240 th Floor Premises Section 1.0155 HY Lease Section 1.02Acceptance Notice Section 11.01Additional Charges Section 2.03Additional Tax Amount Section 2.04Additional Tax Payment Section 2.04Affiliate Section 5.01Alterations Section 4.02Annual Administrative Fee Section 2.04Applicable Percentage Section 6.10Arbiter Section 2.07Assignment Consideration Section 5.05ATMs Section 1.04Base Building Work Section 2.07Base Impositions Amount Section 2.05Base Operating Amount Section 2.07Base Operating Year Section 2.07Base PILOT Amount Section 2.04Base PILOT Year Section 2.04Basic Electric Charge Section 2.04Broker Section 8.13Building RecitalsBusiness Days Section 3.02Business Hours Section 3.02Casualty Section 7.05Cessation Date Section 2.04Commencement Date Section 1.02Control Section 5.01CPI Section 8.04Curing Party Section 4.08Customary Ancillary Uses Section 1.04Declaration Section 8.18Decorative Alterations Section 4.02Delivery Condition Section 4.01Desk Space User Section 5.01Dining Facility Section 1.04Effective Date IntroductionEffective Period Section 2.04Elevators Section 3.01 - 1 -  Eligible Sublease Section 5.06Eligible Subtenant Section 5.06Embargoed Person Section 8.19Event of Default Section 2.04Expiration Date Section 1.02First Class Office Building Section 1.04Fixed Rent Section 2.02Fixtures Section 4.03Fourth Reduction Date Section 2.11GAAP Section 2.07General Conditions Section 4.01Hazardous Materials Section 4.06Holidays Section 3.02IDA Section 2.04Impositions Section 2.05Impositions Payment Section 2.05Intercept Tenant Section 4.02Interest Rate Section 4.08Internal Stairs Section 3.01JAMS Arbitrator Section 8.09Land RecitalsLandlord IntroductionLandlord Indemnified Party Section 6.12Landlord Services Section 3.01Landlord’s Non-Disturbance Agreement Section 5.06Landlord’s Post Turnover Work Section 4.01Landlord’s Rate Section 2.09Landlord’s Statement Section 2.07Landlord’s Turnover Work Section 4.01Landlord’s Work Section 4.01Latent Defects Section 4.01Laws Section 4.06LC Date Section 2.11Letter of Credit Section 2.11Messenger Center Section 3.01Messenger Center Services Section 3.01Minimum Retainage Section 3.03NAM Section 8.09Net Effective Rental Section 5.02Net Present Rent Value Section 5.02New Tenant Section 6.10Non-Material Alteration Section 4.02Non-Material Alteration Cap Section 4.02Notice Section 8.01Operating Expenses Section 2.07Operating Payment Section 2.07 - 2 -  Operating Year Section 2.07Other Sublease Considerations Section 5.05Outside Requisition Date Section 3.03Permitted Users Section 1.04PILOT Section 2.04PILOT Agreement Section 2.04PILOT Amount Section 2.04PILOT Cessation Date Section 2.04PILOT Payment Section 2.04Post Delivery Condition Section 4.01Premises Section 1.01Project RecitalsPunch List Items Section 4.01Records Section 2.07Recurring Additional Charges Section 2.03REIT Section 8.24Rent Section 2.01Rent Commencement Date Section 2.02Requesting Party Section 8.22Required Letter of Credit Amount Section 2.11Reserved Tonnage Section 3.01Restoration Work Section 4.03Rules and Regulations Section 8.02Secure Area Section 4.04Service Provider Section 8.24SNDA Section 6.01Specialty Installations Section 4.03Subject to CPI Increases Section 8.04Substantial Completion; Substantially Complete Section 4.01Substantial Completion Notice Section 4.01Substantial Portion Section 3.02Successor Landlord Section 6.01Superior Lease Section 6.01Superior Lessor Section 6.01Superior Mortgage Section 6.01Superior Mortgagee Section 6.01Tax Payment Section 2.06Tax Year Section 2.04Taxes Section 2.06TCO Section 1.04Tenant IntroductionTenant Delay Section 4.01Tenant Indemnified Party Section 6.12Tenant Inspection Notice Section 4.01Tenant Requisition Section 3.03Tenant’s Basic Cost Section 5.05 - 3 -  Tenant’s Offer Notice Section 5.02Tenant’s Property Section 4.03Tenant’s Share Section 2.04Tenant’s Statement Section 2.07Tenant’s Initial Work Section 3.03Term Section 1.02Transfer Notice Section 5.03Unavoidable Delay Section 8.04Untenantable Section 3.02Violations Section 4.01Walk-Through Date Section 4.01Warranty Period Section 4.01Work Reimbursement Period Section 3.03Work Allowance Section 3.03 - 4 -  LEASE , dated as of December 7, 2016 (the “ Effective Date ”), between LEGACY YARDS TENANT LP (“ Landlord ”), a Delaware limitedpartnership whose address is c/o Related Companies, 60 Columbus Circle, New York, New York 10023 and INTERCEPT PHARMACEUTICALS, INC. (“Tenant ”), a Delaware corporation whose address is 450 W 15th Street, Suite 505, New York, New York 10011. WITNESSETH : WHEREAS, Landlord is willing to lease to Tenant and Tenant is willing to hire from Landlord, on the terms hereinafter set forth, certain spacein the building known as 10 Hudson Yards, New York, New York (the “ Building ”), which is located on the land described on Exhibit A (the “ Land ”, the Landand the Building and all plazas, sidewalks and curbs adjacent thereto are, collectively, the “ Project ”). NOW, THEREFORE, Landlord and Tenant agree as follows: ARTICLE 1 Premises; Term; Use 1.01 Demise . Landlord hereby leases to Tenant and Tenant hereby hires from Landlord, subject to the terms and conditions of this Lease,the entire 37 th floor of the Building (the “ 37th Floor Premises ”) and a portion of the 40th floor of the Building (the “ 40th Floor Premises ”; the 40th FloorPremises and the 37th Floor Premises, collectively or individually, as the context requires, the “ Premises ”), in each case, substantially as shown hatched on theplans annexed as Exhibit B . Landlord and Tenant agree that the 37th Floor Premises shall be conclusively deemed to contain 33,607 rentable square feet, the 40thFloor Premises shall be conclusively deemed to contain 15,536 rentable square feet and, accordingly, the Premises shall be conclusively deemed to contain 49,143rentable square feet in the aggregate. Subject to the other applicable provisions of this Lease, the leasing of the Premises by Tenant shall be deemed to include thenon-exclusive right to use in common with others, for their intended uses, the common facilities in the Project designed and intended for use by tenants or otheroccupants in the Building in common with Landlord and other tenants of the Building, including, without limitation, elevators, fire stairs, mechanical areas servingthe Premises (if any), and telephone and electrical closets and riser shafts serving the Premises (if any), and all walkways, loading docks, plazas, courts, publicareas within the property line of the Building, service areas, lobbies, landscaped and garden areas and all other common and service areas and common amenitiesof the Building. - 1 -  1.02 Term . This Lease shall be effective as of the Effective Date as a binding, enforceable agreement between Landlord and Tenant. Theterm of this Lease (the “ Term ”) shall commence on the date hereof (as hereinafter defined; such commencement date shall sometimes be referred to in this Leaseas the “ Commencement Date ”) and shall end, unless sooner terminated as herein provided, (x) with respect to the 37th Floor Premises, on June 30, 2021 (the “37th Floor Expiration Date ”) and (y) with respect to the 40th Floor Premises, on the earlier of (A) the date that is 285 days after the Possession Date under the 55HY Lease (as hereinafter defined), (B) the date that Tenant completes Tenant’s Initial Work (as defined in the 55 HY Lease) under the 55 HY Lease, and legallyoccupies the Premises (as defined in the 55 HY Lease) for the conduct of Tenant’s business and (C) the 37th Floor Expiration Date (such earlier date, the “ 40thFloor Expiration Date ”; the 37th Floor Expiration Date and the 40th Floor Expiration Date, collectively or individually, as the context requires, is called the “Expiration Date ”). Notwithstanding the foregoing, the 40th Floor Expiration Date under clause (B) above shall be no earlier than the date that is 10 Business Daysafter Tenant delivers a written notice to Landlord specifying the date that Tenant has or shall complete Tenant’s Initial Work and occupy the Premises (as definedin the 55 HY Lease) for the conduct of Tenant’s business. “ 55 HY Lease ” means that certain Lease dated as of the date hereof between One Hudson Yards OwnerLLC and Tenant. 1.03 Possession Date . (a) As of the Effective Date, Tenant agrees that Landlord’s Turnover Work has been Substantially Completed andTenant agrees to accept the Premises “As Is” in its condition and state of repair existing as of the date hereof, and understands and agrees that Landlord shall not berequired to perform any work, supply any materials or incur any expense to prepare the Premises for Tenant’s occupancy, subject to Landlord’s completion ofLandlord’s Post Turnover Work and any Punch-List Items with respect thereto, and subject further to Landlord’s obligation to correct any Latent Defects as moreparticularly described in Section 4.01(a)(iv) . As of the Effective Date, Landlord has delivered the Premises to Tenant vacant, broom clean and free of all tenanciesand free of Hazardous Materials and in compliance with applicable Laws. For purposes of clarification, it is intended that Substantial Completion of Landlord’sPost Turnover Work (or any portion thereof) shall occur after the Effective Date in accordance with Section 4.01 . (b) If for any reason Landlord shall be unable to deliver possession of the Premises to Tenant on any date specified in this Leasefor such delivery, Landlord shall have no liability to Tenant therefor and the validity of this Lease shall not be impaired, nor shall the Term be extended, by reasonthereof. This Section 1.03 shall be an express provision to the contrary for purposes of Section 223-a of the New York Real Property Law and any other law of likeimport now or hereafter in effect. 1.04 Use. (a) Subject to compliance with Laws, the Premises shall be used and occupied by Tenant (and any permitted subtenants andDesk Space Users) solely for executive, administrative and general office use and Customary Ancillary Uses in connection therewith as shall be reasonablyrequired by Tenant in the operation of its business, in each case, consistent with the standards and character of a first-class office building located in midtownManhattan of comparable size, quality and character to the Building (“ First Class Office Building ”), only, and for no other purpose. For purposes of this Lease, “Customary Ancillary Uses ” shall mean the following ancillary uses; provided , that such Customary Ancillary Uses are (x) ancillary to the primary use of thePremises for executive, administrative and general offices, (y) primarily for the use of Tenant’s employees, business invitees and other persons expressly entitled touse the Premises pursuant to the terms of this Lease (collectively, “ Permitted Users ”) and for the use of operations within the Building and (z) permitted inaccordance with all Laws (it being acknowledged that Landlord makes no representation that any of such ancillary uses are so permitted): - 2 -  (i) training facilities and classrooms in connection with Tenant’s training programs for the exclusive use of PermittedUsers; (ii) subject to the provisions of Section 8.20 hereof, cafeterias, dining facilities and pantries solely for (x) reheating foodvia microwave or similar food warming equipment, (y) serving prepared food and beverages delivered from vendors and (z) vending machines (each, a “Dining Facility ”), in each case, for the exclusive use of Permitted Users (it being agreed that no cooking, involving an open flame or which will requireventing to the exterior of the Building other than through the Building’s general exhaust system may be done therein); (iii) duplicating, reproduction and/or offset or other printing facilities (provided that Tenant shall cause such facilities tobe constructed, operated and maintained so that no noise or vibration will emanate from the Premises to any other portions of the Buildings); (iv) board rooms, conference rooms and meeting rooms for the exclusive use of Permitted Users; (v) storage rooms; (vi) shipping and mail rooms; (vii) computer and data processing rooms; (viii) a nursing station for the exclusive use of Permitted Users; (ix) health and exercise facilities with showers for the exclusive use of Permitted Users (provided that (A) the entire flooron which any such exercise facility is located and the entire floor immediately below the floor on which such exercise facility is located shall be leased toTenant, and (B) Tenant shall cause such exercise facility to be constructed, operated and maintained so that no noise or vibration (in each case, other thanto a de minimis extent) will emanate from the Premises to other portions of the Building, it being agreed that if any other tenant or occupant complains toLandlord in good faith about such noise or vibration, then such noise or vibration shall be deemed to be emanating from the Premises to more than a deminimis extent); (x) private showers and lavatory facilities for the exclusive use of Permitted Users; (xi) a travel office for the exclusive use of Permitted Users; and (xii) one or more automatic teller machines (“ ATMs ”) for the exclusive use of Permitted Users (provided that Tenantagrees to maintain such ATMs with Landlord’s preferred banking vendor at the Building if requested by Landlord and Tenant, at Tenant’s sole cost andexpense, shall (A) comply with all Laws with respect to the ownership, use, operation, maintenance and repair of the ATMs, (B) maintain and keep in fullforce and effect all licenses, permits and other approvals required with respect to the ownership, use, operation, maintenance and repair of the ATMs, (C)implement such measures as may be required by Laws, or which Landlord shall reasonably require, to secure the area in and around the ATMs and tootherwise ensure the safety and security of all persons using, operating, maintaining or repairing the ATMs and (D) obtain and keep in full force andeffect such insurance as Landlord may reasonably require with respect to the ATMs and the operations thereof). - 3 -  (b) Except to the extent expressly permitted pursuant to Section 1.04(a) , in no event shall the Premises be used for any of thefollowing: (a) a banking, trust company, or safe deposit business, in each case open for business to the general public, (b) a savings bank, a savings and loanassociation, or a loan company, in each case open for business to the general public, (c) the sale of travelers’ checks and/or foreign exchange, in each case open forbusiness to the general public, (d) a stock brokerage office whose business involves off-the-street retail sales to the general public, (e) a restaurant, bar or for thesale of food or beverages (except to the extent expressly permitted pursuant to Section 1.04(a)(ii) ), (f) photographic reproductions and/or offset printing (otherthan such incidental printing as Tenant may perform in connection with the conduct of Tenant’s usual business operations (and as otherwise expressly permittedpursuant to Section 1.04(a)(iii) ), (g) an employment or travel agency (except to the extent expressly permitted pursuant to Section 1.04(a)(vii) ), (h) a school orclassroom (except to the extent expressly permitted pursuant to Section 1.04(a)(i) ), (i) medical or psychiatric offices (except to the extent expressly permittedpursuant to Section 1.04(a)(viii) ), (j) conduct of an auction, (k) gambling activities, (l) conduct of obscene, pornographic or similar disreputable activities, (m)offices of an agency, department or bureau of the United States Government, any state or municipality within the United States or any foreign government, or anypolitical subdivision of any of them, (n) offices of any charitable, religious, union or other not-for-profit organization, (o) offices of any tax exempt entity withinthe meaning of Section 168(h)(2) of the Internal Revenue Code of 1986, as amended, or any successor or substitute statute, or rule or regulation applicable theretoor (p) manufacturing. The Premises shall not be used for any purpose which would lower the first-class character of the Building, create unreasonable or excessiveelevator or floor loads, impair or interfere with any of the Building operations or the proper and economic heating, ventilation, air-conditioning, cleaning or otherservicing of the Building, constitute a public or private nuisance, or interfere with any other tenant or Landlord, or impair the appearance of the Building. (c) The temporary certificate of occupancy for the Building core (the “ TCO ”) permits (and any subsequent temporary orpermanent base building certificate of occupancy obtained by Landlord will permit) the use of the Premises for offices. If Tenant requires an amendment to suchcertificate of occupancy of the Building to use the Premises for any of the uses permitted pursuant to this Section 1.04 other than mere office use, Landlord, atTenant’s expense, shall file for and use commercially reasonable efforts to obtain such an amendment to the certificate of occupancy; provided, that neither thisLease nor any of Tenant’s obligations hereunder shall be conditioned upon Landlord obtaining the same. If Tenant desires to obtain any special permits for use ofthe Premises (including, for purposes of illustration only, and not by way of limitation, a public assembly permit or a temporary or permanent liquor license for theserving of alcohol to Tenant’s employees and business invitees for consumption in the Premises only (it being agreed that Tenant shall have procured and furnishedto Landlord a policy of liquor liability insurance reasonably satisfactory to Landlord in connection therewith and Tenant shall reimburse Landlord for any increasedinsurance costs incurred by Landlord in connection therewith), Landlord, at Tenant’s expense, shall reasonably cooperate with respect to the same to the extentsuch cooperation is reasonably necessary; provided, that obtaining any such permits shall be the sole responsibility of Tenant. If Landlord shall incur any actualout-of-pocket cost in connection with such cooperation or the amendment to the certificate of occupancy, Tenant shall, within 30 days after receipt of an invoicetherefor, reimburse Landlord for such costs as Additional Charges. - 4 -  ARTICLE 2 Rent 2.01 Rent . “ Rent ” shall consist of Fixed Rent and Additional Charges. 2.02 Fixed Rent . The fixed rent (“ Fixed Rent ”) shall be as follows: (a) for the period commencing on the Rent Commencement Date and ending on the day immediately preceding the 40th FloorExpiration Date an amount equal to $5,160,015.00 (i.e., at the rate per annum of $105.00 per rentable square foot of the Premises); (b) for the period commencing on the 40th Floor Expiration Date and ending on the 37th Floor Expiration Date an amount equalto $3,528,735.00 (i.e., at the rate per annum of $105.00 per rentable square foot of the Premises). (c) Fixed Rent shall be payable by Tenant in equal monthly installments in advance on the Rent Commencement Date and on thefirst day of each calendar month thereafter (provided that if the Rent Commencement Date is not the first day of a month, then Fixed Rent for the month in whichthe Rent Commencement Date occurs shall be prorated and paid on the Rent Commencement Date). “ Rent Commencement Date ” means the date occurring in the4th month after the Effective Date which is the same numerical date in the month as the Effective Date (except that if no same numerical date shall exist in such4th month, the Rent Commencement Date shall be the last day of such 4th month. The Rent Commencement Date may be subject to adjustment as expresslyprovided in Section 4.01(d) of this Lease. 2.03 Additional Charges . “ Additional Charges ” means PILOT Payments, Additional Tax Payments, Impositions Payments, TaxPayments, Operating Payments and all other sums of money, other than Fixed Rent, at any time payable by Tenant under this Lease, all of which AdditionalCharges shall be deemed to be rent. “ Recurring Additional Charges ” means Additional Tax Payments, Impositions Payments, Operating Payments and eitherPILOT Payments or Tax Payments, as applicable. 2.04 PILOT Payments . (a) “ Base PILOT Amount ” means the PILOT Amount payable by Landlord pursuant to the PILOT Agreementfor the Tax Year commencing on July 1, 2020 (the “ Base PILOT Year ”) pursuant to the terms of the PILOT Agreement as in effect as of the Effective Date. “PILOT Amount ” shall have the meaning ascribed to such term in the PILOT Agreement, as such PILOT Agreement is in effect on the Effective Date. - 5 -  (b) “ PILOT Agreement ” means that certain Amended and Restated Agency Lease Agreement effective as of August 1, 2016, byand between the New York City Industrial Development Agency (the “ IDA ”) and Landlord, as the same may be modified from time to time; provided, however,that any modification of such PILOT Agreement which would materially adversely affect or materially adversely increase Tenant’s obligations under this Article 2shall be disregarded for the purpose of computing Tenant’s liability for PILOT Payments under this Article 2 (it being agreed that Landlord shall not be restrictedfrom entering into any such modification but Landlord shall not have the right to pass through any such obligations that materially adversely affect Tenant underthis Article 2 ). Landlord represents and warrants to Tenant that a true and complete copy of the PILOT Agreement has been delivered or made available to Tenant. (c) “ PILOT ” means, with respect to any Tax Year, (i) the PILOT Amount payable by Landlord for such Tax Year pursuant to thePILOT Agreement, (ii) any reasonable expenses incurred in contesting the assessed value of the Building (which expenses shall not exceed the amount of anyrefund or credit attributable to any reduced assessment resulting from such contest), which expenses shall be allocated to the Tax Year(s) to which such expensesrelate and (iii) the “Annual Administrative Fee” (as defined in the PILOT Agreement). (d) “ Tax Year ” means each period of 12 months, commencing on the first day of July of each such period, in which occurs anypart of the Term, or such other period of 12 months occurring during the Term as hereafter may be adopted as the fiscal year for real estate tax purposes of the Cityof New York. (e) “ Tenant’s Share ” means the percentage which is calculated by dividing (i) the total rentable square footage of the Premisesby (ii) the total rentable square footage of the office space in the Building, provided that the method of calculating the rentable square footage of the Premises shallbe the same as the method of calculating the rentable square footage of the office space in the Building at the time of any such calculation. As of the EffectiveDate, Tenant’s Share is 2.89%. (f) (i) If PILOT for any Tax Year from and after July 1 of the Tax Year immediately following the Base PILOT Year (i.e.,from and after the day immediately following the last day of the Base PILOT Year) until the “Cessation Date” (as defined in the PILOT Agreement; such date shallhereinafter be referred to in this Lease as the “ PILOT Cessation Date ”), shall exceed the Base PILOT Amount (or, with respect to the Tax Year in which thePILOT Cessation Date occurs, if the PILOT Cessation Date occurs on a date other than the first day of a Tax Year, if PILOT for such Tax Year shall exceed theamount that is the product of the Base PILOT Amount multiplied by a fraction, the numerator of which is the number of days in such Tax Year prior to the PILOTCessation Date and the denominator of which is the number of days in such Tax Year), Tenant shall pay to Landlord (each, a “ PILOT Payment ”) Tenant’s Shareof the amount by which PILOT for such Tax Year is greater than the Base PILOT Amount. The PILOT Payment for each Tax Year shall be due and payable byTenant in installments in the same manner that PILOT for such Tax Year is due and payable by Landlord, whether as directed under the PILOT Agreement, to aSuperior Lessor or Superior Mortgagee or otherwise. Tenant shall pay the PILOT Payment (or any installment thereof) within 30 days after the rendering of astatement therefor by Landlord to Tenant, which statement may be rendered so as to require the PILOT Payment (or installment thereof) to be paid by Tenant 30days prior to the date such PILOT Payment (or installment thereof) first becomes due and payable by Landlord. The statement to be rendered by Landlord shall setforth in reasonable detail the computation of Tenant’s Share of the particular installment(s) of PILOT being billed. If there shall be any increase in the PILOT forany Tax Year, whether during or after such Tax Year, or if there shall be any decrease in the PILOT for any Tax Year, the PILOT Payment for such Tax Year shallbe appropriately adjusted and paid or refunded, as the case may be (in accordance with Sections 2.04(g) and 2.08(a) , to the extent applicable). In no event,however, shall PILOT be reduced below the Base PILOT Amount. - 6 -  (ii) In addition to the PILOT Payments set forth above, and the Impositions Payment and Tax Payment set forth below,Tenant shall pay, as Additional Charges on account of real property taxes, for each Tax Year (or portion thereof) throughout the Term of this Lease fromand after the Tax Year commencing on July 1, 2017, an amount equal to the product of (A) the applicable Additional Tax Amount, multiplied by (B) thenumber of rentable square feet contained in the Premises (the “ Additional Tax Payment ”); provided, that if the rentable square footage of the Premisesvaries during any calendar year, such variation shall be taken into account for purposes of the calculation of the Additional Tax Payment for such calendaryear. The Additional Tax Payment shall be due and payable in equal installments on the dates on which PILOT Payments (or installments thereof) are dueand payable by Tenant. Tenant shall pay each such installment within 30 days after the rendering of a statement therefor by Landlord to Tenant, whichstatement may be rendered so as to require such installments to be paid by Tenant on the same dates on which Tenant is required to pay PILOT Payments(or installments thereof). The “ Additional Tax Amount ” shall be (I) $0 for the Tax Year beginning July 1, 2017, (II) $0.75 for the Tax Year beginning onJuly 1, 2018, (III) $1.75 for the Tax Year beginning on July 1, 2019 and (IV) $3.25 for each Tax Year thereafter for the full remaining Term of this Lease.By way of example, if the Premises contains 100,000 rentable square feet during the Tax Year beginning on July 1, 2020, the Additional Tax Payment forthe Tax Year beginning on such July 1 shall be $325,000.00 (i.e., $3.25 x 100,000 = $325,000.00). (g) If Landlord shall receive a refund of PILOT for any Tax Year in which PILOT exceeded the Base PILOT Amount (or a creditin lieu of such a refund), Landlord shall pay to Tenant Tenant’s Share of the net refund or credit (after deducting from such refund or credit the reasonable costsand expenses of obtaining the same, including, without limitation, appraisal, accounting and legal fees, to the extent that such costs and expenses were not includedin the PILOT for such Tax Year and only to the extent that such costs and expenses shall not exceed the amount of any refund or credit of Tenant’s Share ofPILOT for the corresponding Tax Year); provided , that such payment to Tenant shall in no event exceed Tenant’s PILOT Payment paid for such Tax Year. (h) If the PILOT Amount comprising the Base PILOT Amount is reduced as a result of an appropriate proceeding or otherwise,the PILOT as so reduced shall for all purposes be deemed to be the Base PILOT Amount and Landlord shall notify Tenant of the amount by which the PILOTPayments previously made were less than the PILOT Payments required to be made under this Section 2.04 , and Tenant shall pay the deficiency within 30 daysafter demand therefor. - 7 -  (i) (i) Tenant shall promptly cooperate with Landlord in complying with the disclosure and reporting requirements set forthin the PILOT Agreement, including, without limitation, by furnishing such information and/or completing such questionnaires and reports as may be required tosatisfy the requirements of Section 8.7 (Employment Matters), Section 8.8 (Non-Discrimination), Section 8.14 (Automatically Deliverable Documents), Section8.15 (Requested Documents) and Section 8.16 (Periodic Reporting Information for the Agency) of the PILOT Agreement. Tenant shall furnish any suchinformation and deliver any such completed questionnaires and reports to Landlord on or prior to the date that is 10 Business Days before the date Landlord isrequired to deliver same to the IDA (unless the period between a request to Landlord from the IDA for any such information, questionnaires or reports and the datesuch information, questionnaires or reports are due to the IDA is shorter than 10 Business Days, in which case Tenant shall deliver such information,questionnaires or reports to Landlord no less than 3 Business Days prior to the date Landlord is required to deliver same to the IDA). (ii) Tenant represents and warrants that Tenant’s occupancy at the Project will not result in the removal of an industrial ormanufacturing plant or facility of Tenant located outside of the City of New York, but within the State of New York, to the Project or in the abandonmentof one or more such industrial or manufacturing plants or facilities of Tenant located outside of the City of New York but within the State of New York. (iii) Tenant represents and warrants that neither Tenant, nor any Principals of Tenant (A) is in default or in breach, beyondany applicable grace period, of its obligations under any written agreement with the Agency or the City, unless such default or breach has been waived inwriting by the Agency or the City, as the case may be, (B) has been convicted of a misdemeanor related to truthfulness and/or business conduct in the past5 years, (C) has been convicted of a felony in the past 10 years, (D) has received formal written notice from a federal, state or local governmental agencyor body that such Person is currently under investigation for a felony criminal offense, or (E) has received written notice of default in the payment to theCity of any taxes, sewer rents or water charges, which have not been paid, unless such default is currently being contested with due diligence inproceedings in court or other appropriate forum. For purposes of this paragraph (iii) only, all capitalized terms used in this paragraph (iii) (other than theterm “Tenant”) shall have the meanings ascribed to them in the PILOT Agreement. (iv) Tenant covenants that at all times from and after the Effective Date through the expiration or earlier termination ofthis Lease (the “ Effective Period ”), Tenant shall ensure that employees and applicants for employment with Tenant are treated without regard to theirrace, color, creed, age, sex or national origin. As used in this paragraph (iv) only, the term “treated” shall mean and include the following: recruited,whether by advertising or other means; compensated, whether in the form of rates of pay or other forms of compensation; selected for training, includingapprenticeship; promoted; upgraded; downgraded; demoted; transferred; laid off; and terminated. - 8 -  (v) Tenant shall indemnify and hold Landlord harmless from and against any and all loss, cost, liability, damage orexpense (including, without limitation, reasonable attorneys’ fees, disbursements and court costs, but specifically excluding any consequential, special orpunitive damages) incurred by Landlord (or any of its Affiliates) arising from any failure of Tenant to comply in all respects with Sections 2.04(i)(i) or2.04(i)(iv) or any misrepresentation by Tenant contained in Sections 2.04(i)(ii) or 2.04(i)(iii) or arising from any other “Event of Default” (as defined inthe PILOT Agreement) under the PILOT Agreement which is solely caused by any act or omission of, or breach of any representation or warranty by,Tenant, or any of its Affiliates, or any of their respective officers, members, directors, principals, employees or agents, in each case, beyond anyapplicable notice and cure periods set forth in the PILOT Agreement (including, without limitation, Section 8.9(f)(iii) of the PILOT Agreement). If anyamount payable by Landlord under the PILOT Agreement is greater than it would otherwise be, or if any additional amount is payable by Landlord underthe PILOT Agreement, in either case, due to any failure of Tenant to comply in all respects with Sections 2.04(i)(i) or 2.04(i)(iv) or any misrepresentationby Tenant contained in Sections 2.04(i)(ii) or 2.04(i)(iii) , Tenant shall pay to Landlord 100% of the amount by which such amount payable is so greaterthan it would otherwise be or 100% of the additional amount payable, as the case may be, within 10 days after Landlord’s demand therefor. (vi) Landlord agrees to observe and perform all of its obligations under the PILOT Agreement and not to cause or permitan Event of Default (as defined in the PILOT Agreement) to occur thereunder if and to the extent Landlord’s failure to observe and perform any suchobligations or to permit such Event of Default, as applicable, is reasonably likely to materially adversely affect Tenant’s obligations under this Article 2 .Landlord shall indemnify and hold Tenant harmless from and against any and all loss, cost, liability, damage or expense (including, without limitation,reasonable attorneys’ fees, disbursements and court costs, but specifically excluding any consequential, special or punitive damages) incurred by Tenantor any of its Affiliates arising from any “Event of Default” (as defined in the PILOT Agreement) under the PILOT Agreement beyond any applicablenotice and cure periods set forth therein which is solely caused by Landlord, or any of its Affiliates, or any of their respective officers, members, directors,principals, employees or agents and which is not caused by any act or omission of, or breach of any representation or warranty by, Tenant. If any amountpayable by Landlord under the PILOT Agreement is greater than it would otherwise be, or if any additional amount is payable by Landlord under thePILOT Agreement, in either case, due to any “Event of Default” (as defined in the PILOT Agreement) under the PILOT Agreement which is solelycaused by Landlord, or any of its Affiliates, or any of their respective officers, members, directors, principals, employees or agents and which is notcaused by any act or omission of, or breach of any representation or warranty by, Tenant, or any of its Affiliates, or any of their respective officers,members, directors, principals, employees or agents, Tenant shall have no liability to pay for any of such incremental amount by which Landlord’spayment obligation is so greater or such additional amount and Landlord will reasonably promptly provide Tenant with any information reasonablyrequired to verify such amounts. - 9 -  (j) Landlord shall, with respect to each Tax Year, initiate and pursue in good faith an application or proceeding seeking areduction in the assessed valuation of the Building, except that Landlord shall not be required to initiate or pursue any such application or proceeding for any suchTax Year if Landlord obtains with respect to such Tax Year a letter from a reputable certiorari attorney that in such person’s opinion it would not be advisable orproductive to bring such application or proceeding for the Tax Year in question. Tenant, for itself and its immediate and remote subtenants and successors ininterest hereunder, hereby waives, to the extent permitted by law, any right Tenant may now or in the future have to protest or contest any PILOT or Taxes or tobring any application or proceeding seeking a reduction in PILOT, Taxes or assessed valuation or otherwise challenging the determination thereof. 2.05 Impositions . (a) “ Base Impositions Amount ” means Impositions (excluding any amounts described in Section 2.05(b)(ii) ) for the Tax Yearcommencing on July 1, 2017. (b) “ Impositions ” means (i) subject to clause (B) of the last sentence of this Section 2.05(b) , any and all real estate taxes, vaulttaxes, assessments and special assessments, levied, assessed or imposed upon or with respect to the Building by any federal, state, municipal or other governmentor governmental body or authority, including, without limitation, any taxes, assessments or charges imposed upon or against the Building or Landlord solely withrespect to any business improvement district and (ii) any reasonable expenses incurred by Landlord in contesting such taxes, assessments or charges, whichexpenses shall be allocated to the Tax Year to which such expenses relate to the extent that such expenses do not exceed the amount of any reduction inImpositions for the corresponding Tax Year. If at any time the method of taxation shall be altered so that in lieu of or as an addition to or as a substitute for, thewhole or any part of such taxes theretofore imposed on real estate (other than real estate taxes levied by the City of New York) there shall be levied, assessed orimposed (x) a tax, assessment, levy, imposition, fee or charge wholly or partially as a capital levy or otherwise on the rents received therefrom, or (y) any othersuch substitute tax, assessment, levy, imposition, fee or charge, including without limitation, business improvement district and transportation taxes, fees andassessments, then all such taxes, assessments, levies, impositions, fees or charges or the part thereof so measured or based shall be included in “Impositions” to theextent that such substitution is evidenced by either the terms of the legislation imposing such tax or assessment, the legislative history thereof, or other documentsor evidence that reasonably demonstrate that the applicable governmental authority intended for such tax or assessment to constitute a substitution for anyImpositions (provided that the same shall be computed as if the Building is Landlord's sole asset and the income therefrom is Landlord’s sole income). If theowner, or lessee under a Superior Lease (as hereinafter defined), of all or any part of the Building is an entity exempt from the payment of taxes, assessments orcharges described in clause (i) , there shall be included in “Impositions” the taxes, assessments or charges described in clause (i) which would be so levied,assessed or imposed if such owner or lessee were not so exempt, and such taxes, assessments or charges shall be deemed to have been paid by Landlord on thedates on which such taxes, assessments or charges otherwise would have been payable if such owner or lessee were not so exempt but only to the extent Landlordis actually obligated to and does pay such taxes, assessments or charges or any payments in lieu thereof. If any Impositions consisting of a special tax assessmentmay be payable in installments, then, for the purposes of this Section 2.05 such Impositions shall be deemed to have been so divided and to be payable in themaximum number of installments permitted by law (together with any interest charged by the applicable government authority, if interest is so charged), and thereshall be deemed included in Impositions for each Tax Year only the installments of such assessment deemed to be payable during such Tax Year. “Impositions”shall not include (A) any municipal, state or federal income taxes assessed against Landlord, any capital levy, estate, gift, succession, inheritance or transfer taxes,or any corporate franchise taxes or unincorporated business taxes, income or profit tax, or any transfer or mortgage recording tax imposed upon any owner orlessee of the Building, or any part thereof, or capital levy that is or may be imposed upon the net income of Landlord, (B) any PILOT and Taxes and (C) anypenalties, interest and late charges imposed on Landlord, any Superior Lessor or Superior Mortgagee for failure to make payments when due, except to the extentdirectly resulting from a default by Tenant hereunder. - 10 -  (c) For each Tax Year from and after the Tax Year commencing on July 1, 2017, if Impositions for any Tax Year shall exceed theBase Impositions Amount, Tenant shall pay to Landlord (each, an “ Impositions Payment ”) Tenant’s Share of the amount by which Impositions for such Tax Yearare greater than the Base Impositions Amount. The Impositions Payment for each Tax Year shall be due and payable in installments in the same manner thatImpositions for such Tax Year are due and payable by Landlord, whether to the applicable taxing authority, to a Superior Lessor or Superior Mortgagee orotherwise. Tenant shall pay Tenant’s Share of each such installment within 30 days after the rendering of a statement therefor by Landlord to Tenant, whichstatement may be rendered so as to require Tenant’s Share of Impositions to be paid by Tenant 30 days prior to the date such Impositions first become due andpayable by Landlord. The statement to be rendered by Landlord shall set forth in reasonable detail the computation of Tenant’s Share of the particularinstallment(s) being billed. If there shall be any increase in the Impositions for any Tax Year, whether during or after such Tax Year, or if there shall be anydecrease in the Impositions for any Tax Year, the Impositions Payment for such Tax Year shall be appropriately adjusted and paid or refunded, as the case may be(in accordance with Sections 2.05(d) and 2.08(a) , to the extent applicable). In no event, however, shall Impositions be reduced below the Base ImpositionsAmount. (d) If Landlord shall receive a refund of Impositions for any Tax Year in which Impositions exceeded the Base ImpositionsAmount, Landlord shall pay to Tenant Tenant’s Share of the net refund (after deducting from such refund the reasonable costs and expenses of obtaining the same,including, without limitation, appraisal, accounting and legal fees, to the extent that such costs and expenses were not included in the Impositions for such TaxYear and to the extent that such expenses do not exceed the amount of any reduction in Tenant’s Share of Impositions for the corresponding Tax Year); provided ,that such payment to Tenant shall in no event exceed Tenant’s Impositions Payment paid for such Tax Year. (e) If the Base Impositions Amount is reduced as a result of an appropriate proceeding or otherwise, Landlord shall notify Tenantof the amount by which any Impositions Payments previously made were less than the Impositions Payments required to be made under this Section 2.05 , andTenant shall pay the deficiency within 30 days after demand therefor. - 11 -  (f) Tenant shall pay any and all commercial rent occupancy tax and any other occupancy tax or rent tax relating to the Premisesnow in effect or hereafter enacted. If any occupancy tax or rent tax (including, without limitation, any commercial rent occupancy tax) now in effect or hereafterenacted shall be payable by Landlord in the first instance or hereafter is required to be paid by Landlord, then Tenant shall reimburse Landlord as AdditionalCharges for all such amounts paid within 30 days after demand therefor. 2.06 Tax Payments . (a) “ Taxes ” means (i) the real estate taxes levied, assessed or imposed upon or with respect to the Building by theCity of New York and (ii) any reasonable expenses incurred by Landlord in contesting such taxes or assessments and/or the assessed value of the Building, whichexpenses shall be allocated to the Tax Year to which such expenses relate. If at any time the method of taxation shall be altered so that in lieu of or as an addition toor as a substitute for, the whole or any part of such real estate taxes theretofore imposed there shall be levied, assessed or imposed (x) a tax, assessment, levy,imposition, fee or charge wholly or partially as a capital levy or otherwise on the rents received therefrom, or (y) any other such substitute tax, assessment, levy,imposition, fee or charge, including without limitation, business improvement district and transportation taxes, fees and assessments, then all such taxes,assessments, levies, impositions, fees or charges or the part thereof so measured or based shall be included in “Taxes” to the extent substituted and to the extentthat such substitution is evidenced by either the terms of the legislation imposing such tax or assessment, the legislative history thereof, or other documents orevidence that reasonably demonstrate that the applicable governmental authority intended for such tax or assessment to constitute a substitution for any Taxes(provided that the same shall be computed as if the Building is Landlord’s sole asset and the income therefrom is Landlord’s sole income). If the owner, or lesseeunder a Superior Lease, of all or any part of the Building is an entity exempt from the payment of taxes described in clause (i) , there shall be included in “Taxes”the taxes described in clause (i) which would be so levied, assessed or imposed if such owner or lessee were not so exempt and such taxes shall be deemed to havebeen paid by Landlord on the dates on which such taxes otherwise would have been payable if such owner or lessee were not so exempt but only to the extentLandlord is actually obligated to and does pay such taxes, assessments or charges or any payments in lieu thereof. If any Taxes consisting of a special taxassessment may be payable in installments, then, for the purposes of this Section 2.06 such Taxes shall be deemed to have been so divided and to be payable in themaximum number of installments permitted by law (together with any interest charged by the applicable government authority, if interest is so charged), and thereshall be deemed included in Taxes for each Tax Year only the installments of such assessment deemed to be payable during such Tax Year. “Taxes” shall notinclude (A) any municipal, state or federal income taxes assessed against Landlord, any capital levy, estate, gift, succession, inheritance or transfer taxes, or anycorporate franchise taxes or unincorporated business taxes, income or profit tax, or any transfer or mortgage recording tax imposed upon any owner or lessee of theBuilding, or any part thereof, or capital levy that is or may be imposed upon the net income of Landlord, (B) any PILOT and Impositions and (C) any penalties,interest and late charges imposed on Landlord, any Superior Lessor or Superior Mortgagee for failure to make payments when due, except to the extent directlyresulting from a default by Tenant hereunder. - 12 -  (b) (i) From and after the PILOT Cessation Date, if Taxes for any Tax Year, including the Tax Year in which the PILOTCessation Date occurs, shall exceed the Base PILOT Amount (or, with respect to the Tax Year in which the PILOT Cessation Date occurs, if the PILOT CessationDate occurs on a date other than the first day of a Tax Year, if Taxes for such Tax Year shall exceed the amount that is the product of the Base PILOT Amountmultiplied by a fraction, the numerator of which is the number of days in such Tax Year from and after the PILOT Cessation Date and the denominator of which isthe number of days in such Tax Year), Tenant shall pay to Landlord (each, a “ Tax Payment ”) Tenant’s Share of the amount by which Taxes for such Tax Year (orportion thereof from and after the PILOT Cessation Date) are greater than the Base PILOT Amount (or such pro-rated amount described in the first parenthetical inthis sentence, if applicable). The Tax Payment for each Tax Year shall be due and payable in installments in the same manner that Taxes for such Tax Year are dueand payable by Landlord, whether to the City of New York, to a Superior Lessor or Superior Mortgagee or otherwise. Tenant shall pay Tenant’s Share of each suchinstallment within 30 days after the rendering of a statement therefor by Landlord to Tenant, which statement may be rendered so as to require Tenant’s Share ofTaxes to be paid by Tenant 30 days prior to the date such Taxes first become due and payable by Landlord. The statement to be rendered by Landlord shall setforth in reasonable detail the computation of Tenant’s Share of the particular installment(s) being billed. If there shall be any increase in the Taxes for any TaxYear, whether during or after such Tax Year, or if there shall be any decrease in the Taxes for any Tax Year, the Tax Payment for such Tax Year shall beappropriately adjusted and paid or refunded, as the case may be (in accordance with Sections 2.06(c) and 2.08(a) , to the extent applicable). In no event, however,shall Taxes be reduced below the Base PILOT Amount. (ii) Notwithstanding the occurrence of the PILOT Cessation Date, after the PILOT Cessation Date Tenant shall continueto pay Additional Tax Payments as set forth in Section 2.04(f)(ii) , except that such Additional Tax Payments shall be due and payable in installments onthe dates on which Tax Payments (or installments thereof) are due and payable by Tenant, and Tenant shall pay each such installment within 10 days afterthe rendering of a statement therefor by Landlord to Tenant, which statement may be rendered so as to require such installments to be paid by Tenant onthe same dates on which Tenant is required to pay Tax Payments (or installments thereof). (c) If Landlord shall receive a refund of Taxes for any Tax Year in which Taxes exceeded the Base PILOT Amount (from andafter the occurrence of the PILOT Cessation Date), Landlord shall pay to Tenant Tenant’s Share of the net refund (after deducting from such refund the reasonablecosts and expenses of obtaining the same, including, without limitation, appraisal, accounting and legal fees, to the extent that such costs and expenses were notincluded in the Taxes for such Tax Year and to the extent that such expenses do not exceed the amount of any reduction in Tenant’s Share of Taxes for thecorresponding Tax Year); provided , that (i) such payment to Tenant shall in no event exceed Tenant’s Tax Payment paid for such Tax Year and (ii) if the PILOTCessation Date occurs on a date other than the first day of any Tax Year, any refund with respect to such Tax Year shall be prorated to correspond to the portion ofsuch Tax Year with respect to which Tenant paid a Tax Payment. - 13 -  (d) If the Base PILOT Amount is reduced as a result of an appropriate proceeding or otherwise after the PILOT Cessation Date,Landlord shall notify Tenant of the amount by which any Tax Payments previously made were less than the Tax Payments required to be made under this Section2.06 , and Tenant shall pay the deficiency within 30 days after demand therefor. 2.07 Operating Payments . (a) “ Base Operating Amount ” means Operating Expenses for the Base Operating Year; provided, that, if,due to construction warranties in effect during the Base Operating Year, materially fewer expenses on account of repairs to the Building are paid or incurred by oron behalf of Landlord during such Base Operating Year than would typically be paid or incurred during a calendar year with respect to a new First Class OfficeBuilding comparable in size to the Building with no construction warranties in effect, then the Operating Expenses for the Base Operating Year shall be adjusted toreflect the Operating Expenses that would have been paid or incurred if such construction warranties had not been in effect during the Base Operating Year. Forpurposes of the foregoing sentence only, the term “construction warranties” shall be deemed to refer solely to warranties in effect for a newly constructed FirstClass Office Building that would not typically be in effect at any given time for a First Class Office Building on account of alterations, improvements, repairs andreplacements. (b) “ Base Operating Year ” means the calendar year 2017. (c) “ Landlord’s Statement ” means an instrument setting forth the Operating Payment payable by Tenant for a specifiedOperating Year. (d) “ Operating Expenses ” means, without duplication, all expenses paid or incurred by or on behalf of Landlord in respect of therepair, replacement, maintenance, operation and security of the Building as reflected on Landlord’s books and records (which Landlord shall keep in accordancewith GAAP or other acceptable accounting method consistent with the standards of a First Class Office Building), including, without limitation, (i) subject toclause (BB) of this Section 2.07(d) , salaries, wages, medical, surgical, insurance (including, without limitation, group life and disability insurance), union andgeneral welfare benefits, pension payments, severance payments, sick day payments and other fringe benefits of employees of Landlord, Landlord’s affiliates andtheir respective contractors engaged in such repair, replacement, maintenance, operation and/or security; (ii) subject to clause (BB) of this Section 2.07(d) , payrolltaxes, worker’s compensation, uniforms and related expenses (whether direct or indirect) for such employees; (iii) the cost of fuel, gas, steam, electricity, heat,ventilation, air-conditioning and chilled or condenser water, water, sewer and other utilities, together with any taxes and surcharges on, and fees paid in connectionwith the calculation and billing of, such utilities; (iv) the cost of painting and/or decorating all areas of the Project, excluding, however, any space contained thereinwhich is demised or available for demise to tenants; (v) the cost of casualty, liability, fidelity, rent and all other insurance regarding the Building; (vi) subject to thelimitations on capital expenditures hereinafter provided, the cost of all supplies, tools, materials and equipment, whether by purchase or rental, used in the repair,replacement, maintenance, operation and/or security of the Building, and any sales and other taxes thereon; (vii) the fair market rental value of Landlord’s office inthe Building and any other premises in the Building utilized by the personnel of either Landlord, Landlord’s affiliates or Landlord’s contractors, in connection withthe repair, replacement, maintenance, operation and/or security thereof, and all office expenses, such as telephone, utility, stationery and similar expenses incurredin connection therewith; provided, that (A) for the purpose of calculating Operating Expenses for the Base Operating Year and each subsequent Operating Year,the aggregate rentable square footage of Landlord’s office shall be assigned a fixed number, (B) the fair market rental of such office shall be included in the BaseOperating Year, and (C) such fair market rental shall annually be subject to fair market rental increases; (viii) the cost of cleaning and janitorial services, including,without limitation, glass cleaning, snow and ice removal and garbage and waste collection and disposal; (ix) the cost of all interior and exterior landscaping and alltemporary exhibitions located at or within the Project; (x) the cost of all alterations, repairs, replacements and/or improvements made at any time following theBase Operating Year by or on behalf of Landlord, whether structural or non structural, ordinary or extraordinary, foreseen or unforeseen, and whether or notrequired by this Lease, and all tools and equipment related thereto; provided , that if under generally accepted accounting principles consistently applied (“ GAAP”), any of the costs referred to in this clause (x) are required to be capitalized, then such costs shall not be included in Operating Expenses unless they (I) arerequired by any Laws that first became effective (1) on or after the Effective Date or (2) before the Effective Date but with respect to which the obligation tocomply first arises after the Effective Date, (II) have the effect of reducing expenses that would otherwise be included in Operating Expenses (to the extent of thereduction in Operating Expenses reasonably anticipated by Landlord) or (III) constitute a replacement which in Landlord’s reasonable judgment is prudent to makein lieu of repairs to the replaced item(s) so long as it is reasonably likely that the amortized replacement cost of the item in question will be less expensive than theaggregate reasonably anticipated total cost to repair such item (which may include multiple repairs) over the same amortization period, in any of which events thecost thereof, together with interest thereon at either (A) if Landlord shall not finance such alterations, repairs, replacements and/or improvements, the Interest Ratein effect on December 31 of the Operating Year in which such costs were incurred or (B) if Landlord shall finance such alterations, repairs, replacements and/orimprovements, the actual costs incurred by Landlord to finance such alterations, repairs, replacements and/or improvements shall be amortized and included inOperating Expenses over the useful life of the item in question, as reasonably determined by Landlord in accordance with GAAP or such alternative measure asreferred to hereinabove; provided further, that if any such alterations, repairs, replacements and/or improvements described in clause II are made for the purpose ofhaving a beneficial impact on the environment (including, without limitation, if the same are made in connection with participating in a program intended to have abeneficial impact on the environment), then, at Landlord’s option, the cost thereof, together with such interest as described in the foregoing clauses (A) and (B) ,may be amortized and included in Operating Expenses over the period that Landlord reasonably determines in accordance with GAAP that it will take for such costto equal the aggregate amount of the reduction in Operating Expenses realized as a result of such alteration, repair, replacement and/or improvement; (xi) costs ofsecurity services, including, without limitation, offsite vehicle screening for vehicles seeking access to the Project; (xii) management fees not exceeding 3% of theaggregate rents, additional rents and other charges payable to Landlord by tenants of the Building; (xiii) all reasonable costs and expenses of legal, bookkeeping,accounting and other professional services; (xiv) condominium assessments, common charges or similar charges, if the Building is at any time converted to acondominium structure; (xv) customary fees, dues and other contributions paid by or on behalf of Landlord to civic or other real estate organizations and anyassessments, dues, levies or other charges paid to any business improvement district, owners’ association or similar organization or to any entity on behalf of suchan organization (including, without limitation, any contribution to the ERY Facility Airspace Parcel Owners’ Association); (xvi) all costs and expenses expresslyincluded in Operating Expenses pursuant to the provisions of this Lease; and (xvii) all other fees, costs, charges and expenses properly allocable to the repair,replacement, maintenance, operation and/or security of the Project, in accordance with then prevailing customs and practices of the real estate industry in theBorough of Manhattan, City of New York. Notwithstanding the foregoing, “ Operating Expenses ” shall not include the following: - 14 -  (A) depreciation and amortization (except with respect to the alterations, repairs, replacements, and/orimprovements described in clauses I , II and III of clause (x) of this Section 2.07(d) ); (B) principal and interest payments and other costs incurred in connection with any financing or refinancing ofthe Building or any portion thereof (except as provided in clause (x) above) including, without limitation, legal, accounting, consultant,mortgage, brokerage or other expenses related thereto; (C) the cost of tenant improvements made for tenant(s) of the Building or cash allowances in lieu thereof; (D) brokerage commissions and advertising and promotional expenses incurred in procuring tenants for theBuilding; (E) cost of any work or service performed for any tenant of the Building (including Tenant), whether at theexpense of Landlord or such tenant, to the extent that such work or service is in excess of the work or service that Landlord is required to furnishTenant under this Lease at the expense of Landlord; (F) the cost of any electricity consumed in the Premises or in any other space in the Building demised oravailable for demise to tenants; (G) the cost of overtime heating, ventilating and air conditioning (including costs related to chilled water) forwhich Landlord is directly compensated by payment by tenants, or any other occupant of the Building, including Tenant; (H) PILOT, Impositions and Taxes; (I) attorneys’ fees and disbursements and costs and expenses incurred in connection with preparing andnegotiating leases, amendments and modifications thereto, consents to sublease, assignments, takeover or assumption fees, or any form leaseswith respect to the operation of the Building and disputes with tenants or occupants in the Building; - 15 -  (J) legal fees incurred in connection with suits brought by tenants with respect to their leases or occupancyagreements in the Building; (K) any cost to the extent Landlord is reimbursed therefor out of insurance proceeds or otherwise (other than bymeans of operating expense reimbursement provisions contained in the leases of other tenants) or any such cost to the extent Landlord wouldhave been compensated therefor if Landlord had carried the insurance coverage required of Landlord hereunder; (L) expenses of relocating or moving any tenant(s) of the Building, and all costs and expenses of taking over orassuming the lease obligations of a tenant for such tenant’s premises in a location other than the Building and the costs and expenses ofrelocating such tenant to the Building, including any payments required to be made in connection with the termination of such lease pursuant toArticle 31-B of the Tax Law of the State of New York or other similar statute; (M) costs (including attorney’s fees and costs of settlements, judgments and arbitration awards) arising fromclaims or disputes in connection with tort or negligence litigation pertaining to Landlord and/or the Project, or in connection with any suchclaims or disputes arising from Landlord’s negligence or willful misconduct; (N) costs incurred with respect to a sale of all or any portion of the Project or any interest therein or in anyperson or entity of whatever tier owning an interest therein and the cost of maintaining, organizing or reorganizing the entity that is the landlordunder this Lease; (O) costs of alterations and improvements and other expenditures which are required to be capitalized underGAAP, unless permitted to be included in Operating Expenses under clause (x) of this Section 2.07(d) ; (P) any lease payments for equipment which, if purchased, would be specifically excluded as a capitalimprovement, unless same is permitted to be included in Operating Expenses under clause (x) of this Section 2.07(d) ; (Q) costs incurred in connection with the acquisition or sale of air rights, transferable development rights,easements or other real property interests; (R) costs of performing the initial construction of the Building by or on behalf of Landlord (the “ Base BuildingWork ”), and the costs incurred to correct any defect discovered during the first twelve (12) month period following the Effective Date (or suchlonger period as may be covered under any enforceable warranty or guaranty in connection with the Base Building Work) to the extent resultingfrom the improper initial construction or design of the Building, and all other hard and soft costs and expenses relating to the initial constructionof the Project; - 16 -  (S) any rent, additional rent or other charge under any ground leases or under Superior Leases (provided,however, that Landlord shall not be required to exclude from Operating Expenses any expense that would otherwise be includable in OperatingExpenses pursuant to the terms of this Lease merely because Landlord’s obligation under any such ground lease or Superior Lease to incur suchexpense is characterized as a rental obligation under any such ground lease or Superior Lease); (T) any cost representing an amount paid to an Affiliate of Landlord to the extent the same is in excess of theamount which would reasonably have been paid in the absence of such relationship; (U) the cost of any additions to or expansions of the Building that increase the leasable space in the Building; (V) expenditures for repairing and/or replacing any defect in any work performed by or on behalf of Landlordpursuant to the provisions of this Lease which Landlord is obligated to do at its sole cost and expense, to the extent expenditures for such repairsand/or replacements would have been covered had Landlord obtained a commercially reasonable warranty for such work; (W) all costs of remediating, removing or encapsulating asbestos, or other hazardous materials or substances inor about the Building, except to the extent the same shall be attributable to any act or omission of Tenant, Tenant’s agents, employees,contractors, invitees or licensees; (X) interest, fines, penalties or other late payment charges paid by Landlord as the result of Landlord’s failure tomake payments when due, except to the extent (1) that Landlord is contesting such payments timely and in good faith, or (2) resulting from adefault by Tenant hereunder; (Y) to the extent any costs includable in Operating Expenses are incurred with respect to both (1) the Projectand (2) other properties, there shall be excluded from Operating Expenses a fair and reasonable percentage thereof which is properly allocable tosuch other properties; (Z) costs of withdrawal liability or unfunded pension liability under the Multi-Employer Pension Plan Act,except to the extent that such costs are offset by savings realized by Landlord in connection therewith; (AA) franchise or income taxes imposed upon Landlord; - 17 -  (BB) except to the extent specifically permitted in accordance with the provisions of this Section 2.07 to beincluded in Operating Expenses, Landlord’s corporate overhead and general and administrative expenses not specifically allocated to theoperation, use, management, maintenance, repair or ownership of the Building, including, without limitation, salaries and the cost of benefits ineither case for personnel above the level of building manager; (CC) costs of acquiring, leasing, insuring, restoring, removing or replacing works of art and sculptures of thequality and nature of “fine art” rather than decorative art work customarily found in First Class Office Buildings; provided, that Landlord shallnot be required to exclude from Operating Expenses the costs of insuring and cleaning any such “fine art” to the extent such insurance andcleaning costs are consistent with the costs incurred for such items and generally included in “operating expenses” for purposes of operatingexpense escalation provisions in other First Class Office Buildings; (DD) the cost of installing, operating and maintaining any specialty facility such as any emergency generator,co-generation plant(s) and related equipment, an observatory and access thereto, broadcasting facilities, luncheon club, athletic or recreationalclub, child care facility, auditorium, restaurant, cafeteria or dining facility, conference center or similar specialty facilities (but not the cost ofmaintaining and operating any satellite antennae facility for use by Building tenants, the Messenger Center, or any of the aforementionedspecialty facilities if such facilities are made available at no separate charge (other than an additional rent payment in the nature of an operatingexpense escalation) for use by tenants (including Tenant) of the Building generally); (EE) any bad debt loss, rent loss or reserves for bad debts or rent loss; and (FF) duplicative charges for the same item. (e) “ Operating Year ” means each calendar year during the Term. (f) From and after the day immediately following the expiration of the Base Operating Year, for each Operating Year, Tenantshall pay (each, an “ Operating Payment ”) Tenant’s Share of the amount, if any, by which Operating Expenses for such Operating Year exceed the Base OperatingAmount. If Tenant’s obligation to pay Operating Expenses commences on a date other than January 1, Tenant’s Operating Payment for the Operating Yearimmediately following the Base Operating Year shall be prorated to correspond to the portion of such Operating Year with respect to which Tenant is obligated topay Operating Expenses pursuant to the terms of this Lease. - 18 -  (g) If during any relevant period (including, without limitation, the Base Operating Year) (i) less than 95% of the rentable squarefootage of the office space in the Building shall be occupied, and/or (ii) the tenant or occupant of any office space in the Building undertook to perform work orservices therein in lieu of having Landlord perform the same and the cost thereof would have been included in Operating Expenses, with the result that tenants oroccupants of less than 95% of the rentable square footage of the office space in the Building are having Landlord perform any such work or service, then, in eithersuch event, the Operating Expenses for such period shall be increased to reflect the Operating Expenses that would have been incurred if 95% of the rentablesquare footage of then office space in the Building had been occupied or if Landlord had performed such work or services for tenants occupying 95% of therentable square footage of the office space in the Building, as the case may be. Additionally, and without limiting the foregoing, it shall be assumed during anyrelevant period that all services in respect of the Building shall be in place and fully costed (e.g., discounts for the initial period of multi-year contracts shall beappropriately adjusted); and with respect to the calculation of the Operating Expenses for the Base Operating Year only, if and to the extent certain expenses areincurred with respect to only a portion of the Base Operating Year, then such expenses shall be annualized to more closely approximate the cost that will beincurred for such expense over the course of the subsequent full year. (h) Landlord may furnish to Tenant, prior to the commencement of each Operating Year, a statement setting forth Landlord’sreasonable estimate of the Operating Payment for such Operating Year. Tenant shall pay to Landlord on the first day of each month during such Operating Year, anamount equal to 1/12th of Landlord’s estimate of the Operating Payment for such Operating Year. If Landlord shall not furnish any such estimate for an OperatingYear or if Landlord shall furnish any such estimate for an Operating Year subsequent to the commencement thereof, then (A) until the first day of the monthfollowing the month in which such estimate is furnished to Tenant, Tenant shall pay to Landlord on the first day of each month an amount equal to the monthlysum payable by Tenant to Landlord under this Section 2.07 in respect of the last month of the preceding Operating Year; (B) after such estimate is furnished toTenant, Landlord shall notify Tenant whether the installments of the Operating Payment previously made for such Operating Year were greater or less than theinstallments of the Operating Payment to be made in accordance with such estimate, and (x) if there is a deficiency, Tenant shall pay the amount thereof within 30days after demand therefor, or (y) if there is an overpayment, Landlord shall refund to Tenant the amount thereof within 30 days after such determination; and(C) on the first day of the month following the month in which such estimate is furnished to Tenant and monthly thereafter throughout such Operating Year Tenantshall pay to Landlord an amount equal to 1/12th of the Operating Payment shown on such estimate. Landlord may, during each Operating Year, furnish to Tenant arevised statement of Landlord’s estimate of the Operating Payment for such Operating Year, and in such case, the Operating Payment for such Operating Yearshall be adjusted and paid or refunded as the case may be, substantially in the same manner as provided in the preceding sentence. (i) Landlord shall furnish to Tenant a Landlord’s Statement for each Operating Year (and shall endeavor to do so within 270 daysafter the end of each Operating Year). If Landlord’s Statement shall show that the sums paid by Tenant, if any, under Section 2.07(h) exceeded the OperatingPayment to be paid by Tenant for the applicable Operating Year, Landlord shall refund to Tenant the amount of such excess within 30 days after suchdetermination; and if the Landlord’s Statement shall show that the sums so paid by Tenant were less than the Operating Payment to be paid by Tenant for suchOperating Year, Tenant shall pay the amount of such deficiency within 30 days after demand therefor. - 19 -  (j) (i) Tenant, upon notice given within 120 days after Tenant’s receipt of a Landlord’s Statement, may elect to haveTenant’s designated (in such notice) representative (who may be an employee of Tenant or a third party accountant or consultant but who may not, in any case, beretained by Tenant on a contingency fee basis or any other fee basis by which such representative’s compensation is based upon the amount refunded or credited byLandlord to Tenant as a result of such audit) examine such of Landlord’s books and records (collectively, “ Records ”) as are directly relevant to such Landlord’sStatement, and Landlord shall provide access to the Records upon reasonable prior notice. As a condition to Tenant’s right to review the Records, Tenant shall payall sums required to be paid in accordance with the Landlord’s Statement in question, without prejudice to its position. If Tenant shall not give such notice withinsuch 120-day period, then such Landlord’s Statement shall be conclusive and binding upon Tenant. Tenant and Tenant’s employees, accountants and agents shalltreat all Records as confidential, and, upon request by Landlord, shall confirm such confidentiality obligation in writing by executing a confidentiality agreement inthe form attached hereto as Exhibit N . (ii) Tenant, within 90 days after the date on which the Records are made available to Tenant, may send a notice (“Tenant’s Statement ”) to Landlord that Tenant disagrees with the applicable Landlord’s Statement, specifying in reasonable detail the basis for Tenant’sdisagreement and the amount of the Operating Payment Tenant claims is due. If Tenant fails timely to deliver a Tenant’s Statement, then such Landlord’sStatement shall be conclusive and binding on Tenant. Landlord and Tenant shall attempt to adjust such disagreement. If they are unable to do so andprovided that the amount of the Operating Payment Tenant claims is due is substantially different from the amount of the Operating Payment Landlordclaims is due, Tenant shall notify Landlord, within 90 days after the date on which the Records are made available to Tenant in connection with thedisagreement in question, that such disagreement shall be determined by an Arbiter in accordance with this Section 2.07(j) , and promptly thereafterLandlord and Tenant shall jointly designate a certified public accountant (the “ Arbiter ”) whose determination made in accordance with thisSection 2.07(j)(ii) shall be binding upon the parties; it being understood that if the amount of the Operating Payment Tenant claims is due is notsubstantially different from the amount of the Operating Payment Landlord claims is due, then Tenant shall have no right to protest such amount and shallpay the amount that Landlord claims is due to the extent not theretofore paid. If Tenant timely delivers a Tenant’s Statement, the disagreement referencedtherein is not resolved by the parties and Tenant fails to notify Landlord of Tenant’s desire to have such disagreement determined by an Arbiter within the90-day period set forth in the preceding sentence, then the Landlord’s Statement to which such disagreement relates shall be conclusive and binding onTenant. If the determination of the Arbiter shall substantially confirm the determination of Landlord, then Tenant shall pay the cost of the Arbiter. If theArbiter shall substantially confirm the determination of Tenant, then Landlord shall pay the cost of the Arbiter. In all other events, the cost of the Arbitershall be borne equally by Landlord and Tenant. The Arbiter shall be a member of an independent certified public accounting firm having at least 15accounting professionals and shall have at least 10 years of experience in real estate accounting matters, and such Arbiter and the accounting firm withwhom such Arbiter is affiliated shall be disinterested. If Landlord and Tenant shall be unable to agree upon the designation of the Arbiter within 15 daysafter receipt of notice from a party requesting agreement as to the designation of the Arbiter, which notice shall contain the names and addresses of two ormore certified public accountants meeting the requirements of this Section 2.07(j)(ii) and who are acceptable to the party sending such notice, then eitherparty shall have the right to request JAMS to designate as the Arbiter a certified public accountant meeting the requirements of this Section 2.07(j)(ii)whose determination made in accordance with this Section 2.07(j)(ii) shall be conclusive and binding upon the parties, and the cost of such certifiedpublic accountant shall be borne as provided above in the case of the Arbiter designated by Landlord and Tenant. Any determination made by an Arbitershall not exceed the amount determined to be due in the first instance by Landlord’s Statement, nor shall such determination be less than the amountclaimed to be due by Tenant in Tenant’s Statement, and any determination which does not comply with the foregoing shall be null and void and notbinding on the parties. In rendering such determination such Arbiter shall not add to, subtract from or otherwise modify the provisions of this Lease,including the immediately preceding sentence. Pending the resolution of any contest pursuant to this Section 2.07(j)(ii) , and as a condition to Tenant’sright to prosecute such contest, Tenant shall pay all sums required to be paid in accordance with the Landlord’s Statement in question, without prejudiceto its position. If Tenant shall prevail in such contest, an appropriate refund shall be made by Landlord to Tenant within 30 days after such determination.The term “substantially” as used in this Section 2.07(j)(ii) , shall mean a variance of 2% or more of the Operating Payment in question. If the Arbiterdetermines that Landlord overstated the actual amount of Operating Expenses for a particular Operating Year by more than five percent (5%) of the actualamount of Operating Expenses for such Operating Year, then in addition to the refund to which Tenant is entitled, Landlord shall reimburse Tenant for(or, at Landlord’s option, Landlord shall credit against the Rent thereafter coming due under this Lease) the reasonable out-of-pocket costs actually paidto Tenant’s auditor in connection with Tenant’s audit of the Records within 30 days after Tenant gives to Landlord reasonable supporting documentationdescribing such costs. - 20 -  2.08 PILOT, Impositions, Tax and Operating Provisions . (a) In any case provided in Sections 2.04 , 2.05 , 2.06 or 2.07 in whichTenant is entitled to a refund, Landlord may, in lieu of making such refund, credit against future installments of Rent any amounts to which Tenant shall beentitled. Nothing in this Article 2 shall be construed so as to result in a decrease in the Fixed Rent. If this Lease shall expire before any such credit shall have beenfully applied, then (provided Tenant is not in default under this Lease) Landlord shall refund to Tenant the unapplied balance of such credit. (b) Landlord’s failure to render or delay in rendering a Landlord’s Statement with respect to any Operating Year or anycomponent of the Operating Payment shall not prejudice Landlord’s right to thereafter render a Landlord’s Statement with respect to any such Operating Year orany such component; provided , that such Landlord’s Statement is delivered within 2 years after the end of the Operating Year in question, nor shall the renderingof a Landlord’s Statement for any Operating Year prejudice Landlord’s right to thereafter render a corrected Landlord’s Statement for such Operating Year withinsuch 2-year period. Landlord’s failure to render or delay in rendering any statement with respect to any PILOT Payment, Additional Tax Payment, ImpositionsPayment or Tax Payment (or installment thereof) shall not prejudice Landlord’s right to thereafter render such a statement; provided , that such statement isdelivered within 2 years following the later of (i) the end of the Tax Year in question or (ii) the final determination of the PILOT, Impositions or Taxes, asapplicable, for the Tax Year in question, nor shall the rendering of a statement for any PILOT Payment, Additional Tax Payment, Impositions Payment or TaxPayment (or installment thereof) prejudice Landlord’s right to thereafter render a corrected statement therefor within such 2-year period. - 21 -  (c) Landlord and Tenant confirm that the computations under this Article 2 are intended to constitute a formula for agreed rentalescalation and may or may not constitute an actual reimbursement to Landlord for PILOT, Impositions, Taxes and other costs and expenses incurred by Landlordwith respect to the Building. (d) Each PILOT Payment, Additional Tax Payment, Impositions Payment or Tax Payment in respect of a Tax Year, and eachOperating Payment in respect of an Operating Year, which ends after the expiration or earlier termination of this Lease, and any PILOT, Impositions or Taxesrefund with respect to such a Tax Year, shall be prorated to correspond to that portion of such Tax Year or Operating Year occurring within the Term. 2.09 Electric Charges . (a) Tenant’s demand for, and consumption of, electricity serving the Premises shall be determined by meters orsubmeters, the first installation of which shall be at Landlord’s expense with respect to one meter or submeter per floor of the Premises and any additional orsubsequent installations of which shall be at Tenant’s expense, it being understood, however, that in all cases such meters and submeters shall be maintained byLandlord as an Operating Expense. Such meters or submeters shall be capable of providing information regarding both the aggregate KWH of consumption for thePremises and the total coincidental demand for the Premises in KW (treated as if such demand were measured by a single meter), and shall be billed as if there wasonly one (1) meter in the Premises. Tenant shall pay for electric consumption as provided in this Section 2.09 within 30 days after rendition of a bill therefor,which shall be rendered by or on behalf of Landlord and may not be rendered more frequently than once per month. (b) The amount payable by Tenant per “KW” and “KWH” for electricity consumed within the Premises, whether determined bymeters or submeters or as otherwise provided below, shall be 103% of the amount (as adjusted from time to time, “ Landlord’s Rate ”) which would be charged toLandlord from time to time, as determined in accordance with the terms of this Section 2.09(b) , for the purchase of each KW and KWH of electricity for the sameperiod by Con Edison or any successor thereto (including all surcharges, taxes, fuel adjustments, market supply and market adjustment charges, taxes passed on toconsumers by the public utility, and other sums payable in respect thereof), plus all surcharges, taxes and other sums payable in respect of Landlord’s sale ofelectricity to Tenant and Landlord’s actual out-of-pocket third party costs for meter reading and billing. Landlord’s Rate shall be determined by applying KW andKWH (on-peak and off-peak, if applicable) as derived from Tenant’s meters or submeters to the same rate schedule(s) (both the utility and alternate provider, ifapplicable) which would be charged by Con Edison during each respective service period if the Building did not have a co-generation facility and purchased allelectricity consumed in the Building from Con Edison. Electricity shall be billed as if there was only one (1) meter in the Premises. Notwithstanding anything tothe contrary herein, Landlord shall not be obligated to apply Tenant’s interval data to Landlord’s Rate to determine the amount payable by Tenant hereunder. - 22 -  (c) Notwithstanding anything to the contrary contained in this Lease, the base building air handlers serving the Premises andTenant’s overhead HVAC distribution system shall each be connected to submeters measuring Tenant’s use of electricity in the Premises and Tenant shall pay allelectricity costs in connection with the use of such equipment in accordance with this Section 2.09 . 2.10 Manner of Payment . Tenant shall pay all Rent as the same shall become due and payable under this Lease (a) in the case of FixedRent and Recurring Additional Charges, by wire transfer of immediately available federal funds as directed in writing by Landlord, and (b) in the case of all othersums, either by wire transfer as aforesaid or by check (subject to collection) drawn on a bank that clears through The Clearing House Payments Company L.L.C.,in each case at the times provided herein without notice or demand and without setoff or counterclaim. All Rent shall be paid in lawful money of the United Statesto Landlord at its office or such other place as Landlord may from time to time designate in writing. If Tenant fails timely to pay any Rent, Tenant shall pay interestthereon from the date when such Rent became due to the date of Landlord’s receipt thereof at the Interest Rate. If Tenant fails to timely pay any installment ofFixed Rent or Recurring Additional Rent on 2 occasions within any rolling 365-day period, in addition to all other rights and remedies Landlord may have underthis Lease and the payment of interest as provided in the immediately preceding sentence, Tenant shall pay to Landlord, as Additional Charges, together with such2 nd late payment of Fixed Rent or Recurring Additional Rent (and any subsequent late payment of Fixed Rent or Recurring Additional Rent within any such 365-day period), a fee in the amount of 2% of the amount of the late Fixed Rent or Recurring Additional Rent payment in order to defray Landlord’s costs inconnection with Tenant’s late payment of Fixed Rent or Recurring Additional Rent. Tenant shall pay interest on such fee at the Interest Rate from the date theapplicable late payment of Fixed Rent or Recurring Additional Rent was due until the date of Landlord’s receipt of such fee. Any Additional Charges for which nodue date is specified in this Lease shall be due and payable on the 30th day after the date of invoice. Subject to the foregoing, whenever this Lease shall providethat Landlord or Tenant shall pay the out-of-pocket costs of the other party, the party seeking reimbursement of such out-of-pocket costs shall deliver to therequesting party bills, receipts, invoices or other reasonable supporting documentation reasonably evidencing such costs. 2.11 Security . (a) Within 30 days of the date of this Lease, Tenant shall deliver to Landlord, as security for the performance of Tenant’sobligations under this Lease, an unconditional, irrevocable letter of credit (the “ Letter of Credit ”) in the amount of $3,528,735.00 (the “ Required Letter of CreditAmount ”) in the form of Exhibit O attached hereto and issued by Citibank, N.A., permitting multiple and partial draws thereon. The Letter of Credit shall providethat it is assignable by Landlord without charge and shall either (x) expire on the date which is 60 days after the expiration or earlier termination of this Lease (the“ LC Date ”) or (y) be automatically self-renewing until the LC Date. Tenant shall be responsible for paying the issuer’s assignment, transfer and processing fees inconnection with any assignment or transfer of the Letter of Credit and, if Landlord advances any such fees (without having any obligation to do so), Tenant shallreimburse Landlord for any such transfer or processing fees within 30 days after Landlord’s written request therefor. If any Letter of Credit is not renewed at least30 days prior to the expiration thereof or if Tenant holds over in the Premises without the consent of Landlord after the expiration or termination of this Lease,Landlord may draw upon the Letter of Credit and hold the proceeds thereof as security for the performance of Tenant’s obligations under this Lease. Landlord maydraw on the Letter of Credit (or the proceeds thereof) to remedy defaults by Tenant beyond applicable notice and cure periods in the payment or performance ofany of Tenant’s obligations under this Lease. If Landlord shall have so drawn upon the Letter of Credit (or the proceeds thereof), Tenant shall promptly upondemand deliver to Landlord a replacement Letter of Credit or an amendment to the Letter of Credit such that the Letter of Credit shall be in the amount of theRequired Letter of Credit Amount. - 23 -  (b) Provided Tenant is not in default under this Lease and Tenant has surrendered the Premises to Landlord in accordance with allof the terms and conditions of this Lease, within 5 Business Days after the LC Date: (i) Landlord shall return to Tenant the Letter of Credit (or the proceedsthereof) then held by Landlord or (ii) if Landlord shall have drawn upon such Letter of Credit (or the proceeds thereof) to remedy defaults by Tenant in thepayment or performance of any of Tenant’s obligations under this Lease, Landlord shall return to Tenant that portion, if any, of the proceeds of the Letter of Creditremaining in Landlord’s possession. ARTICLE 3 Landlord Covenants 3.01 Landlord Services . From and after the date that Tenant first occupies the Premises for the conduct of Tenant’s business, Landlordshall furnish Tenant with the following services (collectively, “ Landlord Services ”): (a) heat, ventilation and air-conditioning to the Premises during Business Hours substantially in accordance with the designspecifications set forth in Exhibit F attached hereto; if Tenant shall require heat, ventilation or air conditioning at any other times, Landlord shall furnish suchservice (i) in the case of a Business Day, upon receiving notice from Tenant by 1:00 p.m. of such Business Day and (ii) in the case of a day other than a BusinessDay, upon receiving notice from Tenant by 5:00 p.m. of the immediately preceding Business Day, and Tenant shall pay to Landlord within 30 days after demandLandlord’s then established charges therefor, which charges shall be calculated in accordance with Exhibit H attached hereto and shall be subject to increase to theextent of any actual increase in the cost to Landlord of providing such services; provided, that Tenant shall be subject to a 4 hour minimum charge for any suchovertime service unless such overtime service is requested for a period of time immediately preceding or immediately following Business Hours on a BusinessDay, in which case Tenant shall be entitled to request a minimum of 1 full hour of such overtime service; (b) (i) subject to service changes due to emergency and necessary maintenance, for Tenant’s non-exclusive use and benefit,destination dispatch passenger elevators serving the Premises (the “ Elevators ”) in accordance with the specifications attached hereto as Exhibit G at all timesduring Business Hours on Business Days, with at least 2 Elevators subject to call at all other times; - 24 -  (ii) subject to the Rules and Regulations, freight elevator and loading dock service to the Premises for Tenant’s non-exclusive use and benefit; provided, that with respect to such service other than during Business Hours on Business Days, (A) Tenant shall pay toLandlord within 30 days after demand Landlord’s then established charges therefor, which charges as of the Effective Date are set forth on Exhibit Hattached hereto and shall be Subject to CPI Increases and (B) Tenant shall be subject to a 4 hour minimum charge unless such overtime service isrequested for a period of time immediately preceding or immediately following Business Hours on a Business Day, in which case Tenant shall be entitledto request a minimum of 1 full hour of such overtime service. Notwithstanding the foregoing, during the performance of Tenant’s Initial Work andTenant’s initial move-in to the Premises, (1) Tenant shall be entitled to up to 50 overtime hours in the aggregate of freight elevator and loading dockservice at no charge and (2) the charges for Tenant’s use of freight elevator and loading dock service shall be as more particularly described in Section4.01(c)(v) ; (c) reasonable quantities of hot and cold water to the floor(s) on which the Premises are located for core lavatory, cleaning,drinking and cold water for pantry (other than dishwashers and subject to Section 8.20(b)(v) , it being agreed that the heating of water supplied to the pantry,together with the cost thereof, including electricity, shall be the sole responsibility of Tenant) purposes only; if Tenant requires additional water for any otherpurpose, Landlord shall furnish cold water at the Building core riser through a capped outlet located on each floor on which the Premises is located (within the coreof the Building), and the cost of heating such water (including, without limitation, the cost of electric to heat such water) and the cost of piping and supplying suchwater to the Premises shall be paid by Tenant (provided that Landlord shall install and maintain hot water heaters for the core toilet rooms and janitors closets);Landlord may install and maintain, at Tenant’s expense, meters to measure Tenant’s consumption of such additional water in which event Tenant shall reimburseLandlord for the quantities of water shown on such meters, within 30 days after demand accompanied by reasonable supporting documentation, at Landlord’s thenestablished charges therefor, which charges as of the Effective Date are set forth on Exhibit H attached hereto and shall be subject to increase to the extent of anyactual increase in the cost to Landlord of providing such water; (d) electric energy on a submetered basis through the transmission facilities installed by Landlord in the Building for Tenant’sreasonable use of lighting and other electrical fixtures, appliances and equipment at a level of not less than 5 watts demand load per gross square foot of space(exclusive of electricity required to operate the base building systems installed by Landlord, including, without limitation, the Building HVAC system, butinclusive of any Tenant installed portion of the HVAC distribution system such as fan powered boxes); in no event shall Tenant’s consumption of electricityexceed the capacity of existing feeders to the Building or the risers or wiring serving the Premises, nor shall Tenant be entitled to any unallocated power availablein the Building. Tenant shall not have the right to redistribute the electric power furnished on each floor of the Premises by Landlord throughout the Premiseswithout Landlord’s prior written approval (such approval to be granted or denied in Landlord’s sole and absolute discretion); provided, that, if Landlord approvessame, (1) such redistribution shall not cause Tenant’s consumption of electricity to exceed the capacity of the feeders, risers or wiring serving the Premises, (2)Tenant, at Tenant's sole expense, shall perform any work required prior to the expiration or earlier termination of the Term so that the electrical capacity stated inthis Section 3.01(d) is restored to each floor of the Premises and (3) if Tenant shall surrender any portion of the Premises prior to surrendering the entire Premises,Tenant, at Tenant’s sole expense, shall perform any work required prior to such partial surrender so that the electrical capacity stated in this Section 3.01(d) isrestored to the surrendered portion of the Premises; - 25 -  (e) cleaning services for the Premises in accordance with the specifications provided in Exhibit D attached hereto. Tenant shallpay to Landlord within 30 days after demand the out-of-pocket costs incurred by Landlord for (i) extra cleaning work in the Premises required because of (A)carelessness, indifference, misuse or neglect on the part of Tenant, its subtenants or their respective employees or visitors, (B) interior glass partitions or an unusualquantity of interior glass surfaces, (C) non-standard materials or finishes installed in the Premises and/or (D) the use of the Premises other than during BusinessHours on Business Days, and (ii) removal from the Premises and the Building of any refuse of Tenant in excess of that ordinarily accumulated in business officeoccupancy, including, without limitation, kitchen and pantry refuse, or at times other than Landlord’s standard cleaning times. Notwithstanding the foregoing,Landlord shall not be required to clean any portions of the Premises used for preparation, serving or consumption of food or beverages, training rooms, tradingfloors, data processing or reproducing operations, private lavatories or toilets or other special purposes requiring greater or more difficult cleaning work than officeareas and Tenant shall retain Landlord’s cleaning contractor at Tenant’s expense to perform such cleaning and any other cleaning services in excess of thoseprovided for in Exhibit D . Notwithstanding the foregoing, Tenant may use its own employees to provide minor cleaning services to pantries and conference roomswithin the Premises; provided, that (A) the provisions of Section 4.02(e) relating to the avoidance of union-related conflict shall apply to such minor cleaningservices, (B) Landlord shall have no liability to Tenant or Tenant’s employees in connection with such minor cleaning services and (C) any such minor cleaningservices shall be subject to such reasonable rules and regulations that may be established by Landlord with respect thereto (including, without limitation,Landlord’s green cleaning policy for the Building). Landlord’s cleaning contractor shall have access to the Premises after 6:00 p.m. and before 8:00 a.m. and shallhave the right to use, without charge therefor, all light, power and water in the Premises reasonably required to clean the Premises; (f) up to 30 tons of condenser water for the Premises (i.e., 20 tons for the 37th Floor Premises and 10 tons for the 40th FloorPremises) for Tenant’s supplemental HVAC system from the common cooling tower unit serving the Building 24 hours a day, 7 days a week, which Landlord shallreserve for Tenant’s use until January 1, 2017 (the “ Reserved Tonnage ”). Tenant shall have the right to use, throughout the Term, that portion of the ReservedTonnage which Tenant has elected to reserve as of January 1, 2017, it being agreed that Tenant waives any rights Tenant may have had (x) to the ReservedTonnage if Tenant has not given Landlord notice of its election to reserve the same on or before January 1, 2017 and (y) to the portion of the Reserved Tonnagewhich Tenant has not elected to reserve in such election notice given to Landlord on or before January 1, 2017 (if any is so given). Tenant shall perform allnecessary work and install all required equipment to permit Tenant to tap into Landlord’s condenser water riser (provided that Landlord shall provide cappedvalved outlets), and Landlord shall waive any tap-in fee or “drain-down” charge for Tenant’s tap into Landlord’s condenser water riser. Tenant shall pay toLandlord, within 30 days after demand, for such reservation of condenser water, an amount equal Landlord’s then established charges therefor, which charges as ofthe date hereof are $850 per ton reserved per annum and shall be subject to increase to the extent of any actual increase in the cost to Landlord of providing suchcondenser water. Subject to Laws and Landlord’s approval of Tenant’s plans therefor, Tenant shall have the right, at Tenant sole cost and expense, to redistributethe condenser water furnished on each floor of the Premises throughout the Premises (it being agreed that condenser water is being allocated on the basis of 20 tonsfor the 37th Floor Premises and 10 tons for the 40th Floor Premises); provided, that if Tenant shall surrender the Premises (or any portion of the Premises prior tosurrendering the entire Premises, including without limitation the 40th Floor Premises on the 40th Floor Expiration Date), Tenant shall perform any work requiredprior to such surrender (or such partial surrender) so that the condenser water capacity stated in this Section 3.01(f) is restored to the Premises (or the surrenderedportion of the Premises); - 26 -  (g) (i) security in accordance with Exhibit L attached hereto; provided , that, except to the extent due to Landlord’snegligence or willful misconduct, Landlord shall have no responsibility to prevent, and Landlord shall have no liability to Tenant (or anyone claiming through orunder Tenant) for loss to Tenant (or such other person) or their agents, contractors, employees, invitees, or licensees, arising out of theft, burglary or damage orinjury to persons or property caused by persons gaining access to the Building or other causes; (ii) Tenant shall have the right, at Tenant’s sole cost and expense, to install a security system (which may be, at Tenant’soption, a key-card access system) in the Premises; provided that Tenant shall provide Landlord’s security personnel with any key-cards, information orother items required to access the Premises in accordance with the provisions of Section 4.04(d) . If Tenant desires to install a security system in thePremises that is compatible with the Building security system so as to enable individuals to utilize a single security/access card to access both the groundfloor elevator lobby serving the Premises and the Premises, Landlord shall reasonably cooperate with Tenant, at Tenant’s sole cost and expense, withrespect to Tenant’s installation and maintenance of such compatible security system; (iii) Landlord shall provide access cards for entry to the ground floor elevator lobby serving the Premises and Tenant shallpay to Landlord, within 30 days after demand therefor, Landlord’s established charges therefor. Notwithstanding the foregoing, Landlord shall provide,without charge, 1 such access card for each employee of Tenant with a place of work in the Premises as of the date that Tenant first occupies the Premisesfor the conduct of Tenant’s business; (h) Landlord shall operate (or cause an outside contractor to operate) a messenger center for the Building (the “ Messenger Center”). The service to be provided by the Messenger Center from time to time, the manner in which such services are provided from time to time and hours of operationobserved from time to time (the “ Messenger Center Services ”) shall comply with all applicable Laws and shall be reasonably formulated by Landlord with a viewtoward the security protocols for the Building. Tenant shall, throughout the Term, use, in common with Landlord and other tenants and occupants of the Building,the Messenger Center and the Messenger Center Services. Landlord shall have the right, from time to time, to make such modifications to the Messenger CenterServices as it deems reasonably necessary, taking into account requirements of applicable Laws and the security of the Building and its tenants and otheroccupants. Landlord reserves the right to reconfigure or relocate the Messenger Center. Landlord shall have no liability to Tenant for accepting or failing to acceptor for providing or not providing or for requesting or failing to request receipts or evidence of delivery for any mail or packages or for the handling of, or damageto, such mail or packages absent the gross negligence or willful misconduct of Landlord. The cost of maintaining the Messenger Center and Messenger CenterServices shall be an Operating Expense under this Lease; - 27 -  (i) intentionally omitted; (j) subject to Landlord’s security procedures and the provisions of this Lease, access to the Premises 24 hours per day, 7 days perweek except in cases of emergency; (k) operation, maintenance and repair of the public and common areas of the Building and of the systems and equipment servingthe Building, and the provision of services required hereunder, in a manner consistent with standards maintained in First Class Office Buildings (it beingunderstood that any specifications for the provision of services required hereunder included in this Lease or the exhibits attached hereto shall be deemed to meetsuch standards); provided, that Landlord’s obligations under this Section 3.01(k) shall be limited to areas of, and systems and equipment within, the Buildingwhich Tenant is entitled to use or which otherwise serve the Premises and Landlord shall have no liability to Tenant for any failure to maintain such standardsexcept to the extent such failure adversely affects Tenant’s use and enjoyment of the Premises; (l) emergency power through the emergency generator(s) for the Building sufficient to make operational all base building systemsserving the Premises which are required by applicable Laws to be operational for emergency power, including exit lights and egress illumination, fire pumps,smoke exhaust systems, stair pressurization and the fire alarm system; (m) water pressure and reserve capacity to the fire sprinkler system serving the Premises at the levels required pursuant to theBuilding Code for the City of New York; and (n) a fire alarm and life safety system, including a “DGP” on the 38th floor of the Building for Tenant’s connections to such lifesafety system. - 28 -  3.02 General Service Provisions . (a) Subject to the provisions hereinafter set forth, Landlord may stop or interrupt any Landlord Service,electricity, or other service and may stop or interrupt the use of any facilities and systems at such times as may be necessary and for as long as may reasonably berequired by reason of accidents, strikes, or the making of repairs, alterations or improvements or the performance of maintenance, or inability to secure a propersupply of fuel, gas, steam, water, electricity, labor or supplies, or by reason of any other cause beyond the reasonable control of Landlord. Landlord may modifythe delivery and scope of any services if required by reason of any Laws. Landlord shall have no liability to Tenant by reason of any stoppage, interruption ormodification of any Landlord Service, electricity or other service or the use of any facilities and systems for any reason except as otherwise expressly provided inSection 3.02(d) . Landlord shall use reasonable diligence (which shall not include incurring overtime charges) to make such repairs as may be required tomachinery or equipment within Landlord’s control to provide restoration of any Landlord Service and, where the cessation or interruption of such Landlord Servicehas occurred due to circumstances or conditions beyond Landlord’s control, to cause the same to be restored by diligent application or request to the provider;provided, however, that Landlord, at its expense (subject to reimbursement through Operating Expenses in accordance with the terms of this Lease, so that, forexample, if same is a capital expenditure, it shall be amortized in accordance with the terms of Section 2.07(d) ), shall employ contractors or labor at overtime ratesif necessary to remedy any condition that either (i) results in a denial of reasonable access to the Premises or (ii) is required to respond to an emergency involvingimminent threat to life or property. In all other cases, at Tenant’s written request, Landlord shall employ contractors or labor at overtime rates and incur any otherovertime costs or expenses in making any repairs, alterations, additions or improvements, provided Tenant shall pay to Landlord, as Additional Charges, within 30days after demand, an amount equal to the excess of (a) the overtime rates, including all fringe benefits and other elements of such pay rates, over (b) the regularpay rates for such labor, including all fringe benefits and other elements of such pay rates. Notwithstanding the foregoing, any such work that unreasonably andmaterially interferes with Tenant’s business operations in the Premises and that would customarily be performed after Business Hours or on non-Business Days bylandlords of First Class Office Buildings shall be performed after Business Hours or on non-Business Days at no cost to Tenant (subject to reimbursement throughOperating Expenses in accordance with the terms of this Lease). In making any repairs, alterations, additions or improvements, Landlord shall use commerciallyreasonable efforts to cause its contractors or labor to cover and secure such repair areas and equipment in such a manner to minimize interference with Tenant’sbusiness operations during Business Hours. If more than one occupant of the Building, including Tenant, is chargeable by Landlord for the same overtime costsand expenses relating to the same work for which Tenant is chargeable, then Tenant shall only be charged for a proportionate share of such overtime costs andexpenses, which apportionment shall be based on the amount of overtime work requested by such parties. (b) Without limiting any of Landlord’s other rights and remedies, if Tenant shall be in default beyond any applicable notice andgrace period, Landlord shall not be obligated to furnish to the Premises any service outside of Business Hours on Business Days, and Landlord shall have noliability to Tenant by reason of any failure to provide, or discontinuance of, any such service; provided, that if Tenant shall tender full payment in advance, bycertified or bank check or by wire transfer of immediately available funds, for any such service, then Landlord shall furnish such service to the Premises inaccordance with the provisions of this Article 3 . (c) “ Business Hours ” means 8:00 a.m. to 6:00 p.m. on Business Days and 9:00 a.m. to 1:00 p.m. on Saturdays. “ Business Days ”means all days except (a) Saturdays, (b) Sundays and (c) Holidays. “ Holidays ” means New Year’s Day, Martin Luther King, Jr.’s Birthday, President’s Day,Memorial Day, Independence Day, Labor Day, Columbus Day, Thanksgiving, Christmas and any other days which are either (i) observed by both the federal andthe state governments as legal holidays or (ii) designated as a holiday by the Building Service Union Employee Service contract. - 29 -  (d) If without the fault or neglect of Tenant or any person claiming through or under Tenant, any Substantial Portion of thePremises is rendered Untenantable for a period of 5 consecutive Business Days after Tenant shall have notified Landlord of such Untenantability, by reason of anystoppage or interruption of any Landlord Service due to a default by Landlord in the performance of any obligation of Landlord pursuant to the provisions of thisLease, then, as Tenant’s sole and exclusive remedy, for the period commencing on the 6 th Business Day after Tenant’s giving notice to Landlord that suchSubstantial Portion of the Premises is so Untenantable until such Substantial Portion of the Premises is no longer Untenantable for such reason, Fixed Rent andAdditional Charges shall be appropriately abated with respect only to such Substantial Portion. “ Untenantable ” means that Tenant shall be unable to use thePremises or the applicable portion thereof for general, administrative or executive office uses (including due to lack of access through the elevators serving thePremises), and shall not be using the Premises for any use. “ Substantial Portion ” shall mean any portion of the Premises consisting of 10,000 or more contiguousrentable square feet. (e) No normally operating equipment installed by Landlord shall generate an ambient noise level in excess of NC-35 within thePremises (except within 10’-0’’ of any fan rooms or other mechanical equipment room in the Premises where it will not exceed NC-40); provided that Landlordshall have no responsibility for noise resulting from Tenant’s Alterations, installations or equipment. 3.03 Landlord’s Contribution . (a) Landlord shall reimburse Tenant (or, at Tenant’s request, pay directly to Tenant’s general contractoror construction manager) for costs incurred by Tenant for Tenant’s Initial Work performed within 3 years after the Commencement Date (the “ WorkReimbursement Period ”) up to (and in no event in excess of) an amount (the “ Work Allowance ”) equal to $125.00 per rentable square foot of the Premisesinitially demised under this Lease, upon the following terms and conditions: (A) The Work Allowance shall be payable to Tenant (or to Tenant’s general contractor or construction manager, as directed byTenant) in installments as Tenant’s Initial Work progresses, but in no event more frequently than monthly. Installments of the Work Allowanceshall be payable by Landlord within 30 days following Tenant’s satisfaction of (or substantial compliance to Landlord’s reasonable satisfactionwith) each of the conditions required for disbursement set forth in this Section 3.03(a) , it being understood that minor or insubstantial deviationsfrom any documentary requirements included in said conditions that are otherwise reasonably satisfactory to Landlord shall not result in awithholding of the installment of the Work Allowance requested by Tenant. - 30 -  (B) Prior to the payment of any installment, Tenant shall deliver to Landlord a request for disbursement (each being hereinaftercalled a “ Tenant Requisition ”), which shall be accompanied by (1) invoices for Tenant’s Initial Work performed or incurred since the lastTenant Requisition and disbursement of the Work Allowance, (2) a certificate signed by Tenant’s architect and an officer of Tenant certifyingthat to such architect’s and officer’s knowledge, Tenant’s Initial Work and services represented by the aforesaid invoices have been satisfactorilycompleted in substantial accordance with the plans and specifications therefor approved by Landlord to the date of such certification, and havenot been the subject of a prior disbursement of the Work Allowance, and (3) lien waivers by architects, contractors, subcontractors and allmaterialmen for all such work and services (it being understood and agreed that conditional lien waivers shall be delivered for work which is thesubject of Tenant Requisition in question and unconditional lien waivers shall be delivered for all completed work which was the subject of theprevious Tenant Requisition). If any matter concerning a Tenant Requisition is disputed by Landlord, any undisputed portion thereof shall befunded by Landlord without limiting Landlord’s rights to dispute the disputed portion, and such dispute with respect to such disputed portionshall be resolved by arbitration in accordance with the provisions of Section 8.09 . Each installment payment of the Work Allowance shall belimited to an amount equal to the amount requested by Tenant pursuant to clause (1) of this paragraph. In addition, if the amount requested byTenant does not already reflect the Minimum Retainage against the amount requested by the applicable contractor or subcontractor, thenLandlord shall be permitted to retain from each disbursement an amount equal to the Minimum Retainage of the amount requested to bedisbursed by Tenant. “Minimum Retainage” means (1) 10% until at least 50% of Tenant’s Initial Work is substantially complete and paid forand (2) 5% thereafter. (C) Tenant is not then in default under this Lease. (D) In no event shall more than 15% of the Work Allowance be made available to Tenant for Tenant’s soft costs of construction(including, without limitation, filing and permit fees and expenses, architecture, engineering and other consulting fees and expenses and movingexpenses). (b) “ Tenant’s Initial Work ” means the alterations, installations and improvements to be performed by Tenant in the Premises toprepare the same for initial occupancy thereof. Landlord and Tenant each acknowledge and agree that Landlord has engaged Spector Group, Lilker and HDLC inconnection with Tenant’s Initial Work. Landlord shall directly pay the costs of such contractors and any other architects, engineers, expeditors, consultants andcontractors mutually agreed by Landlord and Tenant to be hired by Landlord in connection with Tenant’s Initial Work and Tenant shall reimburse Landlord for anysuch actual out-of-pocket costs and expenses incurred by Landlord in connection therewith; it being agreed that Landlord shall directly pay the costs of any suchcontractors, architects, engineers, expeditors, consultants and contractors and any other costs and expenses that Tenant is expressly required to reimburse Landlordfor hereunder in connection with Tenant’s Initial Work (e.g., overtime freight elevator charges and any temporary water, power, heat and air and connections underSection 4.01(c)(v) ) from the Work Allowance. The Work Allowance shall not be utilized by Tenant to purchase any furniture for the Premises or for anyaudio/video work performed by Tenant in connection with Tenant’s Initial Work. - 31 -  (c) The right to receive reimbursement for the cost of Tenant’s Initial Work as set forth in this Section 3.03 shall be for theexclusive benefit of Tenant, it being the express intent of the parties hereto that in no event shall such right be conferred upon or for the benefit of any third party,including, without limitation, any contractor, subcontractor, materialman, laborer, architect, engineer, attorney or any other person, firm or entity. Without in anyway limiting the provisions of Section 6.12(b) , Tenant shall indemnify and hold harmless each Landlord Indemnified Party from and against any and all liability,damages, claims, costs or expenses arising out of or relating to Landlord’s payment of any installment of the Work Allowance directly to Tenant’s generalcontractor or construction manager, together with all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceedingbrought thereon, including, without limitation, all reasonable attorneys’ fees and expenses. (d) Tenant shall not be entitled to deliver a Tenant Requisition for a disbursement of any portion of the Work Allowance later thanthe date that is 60 days after the last day of the Work Reimbursement Period (the “ Outside Requisition Date ”) and if Tenant shall fail to deliver a TenantRequisition for a disbursement in connection with any Tenant’s Initial Work by the Outside Requisition Date, then Tenant shall waive Tenant’s right to receive anypayment in connection therewith. (e) If Tenant satisfies all of the conditions to payment of the Work Allowance in accordance with this Section 3.03 and Landlordfails to pay to Tenant any amount of the Work Allowance (subject to Landlord’s right to directly pay certain costs to be reimbursed by Tenant to Landlord from theWork Allowance as more particularly described in Section 3.03(b) above) on or before the date on which the same is due and payable to Tenant under this Section3.03 , and provided that such failure continues for 30 days after Tenant notifies Landlord of such failure (which notice shall contain a legend in not less than 14point font bold upper case letters as follows: “ THIS IS A NOTICE OF A CLAIMED OFFSET RIGHT GIVEN IN ACCORDANCE WITH SECTION3.03(e) OF THE LEASE ”), then, subject to the further provisions of this Section 3.03(e) , Tenant may set off such amount against the next installments of Rentcoming due under this Lease. Landlord shall have the right within such 30-day period to deliver written notice to Tenant that Landlord disputes, in good faith,Tenant’s entitlement to the amount claimed by Tenant, together with a reasonably detailed explanation of the reasons therefor, it being agreed that if Landlordtimely delivers such written notice, then Tenant shall not have the right to set off such amounts until the dispute is resolved in accordance with the furtherprovisions of this Section 3.03(e) . If Landlord fails to deliver such written notice to Tenant within such 30-day period, Landlord shall be deemed to have acceptedTenant’s entitlement to the amount claimed by Tenant. In the event Landlord does deliver such written notice to Tenant within such 30-day period as providedabove, the parties shall, in good faith, resolve such dispute(s) in a timely manner. Either party may submit any such dispute that remains unresolved for more than30 days to arbitration in accordance with the provisions of Section 8.09 . Any other dispute with respect to the payment of the Work Allowance shall also beresolved by arbitration in accordance with the provisions of Section 8.09 . If any such dispute is resolved in favor of Tenant, then the amount in dispute shall bepaid to Tenant within 10 days after the determination of the arbitrator, failing which Tenant may give to Landlord 5 Business Days notice of Tenant’s intent tooffset the amount due to Tenant against the next installments of Rent due under this Lease (which notice shall contain a legend in not less than 14 point font boldupper case letters as follows: “ THIS IS A NOTICE OF A CLAIMED OFFSET RIGHT GIVEN IN ACCORDANCE WITH SECTION 3.03(e) OF THELEASE ”) and if Landlord does not, within such 5 Business Day period, pay such amount to Tenant, then Tenant may set off such amount against the nextinstallments of Rent coming due under this Lease. - 32 -  3.04 Governmental Incentives . Landlord shall cooperate in all reasonable respects with Tenant’s efforts to obtain any availablegovernmental and quasi-governmental benefits, incentives or entitlements; provided, that (i) such efforts shall not adversely affect the ability or eligibility ofLandlord or other tenants or occupants of the Building and (ii) Tenant shall, within 30 days after receipt of each of Landlord’s invoices therefor, reimburseLandlord for the actual out-of-pocket costs incurred by Landlord in connection with such cooperation. In no event shall Landlord have any liability, nor shallTenant’s obligations under this Lease be affected, in the event that Tenant shall not obtain any particular governmental or quasi-governmental benefits, incentivesor entitlements. ARTICLE 4 Leasehold Improvements; Tenant Covenants 4.01 Initial Improvements . (a) Landlord’s Work . (i) Prior to the date hereof, Tenant acknowledges and agrees that Landlord performedor caused to be performed the work required to satisfy the Delivery Condition. Landlord, at Landlord’s expense, shall perform or cause to be performed the workrequired to satisfy the Post Delivery Condition. The “ Delivery Condition ” means the condition of the Premises which satisfies the criteria set forth on Exhibit E-1attached hereto. The portion of Landlord’s Work described on Exhibit E-1 attached hereto is referred to as “ Landlord’s Turnover Work ”. The “ Post DeliveryCondition ” means the condition of the Premises which satisfies the criteria set forth on Exhibit E-2 attached hereto. The portion of Landlord’s Work described onExhibit E-2 attached hereto is referred to as “ Landlord’s Post Turnover Work ”. Landlord’s Turnover Work and Landlord’s Post Turnover Work, collectively orindividually, as the context requires, is referred to as “ Landlord’s Work ”. (ii) “ Substantial Completion ” or “ Substantially Complete ” means that the work in question has been completed, or would havebeen completed but for any Tenant Delay, except for (a) minor or insubstantial details of construction, decoration and mechanical adjustments, the non-completionof which will not materially and adversely interfere with Tenant’s performance of Tenant’s Work and (b) any work which, in accordance with good constructionpractice, should be completed after the completion of other work to be performed by Tenant (the items described in clauses (a) and (b) are, collectively, the “Punch List Items ”). (iii) “ Tenant Delay ” means any actual delay which Landlord may encounter in the performance of Landlord’s Post TurnoverWork or other obligations of Landlord under this Lease by reason of any act, negligence, failure to act (where the provisions of this Lease or Laws impose a duty toact) or omission of Tenant or any Tenant’s Contractors or any of such parties’ agents, employees or contractors, including, without limitation, delays due tochanges in or additions to Landlord’s Work requested by Tenant, delays by Tenant in submission of information or giving authorizations or approvals or delaysdue to the postponement of any Landlord’s Work at the request of Tenant; provided however, that all simultaneous delays which constitute a Tenant Delayhereunder shall be deemed to run concurrently and not consecutively and shall not be “double” counted. Tenant shall pay to Landlord any additional costs orexpenses actually incurred by Landlord by reason of any Tenant Delay. Notwithstanding anything to the contrary contained in this Agreement, except to the extentTenant has (or is deemed to have) knowledge of a Tenant Delay as evidenced by job minutes, correspondence (which may be via email), memoranda or otherwritings furnished to or issued by Tenant (which job minutes, correspondence, memoranda or other writings specifically refer to such circumstances giving rise toa Tenant Delay and to the fact of a Tenant Delay), Landlord shall notify Tenant of any Tenant Delay within 5 Business Days after Landlord actually becomesaware of such Tenant Delay (and such notice shall specify in reasonable detail the cause of the delay), failing which such delay shall constitute a Tenant Delay onlyfrom and after the date Landlord notifies Tenant thereof. In addition and notwithstanding any other provision of this Lease to the contrary, in the event of anysimultaneous occurrence of Tenant Delay and Unavoidable Delay, for the duration of any such simultaneous occurrence such Tenant Delay shall be deemed to beUnavoidable Delay; provided, that Landlord does not incur any additional costs or expenses by reason of such Tenant Delay that Landlord would not haveotherwise incurred as a result of such simultaneous Unavoidable Delay. - 33 -  (iv) When Landlord believes that Landlord’s Post Turnover Work (or any item thereof set forth on Exhibit E-2 attachedhereto), as applicable, is, or is about to be, Substantially Complete, Landlord shall deliver a notice to Tenant (a “ Substantial Completion Notice ”) stating thatLandlord believes that such applicable portion of Landlord’s Post Turnover Work is, or is about to be, Substantially Complete, and setting forth a date (the “ Walk-Through Date ”), not less than 5 Business Days after the giving of such notice, for the parties to conduct a joint inspection of such portion of Landlord’s PostTurnover Work. On the Walk-Through Date, Landlord and Tenant and their respective consultants shall jointly inspect such portion of Landlord’s Post TurnoverWork to determine if such portion of Landlord’s Post Turnover Work is Substantially Complete. Within 3 Business Days after such walk-through, Tenant shalldeliver a written notice to Landlord (the “ Tenant Inspection Notice ”), which notice shall either (x) confirm Tenant’s agreement that Landlord’s Post TurnoverWork (or such portion thereof) is Substantially Complete and specify in reasonable detail any Punch List Items yet to be completed, or (y) dispute the occurrenceof Substantial Completion of Landlord’s Post Turnover Work, specifying in reasonable detail all items of work asserted to be incomplete which result inLandlord’s Post Turnover Work not being Substantially Complete (provided that the mere fact that Tenant concludes that Substantial Completion has not occurredshall not mean that Substantial Completion has not occurred). If, in the Tenant Inspection Notice, (i) Tenant concurs that Landlord’s Post Turnover Work isSubstantially Complete, Tenant shall be deemed to have accepted Landlord’s Post Turnover Work and Landlord shall have no further obligation to perform anywork, supply any materials, or make any alterations or improvements to prepare the Premises for Tenant’s occupancy, subject to Landlord’s completion of anyPunch-List Items, which Landlord shall proceed with reasonable diligence to complete and any Latent Defects, which Landlord shall proceed with reasonablediligence to remedy in accordance with the further provisions of this Section 4.01(a)(iv) , or (ii) Tenant concludes that Landlord’s Post Turnover Work is notSubstantially Complete, Tenant shall be deemed to concur that any item of work not specified and listed as incomplete in the Tenant Inspection Notice iscompleted for all purposes of this Section 4.01 and this Lease. If Tenant fails to appear on the Walk-Through Date, or if the parties conduct a joint inspection ofLandlord’s Post Turnover Work and Tenant fails within two (2) Business Days after such inspection to deliver to Landlord the Tenant Inspection Notice containingthe information required pursuant to clauses (x) or (y) of this Section 4.01(a)(iv)(2) (as applicable), then in either such case Tenant shall be deemed to haveconcurred that Landlord’s Post Turnover Work has been fully completed as of the date set forth as the date of Substantial Completion in the SubstantialCompletion Notice and Tenant shall be deemed to have accepted delivery of possession of the Premises and Landlord’s Post Turnover Work therein and Landlordshall have no further obligation to perform any work, supply any materials, or make any alterations or improvements to prepare the Premises for Tenant’soccupancy. For the purposes of this Lease, “ Latent Defects ” shall mean defects in the construction of Landlord’s Work that are not observable by visibleinspection at the time the Punch List is prepared. Landlord shall remedy any Latent Defects in Landlord’s Work affecting the Premises of which Tenant notifiesLandlord within the Warranty Period for the relevant item of work. Landlord shall commence to perform such work promptly following such notice from Tenantand shall thereafter diligently perform the same. “ Warranty Period ” means, with respect to any item of work, the period for which such item is covered by anywarranty Landlord receives from a contractor or subcontractor. Landlord agrees that each contract with contractor(s) and subcontractor(s) for all items ofLandlord’s Work shall contain customary warranties with respect to the applicable item of work consistent with good construction practice. - 34 -  (b) Intentionally omitted . (c) Tenant’s Initial Work . (i) Tenant’s Initial Work shall constitute an Alteration and shall be subject to all provisions ofthis Lease applicable to Alterations, including, without limitation, the provisions of Section 4.02 . In addition to such provisions relating to all Alterations, theprovisions of this Section 4.01(c) shall apply to Tenant’s Initial Work. Notwithstanding anything to the contrary contained herein, all unit sizes, materials, finishesand specifications in respect of Tenant’s Initial Work shall be subject to Landlord’s approval (such approval not to be unreasonably withheld, conditioned, ordelayed so long as such unit sizes, materials, finishes and specifications are consistent with the Building standards). (ii) Tenant shall cause Tenant’s Contractors to perform Tenant's Initial Work in a manner that does not interfere with,impede or adversely affect (including due to the impact of noise, smoke or pollutants) (i) the performance of the Base Building Work, (ii) the performanceof construction by or on behalf of other tenants and occupants or (iii) from and after the date the first tenant or occupant of the Building occupies anyportion of its premises for the normal conduct of its business, the use and enjoyment of any tenant or occupant of the Building of its premises or access toits premises or any common areas which such tenant or occupant is entitled to use or access. Tenant shall take all reasonable steps requested by Landlordto protect the Base Building Work from and against damage arising out of the performance of Tenant's Initial Work. - 35 -  (iii) Subject to the terms and conditions of this Section 4.01(c) , Tenant acknowledges that Landlord and Landlord’scontractors shall have priority (with respect to use of facilities, access to Building areas, use of the hoist(s) and elevators, etc.) at all times over Tenant’sContractors. Notwithstanding the preceding sentence, Landlord shall use reasonable efforts to accommodate Tenant’s Contractors so long as the samedoes not interfere with the performance of the Base Building Work or work performed by or on behalf of any existing or future tenants or occupants of theBuilding; provided, that Landlord agrees to reasonably cooperate with Tenant in order to provide Tenant with reasonably adequate freight elevator serviceto the Premises during the performance of Tenant’s Initial Work. Landlord and Tenant agree to reasonably cooperate and discuss such elevator servicesand Landlord and Tenant agree that Tenant shall have the right to a pro rata allocation of usage of the freight elevators during Business Hours on BusinessDays, subject to Landlord’s absolute priority in using the freight elevators for the performance of the Base Building Work during Business Hours onBusiness Days. Tenant shall also have the right to a pro rata allocation of reserved usage of the freight elevators for such deliveries on a “first to reserve”basis during times other than Business Hours on Business Days. Notwithstanding anything to the contrary contained herein, access to the freight elevatorsfor deliveries of materials and equipment shall be during non-Business Hours and all such usage of the freight elevators shall be subject to Landlord’snon-discriminatory procedures for the allocation or reservation of use of the freight elevators. So long as Landlord is operating the freight elevators duringBusiness Hours on Business Days, Tenant’s use of such freight elevators during Business Hours on Business Days shall be at no cost to Tenant. IfLandlord is no longer operating one or more of the freight elevators, Tenant may use such freight elevator during Business Hours and on Business Days atTenant’s cost (as prorated among the tenants if more than one tenant is using the freight elevators at a particular time), subject to Tenant’s right to up to50 overtime hours in the aggregate of freight elevator and loading dock service at no charge as more particularly described in Section 3.01(b)(ii) . Tenantshall pay for the use of the freight elevators at the rates set forth on Exhibit H plus any additional standby time required in connection with such use byTenant at Landlord’s actual cost therefor plus a Landlord fee and overhead charge of 5% of such additional standby costs. Tenant shall pay itsproportionate share of the cost (as prorated among the tenants and/or Landlord if more than one tenant and/or Landlord is using the freight elevator at aparticular time) of any use of the freight elevators during times other than Business Hours on Business Days. (iv) In performing Tenant’s Initial Work, Tenant shall comply with all reasonable procedures prescribed by Landlord forthe coordination of Tenant’s Initial Work with the Base Building Work and any other work in the Building; provided that such procedures shall not beapplied in a discriminatory manner. Without limiting the generality of the provisions of Section 4.01(c)(i) , the provisions of Section 4.02(e) shall applywith respect to the performance of Tenant’s Initial Work. Tenant shall ensure that Tenant’s Initial Work shall be performed in a manner which shall notcreate a labor dispute. Tenant shall immediately stop performing Tenant’s Initial Work if Landlord notifies Tenant that continuing such work has created,or would create, a labor dispute. - 36 -  (v) Landlord shall provide, and Tenant shall make arrangements with Landlord for, temporary water, power, heat and airand connections therefor during the period when Tenant's Initial Work is being constructed, and Tenant shall pay any costs actually incurred by Landlordby reason of Tenant’s use of any thereof in connection with the performance of Tenant's Initial Work or otherwise until such time as Landlord is toprovide such services pursuant to Section 3.01 . The foregoing costs actually incurred by Landlord shall either be based on submeters measuring Tenant’suse of such services or shall be reasonably determined by Landlord based on Tenant’s pro-rata share of the use of such services based on the total squarefootage of construction being undertaken by Tenant at the Building versus the total square footage of all construction being undertaken at the Building.Tenant shall be responsible, at Tenant’s sole cost and expense, for the removal of trash and construction debris resulting from the construction of Tenant’sInitial Work. To the extent not otherwise covered herein, Tenant shall pay to Landlord the incremental cost of General Conditions to the extentattributable to the performance of Tenant's Initial Work, including, without limitation, the use of the loading docks and elevators as more particularlydescribed in Section 4.01(c)(iii) above. “ General Conditions ” means, without limitation, the actual cost of field labor, field supervision, cleanup, removalof waste and debris, protection of work in progress or completed, insurance and security with respect to the Project, maintenance and operation oftemporary facilities and services, construction barricades, ventilation, taxes, operation of loading docks, elevator operators, teamsters, master mechanic(s),maintenance mechanic(s), teamster foreman, and other support and security personnel, permit and similar fees and other out-of-pocket expenses incurredin connection therewith and similar costs included in general conditions in accordance with good construction practice in New York City. If more thanone tenant of the Building is performing Alterations at the same time then any incremental additional General Conditions incurred by landlord shall beequitably apportioned among all such Tenants without duplication. Tenant shall pay all reasonable incremental costs incurred by Landlord by reason ofTenant’s use of the loading docks and freight elevators as more particularly described in Section 4.01(c)(iii) above. All amounts payable by Tenant underthis Section 4.01(c)(v) shall constitute Additional Charges and shall be paid by Tenant to Landlord within 30 days of Tenant’s receipt from Landlord of aninvoice and reasonable back-up documentation therefor. (vi) If Landlord incurs any incremental costs due to any delay in the performance or completion of the Base BuildingWork which delay results from any Tenant Delay, Tenant shall pay such costs to Landlord within 30 days after receipt of an invoice and reasonablesupporting documentation therefor. If more than one tenant of the Building is performing Alterations at the same time then any incremental additionalGeneral Conditions incurred by Landlord shall be equitably apportioned among all such tenants without duplication. (d) Violations . (i) From and after the Effective Date, in the event that Tenant is unable to obtain any building permits or otherpermits, approvals, certificates or sign-offs from any governmental authority required for the performance of Tenant’s Initial Work or the legal occupancy byTenant of the Premises for the purposes expressly permitted under this Lease and to the extent such failure results from the existence of any violations of Lawaffecting the Building resulting from the performance of any work by Landlord (“ Violations ”), but specifically excluding any violations caused by or resultingfrom the action(s) or failure(s) to act of Tenant, Tenant’s contractors or any Tenant Indemnified Party or any other tenant, then following written notice thereoffrom Tenant, Landlord shall proceed reasonably diligently and in good faith to cure and cause each such Violation to be discharged of record. If there is anyviolation caused by the acts or omissions of other tenants or occupants of the Building, Landlord will use commercially reasonable efforts to cause such tenant oroccupant to comply with the provisions of its lease but Landlord shall not be required to institute litigation, arbitration or any other proceeding against such tenantor occupant of the Building, send a default notice, seek to terminate any lease or incur any expenses (other than de minimis expenses) in connection therewith. - 37 -  (ii) Intentionally omitted. (iii) Subject to the provisions of this Section 4.01(d) , if Tenant is unable to perform Tenant’s Initial Work or open for theconduct of business solely as a result of any Violation, and (1) Landlord fails to cure such Violation within 10 days (or within 20 days if such Violation is not onewhich is reasonably susceptible of cure and removal of record within such 10 day period) after notice thereof from Tenant indicating the specific Violation,together with reasonable evidence demonstrating that such Violation is the sole reason Tenant is unable to perform Tenant’s Initial Work or open for the conduct ofbusiness and (2) Landlord does not dispute, in good faith, such determination by Tenant (or, if Landlord does dispute such determination, and Tenant’s position insuch dispute ultimately prevails), then the Rent Commencement Date shall be extended 1 day for each day such inability continues until the earlier to occur of (x)such Violation is cured and (y) the date Tenant is able to perform Tenant’s Initial Work or open for the conduct of business. (iv) Intentionally omitted. (e) Any dispute between Landlord and Tenant arising under this Section 4.01 shall be resolved by arbitration conducted inaccordance with the provisions of Section 8.09 . 4.02 Alterations . (a) Except as hereinafter expressly provided, Tenant shall make no improvements, changes or alterations in or to thePremises (“ Alterations ”) without Landlord’s prior approval, which approval shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding theforegoing, Landlord’s approval shall not be required for (x) minor Alterations which are purely decorative in nature such as wallpapering, millwork, painting andcarpeting (collectively, “ Decorative Alterations ”) and (y) Non-Material Alterations; provided, that (A) with respect to Decorative Alterations and Non-MaterialAlterations, Tenant shall deliver notice thereof to Landlord at least 10 Business Days prior to the commencement thereof, including detailed plans andspecifications for any Non-Material Alteration (except to the extent the relevant Non-Material Alteration is of such a minor nature that it would not be customaryindustry practice for landlords of First Class Office Buildings to require their tenants to prepare plans and/or specifications for such work) and (B) Tenant shalladhere to the other applicable requirements of this Section 4.02 . “ Non-Material Alteration ” means Alterations that (i) are limited to the interior of the Premisesand do not affect the exterior (including the appearance) of the Building or any portion thereof, (ii) are not structural and do not adversely affect the strength of theBuilding or any portion thereof, (iii) do not affect the usage or the functioning of any of the Building systems, (iv) do not affect other tenants or occupants of theBuilding, (v) do not require a change to the Building’s certificate of occupancy, (vi) do not require a permit from the New York City Department of Buildings and(vii) do not exceed the Non-Material Alterations Cap. The “ Non-Material Alterations Cap ” means an aggregate of $100,000 per full floor of the Premises for allNon-Material Alterations performed by Tenant in any rolling 12-month period, Subject to CPI Increases (as hereinafter defined). - 38 -  (b) Tenant, in connection with any Alteration, shall comply with the Rules and Regulations, the Tenant Design Standards annexedhereto as Exhibit I-1 and the Construction Rules annexed hereto as Exhibit I-2 , as such Tenant Design Standards and/or Construction Rules may be amended byLandlord from time to time; provided, that Tenant shall not be bound by any such amendment that (i) imposes, except to a de minimis extent, any new or increasedcosts or financial obligations on Tenant (unless any such cost or financial obligation is the result of compliance with any Laws) or (ii) unreasonably affects theconduct of Tenant’s business in the Premises. Tenant shall not proceed with any Alteration (other than Decorative Alterations) unless and until Landlord approvesTenant’s plans and specifications therefor. In such instances in which Landlord’s approval shall be required with respect to the performance of any Alteration,Landlord shall, within 15 Business Days following receipt of Tenant’s plans for the performance of such Alteration (or (i) with respect to Tenant’s plans for theperformance of Tenant’s Initial Work, within 25 Business Days and (ii) in the event of a resubmission of Tenant’s Plans not involving material changes, within 10Business Days with respect to Tenant’s plans for the performance of Tenant’s Initial Work and within 5 Business Days with respect to Tenant’s plans for theperformance of any other Alteration), advise Tenant of Landlord’s approval or disapproval of such plans or any part thereof. If Landlord shall fail to approve ordisapprove Tenant’s plans or any part thereof within such 15 Business Day period (or such 25 Business Day period for plans for Tenant’s Initial Work or such 10Business Day or 5 Business Day period, as applicable, for resubmissions not involving material changes), Tenant may give to Landlord a notice of such failure,which notice shall contain a legend in not less than 14 point font bold upper case letters as follows: “ FAILURE TO APPROVE OR DISAPPROVETENANT’S PLANS WITHIN 5 BUSINESS DAYS SHALL RESULT IN LANDLORD’S DEEMED APPROVAL OF TENANT’S PLANS ”, and ifLandlord shall fail to approve or disapprove such Tenant’s plans within such 5 Business Day period, Landlord shall be deemed to have approved such plans. IfLandlord shall disapprove such plans (or any part thereof), Landlord shall set forth its reasons for such disapproval in writing and in reasonable detail and identifythose portions of the plans so disapproved. Any review or approval by Landlord of plans and specifications with respect to any Alteration is solely for Landlord’sbenefit, and without any representation or warranty to Tenant with respect to the adequacy, correctness or efficiency thereof, its compliance with Laws orotherwise. (c) Tenant shall pay to Landlord within 30 days following demand Landlord’s reasonable, actual third-party out-of-pocket costsand expenses (including, without limitation, the reasonable fees of any architect or engineer employed by Landlord for such purpose) for reviewing plans andspecifications and inspecting Alterations, in addition to any incremental cost incurred by Landlord as a result of the use of any standby personnel reasonablyrequired as a result of any Alteration. Landlord shall not be entitled to charge (nor shall any Affiliate of Landlord charge) a supervisory or other review fee, exceptas expressly provided in this Lease. - 39 -  (d) Before proceeding with any Alteration (other than Tenant’s Initial Work) that will cost more than $500,000.00, Subject to CPIIncreases (exclusive of the costs of decorating work and items constituting Tenant’s Property), as estimated by a reputable contractor designated by Landlord,Tenant shall furnish to Landlord one of the following (as selected by Tenant): (i) a cash deposit, (ii) a performance bond and a labor and materials payment bond(issued by a corporate surety licensed to do business in New York reasonably satisfactory to Landlord) or (iii) an irrevocable, unconditional, negotiable letter ofcredit, issued by a bank and in a form satisfactory to Landlord; each to be equal to 110% of the cost of the Alteration, estimated as set forth above. Any such letterof credit shall be for one year and shall be renewed by Tenant each and every year until the Alteration in question is completed and shall be delivered to Landlordnot less than 30 days prior to the expiration of the then current letter of credit, failing which Landlord may present the then current letter of credit for payment.Upon (A) the completion of the Alteration in accordance with the terms of this Section 4.02 and (B) the submission to Landlord of (x) proof evidencing thepayment in full for said Alteration and (y) written unconditional lien waivers of mechanics’ liens and other liens on the Project from all contractors performing saidAlteration, the security deposited with Landlord (or the balance of the proceeds thereof, if Landlord has drawn on the same) shall be returned to Tenant. UponTenant’s failure properly to perform, complete and fully pay for any Alteration, as determined by Landlord, Landlord may, upon notice to Tenant, draw on thesecurity deposited under this Section 4.02(d) to the extent Landlord deems necessary in connection with said Alteration, the restoration and/or protection of thePremises or the Project and the payment of any costs, damages or expenses resulting therefrom; provided however that Landlord shall not draw upon such securityif Tenant is then contesting in good faith its obligation to make payment and Tenant has so notified Landlord of same unless Landlord determines in its solediscretion that same is necessary for Landlord to pay any costs or expenses so that Landlord will not be subject to criminal penalty or any other fine or charge or sothat the Premises or any part thereof or the Project, or any part thereof, shall not be subjected to any lien or encumbrance or otherwise adversely affected, by reasonof Tenant’s failure to so properly perform, complete and/or fully pay for such Alteration. Notwithstanding the foregoing, the provisions of this Section 4.02(d)shall not apply with respect to any Alteration by Tenant so long as Tenant is (1) the original named Tenant, (2) an entity created by merger, reorganization orrecapitalization of or with the original named Tenant, (3) a purchaser of all or substantially all of the original named Tenant’s stock or assets or (4) an Affiliate ofthe original named Tenant (each, an “ Intercept Tenant ”). (e) Tenant shall obtain (and furnish copies to Landlord of) all necessary governmental permits and certificates for thecommencement and prosecution of Alterations and for final approval thereof upon completion, and shall cause Alterations to be performed in compliancetherewith, and in compliance with all Laws (including, without limitation, Section 5 of the New York State Lien Law) and with the plans and specificationsapproved by Landlord. At Tenant’s request, Landlord shall execute all required permit forms prior to the submission of plans by Tenant and/or Landlord’s reviewof such plans, but the execution of such forms by Landlord shall not constitute approval of the Alterations in question. Alterations shall be diligently performed in agood and workmanlike manner, using new materials and equipment at least equal in quality and class to the then standards for the Building established byLandlord. Alterations shall be performed by architects, engineers and contractors first approved by Landlord (which approval shall not be unreasonably withheld ordelayed); provided , that any Alterations which involve a connection(s) or a tie-in to the systems of the Building shall be performed only by the contractor(s)designated by Landlord (provided, further, that the charges of such contractor(s) shall be reasonably competitive with the charges of contractor(s) providing similarservices to other First Class Office Buildings). Landlord hereby agrees that the contractors, subcontractors, architects, engineers and/or expeditors listed on ExhibitK attached hereto are hereby approved by Landlord on the date hereof; provided, that Landlord may, from time to time, reasonably remove or add one or morecontractors, subcontractors, architects, engineers and/or expeditors from or to Exhibit K in Landlord’s reasonable discretion. The performance of any Alteration orany other work in the Building shall not be carried out in a manner which would violate the construction rules and regulations set forth in Exhibit I-2 . Tenant shallimmediately stop the performance of any work or service by any party if Landlord notifies Tenant that continuing such performance would violate the constructionrules and regulations set forth in Exhibit I-2 , and Tenant shall not resume the performance of such work or service until such time as the same may be performedin a manner which shall not violate the construction rules and regulations set forth in Exhibit I-2 . - 40 -  (f) Throughout the performance of Alterations, Tenant and Tenant’s Contractors (as defined in Exhibit J ) shall carry insurancemeeting the requirements set forth in Sections (B) and (C) of Exhibit J attached hereto and Section 7.02 of this Lease. Tenant shall furnish Landlord with evidencethat such insurance is in effect no less than 10 days prior to the commencement of any Alterations and, on request, at reasonable intervals thereafter during thecontinuance of Alterations. Tenant shall require that all insurance policies carried by any Tenant’s Contractors include clauses providing that each insuranceunderwriter shall waive all of its rights of recovery by subrogation, or otherwise, against Landlord, The Related Companies, L.P., Oxford Hudson Yards LLC andany of such entities’ officers, agents, or employees. A waiver of subrogation shall be effective as to any individual or entity even if such individual or entity (a)would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium directly or indirectly, and (c) whether or not suchindividual or entity has an insurable interest in the property damaged. In the event that Tenant or any of Tenant’s Contractors fails to maintain the coverages orlimits as required herein, Landlord may obtain such insurance as an agent of such party without prior notice. Any premiums paid by Landlord to effect suchcoverages together with interest thereon at the Interest Rate from the date paid by Landlord until the date reimbursed by Tenant shall be payable by Tenant toLandlord; provided however that to the extent such insurance shall be cancelable, then such premiums shall be pro-rated and reimbursed to the extent funds arereturned to Landlord by the insurance company as soon as Tenant or any of Tenant’s Contractors places the appropriate insurance coverage. (g) Should any mechanics’ or other liens be filed against any portion of the Project by reason of the acts or omissions of, orbecause of a claim against, Tenant or anyone claiming under or through Tenant, Tenant shall cause the same to be canceled or discharged of record by bond orotherwise within 30 days after notice from Landlord. If Tenant shall fail to cancel or discharge said lien or liens within said 30 day period, or if Landlord isrequired to discharge any of said liens prior to the end of said 30 day period pursuant to any Superior Mortgage or Superior Lease, Landlord may cancel ordischarge the same and, upon Landlord’s demand, Tenant shall reimburse Landlord for all actual out-of-pocket costs incurred in canceling or discharging suchliens, together with interest thereon at the Interest Rate from the date incurred by Landlord to the date of payment by Tenant, such reimbursement to be madewithin 30 days after receipt by Tenant of a written statement from Landlord as to the amount of such costs. Tenant shall indemnify and hold Landlord harmlessfrom and against all actual out-of-pocket costs (including, without limitation, reasonable attorneys’ fees and disbursements and costs of suit), losses, liabilities orcauses of action arising out of or relating to any Alteration, including, without limitation, any mechanics’ or other liens asserted in connection with such Alteration. - 41 -  (h) Tenant shall deliver to Landlord, within 30 days after the completion of an Alteration, “as-built” drawings thereof using theAutoCAD Computer Assisted Drafting and Design System, Version 12 or later or such other system or medium as Landlord may accept. During the Term, Tenantshall keep records of Alterations costing in excess of $50,000 including plans and specifications, copies of contracts, invoices, evidence of payment and all otherrecords customarily maintained in the real estate business relating to Alterations and the cost thereof and shall, within 30 days after demand by Landlord, furnish toLandlord copies of such records. (i) All Alterations to and Fixtures installed by Tenant in the Premises shall be fully paid for by Tenant in cash and shall not besubject to conditional bills of sale, chattel mortgages, or other title retention agreements. (j) Landlord designed the Building with the intent of achieving a “Platinum” level LEED certification with respect thereto. AllAlterations shall be designed and performed by Tenant in compliance with the requirements set forth on Exhibit P attached hereto. Landlord shall cooperate withTenant, at no cost to Landlord, by providing to Tenant and Tenant’s consultants any necessary and pertinent documentation reasonably requested by Tenant whichrelates to Building systems, materials, and site characteristics required for Tenant to apply for LEED certification for the Premises. (k) Any dispute between Landlord and Tenant arising under this Section 4.02 shall be resolved by arbitration conducted inaccordance with the provisions of Section 8.09 . 4.03 Landlord’s and Tenant’s Property . (a) Subject to Section 4.03(d) , all fixtures (other than movable trade fixtures constitutingTenant’s Property), equipment (other than movable equipment constituting Tenant’s Property), improvements and appurtenances attached to or built into thePremises, whether or not at the expense of Tenant, and all fixtures, equipment, improvements and appurtenances attached to or built into any other area of theBuilding by or on behalf of Tenant (collectively, “ Fixtures ”), shall be and remain a part of the Building and shall not be removed by Tenant except as expresslyprovided to the contrary in this Lease. All Fixtures shall be the property of Tenant during the Term and, upon expiration or earlier termination of this Lease, unlessexpressly provided otherwise in this Lease, shall become the property of Landlord. (b) All movable partitions, business and trade fixtures, machinery and equipment, and all furniture, furnishings and other articlesof movable personal property owned by Tenant and located in the Premises or elsewhere in the Building (collectively, “ Tenant’s Property ”) shall be and shallremain the property of Tenant and may be removed by Tenant at any time during the Term; provided , that if any Tenant’s Property is removed, Tenant shall repairany damage to the Premises or to the Building resulting from the installation and/or removal thereof. Notwithstanding the foregoing, subject to Section 4.03(d) ,any equipment or other property paid for with any allowance or credit granted by Landlord to Tenant shall not be considered Tenant’s Property and shall be andremain a part of the Premises or such other location in the Building in which such equipment or other property is located, shall, upon the expiration or earliertermination of this Lease, be the property of Landlord and shall not be removed by Tenant. - 42 -  (c) (i) On the 40th Floor Expiration Date, (A) the Lease and the term thereof shall terminate and expire solely with respect tothe 40 th Floor Premises and (B) Tenant shall surrender vacant possession of the 40 th Floor Premises to Landlord, free and clear of all tenancies, broom clean andotherwise in the condition required under this Lease. At or before the 40th Floor Expiration Date, or within 30 days after any earlier termination of this Lease,Tenant, at Tenant’s expense, shall remove Tenant’s Property from the 40th Floor Premises (except such items thereof as Landlord shall have expressly permitted inwriting to remain, which shall become the property of Landlord), and Tenant shall repair any damage to the 40th Floor Premises resulting from any installationand/or removal of Tenant’s Property. Any items of Tenant’s Property which remain in the 40th Floor Premises after the 40th Floor Expiration Date, or more than30 days after an earlier termination of this Lease, may, at the option of Landlord, be deemed to have been abandoned, and may be retained by Landlord asLandlord’s property or disposed of by Landlord, without accountability, in such manner as Landlord shall determine, at Tenant’s expense. (ii) At or before the 37th Floor Expiration Date, or within 30 days after any earlier termination of this Lease, Tenant, atTenant’s expense, shall remove Tenant’s Property from the Building (except such items thereof as Landlord shall have expressly permitted in writing to remain,which shall become the property of Landlord), and Tenant shall repair any damage to the Premises or the Building resulting from any installation and/or removal ofTenant’s Property. Any items of Tenant’s Property which remain in the Building after the 37th Floor Expiration Date, or more than 30 days after an earliertermination of this Lease, may, at the option of Landlord, be deemed to have been abandoned, and may be retained by Landlord as Landlord’s property or disposedof by Landlord, without accountability, in such manner as Landlord shall determine, at Tenant’s expense. (d) Landlord, by notice given to Tenant at any time prior to or within 60 days after each applicable Expiration Date or any earliertermination of this Lease, may require Tenant, notwithstanding Section 4.03(a) , to remove all or any Specialty Installations. If Landlord shall give such notice,then Tenant, at Tenant’s expense, on or prior to the later of (x) the applicable Expiration Date and (y) the date that is 30 days after the giving of such notice byLandlord, shall either (i) remove the Specialty Installations from the applicable Premises and the Building, repair and restore the applicable Premises and theBuilding to the condition existing prior to installation thereof and repair any damage to the applicable Premises or to the Building due to such removal (suchremoval and repair work is collectively hereinafter referred to as the “ Restoration Work ”) or (ii) elect by written notice to Landlord for Landlord to perform theRestoration Work, in which event Tenant shall pay or reimburse Landlord for the costs thereof within 30 days after demand therefor. Notwithstanding theforegoing, Tenant, at the time Tenant submits to Landlord Tenant’s plans and specifications for any Alterations, may request in writing that Landlord specificallyidentify any Specialty Installations shown on Tenant’s plans and specifications which Tenant must remove at the end of the applicable Term (and restore theapplicable Premises and the Building to its condition existing prior to the installation of such Specialty Installations). The term “ Specialty Installations ” shallmean installations consisting of vaults, safes, poured concrete or similar raised flooring, internal staircases, vertical and horizontal risers, dumbwaiters, verticaltransportation systems, roof equipment, supplemental HVAC equipment, kitchen facilities (but not pantry facilities), private bathrooms, other installations whichpenetrate the slabs of the Premises, Alterations which affect the Building’s curtain wall (provided that Restoration Work in connection with any such Alterationsaffecting the Building’s curtain wall shall be performed by Landlord at Tenant’s expense), installations in areas of the Building other than the Premises and anyother installations which are not customary installations for tenants occupying premises comparable to the Premises for general, administrative and executive officeuse as permitted under this Lease. The provisions of this Section 4.03(d) shall survive the expiration or other termination of this Lease. - 43 -  4.04 Access and Changes to Building . (a) Landlord reserves the right, at any time, to make changes in or to the Project as Landlord maydeem necessary or desirable, and Landlord shall have no liability to Tenant therefor, provided any such change does not deprive Tenant of access to the Premisesthrough a Building lobby and the Elevators and does not affect the first-class nature of the Project. Landlord may install and maintain pipes, fans, ducts, wires andconduits within or through the walls, floors or ceilings of the Premises; provided, that the same (i) are installed within the interior of the walls of the Premises orthe floors or ceilings thereof, at Landlord’s sole cost and expense or, if installed adjacent to the interior walls of the Premises or the floors or ceilings of thePremises, if appropriate, shall be located in boxed enclosures and adequately furred and (ii) shall not, except to a de minimis extent, reduce the rentable squarefootage of the Premises or the finished ceiling height, provided, however, that to the extent there are alternative locations for the pipes and conduits outside of thePremises that provide the same service, do not cost more (by more than a de minimis amount, unless Tenant, after being advised of the incremental cost, agrees topay such cost to Landlord) and do not inconvenience or otherwise adversely affect Landlord or other existing or future tenants of the Building, Tenant shall havethe right to require Landlord to use such alternative locations. Landlord shall restore, at Landlord’s cost, to substantially the same condition existing prior to suchwork by Landlord, any damage to any Fixtures or Tenant’s Property caused by the performance of any such installation or maintenance work by Landlord. Inexercising its rights under this Section 4.04 , Landlord shall use reasonable efforts to minimize any interference with Tenant’s use of the Premises for the ordinaryconduct of Tenant’s business (but without any obligation to utilize overtime or premium pay labor except as otherwise provided under Section 3.02(e) , appliedmutatis mutandis ). Tenant shall not have any easement or other right in or to the use of any door or any passage or any concourse or any plaza connecting theBuilding with any other building or to any public conveniences, and the use of such doors, passages, concourses, plazas and conveniences may, without notice toTenant, be regulated or discontinued at any time by Landlord; provided , that Tenant shall at all times have reasonable access to the Premises through the Elevatorsand the applicable Building lobby. (b) Except for the space within the inside surfaces of all walls, hung ceilings, floors, windows and doors bounding the Premises,all of the Building, including, without limitation, exterior Building walls, core corridor walls and doors and any core corridor entrance, any terraces or roofsadjacent to the Premises, and any space in or adjacent to the Premises used for shafts, stacks, pipes, conduits, fan rooms, base building telecommunications ortechnical rooms, electrical closets, ducts, electric or other utilities, sinks or other Building facilities, and the use thereof, as well as access thereto through thePremises, are reserved to Landlord and are not part of the Premises. Landlord reserves the right to change the name or address of the Project or any portion thereofat any time and from time to time. Upon reasonable prior notice to Landlord, Landlord will reasonably cooperate with Tenant (at no cost or liability to Landlord) tocoordinate access to floors immediately above and below the Premises during Tenant’s Initial Work and during the performance of any subsequent Alteration sothat Tenant may perform certain aspects of Tenant’s Initial Work (e.g., installing certain plumbing, duct or cabling work) or such subsequent Alteration, asapplicable. Any such access shall be subject to the express terms and conditions of each tenant’s lease relating to such space immediately above and/or below thePremises and any requirements imposed by any such tenant pursuant to such tenant’s lease in connection with such access and the indemnity provisions set forth inSection 6.12(b) shall apply in connection therewith. - 44 -  (c) Landlord shall have no liability to Tenant if at any time any windows of the Premises are either temporarily darkened orobstructed by reason of any repairs, improvements, maintenance and/or cleaning in or about the Building (or permanently darkened or obstructed if required byLaw) or covered by any translucent material for the purpose of energy conservation, or if any part of the Project, other than the Premises, is temporarily orpermanently closed or inoperable; provided that the same does not deprive Tenant of access to the Premises through a Building lobby and the Elevators. If at anytime the windows of the Premises are temporarily darkened or obstructed as permitted in the immediately preceding sentence, Landlord shall, to the extentpermitted by Law or applicable governmental authority, perform such repairs, maintenance, alterations or improvements as reasonably promptly as practicable andas reasonably necessary to re-open the same, and, Landlord shall use commercially reasonable efforts to minimize the period of time during which such windowsare temporarily darkened or obstructed. (d) Landlord and persons authorized by Landlord shall have the right, upon reasonable prior notice to Tenant (except in anemergency and which, in the case of non-emergency inspections or work to be performed by Landlord within the Premises, shall be at least 24 hours in advance),to enter the Premises (together with any necessary materials and/or equipment), to inspect or perform such work as Landlord may reasonably deem necessary or toexhibit the Premises to prospective purchasers or, during the last 18 months of the Term, to prospective tenants, or for any other purpose as Landlord mayreasonably deem necessary or desirable. Notwithstanding the foregoing, Landlord shall not bring and/or store more materials and equipment in the Premises toperform such work than are reasonably necessary at any time. Tenant shall have the right to have a representative of Tenant accompany Landlord on any entry intothe Premises, but Landlord’s rights to conduct any such entry, and the timing of such entry, shall not be affected if Tenant shall fail to make such representativeavailable. Landlord shall have no liability to Tenant by reason of any such entry. Landlord shall not be required to make any improvements or repairs of any kindor character to the Premises during the Term. In connection with any access to the Premises by Landlord and persons authorized by Landlord, Landlord and suchpersons shall exercise commercially reasonable efforts to minimize interference with Tenant’s access to, and use of, the Premises for the normal conduct ofTenant’s business therein. - 45 -  (e) Tenant shall have the right to reasonably designate, by written notice to Landlord, certain areas of the Premises, not to exceed3,000 rentable square feet, in the aggregate, as secure areas (each, a “ Secure Area ”) to which Landlord shall not have access without being accompanied by arepresentative of Tenant (except in the case of an emergency or when Tenant does not make a representative available upon 2 Business Days’ prior written notice);provided, that the Secured Area does not block access to base building systems or other areas of the Building to which Landlord requires regular access. Landlordshall not be required to provide cleaning services or other services which require entry to such Secure Area. Landlord shall not have liability to Tenant for anyfailure of Landlord to perform any of its obligations hereunder by reason of Landlord’s inability to enter any Secure Area. Notwithstanding anything in this Leaseto the contrary, in no event shall the obligations of Landlord under this Section 4.04(e) in any way be construed to obligate Landlord to pay overtime or premiumrates for work, materials or access to the Secured Area or any other area of the Premises, and in no event shall Landlord be deemed to be obligated to spend anygreater sums of money to perform any work than it would have had to pay if Landlord, and its agents, employees and contractors had obtained access to theSecured Area. 4.05 Repairs . (a) Tenant shall keep the Premises (including, without limitation, all Fixtures) in good condition and, upon expiration orearlier termination of each applicable Term, shall surrender the applicable Premises to Landlord in the same condition as when first occupied, reasonable wear andtear excepted and otherwise in the condition required under Section 4.03(c) . Tenant’s obligation shall include, without limitation (and notwithstanding theprovisions of Section 4.05(b) below), the obligation to repair all damage caused by Tenant, its agents, employees, invitees and licensees to the equipment and otherinstallations in the Premises or anywhere in the Building. Any maintenance, repair or replacement to the windows, the Building systems, the Building’s structuralcomponents or any areas outside the Premises and which is Tenant’s obligation to perform shall be performed by Landlord at Tenant’s reasonable expense. Tenantshall not commit or allow to be committed any waste or damage to any portion of the Premises or the Project. (b) Subject to the second sentence of Section 4.05(a) , Landlord, at Landlord’s expense (but subject to reimbursement by way ofOperating Expenses to the extent includable therein), shall operate, maintain, repair and replace, if necessary, (i) all structural portions of the Building, such as, byway of example only, the roof, foundation, footings, exterior walls, load-bearing columns, ceiling and floor slabs, windows, window sills and sashes, (ii) allcommon and public service areas of the Building, including, without limitation, all common elevators, (iii) all Building systems serving the common and publicservice areas and the Premises and (iv) all fixtures located in the core restrooms in the Premises, throughout the Term, and in such a manner as is consistent withthe maintenance, operation and repair standards of First Class Office Buildings; provided, that Landlord’s obligations under this Section 4.05(b) shall be limited toareas of, and installations within, the Building which Tenant is entitled to use or which otherwise serve the Premises and Landlord shall have no liability to Tenantfor any failure to maintain such standards except to the extent such failure materially and adversely affects Tenant’s use and enjoyment of the Premises.Notwithstanding the foregoing, if any damage repaired by Landlord under this Section 4.05(b) is caused by Tenant or any of Tenant’s agents, employees, inviteesand licensees, such repair shall be performed by Landlord at Tenant’s reasonable expense. - 46 -  4.06 Compliance with Laws; Hazardous Materials . (a) Tenant shall comply with all laws, ordinances, rules, orders and regulations(present, future, ordinary, extraordinary, foreseen or unforeseen) of any governmental, public or quasi-public authority and of the New York Board of FireUnderwriters and any other entity performing similar functions, at any time duly in force (collectively “ Laws ”), the application of which is attributable to, anywork, installation, occupancy, use or manner of use by Tenant of the Premises or any part thereof, except as expressly set forth in the next sentence. Nothingcontained in this Section 4.06 shall require Tenant to make any (i) structural changes or changes to the base building systems or (ii) changes to the core bathrooms(but not any private, executive or other bathrooms installed by Tenant, with respect to which Tenant shall be responsible for compliance with Laws as set forth inthe first sentence of this paragraph) in the Premises, unless, in the case of either of clauses (i) or (ii) , the same are necessitated by reason of Tenant’s performanceof any Alterations, Tenant’s manner of use of the Premises or the use by Tenant of the Premises for purposes other than normal and customary ordinary officepurposes. Tenant shall procure and maintain all licenses and permits required for its business. Notwithstanding the provisions of Section 4.06(a) , Tenant, at itsown cost and expense, may contest, in any manner permitted by Law, the validity or the enforcement of any Laws with which Tenant is required to complypursuant to this Lease; provided that (A) any such contest and/or Tenant’s non-compliance with any such Laws shall not (I) subject any Landlord IndemnifiedParty to (x) criminal prosecution, (y) material fine or (z) any other civil liability that would adversely affect the operation of the Building or the rights of othertenants or occupants of the Building, (II) subject the Building (or any portion thereof) to lien or sale or cause, or be reasonably likely to cause, the same to becondemned or vacated or (III) be in violation of any Superior Mortgage or Superior Lease; (B) Tenant shall first deliver to Landlord a surety bond issued by asurety company of recognized responsibility, or other security reasonably satisfactory to Landlord, indemnifying and protecting Landlord and any SuperiorMortgagee or Superior Lessor against any loss, cost, liability, damage or expenses (including, without limitation, interest and penalties and reasonable attorneys’fees and disbursements) which could arise by reason of such non-compliance, which bond or other security (or the balance of the proceeds thereof, if Landlord hasdrawn on the same) shall be released by Landlord promptly upon resolution of such contest; and (C) Tenant shall promptly, diligently and continuously prosecutesuch contest and shall keep Landlord informed, on a regular basis, of the status of such contest. (b) Landlord, at Landlord’s expense (but subject to reimbursement by way of Operating Expenses to the extent includabletherein), shall comply or cause compliance with all Laws affecting the public and common areas of the Building, the Building systems or the Premises or the useand occupancy thereof (except (x) as expressly set forth in Section 4.06(a) above and (y) that Landlord shall have no liability to Tenant for any failure to so complyor cause compliance except to the extent such failure materially and adversely affects Tenant’s use and enjoyment of the Premises) subject to Landlord’s right tocontest and defer compliance with such Laws pursuant to appropriate proceedings, provided that Landlord shall not have the right to defer such compliance if (i)such non-compliance or contest shall prevent Tenant from lawfully occupying the Premises for the use permitted hereunder or (ii) noncompliance threatens thesafety of persons or property. On the Effective Date, Landlord shall deliver the Premises to Tenant in substantial compliance with all applicable Laws (includingLaws with respect to Hazardous Materials) and free of Hazardous Materials (as hereinafter defined). If, during the Term, Landlord or its employees, contractors oragents install, use, release, store or place any Hazardous Materials in or about (1) the Premises or (2) to the extent same materially and adversely affects Tenant’suse and enjoyment of the Premises, the Building or the Project, in any case in violation of applicable Laws, then Landlord shall be obligated to remove and disposeof such Hazardous Materials in compliance with all Laws (including, without limitation, any Laws with respect to Hazardous Materials). - 47 -  (c) (i) Tenant shall not cause or permit Hazardous Materials to be used, transported, stored, released, handled, produced orinstalled in, on or from the Premises or the Building other than customary office, cleaning and/or maintenance and/or construction supplies brought into, used inand/or kept upon the Premises or the Building if and to the extent permitted pursuant to Laws and in addition, with respect to construction supplies, if and to theextent used in accordance with good construction practices. The term “ Hazardous Materials ” means any substance or material defined by any Law that is now ormay hereafter be applicable, as “hazardous,” “toxic” or words of similar import. (ii) In the event of a breach of the provisions of this Section 4.06(c) , Landlord shall, in addition to all of its rights andremedies under this Lease and pursuant to Laws, require Tenant to remove any such Hazardous Materials from the Premises or the Building in the mannerprescribed for such removal by applicable Laws, and the indemnity provisions set forth in Section 6.12(b) shall apply in connection therewith. 4.07 Tenant Advertising . Tenant shall not use, and shall cause each of its affiliates not to use, the name or likeness of the Building or theProject in any advertising (by whatever medium) without Landlord’s consent (not to be unreasonably withheld or delayed), provided, however, that Tenant mayuse the name and address of the Building on its stationary and in advertisements for identification purposes only. 4.08 Right to Perform Tenant Covenants . If Tenant fails to perform any of its obligations under this Lease, Landlord, any SuperiorLessor or any Superior Mortgagee (each, a “ Curing Party ”) may perform the same at the expense of Tenant (a) immediately and without notice in the case ofemergency or in case such failure may result in a violation of any Law or in a cancellation of any insurance policy maintained by Landlord; provided, that Landlordagrees to provide such notice as is reasonably practicable under the circumstances (which the parties agree may be no notice) in the event of the circumstancesdescribed in this clause (a) and (b) in any other case if such failure continues beyond any applicable notice and grace period. If a Curing Party performs any ofTenant’s obligations under this Lease, Tenant shall pay to Landlord (as Additional Charges) the costs thereof (including all reasonable fees and costs, includingreasonable legal fees and disbursements, incurred by such Curing Party in connection therewith), together with interest at the Interest Rate from the date incurredby the Curing Party until paid by Tenant, within 30 days after receipt by Tenant of a statement as to the amounts of such costs, accompanied by invoices or otherreasonable supporting documentation. If the Curing Party effects such cure by bonding any lien which Tenant is required to bond or otherwise discharge (after thegiving of any required notice and the expiration of any applicable grace periods), Tenant shall obtain and substitute a bond for the Curing Party’s bond and shallreimburse the Curing Party for the cost of the Curing Party’s bond. “ Interest Rate ” means the lesser of (i) the base rate from time to time announced by Citibank,N.A. (or, if Citibank, N.A. shall not exist or shall cease to announce such rate, such other bank in New York, New York, as shall be designated by Landlord in anotice to Tenant) to be in effect at its principal office in New York, New York plus 3% and (ii) the maximum rate permitted by law. - 48 -  4.09 Telecommunications; Shaft Space . (a) Tenant shall be responsible, at its sole cost and expense, for bringing telecommunicationservice, data wiring service and cable television service to the Premises. Landlord shall provide two separate points of entry for Tenant’s telecommunicationsrequirements from such point of entry to the Premises and from the Premises to the roof of the Building. Each separate sleeve within the Building core shallaccommodate two (2) 1.5” conduits for Tenant’s telecommunications requirements. At Tenant’s request, Landlord shall install two (2) 1.5” conduits in each sleeveand Tenant shall reimburse Landlord for the out-of-pocket costs actually incurred by Landlord in connection with such installation within 30 days after rendition ofa bill therefor. Any installation made by Tenant in such shaft space, including core drilling and the installation of any conduit or wiring, shall be performed atTenant’s sole cost and expense, in accordance with all Laws and the Rules and Regulations, and shall constitute an Alteration under this Lease. Tenant shallindemnify and save harmless Landlord from and against all loss, damage, liability, cost and expense of any nature (including, without limitation, reasonableattorneys’ fees and expenses) by reason of accidents, damage, injury or loss to any and all persons and property, or either, whosoever or whatsoever to the extentresulting from or arising in connection with Tenant’s installation, use, maintenance and removal of the equipment that Tenant installs in the shaft space andTenant’s insurance in respect of the Premises shall include coverage for any losses incurred in connection with such installation, use, operation, maintenance andremoval. Upon the expiration of the Term, all of such fixtures and equipment installed in the shaft space by Tenant shall be removed by Tenant at its sole cost andexpense. (b) Tenant shall have the right, at Tenant’s sole cost and expense, to contract for telecommunications service from any reputablecarrier which serves the area, subject to Landlord’s reasonable consent (which consent may include, without limitation, the condition that such service providerenter into a license agreement with Landlord which is reasonably satisfactory to Landlord), and Landlord shall reasonably cooperate with Tenant in connectiontherewith, without out-of-pocket cost, expense or liability to Landlord. As of the date of this Lease, the following telecommunication service providers service theBuilding: Verizon, Time Warner Cable, AT&T, Sidera, Lightpath, Level 3 and Zayo. If Tenant desires to subscribe to a telecommunications company not listed inthis clause (b) , at Tenant’s written request, Landlord shall reasonably cooperate with Tenant to allow any such service provider to provide service to the Buildingfor Tenant’s operations, but only to the extent without liability or out-of-pocket cost or expense to Landlord. (c) Landlord shall not be responsible for any delays occasioned by failure of a telecommunications company to furnish any suchservices. - 49 -  ARTICLE 5 Assignment and Subletting 5.01 Assignment; Etc . (a) Subject to the further provisions of this Article 5 , neither this Lease nor the term and estate hereby granted,nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law orotherwise, and neither the Premises, nor any part thereof, shall be subleased, be licensed, be used or occupied by any person or entity other than Tenant or beencumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or anypart of the Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord. Except as hereinafter expressly provided, the dissolution ordirect or indirect transfer of control of Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal ofexisting partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock votingagreement, or change in classes of stock) shall be deemed an assignment of this Lease regardless of whether the transfer is made by one or more transactions, orwhether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entitybecomes responsible for all or a portion of Tenant’s obligations under this Lease shall be deemed an assignment of this Lease. No assignment or other transfer ofthis Lease and the term and estate hereby granted, and no subletting of all or any portion of the Premises shall relieve Tenant of its liability under this Lease or ofthe obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any attempt to assign this Lease or sublet all or any portionof the Premises in violation of this Article 5 shall be null and void. Notwithstanding anything to the contrary contained in this Section 5.01(a) , the direct or indirecttransfer of shares or other equity interests in Tenant shall not constitute an assignment of this Lease and shall not require Landlord’s consent if accomplishedthrough a recognized stock exchange or through the public “over-the-counter” securities market. (b) Notwithstanding Section 5.01(a) , without the consent of Landlord or application of Section 5.05 , this Lease may be assignedto (i) an entity created by merger, reorganization or recapitalization of or with Tenant or (ii) a purchaser of all or substantially all of Tenant’s membership interests,stock or assets; provided , in the case of both clause (i) and clause (ii) , that (A) Landlord shall have received a notice of such assignment from Tenant, (B) theassignee assumes by written instrument satisfactory to Landlord all of Tenant’s obligations under this Lease, (C) such assignment is for a valid business purposeand not to avoid any obligations under this Lease, and (D) the assignee is a reputable entity of good character and, immediately after giving effect to suchassignment, shall have an aggregate net worth (computed in accordance with GAAP) at least equal to $300,000,000.00. (c) Notwithstanding Section 5.01(a) , without the consent of Landlord or application of Section 5.05 , Tenant may assign thisLease or sublet all or any part of the Premises to an Affiliate of Tenant; provided , that (i) Landlord shall have received a notice of such assignment or subleasefrom Tenant; and (ii) in the case of any such assignment, (A) the assignment is for a valid business purpose and not to avoid any obligations under this Lease, and(B) the assignee assumes by written instrument satisfactory to Landlord all of Tenant’s obligations under this Lease. “ Affiliate ” means, as to any designatedperson or entity, any other person or entity which controls, is controlled by, or is under common control with, such designated person or entity. “ Control ” (andwith correlative meaning, “controlled by” and “under common control with”) means ownership or voting control, directly or indirectly, of 35% or more of thevoting stock, partnership interests or other beneficial ownership interests of the entity in question. - 50 -  (d) Tenant may from time to time, subject to all of the provisions of this Lease but without the consent of Landlord, permitportions of the Premises to be used or occupied under so-called “desk sharing” arrangements by a Desk Space User; provided, that (i) any such use or occupancy ofdesk or office space shall be without the installation of demising walls separating such desk or office space, any separate entrance or any signage identifying suchDesk Space User, (ii) at any time during the Term, the aggregate of the rentable square footage then used by Desk Space Users pursuant to this Section 5.01(d)shall not exceed 10% of the rentable square feet of the Premises, (iii) each Desk Space User shall use the Premises in accordance with all of the provisions of thisLease, and only for the use expressly permitted pursuant to this Lease, (iv) in no event shall the use of any portion of the Premises by a Desk Space User create orbe deemed to create any right, title or interest of such Desk Space User in any portion of the Premises or this Lease, (v) any such “desk sharing” arrangement shallterminate automatically upon the termination of this Lease, (vi) Tenant shall receive no rent or other payment or consideration for the use or occupancy of anyspace in the Premises by any Desk Space User in excess of an allocable share of the Rent reserved hereunder, (vii) each Desk Space User shall be engaged in abusiness or activity which is in keeping with standards of the Building and (viii) any such desk sharing arrangement is for a valid business purpose and not tocircumvent the provisions of this Article 5. Upon request of Landlord, Tenant shall advise Landlord of any Desk Space Users in the Premises, and shall provide(A) a description of the nature and character of the business being conducted in the Premises by such Desk Space User and (B) the rentable square feet of thePremises occupied by such Desk Space User, together with a copy of the agreement, if any, relating to the use or occupancy of such portion of the Premises bysuch Desk Space User. “ Desk Space User ” means a bona fide client, service provider, or other person or entity with which Tenant has a significant, ongoingbusiness relationship. 5.02 Landlord’s Right of First Offer . (a) If Tenant desires to assign this Lease or sublet all or part of the Premises for all or substantiallyall of the then-remaining Term (other than in accordance with Sections 5.01(b) or (c) ), Tenant shall give to Landlord notice (“ Tenant’s Offer Notice ”) thereof,specifying (i) in the case of a proposed subletting, the location of the space to be sublet (including the specific area to be demised for sublet on any floor of thePremises) and the term of the subletting of such space, (ii) (A) in the case of a proposed assignment, Tenant’s good faith offer of the consideration Tenant desiresto receive or pay for such assignment (including any concessions Tenant desires to offer to the proposed assignee) or (B) in the case of a proposed subletting for allor substantially all of the then-remaining Term, Tenant’s good faith offer of the rent which Tenant desires to receive for such proposed subletting (including fixedrent, additional rent including proportionate shares, base years and/or base amounts for any escalation rent to be paid on account of PILOT, Impositions, taxes andoperating expenses, electricity charges and other pass-through expenses and the amount of any work allowance, rent abatement or other tenant inducement, andany other proposed terms required by Landlord to calculate the Net Effective Rental Tenant desires to receive for such proposed subletting) and (iii) the proposedassignment or sublease commencement date. - 51 -  (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, atLandlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Premises for all or substantially all of the then-remaining Term), (ii) terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Premises or a sublease of aportion of the Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Premises, in either case, for substantiallyall of the then-remaining Term), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease ofpart of the Premises for all or substantially all of the then-remaining Term). Said option may be exercised by Landlord by notice to Tenant within 30 days after aTenant’s Offer Notice, together with all information required pursuant to Section 5.02(a) , has been given by Tenant to Landlord. For the purposes of this Section5.02 “substantially all of the then-remaining Term” shall mean that the term of the proposed subletting shall expire within the last twelve (12) months of the thenTerm. (c) If Landlord exercises its option under Section 5.02(b)(ii) to terminate this Lease, then this Lease shall terminate on the later of(i) the date that is 60 days after Landlord’s receipt of the applicable Tenant’s Offer Notice and (ii) the proposed assignment or sublease commencement datespecified in the applicable Tenant’s Offer Notice, and all Rent shall be paid and apportioned to such termination date. (d) If Landlord exercises its option under Section 5.02(b)(iii) to terminate this Lease with respect to the space covered by aproposed sublease for all or substantially all of the then-remaining Term, then (i) this Lease shall terminate with respect to such part of the Premises on the later of(x) the date that is 60 days after Landlord’s receipt of the applicable Tenant’s Offer Notice and (y) the proposed sublease commencement date specified in theapplicable Tenant’s Offer Notice; (ii) from and after such termination date the Rent shall be adjusted, based upon the proportion that the rentable area of thePremises remaining bears to the total rentable area of the Premises prior to such termination and (iii) Tenant shall pay to Landlord, within 30 days after demandand completion, the reasonable costs incurred by Landlord in demising separately such part of the Premises and in complying with any Laws relating to suchdemise. (e) If Landlord exercises its option under Section 5.02(b)(i) to sublet the space Tenant desires to sublet, such sublease to Landlordor its designee (as sublessee) shall be in form and substance reasonably satisfactory to Landlord at the lower of (i) the rental rate per rentable square foot of FixedRent and Additional Charges then payable pursuant to this Lease or (ii) the rental rate per rentable square foot set forth in the applicable Tenant’s Offer Notice withrespect to such sublet space, and shall be for the term set forth in the applicable Tenant’s Offer Notice (except that such term shall commence on the date that is 60days after Landlord’s receipt of the applicable Tenant’s Offer Notice if such date is later than the proposed commencement date set forth in such Tenant’s OfferNotice), and: (A) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable,and except as otherwise expressly set forth to the contrary in this Section 5.02(e) ; (B) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice(including all rent abatements and other tenant inducements set forth therein) and otherwise on the terms and conditions of this Lease, exceptsuch as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 5.02(e) ; - 52 -  (C) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein orto sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered bysuch sublease; provided, that (1) Tenant shall have no removal, restoration or repair obligations under Section 4.03 hereof with respect to suchalterations and improvements in such space made by such sublessee and (2) the sublessee shall be subject to such restoration obligations as areset forth in the applicable Tenant’s Offer Notice; (D) shall provide that any assignee or further sublessee of Landlord or its designee may, at the election ofLandlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or inpart, by such assignee or sublessee, at its option, prior to or upon the expiration or other termination of such sublease, provided that (1) suchassignee or sublessee, at its expense, shall repair any damage caused by such removal, (2) Tenant shall have no removal, restoration or repairobligations under Section 4.03 hereof with respect to such alterations, decorations and installations in such space made by such assignee orsublessee and (3) Landlord or its designee shall remain subject to such restoration obligations as are set forth in the applicable Tenant’s OfferNotice; and (E) shall provide that (1) the parties to such sublease expressly negate any intention that any estate created undersuch sublease be merged with any other estate held by either of said parties, (2) any assignment or subletting by Landlord or its designee (as thesublessee) may be for any purpose or purposes that Landlord shall deem appropriate, (3) Landlord, at Tenant’s expense, may make suchalterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any Laws relatingto such demise, and (4) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existingcondition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order andcondition and to such restoration obligations as are set forth to be imposed on such sublessee in the applicable Tenant’s Offer Notice. If Landlordis unable to give Tenant possession of the space covered by such sublease at the expiration of the term of the sublease by reason of the holdingover or retention of possession of any tenant or other occupant through Landlord, then, provided Tenant otherwise has surrendered the balance ofthe Premises to Landlord as required under this Lease, Tenant shall be deemed to have delivered possession of the Premises to Landlord uponthe Expiration Date and shall not be deemed a holdover under this Lease. If Landlord shall enter into a sublease pursuant to its option under Section 5.02(b)(i) , Tenant shall be released from all obligations and liabilitiesunder this Lease to the extent pertaining to the space subleased by Landlord that accrue from and after the commencement date of such subleasethrough the expiration date or earlier termination date of such sublease to the extent, and only to the extent, Landlord is obligated to performsuch obligations or Landlord has assumed such liabilities, as the case may be, pursuant to the terms of such sublease to Landlord. - 53 -  (f) In the case of a proposed sublease, Tenant shall not sublet any space to a third party (i) at a Net Effective Rental which is less(on a per rentable square foot basis) than 90% of the Net Effective Rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect tosuch space or (ii) on terms which include different proportionate shares, base years and/or base amounts for any escalation rent or (iii) for a term commencing laterthan 9 months after the date of the proposed commencement date set forth in Tenant’s Offer Notice, without, in any such case, complying once again with all of theprovisions of this Section 5.02 and re-offering such space to Landlord at such lower rental or on such terms. In the case of a proposed assignment, Tenant shall notassign this Lease to a third party (i) on economic terms (including any consideration paid or received by Tenant and any concessions granted by Tenant) that differ,on a net effective basis, by more than 10% from the economic terms (including any consideration paid or received by Tenant and any concessions granted byTenant) specified in Tenant’s Offer Notice or (ii) on terms including an effective date occurring later than 9 months after the date of the proposed effective date setforth in Tenant’s Offer Notice, without, in either case, complying once again with all of the provisions of this Section 5.02 and re-offering to assign this Lease toLandlord on such terms. “ Net Effective Rental ” means, with respect to any desired or actual sublease, one year’s worth of the amortized cash flow which wouldbe derived from such sublease, determined by spreading the Net Present Rent Value of such sublease ratably on a monthly basis over the term of such desired oractual sublease using the Interest Rate in effect as of the date of Tenant’s Offer Notice. “ Net Present Rent Value ” means, with respect to any such sublease, thenet present value, determined as of the desired or actual commencement date of such desired or actual sublease, using a discount rate of the Interest Rate in effectas of the date of Tenant’s Offer Notice, of the aggregate of all rent and additional rent (other than any escalation rent calculated by determining increases over abase year or base amount, which shall be addressed pursuant to clause (ii) above of this Section 5.02(f) ) payable to Tenant under the desired or actual sublease,discounted from the date that any such payment would have been made under such desired or actual sublease to the commencement date of such desired or actualsublease, after deducting therefrom the amount of all tenant inducements (such as, by way of example only, direct payments, work allowances, work letters andrent abatements) that are (or will be) granted to the subtenant thereunder, discounted from the date that such tenant inducements were to have been given to thecommencement date of such desired or actual sublease. (g) If Landlord does not timely exercise any of Landlord’s options under this Section 5.02 , and if Tenant has not within 270 daysafter the giving of the applicable Tenant’s Offer Notice entered into a binding agreement to sublease or assign (which sublease or assignment shall be conditionedupon Landlord’s consent thereto), then Tenant shall not sublet any space to a third party or assign this Lease to a third party (other than pursuant to Sections5.01(b) or (c) ) without complying once again with all of the provisions of this Section 5.02 and re-offering such space to Landlord. - 54 -  5.03 Assignment and Subletting Procedures . (a) If Tenant delivers to Landlord a Tenant’s Offer Notice with respect to any proposedassignment of this Lease or subletting of all or part of the Premises and Landlord does not timely exercise any of its options under Section 5.02 , and Tenantthereafter desires to assign this Lease or sublet the space specified in Tenant’s Offer Notice, Tenant shall notify Landlord (a “ Transfer Notice ”) of such desire,which notice shall be accompanied by (i) a copy of the proposed general form of assignment or sublease and all related agreements, or an agreed term sheet whichdoes not have to be signed by Tenant and the proposed subtenant or assignee, (ii) a statement setting forth in reasonable detail the identity of the proposed assigneeor subtenant, the nature of its business and its proposed use of the Premises, (iii) current financial information with respect to the proposed assignee or subtenant,including without limitation, its most recent financial statements and (iv) such other information as Landlord may reasonably request, and Landlord’s consent tothe proposed assignment or sublease shall not be unreasonably withheld or delayed, provided that: (i) In Landlord’s reasonable judgment the proposed assignee or subtenant will use the Premises in a manner that (A) is inkeeping with the then standards of the Building, (B) is limited to the use expressly permitted under this Lease, and (C) will not violate any negativecovenant as to a particular use contained in any other lease of space in the Building notice of which has been previously delivered to Tenant (and providedthat general office uses may not be so prohibited). (ii) The proposed assignee or subtenant is, in Landlord’s judgment, a reputable person or entity with sufficient financialworth considering the responsibility involved. (iii) To the extent Landlord then has available or reasonably expects within the next 4 months to have available,comparable space in the Building for a comparable term, neither the proposed assignee or sublessee, nor any affiliate of such assignee or sublessee, is thena tenant or occupant of any part of the Building. (iv) To the extent Landlord then has available or reasonably expects within the next 4 months to have available,comparable space in the Building for a comparable term, the proposed assignee or sublessee is not a person with whom Landlord is then negotiating orhas within the prior 6 months negotiated to lease space in the Building. (v) There shall not be more than 4 occupants (including Tenant) on the 37th Floor Premises, or more than 2 subtenants onthe 40th Floor Premises. (vi) Tenant shall reimburse Landlord within 30 days after demand for any reasonable costs incurred by Landlord inconnection with said assignment or sublease, including, without limitation, the costs of making investigations as to the acceptability of the proposedassignee or subtenant, and legal costs incurred in connection with the granting of any requested consent. Notwithstanding anything to the contrary contained herein, clauses (iii) and (iv) of this Section 5.03(a) shall not apply from and after the date that Tenantcompletes Tenant’s Initial Work (as defined in the 55 HY Lease) under the 55 HY Lease, and legally occupies the Premises (as defined in the 55 HYLease) for the conduct of Tenant’s business so long as Tenant is an Intercept Tenant. - 55 -  (b) Landlord shall, within 30 days following receipt of a Transfer Notice from Tenant, advise Tenant of Landlord’s approval ordisapproval of such proposed assignment or sublease. If Landlord shall fail to approve or disapprove such proposed assignment or sublease within such 30 dayperiod, Tenant may give to Landlord a notice of such failure which shall contain a legend in not less than 14 point font bold upper case letters as follows: “FAILURE TO APPROVE OR DISAPPROVE THE PROPOSED [ASSIGNMENT/SUBLEASE] WITHIN 5 BUSINESS DAYS SHALL RESULT INLANDLORD’S DEEMED APPROVAL OF SUCH [ASSIGNMENT/SUBLEASE] ”, and, if Landlord shall fail to approve or disapprove such proposedassignment or sublease within such 5 Business Day period, Landlord shall be deemed to have consented to the assignment or sublease in question. If Landlordconsents to a proposed assignment or sublease and Tenant fails to execute and deliver the assignment or sublease to which Landlord consented within 90 days afterthe giving of such consent, then Tenant shall again comply with this Article 5 before assigning this Lease or subletting all or part of the Premises. 5.04 General Provisions . (a) If this Lease is assigned, whether or not in violation of this Lease, Landlord may collect rent from theassignee. If the Premises or any part thereof are sublet or occupied by anybody other than Tenant, whether or not in violation of this Lease, Landlord may, afterdefault by Tenant, and expiration of Tenant’s time to cure such default, collect rent from the subtenant or occupant. In either event, Landlord may apply the netamount collected against Rent, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any of the provisions of Section 5.01(a) ,or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance of Tenant’s obligations under this Lease. (b) No assignment or transfer shall be effective until the assignee delivers to Landlord an agreement in form and substancesatisfactory to Landlord whereby the assignee assumes Tenant’s obligations under this Lease effective as of the date of such assignment. Prior to the effective dateof such assignment, the assignee shall deliver to Landlord evidence that the assignee, as Tenant hereunder, has complied with the requirements of Sections 7.02and 7.03 . (c) Notwithstanding any assignment or transfer, whether or not in violation of this Lease, and notwithstanding the acceptance ofany Rent by Landlord from an assignee, transferee, or any other party, the original named Tenant and each successor Tenant shall remain fully liable for thepayment of the Rent and the performance of all of Tenant’s other obligations under this Lease. The joint and several liability of Tenant and any immediate orremote successor in interest of Tenant shall not be discharged, released or impaired in any respect by any agreement made by Landlord extending the time toperform, or otherwise modifying, any of the obligations of Tenant under this Lease, or by any waiver or failure of Landlord to enforce any of the obligations ofTenant under this Lease; provided, that in the case of any modification of this Lease made after the date of an assignment or transfer (other than pursuant to Section5.01(b) or Section 5.01(c) ), if such modification increases or enlarges the obligations of Tenant, other than to a de minimis extent, then any prior Tenant under thisLease shall not be liable under or bound by such increase or enlargement to which it has not consented (but shall continue to be liable under this Lease as thoughsuch modification were never made). - 56 -  (d) Each subletting by Tenant shall be subject to the following: (i) No subletting shall be for a term (including any renewal or extension options contained in the sublease) ending laterthan one day prior to the applicable Expiration Date. (ii) No sublease shall be valid, and no subtenant shall take possession of the Premises or any part thereof, until there hasbeen delivered to Landlord, both (A) an executed counterpart of such sublease, and (B) a certificate of insurance evidencing that (x) Landlord is anadditional insured under the insurance policies required to be maintained by occupants of the Premises pursuant to Section 7.02 , and (y) there is in fullforce and effect, the insurance otherwise required by Sections 7.02 and 7.03 . (iii) Subject to Section 5.06 , each sublease shall provide that it is subject and subordinate to this Lease, and that in theevent of termination, reentry or dispossess by Landlord under this Lease, Landlord may, at its option, take over all of the right, title and interest of Tenant,as sublessor, under such sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of suchsublease, except that Landlord shall not be liable for, subject to or bound by any item or matter of the type that a Successor Landlord is not so liable for,subject to or bound by in the case of an attornment by Tenant to a Successor Landlord under Section 6.01(a) . (e) Each sublease shall provide that the subtenant may not assign its rights thereunder or further sublet the space demised underthe sublease, in whole or in part, without Landlord’s consent and without complying with all of the terms and conditions of this Article 5 , including, withoutlimitation, Section 5.04 , which for purposes of this Section 5.04(e) shall be deemed to be appropriately modified to take into account that the transaction inquestion is an assignment of the sublease or a further subletting of the space demised under the sublease, as the case may be. Notwithstanding the foregoing, anydirect subtenant of Tenant (but not an indirect subtenant of Tenant (i.e., a subtenant of a subtenant)) subleasing at least 50% of the rentable square footage of the37th Floor Premises shall be permitted to further sublease the portion of the Premises sublet by such subtenant, in whole or in part, or to assign its sublease, underthe same terms and conditions as Tenant would be subject to under this Lease, except that the rights granted to Tenant under Section 5.06 shall not be available toany subtenant. (f) Tenant shall not publicly advertise the availability of the Premises or any portion thereof as sublet space or by way of anassignment of this Lease, without first obtaining Landlord’s consent (but Tenant may list with reputable brokers or include in trade or industry computerized listingservices the Premises without Landlord’s approval), which consent shall not be unreasonably withheld or delayed provided that Tenant shall in no event advertise aproposed rental rate for all or any portion of the Premises or any description of such a rental rate. - 57 -  5.05 Assignment and Sublease Profits . (a) If the aggregate of the amounts payable as fixed rent and as additional rent on account ofPILOT, Additional Tax Payments, Impositions, Taxes, Operating Expenses and electricity by a subtenant under a sublease of any part of the Premises (excluding asublease made pursuant to Sections 5.01(c) ) and the amount of any Other Sublease Consideration payable to Tenant by such subtenant, whether received in alump-sum payment or otherwise, shall be in excess of Tenant’s Basic Cost therefor at that time then, promptly after the collection thereof, Tenant shall pay toLandlord in monthly installments as and when collected, as Additional Charges, 50% of such excess. Tenant shall deliver to Landlord within 60 days after the endof each calendar year and within 60 days after the expiration or earlier termination of this Lease a statement specifying each sublease in effect during such calendaryear or partial calendar year, the rentable area demised thereby, the term thereof and a computation in reasonable detail showing the calculation of the amountspaid and payable by the subtenant to Tenant, and by Tenant to Landlord, with respect to such sublease for the period covered by such statement. “ Tenant’s BasicCost ” for sublet space at any time means the sum of (i) the portion of the Fixed Rent and Recurring Additional Charges which is attributable to the sublet space,plus (ii) the amount payable by Tenant on account of electricity in respect of the sublet space, plus (iii) the amount of any costs reasonably incurred by Tenant inmaking changes in the layout and finish of the sublet space for the subtenant and any work allowance granted by Tenant to the subtenant, plus (iv) the amount ofany actual reasonable brokerage commissions (it being agreed that 150% of one full standard commission on a sublease transaction involving co-brokers is areasonable commission) and reasonable legal fees or any other marketing costs associated with subleasing the space paid by Tenant in connection with thesublease. “ Other Sublease Considerations ” means all sums paid for the furnishing of services by Tenant and the sale or rental of Tenant’s fixtures, leaseholdimprovements, equipment, furniture or other personal property (excluding any of the same which were part of Tenant’s Initial Work) less, in the case of the salethereof, the then net unamortized or undepreciated cost thereof, amortized or depreciated in accordance with GAAP. (b) Upon any assignment of this Lease (other than an assignment made pursuant to Sections 5.01(b) or (c) ), Tenant shall pay toLandlord 50% of the Assignment Consideration received by Tenant for such assignment, after deducting therefrom customary and reasonable closing expenses. “Assignment Consideration ” means an amount equal to all sums and other considerations paid to Tenant by the assignee for or by reason of such assignment(including, without limitation, sums paid for the furnishing of services by Tenant and the sale or rental of Tenant’s fixtures, leasehold improvements, equipment,furniture, furnishings or other personal property (excluding any of the same which were part of Tenant’s Initial Work), less, in the case of a sale thereof, the thennet unamortized or undepreciated cost thereof, amortized or depreciated in accordance with GAAP). (c) At Landlord’s option, exercisable by written notice to Tenant at any time, the provisions of Section 5.05(a) and Section5.05(b) shall be automatically null and void. - 58 -  5.06 Eligible Subtenant; Non-Disturbance . (a) Landlord shall, within 30 days after Tenant’s written request (which request shall beaccompanied by a fully executed counterpart of the Eligible Sublease and such other information and certifications as Landlord may reasonably request in order todetermine that the conditions of this Section 5.06 have been satisfied), deliver to Tenant and the subtenant under the Eligible Sublease (the “ Eligible Subtenant ”) anon-disturbance agreement substantially in the form attached hereto as Exhibit S (a “ Landlord’s Non-Disturbance Agreement ”). Following the subtenant’sexecution and delivery of the Landlord’s Non-Disturbance Agreement, Landlord shall promptly execute and deliver a counterpart to the subtenant. Landlord’sactual reasonable out-of-pocket costs and expenses in connection with the foregoing (including, without limitation, reasonable attorney’s fees) shall be paid byTenant within 30 days after receipt of an invoice therefor. (b) As used herein, “ Eligible Sublease ” shall mean a direct sublease which (A) is between Tenant and a subtenantwhich is not an affiliate of Tenant, and, as of the execution of the Eligible Sublease, has a net worth, computed in accordance with GAAP, equal to or greater than30 times the sum of the annual Fixed Rent then payable hereunder and all of the Additional Charges payable for the preceding calendar year, in each case,allocable to the portion of the Premises that is the subject of the Eligible Sublease (without giving effect to any free rent or rent abatement), (B) demises the entire37 th Floor Premises and (D) has an initial sublease term (i.e., not including any renewals) that expires on the day immediately preceding the 37th Floor ExpirationDate. Notwithstanding anything to the contrary herein contained, it is understood and agreed that Landlord shall have no obligation to deliver a Landlord’s Non-Disturbance Agreement during the continuance of any default which continues beyond applicable notice and cure periods. 5.07 Disputes . Any dispute between Landlord and Tenant arising under this Article 5 shall be resolved by arbitration conducted inaccordance with the provisions of Section 8.09 . ARTICLE 6 Subordination; Default; Indemnity 6.01 Subordination . (a) Subject to the provisions of Section 6.01(c) , this Lease is subject and subordinate to each mortgage (a “Superior Mortgage ”) and each underlying lease (a “ Superior Lease ”) which may now or hereafter affect all or any portion of the Project or any interest thereinand to each document or instrument to which any such Superior Mortgage or Superior Lease is subordinate. The lessor under a Superior Lease is called a “Superior Lessor ” and the mortgagee under a Superior Mortgage is called a “ Superior Mortgagee ”. Tenant shall execute, acknowledge and deliver anycommercially reasonable instrument reasonably requested by Landlord, a Superior Lessor or Superior Mortgagee to evidence such subordination, but no suchinstrument shall be necessary to make such subordination effective (provided, that such instrument shall not violate the conditions described in clauses (i) through(iv) of the immediately succeeding sentence). Tenant shall execute any amendment of this Lease requested by a Superior Mortgagee or a Superior Lessor, providedsuch amendment shall not (i) reduce or extend the Term, (ii) increase the Rent, (iii) reduce the area of the Premises, or (iv) other than to a de minimis extent,increase Tenant’s obligations or decrease Tenant’s rights under this Lease. In the event of the enforcement by a Superior Mortgagee of the remedies provided forby law or by such Superior Mortgage, or in the event of the termination or expiration of a Superior Lease, Tenant, upon request of such Superior Mortgagee,Superior Lessor or any person succeeding to the interest of such mortgagee or lessor (each, a “ Successor Landlord ”), shall automatically become the tenant ofsuch Successor Landlord without change in the terms or provisions of this Lease (it being understood that Tenant shall, if requested, enter into a new lease on termsidentical to those in this Lease); provided , that any Successor Landlord shall not be (i) liable for any act, omission or default of any prior landlord (including,without limitation, Landlord), except to the extent that any such non-monetary default of an obligation of Landlord under this Lease continues after the date thatSuccessor Landlord succeeds to Landlord’s interest in the Project and Successor Landlord has been given written notice and a reasonable opportunity to cure same;(ii) liable for the return of any moneys paid to or on deposit with any prior landlord (including, without limitation, Landlord), except to the extent such moneys ordeposits are delivered to such Successor Landlord; (iii) subject to any offset, claims or defense that Tenant might have against any prior landlord (including,without limitation, Landlord); (iv) bound by any Rent which Tenant might have paid for more than the current month to any prior landlord (including, withoutlimitation, Landlord); (v) bound by any covenant to perform or complete any construction in connection with the Project or the Premises or to pay any sums toTenant in connection therewith; (vi) bound by any obligation to make any payment to Tenant; or (vii) bound by any waiver or forbearance under, or anyamendment, modification, abridgment, cancellation or surrender of, this Lease made without the consent of such Successor Landlord. Upon request by suchSuccessor Landlord, Tenant shall execute and deliver an instrument or instruments, reasonably requested by such Successor Landlord (at no out-of-pocket cost toTenant other than any legal fees Tenant may incur in connection therewith), confirming the attornment provided for herein, but no such instrument shall benecessary to make such attornment effective. - 59 -  (b) Tenant shall give each Superior Mortgagee and each Superior Lessor a copy of any notice of default served upon Landlord,provided that Tenant has been notified of the address of such mortgagee or lessor. If Landlord fails to cure any default as to which Tenant is obligated to givenotice pursuant to the preceding sentence within the time provided for in this Lease, then each such mortgagee or lessor shall have an additional 30 days afterreceipt of such notice within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary if, withinsuch 30 days, any such mortgagee or lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including, without limitation,commencement of foreclosure proceedings or eviction proceedings, if necessary to effect such cure), in which event this Lease shall not be terminated and Tenantshall not exercise any other rights or remedies under this Lease or otherwise while such remedies are being so diligently pursued. Nothing herein shall be deemedto imply that Tenant has any right to terminate this Lease or any other right or remedy, except as may be otherwise expressly provided for in this Lease. (c) Landlord represents to Tenant that, as of the date of this Lease, there are no Superior Mortgages or Superior Leases affectingthe Project except for Superior Mortgages and Superior Leases in connection with a financing arrangement with the IDA and Superior Mortgages in connectionwith a financing with Deutsche Bank AG, New York Branch and Goldman Sachs Mortgage Company. - 60 -  6.02 Estoppel Certificate . Each party shall, at any time and from time to time, within 10 Business Days after request by the other party,execute and deliver to the requesting party (or to such person or entity as the requesting party may designate) a statement certifying that this Lease is unmodifiedand in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), certifying theRent Commencement Date, Expiration Date, the rentable square footage of each floor and each partial floor of the Premises as determined in accordance withArticle 1 of this Lease, and the dates to which the Fixed Rent and Additional Charges have been paid and stating whether or not, to the actual knowledge of theparty signing such statement, the other party is in default in performance of any of its obligations under this Lease, and, if so, specifying each such default of whichsuch party has knowledge, it being intended that any such statement shall be deemed a representation and warranty to be relied upon by the party to whom suchstatement is addressed. Each party also shall include or confirm in any such statement such other information concerning this Lease as the other party mayreasonably request. 6.03 Default . This Lease and the term and estate hereby granted are subject to the limitation that: (a) if Tenant defaults in the payment of any Rent, and such default continues for (i) with respect to Fixed Rent and/or AdditionalTax Payments, Impositions Payments, Operating Payments and either PILOT Payments or Tax Payments, as applicable, 5 Business Days after Landlord gives toTenant a notice specifying such default or (ii) with respect to Additional Charges other than those described in clause (i) above, 10 Business Days after Landlordgives to Tenant a notice specifying such default, or (b) if Tenant defaults in the keeping, observance or performance of any covenant or agreement contained in this Lease (other thana default of the character referred to in Sections 6.03(a) , (c) , (d) , or (e) ), and if such default continues and is not cured within 30 days after Landlord gives toTenant a notice specifying the same, or, in the case of a default which for causes beyond Tenant’s reasonable control cannot with due diligence be cured withinsuch period of 30 days, if Tenant shall not during such period, (i) advise Landlord of Tenant’s intention duly to institute all steps necessary to cure such default and(ii) institute and thereafter diligently prosecute to completion all steps necessary to cure the same, or (c) if this Lease or the estate hereby granted would, by operation of law or otherwise, devolve upon or pass to any person or entityother than Tenant, except as expressly permitted by Article 5 , or (d) if Tenant shall abandon the Premises (and the fact that any of Tenant’s Property remains in the Premises shall not be evidencethat Tenant has not abandoned the Premises), or (e) if a default shall occur and have been cured, and if a similar default shall occur and have been cured, then if a third similardefault shall occur within 365 days after the occurrence of the first such default, whether or not such third default is cured within the applicable grace period, or - 61 -  (f) if Tenant fails to deliver to Landlord the Letter of Credit within 30 days of the date of this Lease in accordance with Section2.11(a) , then, in any of such cases, in addition to any other remedies available to Landlord at law or in equity, Landlord shall be entitled to give to Tenant a notice ofintention to terminate this Lease at the expiration of 5 Business Days from the date of the giving of such notice, and, in the event such notice is given, this Leaseand the term and estate hereby granted shall terminate upon the expiration of such 5 Business Days with the same effect as if the last of such 5 Business Days werethe Expiration Date, but Tenant shall remain liable for damages as provided herein or pursuant to law. Landlord agrees that any notice of default required to bedelivered under clauses (a) and (b) above shall (i) specify the applicable default and (ii) if monetary in nature, specify the amount required to be paid to cure suchdefault. 6.04 Re-entry by Landlord . If Tenant defaults in the payment of any Rent and such default continues for 5 Business Days followingnotice from Landlord specifying such default, or if this Lease shall terminate as in Section 6.03 provided, Landlord or Landlord’s agents may immediately or at anytime thereafter re-enter into or upon the Premises, or any part thereof, either by summary dispossess proceedings or by any suitable action or proceeding at law,without being liable to indictment, prosecution or damages therefor, and may repossess the same, and may remove any persons therefrom, to the end that Landlordmay have, hold and enjoy the Premises. The words “re-enter” and “re-entering” as used in this Lease are not restricted to their technical legal meanings. Upon suchtermination or re-entry, Tenant shall pay to Landlord any Rent then due and owing (in addition to any damages payable under Section 6.05 ). 6.05 Damages . If this Lease is terminated under Section 6.03 , or if Landlord re-enters the Premises under Section 6.04 , Tenant shall payto Landlord as damages, at the election of Landlord, either: (a) a sum which, at the time of such termination, represents the then value of the excess, if any, of (1) the aggregate of the Rentwhich, had this Lease not terminated, would have been payable hereunder by Tenant for the period commencing on the day following the date of such terminationor re-entry to and including the Expiration Date over (2) the aggregate fair rental value of the Premises for the same period (for the purposes of this clause (a) theamount of Recurring Additional Charges shall, for each calendar year ending after such termination or re-entry, be deemed to be an amount equal to the amount ofRecurring Additional Charges payable by Tenant for the calendar year immediately preceding the calendar year in which such termination or re-entry shall occur),or - 62 -  (b) sums equal to the Rent that would have been payable by Tenant through and including the Expiration Date had this Lease notterminated or had Landlord not re-entered the Premises, payable upon the due dates therefor specified in this Lease; provided , that if Landlord shall relet all or anypart of the Premises for all or any part of the period commencing on the day following the date of such termination or re-entry to and including the Expiration Date,Landlord shall credit Tenant with the net rents received by Landlord from such reletting, such net rents to be determined by first deducting from the gross rents asand when received by Landlord from such reletting the expenses incurred or paid by Landlord in terminating this Lease and of re-entering the Premises and ofsecuring possession thereof, as well as the expenses of reletting, including, without limitation, altering and preparing the Premises for new tenants, brokers’commissions, and all other expenses properly chargeable against the Premises and the rental therefrom in connection with such reletting, it being understood thatany such reletting may be for a period equal to or shorter or longer than said period; provided , further , that (i) in no event shall Tenant be entitled to receive anyexcess of such net rents over the sums payable by Tenant to Landlord under this Lease, (ii) in no event shall Tenant be entitled, in any suit for the collection ofdamages pursuant to this Section 6.05(b) , to a credit in respect of any net rents from a reletting except to the extent that such net rents are actually received byLandlord on account of any period that is the subject of such suit, (iii) if the Premises or any part thereof should be relet in combination with other space, thenproper apportionment on a square foot rentable area basis shall be made of the rent received from such reletting and of the expenses of reletting, and (iv) Landlordshall have no obligation to so relet the Premises and Tenant hereby waives any right Tenant may have, at law or in equity, to require Landlord to so relet thePremises. Suit or suits for the recovery of any damages payable hereunder by Tenant, or any installments thereof, may be brought by Landlord from time to time at itselection, and nothing contained herein shall require Landlord to postpone suit until the date when the Term would have expired but for such termination or re-entry. 6.06 Other Remedies . (a) Nothing contained in this Lease shall be construed as limiting or precluding the recovery by Landlord againstTenant of any sums or damages to which, in addition to the damages particularly provided above, Landlord may lawfully be entitled by reason of any defaulthereunder on the part of Tenant. Anything in this Lease to the contrary notwithstanding, during the continuation of any default by Tenant, Tenant shall not beentitled to exercise any rights or options, or to receive any funds or proceeds being held, under or pursuant to this Lease. (b) Anything contained in this Lease to the contrary notwithstanding, in no event shall Tenant or Landlord be entitled to claim orrecover any consequential, exemplary or punitive damages from the other in any action arising under this Lease (except as set forth in Section 6.10 ). 6.07 Right to Injunction . In the event of any breach or threatened breach by Tenant or Landlord of any of its obligations under this Lease,the other party shall also have the right of injunction or, subject to the terms of this Lease, to invoke any other right or remedy available at law or in equity. Thespecified remedies to which Landlord may resort hereunder are cumulative and are not intended to be exclusive of any other remedies or means of redress to whichLandlord may lawfully be entitled, and Landlord may invoke any remedy allowed at law or in equity as if specific remedies were not herein provided for. 6.08 Certain Waivers . Tenant waives and surrenders all right and privilege that Tenant might have under or by reason of any present orfuture law to redeem the Premises or to have a continuance of this Lease after Tenant is dispossessed or ejected therefrom by process of law or under the terms ofthis Lease or after any termination of this Lease. Tenant also waives the provisions of any law relating to notice and/or delay in levy of execution in case of anyeviction or dispossession for nonpayment of rent, and the provisions of any successor or other law of like import. Landlord and Tenant each waive trial by jury inany action in connection with this Lease. - 63 -  6.09 No Waiver . Failure by either party to declare any default immediately upon its occurrence or delay in taking any action in connectionwith such default shall not waive such default but such party shall have the right to declare any such default at any time thereafter. Any amounts paid by Tenant toLandlord may be applied by Landlord, in Landlord’s discretion, to any items then owing by Tenant to Landlord under this Lease. Receipt by Landlord of a partialpayment shall not be deemed to be an accord and satisfaction (notwithstanding any endorsement or statement on any check or any letter accompanying any checkor payment) nor shall such receipt constitute a waiver by Landlord of Tenant’s obligation to make full payment. No act or thing done by Landlord or its agentsshall be deemed an acceptance of a surrender of the Premises, and no agreement to accept such surrender shall be valid unless in writing and signed by Landlordand by each Superior Lessor and Superior Mortgagee whose lease or mortgage provides that any such surrender may not be accepted without its consent. 6.10 Holding Over . (i) If Tenant holds over in the 40th Floor Premises without the consent of Landlord after the 40th Floor ExpirationDate or earlier termination of this Lease, Tenant shall (a) pay as holdover rental for each month of the holdover tenancy an amount equal to the ApplicablePercentage multiplied by the greater of (i) the fair market rental value of the 40th Floor Premises for such month (as reasonably determined by Landlord) or (ii) theRent which Tenant was obligated to pay for the 40th Floor Premises for the month immediately preceding the end of the Term; and (b) if such holding over shallcontinue for more than ninety (90) days following the 40th Floor Expiration Date, be liable to Landlord for and indemnify Landlord against (i) any payment or rentconcession which Landlord may be required to make to any tenant obtained by Landlord for all or any part of the Premises (a “ New Tenant ”) by reason of the latedelivery of space to the New Tenant as a result of Tenant’s holding over or in order to induce such New Tenant not to terminate its lease by reason of the holdingover by Tenant, (ii) the loss of the benefit of the bargain if any New Tenant shall terminate its lease by reason of the holding over by Tenant and (iii) any claim fordamages by any New Tenant. No holding over by Tenant after the Term shall operate to extend the Term, and the acceptance of any rent paid by Tenant pursuantto this Section 6.10 shall not preclude Landlord from commencing and prosecuting a holdover or summary eviction proceeding. The provisions of this Section 6.10shall be deemed to be an “agreement expressly providing otherwise” within the meaning of Section 232-c of the Real Property Law of the State of New York.Tenant expressly waives, for itself and for any person or entity claiming through or under Tenant, any rights which Tenant or any such person or entity may haveunder the provisions of Section 2201 of the New York Civil Practice Law and Rules and of any successor law of like import then in force, in connection with anyholdover summary proceedings which Landlord may institute to enforce the provisions of this Lease. “ Applicable Percentage ” means (x) for any period of suchholdover commencing after the expiration or termination of this Lease through the 60th such day, 125%, (y) for the next 60 days of such holdover, 150%, and (z)thereafter, 200%. - 64 -  (ii) If Tenant holds over in the 37th Floor Premises without the consent of Landlord after the 37th Floor Expiration Date or earliertermination of this Lease, Tenant shall (a) pay as holdover rental for each month of the holdover tenancy an amount equal to the Applicable Percentage multipliedby the greater of (i) the fair market rental value of the 37th Floor Premises for such month (as reasonably determined by Landlord) or (ii) the Rent which Tenantwas obligated to pay for the 37th Floor Premises for the month immediately preceding the end of the Term; and (b) if such holding over shall continue for morethan ninety (90) days following the 37th Floor Expiration Date, be liable to Landlord for and indemnify Landlord against (i) any payment or rent concession whichLandlord may be required to make to any New Tenant by reason of the late delivery of space to the New Tenant as a result of Tenant’s holding over or in order toinduce such New Tenant not to terminate its lease by reason of the holding over by Tenant, (ii) the loss of the benefit of the bargain if any New Tenant shallterminate its lease by reason of the holding over by Tenant and (iii) any claim for damages by any New Tenant. No holding over by Tenant after the Term shalloperate to extend the Term, and the acceptance of any rent paid by Tenant pursuant to this Section 6.10 shall not preclude Landlord from commencing andprosecuting a holdover or summary eviction proceeding. The provisions of this Section 6.10 shall be deemed to be an “agreement expressly providing otherwise”within the meaning of Section 232-c of the Real Property Law of the State of New York. Tenant expressly waives, for itself and for any person or entity claimingthrough or under Tenant, any rights which Tenant or any such person or entity may have under the provisions of Section 2201 of the New York Civil Practice Lawand Rules and of any successor law of like import then in force, in connection with any holdover summary proceedings which Landlord may institute to enforcethe provisions of this Lease. “ Applicable Percentage ” means (x) for any period of such holdover commencing after the expiration or termination of this Leasethrough the 60th such day, 125%, (y) for the next 60 days of such holdover, 150%, and (z) thereafter, 200%. 6.11 Attorneys’ Fees . If any action or proceeding is brought by Landlord or Tenant to enforce its rights under this Lease, the prevailingparty in such action shall be entitled to collect its reasonable attorneys’ fees and costs of suit from the other party. 6.12 Nonliability and Indemnification . (a) Neither Landlord, any Superior Lessor or any Superior Mortgagee, nor any partner, director,officer, shareholder, principal, board member, agent or employee of Landlord, any Superior Lessor or any Superior Mortgagee (whether disclosed or undisclosed),shall be liable to Tenant for (i) any loss, injury or damage to Tenant or to any other person, or to its or their property, irrespective of the cause of such injury,damage or loss, nor shall the aforesaid parties be liable for any loss of or damage to property of Tenant or of others entrusted to employees of Landlord; provided ,that, except to the extent of the release of liability and waiver of subrogation provided in Section 7.03 hereof, the foregoing shall not be deemed to relieve Landlordof any liability to the extent resulting from the negligence or willful misconduct of Landlord, its agents or employees in the operation or maintenance of thePremises or the Building, (ii) any loss, injury or damage described in clause (i) above caused by other tenants, occupants or persons in, upon or about the Building,or caused by operations in construction of any private, public or quasi-public work, or (iii) even if due to negligence or willful misconduct, consequential damagesarising out of any loss of use of the Premises or any equipment, facilities or other Tenant’s Property therein or otherwise. - 65 -  (b) Subject to the provisions of Section 7.03 , Tenant shall indemnify and hold harmless Landlord, all Superior Lessors and allSuperior Mortgagees and each of their respective partners, members, directors, officers, shareholders, principals, board members, agents and employees (each, a “Landlord Indemnified Party ”), from and against any and all claims arising from or in connection with (i) the conduct or management of the Premises or of anybusiness therein, or any work or thing done, or any condition created, in or about the Premises, (ii) any act, omission or negligence of Tenant or any personclaiming through or under Tenant or any of their respective partners, directors, officers, agents, employees or contractors, (iii) any accident, injury or damageoccurring in, at or upon the Premises (or outside the Premises if arising from or in connection with Tenant’s installations in, or use of, areas outside the Premises),(iv) any default by Tenant in the performance of any of Tenant’s obligations under this Lease, (v) the performance of Tenant’s Initial Work and (vi) any brokeragecommission or similar compensation claimed to be due by reason of any proposed subletting or assignment by Tenant (irrespective of the exercise by Landlord ofany of the options in Section 5.02(b) ); in each case, together with all costs, expenses and liabilities incurred in connection with each such claim or action orproceeding brought thereon, including, without limitation, all reasonable attorneys’ fees and disbursements; provided , that the foregoing indemnity shall not applyto the extent such claim results from the negligence (other than negligence to which the release of liability and waiver of subrogation provided in Section 7.03applies) or willful misconduct of any Landlord Indemnified Party. If any action or proceeding is brought against any Landlord Indemnified Party by reason of anysuch claim, Tenant, upon notice from such Landlord Indemnified Party shall resist and defend such action or proceeding by counsel reasonably satisfactory to suchLandlord Indemnified Party, and counsel selected by Tenant’s insurance company to resist and defend such action or proceeding is, absent a conflict, herebydeemed to be satisfactory to such Landlord Indemnified Party. (c) Subject to the provisions of Section 7.03 , Landlord shall indemnify and hold harmless Tenant and Tenant’s partners,members, directors, officers, shareholders, principals, agents and employees (each, a “ Tenant Indemnified Party ”), from and against any and all claims arisingfrom or in connection with (i) any negligence or willful misconduct of Landlord or its agents, servants or employees in connection with the operation ormanagement of the common areas of the Building and (ii) any default by Landlord in the performance of any of Landlord’s obligations under this Lease, in eachcase together with all costs, expenses and liabilities incurred in connection with each such claim or action or proceeding brought thereon, including, withoutlimitation, all reasonable attorneys’ fees and disbursements; provided , that the foregoing indemnity shall not apply to the extent such claim results from thenegligence (other than negligence to which the release of liability and waiver of subrogation provided in Section 7.03 applies) or willful misconduct of any TenantIndemnified Party. If any action or proceeding is brought against any Tenant Indemnified Party by reason of any such claim, Landlord, upon notice from suchTenant Indemnified Party, shall resist and defend such action or proceeding by counsel reasonably satisfactory to such Tenant Indemnified Party, and counselselected by Landlord’s insurance company to resist and defend such action or proceeding is, absent a conflict, hereby deemed to be satisfactory to such TenantIndemnified Party. - 66 -  ARTICLE 7 Insurance; Casualty; Condemnation 7.01 Compliance with Insurance Standards . (a) Tenant shall not violate, or permit the violation of, any condition imposed by anyinsurance policy then issued in respect of the Project and shall not do, or permit anything to be done, or keep or permit anything to be kept in the Premises, whichwould subject Landlord, any Superior Lessor or any Superior Mortgagee to any liability or responsibility for personal injury or death or property damage, or whichwould increase any insurance rate in respect of the Project over the rate which would otherwise then be in effect or which would result in insurance companies ofgood standing refusing to insure the Project in amounts reasonably satisfactory to Landlord, or which would result in the cancellation of, or the assertion of anydefense by the insurer in whole or in part to claims under, any policy of insurance in respect of the Project, provided, however, that in no event shall the mere useof the Premises for customary and ordinary office purposes, as opposed to the manner of such use, constitute a breach by Tenant of the provisions of this Section7.01 . (b) If, by reason of any failure of Tenant to comply with this Lease, the premium(s) on Landlord’s insurance on the Project shallbe higher than they otherwise would be, Tenant shall reimburse Landlord, within 30 days after demand, for that part of such premium(s) attributable to such failureon the part of Tenant. A schedule or “make up” of rates for the Project or the Premises, as the case may be, issued by any insurance boards making rates forinsurance for the Project or the Premises, as the case may be, shall be conclusive evidence of the facts therein stated and of the several items and charges in theinsurance rate then applicable to the Project or the Premises, as the case may be. 7.02 Tenant’s Insurance . Tenant shall maintain at all times during the Term insurance coverage meeting the requirements set forth inSections (A) and (C) of Exhibit J attached hereto. The limits of such insurance shall not limit the liability of Tenant. Tenant’s insurance shall be primary insuranceand shall not be considered contributory insurance with any insurance policies of Landlord. Landlord’s insurance shall apply in excess of all insurance coveragerequired of Tenant in accordance with this Section 7.02 and Exhibit J , whether such insurance is primary, contingent or on any other basis, and regardless ofwhether such Tenant’s insurance coverage is valid or collectible. Tenant shall deliver to Landlord and all Additional Insureds (as defined in Exhibit J ), prior toTenant having access to the Building (pursuant to the provisions of Section 4.01(b) or otherwise), fully paid-for policies or certificates of insurance for all suchrequired insurance, in form reasonably satisfactory to Landlord, issued by the insurance company or its authorized agent. An Accord Form Certificate of Insurance(Accord 25 for Liability and Accord 27 for Property) or its equivalent shall be deemed reasonably satisfactory to Landlord. Tenant shall procure and pay forrenewals of such insurance from time to time before the expiration thereof, and Tenant shall endeavor to deliver to Landlord and any Additional Insureds suchrenewal policy or a certificate thereof at least 30 days before the expiration of any existing policy. All such policies shall be issued by companies of recognizedresponsibility licensed to do business in New York State (except the Products and Completed Operations Liability policy, which shall not be required to be issuedby a company authorized to do business in New York State) and rated by Best’s Insurance Reports or any successor publication of comparable standing as A/VIIIor better or the then equivalent of such rating, and all such policies shall contain a provision whereby the same cannot be canceled, allowed to lapse or modifiedunless Landlord and any Additional Insureds are given at least 30 days prior written notice of such cancellation, lapse or modification. Tenant shall cooperate withLandlord in connection with the collection of any insurance moneys that may be due in the event of loss and Tenant shall execute and deliver to Landlord suchproofs of loss and other instruments which may be required to recover any such insurance moneys. Landlord may from time to time require that the amount of theinsurance to be maintained by Tenant under this Section 7.02 be increased and/or that Tenant provide additional insurance coverage, so that the insurancemaintained by Tenant adequately protects Landlord’s interest; provided, that any such increased amounts or additional coverage shall not be materially in excess ofthe amounts and coverage landlords of similar First Class Office Buildings require their tenants to maintain. In the event Tenant fails to maintain the limits orcoverages as required herein, Landlord may obtain such insurance as an agent of the Tenant without prior notice. Any premiums paid by Landlord in connectionwith such insurance obtained by Landlord together with interest thereon at the Interest Rate from the date paid by Landlord until the date reimbursed by Tenantshall be payable by Tenant to Landlord. - 67 -  7.03 Subrogation Waiver . Landlord and Tenant shall each include in each of its insurance policies (insuring the Building in case ofLandlord, and insuring Tenant’s Property and Fixtures in the case of Tenant, against loss, damage or destruction by fire or other casualty) a waiver of the insurer’sright of subrogation against the other party during the Term or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policyshall not be invalidated if the insured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) anyother form of permission for the release of the other party. A waiver of subrogation shall be effective as to any individual or entity even if such individual or entity(a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium directly or indirectly, and (c) whether or notsuch individual or entity has an insurable interest in the property damaged. Each party hereby (x) releases the other party with respect to any claim (including aclaim for negligence) which it might otherwise have against the other party for loss, damage or destruction with respect to its property occurring during the Term tothe extent to which it is, or is required to be, insured under a policy or policies containing a waiver of subrogation or permission to release liability and (y) waivesall rights of recovery against the other party, whether under subrogation or otherwise, for any deductibles. Nothing contained in this Section 7.03 shall be deemedto relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in thisLease. All waivers and releases for the benefit of Landlord pursuant to this Section 7.03 shall be deemed to apply to and for the benefit of, and, if applicable, shallbe obtained with respect to, The Related Companies, L.P., Oxford Hudson Yards LLC, Mitsui Fudosan America, Inc., MFA 55 HY LLC, 55 Hudson YardsMember LLC and any of such entities’ and Landlord’s officers, agents, and employees, in addition to, and with the same effect as, the application of suchprovisions to Landlord. 7.04 Condemnation . (a) If there shall be a total taking of the Building or the Premises in condemnation proceedings or by any right ofeminent domain, this Lease and the term and estate hereby granted shall terminate as of the date of taking of possession by the condemning authority and all Rentshall be prorated and paid as of such termination date. If there shall be a taking of any material (in Landlord’s reasonable judgment) portion of the Building(whether or not the Premises are affected by such taking), then Landlord may terminate this Lease and the term and estate granted hereby by giving notice toTenant within 60 days after the date of taking of possession by the condemning authority. If there shall be a taking of the Premises of such scope (but in no eventless than 20% thereof) that Tenant would, in Tenant’s reasonable judgment, be unable to operate the untaken part of the Premises in a functionally equivalentmanner to the manner in which Tenant operated such untaken part of the Premises prior to the taking then Tenant may terminate this Lease and the term and estategranted hereby by giving notice to Landlord within 60 days after the date of taking of possession by the condemning authority. If either Landlord or Tenant shallgive a termination notice as aforesaid, then this Lease and the term and estate granted hereby shall terminate as of the date of such notice and all Rent shall beprorated and paid as of such termination date. In the event of a taking of the Premises which does not result in the termination of this Lease (i) the term and estatehereby granted with respect to the taken part of the Premises shall terminate as of the date of taking of possession by the condemning authority and all Rent shallbe appropriately abated for the period from such date to the Expiration Date and (ii) Landlord shall with reasonable diligence restore the remaining portion of thePremises (exclusive of Tenant’s Property) as nearly as practicable to its condition prior to such taking. - 68 -  (b) In the event of any taking of all or a part of the Building, Landlord shall be entitled to receive the entire award in thecondemnation proceeding, including, without limitation, any award made for the value of the estate vested by this Lease in Tenant or any value attributable to theunexpired portion of the Effective Period, and Tenant hereby assigns to Landlord any and all right, title and interest of Tenant now or hereafter arising in or to anysuch award or any part thereof, and Tenant shall be entitled to receive no part of such award; provided , that nothing shall preclude Tenant from making a separateclaim in any such condemnation proceeding for the value of all improvements, alterations and additions made to the Premises by Tenant (less the amount of theWork Allowance), and for the value of Tenant’s furniture, fixtures, machinery and equipment contained in the Premises and for expenses (including movingexpenses, and attorney’s fees) incurred by Tenant as a result of such proceeding, provided the same does not include any value of the estate vested by this Lease inTenant or of the unexpired portion of the Effective Period and does not reduce the amount available to Landlord or materially delay the payment thereof. (c) If all or any part of the Premises shall be taken for a limited period, Tenant shall be entitled, except as hereinafter set forth, tothat portion of the award for such taking which represents compensation for the use and occupancy of the Premises, for the taking of Tenant’s Property and formoving expenses, and Landlord shall be entitled to that portion which represents reimbursement for the cost of restoration of the Premises. This Lease shall remainunaffected by such taking and Tenant shall continue to be responsible for all of its obligations under this Lease and shall continue to pay in full all Rent when due.If the period of temporary use or occupancy shall extend beyond the Expiration Date, that part of the award which represents compensation for the use andoccupancy of the Premises shall be apportioned between Landlord and Tenant as of the Expiration Date. Any award for temporary use and occupancy for a periodbeyond the date to which the Rent has been paid shall be paid to, held and applied by Landlord as a trust fund for payment of the Rent thereafter becoming due. (d) In the event of any taking which does not result in termination of this Lease, (i) Landlord, whether or not any award shall besufficient therefor, shall proceed with reasonable diligence to repair the remaining parts of the Building and the Premises (other than those parts of the Premiseswhich constitute Fixtures and Tenant’s Property) to substantially their former condition to the extent that the same may be feasible (subject to reasonable changeswhich Landlord deems desirable) and so as to constitute a complete and rentable Building and Premises and (ii) Tenant, whether or not any award shall besufficient therefor, shall proceed with reasonable diligence to repair the remaining parts of the Premises which constitute Fixtures and Tenant’s Property, tosubstantially their former condition to the extent that the same may be feasible, subject to reasonable changes which shall be deemed Alterations. - 69 -  7.05 Casualty . (a) If the Building or the Premises shall be partially or totally damaged or destroyed by fire or other casualty (each, a “Casualty ”) and if this Lease is not terminated as provided below, then (i) Landlord shall repair and restore the Building and the Premises (excluding all Fixturesand Tenant’s Property) with reasonable dispatch (but Landlord shall not be required to perform the same on an overtime or premium pay basis) after notice toLandlord of the Casualty and the collection of the insurance proceeds attributable to such Casualty and (ii) Tenant shall repair and restore in accordance withSection 4.02 all Fixtures and Tenant’s Property with reasonable dispatch after Landlord shall have substantially completed repair and restoration of the Buildingand the Premises (excluding all Fixtures and Tenant’s Property); provided, that Tenant shall repair and restore in accordance with Section 4.02 hereof all Tenant’sProperty, Fixtures and improvements and betterments with reasonable dispatch immediately after the Casualty to the extent (x) such repair and restoration isnecessary to permit Landlord to commence, perform and complete repair and restoration of the Building and the Premises or (y) in accordance with goodconstruction practice, such work should be performed prior to, or concurrently with, repair and restoration of the Building and the Premises. (b) If all or part of the Premises shall be rendered Untenantable by reason of a Casualty, the Fixed Rent and Recurring AdditionalCharges shall be abated in the proportion that the Untenantable area of the Premises bears to the total area of the Premises, for the period from the date of theCasualty to the earlier to occur of (i) 120 days after the date on which Landlord shall have performed its obligations under Section 7.05(a)(i) , (ii) the date theUntenantable area of the Premises (or any portion thereof) is made tenantable (it being understood and agreed that the term “tenantable” for purposes of thisSection 7.05 shall mean that the Premises (or any portion thereof) is in a condition which permits Tenant to occupy the same for general, administrative andexecutive office uses) (provided, that if the Premises (or a portion thereof) would have been tenantable at an earlier date but for Tenant having failed diligently toprosecute repairs or restoration, then the Premises (or such portion thereof) shall be deemed to have been made tenantable on such earlier date and the abatement(with respect to such portion, if applicable) shall cease) or (iii) the date Tenant or any subtenant reoccupies the Untenantable area of the Premises (or a portionthereof) for the ordinary conduct of business (in which case the Fixed Rent and the Additional Charges allocable to such reoccupied portion shall be payable byTenant from the date of such occupancy). Landlord’s determination of the date the Premises (or a portion thereof) is tenantable shall be controlling unless Tenantdisputes same by notice to Landlord within 10 Business Days after such determination by Landlord, and pending resolution of such dispute, Tenant shall pay Rentin accordance with Landlord’s determination. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of anyCasualty. - 70 -  (c) If by reason of a Casualty (i) the Building shall be so damaged or destroyed (whether or not the Premises are damaged ordestroyed) that repair or restoration thereof shall require more than 365 days or the expenditure of more than 30% percent of the full insurable value of theBuilding (which, for purposes of this Section 7.05(c) , shall mean replacement cost less the cost of footings, foundations and other structures below the street andfirst floors of the Building) immediately prior to the Casualty and Landlord shall give notices terminating leases or has terminated leases (including this Lease) foroffice space in the Building affecting not less than 75% of the then leased rentable square footage of the office space in the Building or (ii) more than 30% of thePremises shall be damaged or destroyed (as estimated in either such case by a reputable contractor, architect or engineer designated by Landlord), then in any suchcase Landlord may terminate this Lease by notice given to Tenant within 120 days after the Casualty. (d) (i) Supplementing the foregoing provisions of this Section 7.05 , within 90 days after Landlord has actual knowledge of anyCasualty rendering 50% or more of the Premises Untenantable, Landlord shall deliver to Tenant an estimate prepared by a reputable contractor selected byLandlord, having at least 10 years’ experience in such matters, setting forth such contractor’s estimate as to the time and cost reasonably required to repair suchdamage in order to make the Premises (or the Untenantable portion thereof) no longer Untenantable. If the period set forth in any such estimate exceeds 365 daysfrom the date of such Casualty, Tenant may terminate this Lease by notice to Landlord given not later than 30 days following Tenant’s receipt of such estimate(time being of the essence). If Tenant shall timely exercise such election, this Lease and the term and estate granted hereby shall terminate on the 60th day afternotice of such election is given by Tenant, and Tenant shall vacate the Premises and surrender the same to Landlord in accordance with the terms of this Lease. Ifthe time period set forth in said estimate exceeds 365 days from the date of such Casualty and Tenant has not elected to terminate this Lease as set forth above, andfor any reason whatsoever (other than Unavoidable Delay or delay caused by Tenant or Tenant’s employees, agents or contractors) Landlord shall not complete therepair and restoration that Landlord is obligated to perform hereunder within 90 days after the date set forth in the estimate as the date by which the repair andrestoration should reasonably be completed, then Tenant shall have the further right to terminate this Lease by notice to Landlord given not later than 30 daysfollowing the last day of such 90-day period after the date set forth in the estimate (time being of the essence) and this Lease shall terminate on the 30th day aftersuch notice is given by Tenant. (ii) Notwithstanding the foregoing, if a Casualty rendering 50% or more of the Premises Untenantable occurs within thelast 18 months prior to the 37th Floor Expiration Date and Landlord’s restoration work would take more than 180 days to substantially complete(excluding restoration of any of Tenant’s Property, Fixtures or Tenant’s improvements and betterments), either party may terminate this Lease by noticegiven to the other within 60 days after the date of the Casualty (time of the essence), in which event this Lease shall terminate on the date specified insuch notice. If either party timely gives such notice, the Term shall expire upon 30 days after such notice is given, and Tenant shall vacate the Premisesand surrender the same to Landlord in accordance with the provisions of this Lease. If a party fails timely to deliver such notice as aforesaid, such partyshall be deemed to have waived its right to give such termination notice and such party shall have no further right to terminate this Lease under thisSection 7.05(d) . - 71 -  (e) Landlord shall not carry any insurance on any Tenant’s Property or Fixtures and shall not be obligated to repair or replaceTenant’s Property or Fixtures. Tenant shall look solely to Tenant’s insurance for recovery of any damage to or loss of Tenant’s Property or Fixtures. Tenant shallnotify Landlord promptly of any Casualty in the Premises. (f) Any dispute between Landlord and Tenant arising under this Article 7 shall be resolved by arbitration conducted in accordancewith the provisions of Section 8.09 . (g) This Section 7.05 shall be deemed an express agreement governing any damage or destruction of the Premises by fire or othercasualty, and Section 227 of the New York Real Property Law providing for such a contingency in the absence of an express agreement, and any other law of likeimport now or hereafter in force, shall have no application. 7.06 Landlord’s Insurance . Landlord shall obtain and keep in full force and effect throughout the Term insurance against loss or damageby fire and other casualty to the Building as may be insurable under then available standard forms of “all-risk” insurance policies, with limits consistent withproperty insurance maintained by prudent owners of First Class Office Buildings. Landlord shall obtain and keep in full force and effect a commercial generalliability insurance policy in respect of the Building and the conduct or operation of business therein, with limits consistent with liability insurance maintained byprudent owners of First Class Office Buildings. ARTICLE 8 Miscellaneous Provisions 8.01 Notice . All notices, demands, consents, approvals, advices, waivers or other communications which may or are required to be givenby either party to the other under this Lease (each, “ Notice ”) shall be in writing and shall be delivered by (a) personal delivery, (b) the United States mail,certified or registered, postage prepaid, return receipt requested, or (c) a nationally recognized overnight courier, in each case addressed as follows: If to Landlord: Legacy Yards Tenant LPc/o The Related Companies, L.P.60 Columbus Circle, 19th FloorNew York, New York 10023Attention: Jeff T. Blau, L. Jay Cross and Andrew Rosen with a copy to each of the following: Oxford Hudson Yards LLC450 Park Avenue, Suite 900New York, New York 10022Attention: Dean J. Shapiro - 72 -  Oxford Properties Group*Royal Bank Plaza, North Tower200 Bay Street, Suite 900Toronto, Ontario M5J 2J2 CanadaAttention: Chief Legal Counsel* and, if different than the address set forth above, to the address posted from time to time as the corporate head office of OxfordProperties Group on the website www.oxfordproperties.com to the attention of the Chief Legal Officer The Related Companies, L.P.60 Columbus Circle, 19th FloorNew York, New York 10023Attention: Amy Arentowicz, Esq. Fried, Frank, Harris, Shriver & Jacobson LLPOne New York PlazaNew York, New York 10022Attention: Robert J. Sorin, Esq. If to Tenant: prior to the date on which Tenant occupies the Premises: Intercept Pharmaceuticals, Inc.450 West 15th Street, Suite 505New York, New York 10011Attention: Bryan Yoon, Esq. after the date on which Tenant occupies the Premises but prior to the date on which Tenant occupies its demised premises at 55 HudsonYards, New York, New York: Intercept Pharmaceuticals, Inc.10 Hudson Yards37th FloorNew York, New York 10001Attention: Bryan Yoon, Esq. after the date on which Tenant occupies its demised premises at 55 Hudson Yards, New York, New York: Intercept Pharmaceuticals, Inc.55 Hudson Yards550 West 34th Street, 23rd FloorNew York, New York 10001Attention: Bryan Yoon, Esq. - 73 -  in each case, with a copy to: Thompson Hine LLP335 Madison Avenue (12th Floor)New York, New York 10017Attention: Mario J. Suarez, Esq. Either party may designate a different or an additional address or addresses for notices intended for such party from time to time by at least 5 days’ notice to theother party. Notices from Landlord may be given by Landlord’s managing agent, if any, or by Landlord’s attorney. Notices from Tenant may be given by Tenant’sattorney. Each Notice shall be deemed to have been given on the date such Notice is actually received as evidenced by a written receipt therefor, and in the event offailure to deliver by reason of changed address of which no Notice was given or refusal to accept delivery, as of the date of such failure. 8.02 Rules and Regulations . Tenant shall comply with, and Tenant shall cause its licensees, employees, contractors, agents and inviteesto comply with, the rules of the Building set forth in Exhibit C , as the same may be reasonably modified or supplemented by Landlord from time to time for thesafety, care and cleanliness of the Premises and the Building and for preservation of good order therein (the “ Rules and Regulations ”). Notwithstanding anythingto the contrary contained in this Lease, Tenant shall not be bound by any such modification or supplement to the Rules and Regulations that (i) imposes, except to ade minimis extent, any new or increased costs or financial obligations on Tenant (unless any such cost or financial obligation is the result of compliance with anyLaws) or (ii) unreasonably affects the conduct of Tenant’s business in the Premises. Landlord shall not be obligated to enforce the Rules and Regulations againstTenant or any other tenant or occupant of the Building or any other party, and Landlord shall have no liability to Tenant by reason of the violation by any tenant orother party of the Rules and Regulations; provided , that Landlord shall not enforce the Rules and Regulations in a manner which discriminates against Tenant. Ifany provision of the Rules and Regulations shall conflict with any provision of this Lease, such provision of this Lease shall govern. 8.03 Severability . If any term or provision of this Lease, or the application thereof to any person or circumstances shall to any extent beinvalid or unenforceable, the remainder of this Lease, or the application of such provision to persons or circumstances other than those as to which it is invalid orunenforceable, shall not be affected, and each provision of this Lease shall be valid and shall be enforceable to the extent permitted by law. 8.04 Certain Definitions . (a) “ Landlord ” means only the owner, at the time in question, of the Building or that portion of the Buildingof which the Premises are a part, or of a lease of the Building or that portion of the Building of which the Premises are a part, so that in the event of any transfer ortransfers of title to the Building or of Landlord’s interest in a lease of the Building or such portion of the Building, the transferor shall be and hereby is relieved andfreed of all obligations of Landlord under this Lease accruing after such transfer, and it shall be deemed, without further agreement, that such transferee hasassumed all obligations of Landlord during the period it is the holder of Landlord’s interest under this Lease. - 74 -  (b) “Landlord shall have no liability to Tenant” or words of similar import mean that Tenant is not entitled to terminate this Lease,or to claim actual or constructive eviction, partial, or total, or to receive any abatement or diminution of Rent, or to be relieved in any manner of any of its otherobligations under this Lease, or to be compensated for loss or injury suffered or to enforce any other right or kind of liability whatsoever against Landlord under orwith respect to this Lease or with respect to Tenant’s use or occupancy of the Premises. (c) “ Unavoidable Delay ” means Landlord’s inability to fulfill or delay in fulfilling any of its obligations under this Lease to beperformed by Landlord or Landlord’s inability to make or delay in making any repairs, additions, alterations, improvements or decorations or Landlord’s inabilityto supply or delay in supplying any equipment or fixtures, if Landlord’s inability or delay is due to or arises by reason of accident, strikes or labor troubles, orweather conditions that render the performance of any such obligation or work unsafe or impracticable, or any cause whatsoever beyond Landlord’s reasonablecontrol, including, without limitation, governmental preemption in connection with a national emergency or other actions of a governmental or quasi-governmentalauthority, Laws, shortages of materials, unavailability of labor, fuel, water, electricity or materials, or delays caused by tenants or other occupants, mechanicalbreakdown, acts of God, enemy action, civil commotion, fire or other casualty, but “Unavoidable Delay” shall not include any inability or delay resulting frominsufficient funds. (d) Whenever any provision of this Lease refers to a specified amount “Subject to CPI Increases”, such amount shall be adjustedas of each anniversary of January 1, 2017. Each such adjustment shall be made by multiplying the applicable amount by the greater of (a) 1.0, or (b) a fraction, thenumerator of which shall be the CPI as most recently published prior to the date of such adjustment and the denominator of which shall be the CPI for January,2016. The term “CPI” shall mean Consumer Price Index for All Urban Consumers, New York-Northern New Jersey-Long Island, NY-NJ-CT-PA, 1982-84=100, orany successor to such index, appropriately adjusted, or if no such index or successor index shall be published, such similar index, appropriately adjusted, as shallreasonably be designated by Landlord and consented to by Tenant, such consent not to be unreasonably withheld, conditioned or delayed. 8.05 Quiet Enjoyment . Tenant shall and may peaceably and quietly have, hold and enjoy the Premises, subject to the other terms of thisLease and to Superior Leases and Superior Mortgages, provided that this Lease is in effect. 8.06 Limitation of Landlord’s and Tenant’s Personal Liability . (a) Tenant shall look solely to Landlord’s interest in the Building(including, without limitation, the rents and profits arising therefrom) for the recovery of any judgment against Landlord, and no other property or assets ofLandlord or Landlord’s members, partners, shareholders, principals, officers or directors, direct or indirect, disclosed or undisclosed, shall be subject to levy,execution or other enforcement procedure for the satisfaction of Tenant’s remedies under or with respect to this Lease. In no event shall Tenant bring any actionagainst any of Landlord’s members, managers, limited partners, shareholders, directors, officers and principals, direct and indirect, for any claims arising out of theLease. - 75 -  (b) No property or assets of Tenant’s members, partners, shareholders, principals, officers or directors, direct or indirect, disclosedor undisclosed, shall be subject to levy, execution or other enforcement procedure for the satisfaction of Landlord’s remedies under or with respect to this Lease. Inno event shall Landlord bring any action against any of Tenant’s members, managers, limited partners, shareholders, directors, officers and principals, direct andindirect, for any claims arising out of the Lease. 8.07 Counterclaims . If Landlord commences any summary proceeding or action for nonpayment of Rent or to recover possession of thePremises, Tenant shall not interpose any counterclaim of any nature or description in any such proceeding or action, unless Tenant’s failure to interpose suchcounterclaim in such proceeding or action would result in the waiver of Tenant’s right to bring such claim in a separate proceeding under applicable law. 8.08 Survival . All obligations and liabilities of Landlord or Tenant to the other which accrued before the expiration or other terminationof this Lease and all such obligations and liabilities which by their nature or under the circumstances can only be, or by the provisions of this Lease may be,performed after such expiration or other termination, shall survive the expiration or other termination of this Lease for a period of 3 years, except as expresslyprovided in this Lease. Without limiting the generality of the foregoing, the rights and obligations of the parties with respect to any indemnity under this Lease, andwith respect to Recurring Additional Charges and any other amounts payable under this Lease, shall survive the expiration or other termination of this Lease. 8.09 Certain Remedies; Arbitration . (a) If Tenant requests Landlord’s consent and Landlord fails or refuses to give such consent,except where Landlord acted in bad faith and in an arbitrary and capricious manner in failing or refusing to give such consent, Tenant shall not be entitled to anydamages for any withholding by Landlord of its consent, it being intended that Tenant’s sole remedy shall be an action for specific performance or injunction orarbitration in accordance with the provisions of Section 8.09(b) , and that such remedy shall be available only in those cases where this Lease provides thatLandlord shall not unreasonably withhold its consent. - 76 -  (b) (i) No dispute relating to this Lease or the relationship of Landlord and Tenant under this Lease shall be resolved byarbitration unless this Lease expressly provides for such dispute to be resolved by arbitration. Either party shall have the right to submit a dispute relating to (x) thereasonableness of the grant or denial of a consent or other determination by the other party when, pursuant to the provisions of this Lease, such other party’sconsent was not to be unreasonably withheld or (y) any other matter for which arbitration is expressly provided as a means of dispute resolution pursuant to theterms of this Lease (except for matters for which a different arbitration procedure is expressly provided), to final and binding arbitration in New York, New Yorkadministered by JAMS in accordance with JAMS Streamlined Arbitration Rules and Procedures in effect at that time (or, if JAMS is no longer in existence, thenadministered by National Arbitration and Mediation (“ NAM ”), in accordance with NAM’s Comprehensive Dispute Resolution Rules and Procedures; and ifNAM is no longer in existence, then administered by the American Arbitration Association under the Expedited Procedures of its Commercial Arbitration Rules ineffect at that time; and if none of the preceding remains in existence, by the expedited arbitration procedures of any succeeding or substantially similar disputeresolution organization). A single arbitrator will be selected pursuant to such rules and procedures (the “ JAMS Arbitrator ”). The parties agree that: (1) theunsuccessful party in such arbitration will pay to the successful party all reasonable attorneys’ fees and disbursements incurred by the successful party inconnection with such arbitration, and will pay any fees and disbursements due to JAMS (or the organization administering the arbitration) and the JAMS Arbitratorand, to the extent the “successful” party cannot be clearly identified, each party will bear its own costs and expenses and the parties will pay their equal share ofany fees and disbursements due to JAMS (or the organization administering the arbitration) and the JAMS Arbitrator; (2) arbitration pursuant to this Section8.09(b)(i) is intended to be the sole and exclusive method of arbitration to be utilized by the parties and the sole and exclusive dispute resolution method to beutilized by the parties concerning any dispute described in clauses (x) or (y) of this Section 8.09(b) ; (3) judgment may be had on the decision and award of thearbitrator so rendered in any court of competent jurisdiction (each party hereby consenting to the entry of such judgment in any such court); (4) the JAMSArbitrator shall have no right to award damages (though the foregoing shall not preclude the JAMS Arbitrator from issuing a determination that results in thepayment or credit from one party to the other if such payment or credit is the subject matter of such arbitration); and (5) any decision or award rendered in sucharbitration, whether or not such decision or award has been entered for judgment, shall be final and binding upon Landlord and Tenant and shall constitute an“award” by the JAMS Arbitrator within the meaning of the applicable arbitration rules and Laws. The JAMS Arbitrator will be bound by the provisions of thisLease and will not have the power to add to, subtract from or otherwise modify such provisions, and will have the authority to, and may, order specificperformance to remedy any breach of the terms of this Lease. The JAMS Arbitrator will consider only the specific issues submitted to him/her for resolution, andwill be directed to make a determination as to the “successful” party or a specific determination that there is no prevailing party. If any party fails to appear at aduly scheduled and noticed hearing, the JAMS Arbitrator is hereby expressly authorized to enter judgment for the appearing party. The JAMS Arbitrator shall bedirected by both parties to issue a determination that provides an explanation of his/her decision with reasonable specificity. Landlord and Tenant shall each havethe right to appear and be represented by counsel before said JAMS Arbitrator and to submit such data and memoranda in support of their respective positions inthe matter in dispute as may be reasonably necessary or appropriate under the circumstances. Neither party shall have ex parte communications with any arbitratorselected under this Section 8.09(b) following his or her selection and pending completion of the arbitration hereunder. (ii) Any JAMS Arbitrator acting under this Section 8.09 in connection with any matter shall (1) be experienced in thefield to which the dispute relates, (2) have been actively engaged in such field for a period of at least 10 years before the date of his or her appointment asa JAMS Arbitrator hereunder, (3) be sworn fairly and impartially to perform his or her respective duties as a JAMS Arbitrator hereunder, (4) not be anemployee or past employee of Landlord or Tenant or of any other person, partnership, corporation or other form of business or legal association or entitythat controls, is controlled by or is under common control with Landlord or Tenant and (5) never have represented or been retained for any reasonwhatsoever by Landlord or Tenant or any other person, partnership, corporation or other form of business or legal association or entity that controls, iscontrolled by or is under common control with Landlord or Tenant. - 77 -  (iii) Landlord and Tenant agree to sign all documents and to do all other things necessary to submit any such matter toarbitration and further agree to, and hereby do, waive any and all rights they or either of them may at any time have to revoke their agreement hereunderto submit to arbitration and to abide by the decision rendered thereunder. For such period, if any, as this agreement to arbitrate is not legally binding or thearbitrator’s award is not legally enforceable, the provisions requiring arbitration shall be deemed deleted and matters to be determined by arbitration shallbe subject to litigation. (iv) The provisions of this Section 8.09(b) shall survive the expiration or sooner termination of this Lease. 8.10 No Offer; Counterparts . The submission by Landlord of this Lease in draft form shall be solely for Tenant’s consideration and notfor acceptance and execution. Such submission shall have no binding force or effect and shall confer no rights nor impose any obligations, including brokerageobligations, on either party unless and until both Landlord and Tenant shall have executed a lease and duplicate originals thereof shall have been delivered to therespective parties. This Lease may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, even where such executedcounterpart is delivered via facsimile or Portable Document Format, but all of which together shall constitute one and the same instrument. 8.11 Captions; Construction . The table of contents, captions, headings and titles in this Lease are solely for convenience of reference andshall not affect its interpretation. This Lease shall be construed without regard to any presumption or other rule requiring construction against the party causing thisLease to be drafted. Each covenant, agreement, obligation or other provision of this Lease on Tenant’s part to be performed, shall be deemed and construed as aseparate and independent covenant of Tenant, not dependent on any other provision of this Lease. 8.12 Amendments . This Lease may not be altered, changed or amended, except by an instrument in writing signed by the party to becharged. 8.13 Broker . Each party represents to the other that such party has dealt with no broker other than CBRE, Inc. (representing Landlord) andNewmark & Company Real Estate, Inc., d/b/a Newmark Grubb Knight Frank (representing Tenant) (collectively, the “ Broker ”) in connection with this Lease or,with respect to Tenant only, the Project, and each party shall indemnify and hold the other harmless from and against all loss, cost, liability and expense (including,without limitation, reasonable attorneys’ fees and disbursements) arising out of any claim for a commission or other compensation by any broker other than Brokerwho alleges that it has dealt with the indemnifying party in connection with this Lease or the Project. Landlord shall enter into separate agreements with Brokerwhich provide that, if this Lease is executed and delivered by both Landlord and Tenant, Landlord shall pay to Broker any commission that Broker may be entitledto in connection with this Lease, subject to, and in accordance with, the terms and conditions of such agreement. - 78 -  8.14 Merger . Tenant acknowledges that Landlord has not made and is not making, and Tenant, in executing and delivering this Lease, isnot relying upon, any warranties, representations, promises or statements, except to the extent that the same are expressly set forth in this Lease. This Leaseembodies the entire understanding between the parties with respect to the subject matter hereof, and all prior agreements, understanding and statements, oral orwritten, with respect thereto are merged in this Lease. 8.15 Successors . This Lease shall be binding upon and inure to the benefit of Landlord, its successors and assigns, and shall be bindingupon and inure to the benefit of Tenant, its successors, and to the extent that an assignment may be approved by Landlord or is otherwise expressly permitted underthe terms of this Lease, Tenant’s assigns. 8.16 Applicable Law . This Lease shall be governed by, and construed in accordance with, the laws of the State of New York, withoutgiving effect to any principles of conflicts of laws. 8.17 No Development Rights . Tenant acknowledges that it has no rights to any development rights, air rights or comparable rightsappurtenant to the Project or any portion thereof, and consents, without further consideration, to any utilization of such rights by Landlord. Tenant shall promptlyexecute and deliver, at no out-of-pocket cost to Tenant, any instruments which may be requested by Landlord, including instruments merging zoning lots,evidencing such acknowledgment and consent. The provisions of this Section 8.17 shall be construed as an express waiver by Tenant of any interest Tenant mayhave as a “party in interest” (as such term is defined in Section 12-10 Zoning Lot of the Zoning Resolution of the City of New York) in the Project. 8.18 Condominium . This Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to anycondominium declaration and any other documents (collectively, the “ Declaration ”) which are or shall be recorded in order to convert the Land and theimprovements erected thereon to a condominium form of ownership in accordance with the provisions of Article 9-B of the Real Property Law, or any successorthereto, provided the Declaration does not include any terms which increase Tenant’s monetary or non-monetary obligations (other than to a de minimis extent) ordecrease Tenant’s rights (other than to a de minimis extent) or materially interfere with Tenant’s use of the Premises for executive, administrative and generaloffice purposes. If any such Declaration is to be recorded, Tenant, upon the request of Landlord, shall enter into an amendment of this Lease (at no out-of-pocketcosts to Tenant other than any legal fees incurred by Tenant in connection with same) reasonably acceptable to Tenant confirming such subordination andmodifying the Lease in such respects as shall be necessary to conform to such condominiumization, including, without limitation, appropriate adjustments toTenant’s Share and appropriate reductions in the Base Operating Amount, the Base PILOT Amount and the Base Impositions Amount; provided, that, Landlordprovides to Tenant a subordination, non-disturbance and attornment agreement duly executed by the board of such condominium in a form reasonably acceptableto Tenant. - 79 -  8.19 Embargoed Person . Tenant represents that as of the date of this Lease, and Tenant covenants that throughout the Effective Period:(a) Tenant is not, and shall not be, an Embargoed Person, (b) none of the funds or other assets of Tenant are or shall constitute property of, or are or shall bebeneficially owned, directly or indirectly, by any Embargoed Person; (c) no Embargoed Person shall have any interest of any nature whatsoever in Tenant, with theresult that the investment in Tenant (whether directly or indirectly) is or would be blocked or prohibited by law or that this Lease and performance of theobligations hereunder are or would be blocked or in violation of law and (d) none of the funds of Tenant are, or shall be derived from, any activity with the resultthat the investment in Tenant (whether directly or indirectly) is or would be blocked or in violation of law or that this Lease and performance of the obligationshereunder are or would be in violation of law. “ Embargoed Person ” means a person, entity or government (i) identified on the Specially Designated Nationals andBlocked Persons List maintained by the United States Treasury Department Office of Foreign Assets Control and/or any similar list maintained pursuant to anyauthorizing statute, executive order or regulation and/or (ii) subject to trade restrictions under United States law, including, without limitation, the InternationalEmergency Economic Powers Act, 50 U.S.C. § 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulationspromulgated under any such laws, with the result that the investment in Tenant (whether directly or indirectly), is or would be prohibited by law or this Lease is orwould be in violation of law and/or (iii) subject to blocking, sanction or reporting under the USA Patriot Act, as amended; Executive Order 13224, as amended;Title 31, Parts 595, 596 and 597 of the U.S. Code of Federal Regulations, as they exist from time to time; and any other law or Executive Order or regulationthrough which the U.S. Department of the Treasury has or may come to have sanction authority. If any representation made by Tenant pursuant to this Section 8.19shall become untrue Tenant shall within 10 days give written notice thereof to Landlord, which notice shall set forth in reasonable detail the reason(s) why suchrepresentation has become untrue and shall be accompanied by any relevant notices from, or correspondence with, the applicable governmental agency or agencies. 8.20 Dining Facility; Wet Installations . (a) Tenant shall be permitted to use a portion of the Premises for the operation of a DiningFacility provided (i) Tenant obtains (at its cost and expense) any and all required permits, licenses and certificates therefor (including, without limitation, anynecessary amendment to the certificate of occupancy for the Building which shall be subject to the provisions of Section 1.04(c)) , (ii) Tenant shall perform andpay for any necessary extermination, ventilation and cleaning (in excess of normal office ventilation and cleaning) necessitated by the use of such space as aDining Facility (it being understood that Landlord's provision of cleaning services shall not be extended beyond that provided for herein by reason of Landlord’sapproval of the use of such space as a Dining Facility), (iii) Tenant shall cause the Dining Facility to be properly ventilated so that no odor will emanate from thePremises to other portions of the Building and so as to impose no additional loads and have no other adverse effect on the Building HVAC system (including,without limitation, by replacing and/or upgrading filters) and (iv) Tenant shall otherwise maintain and operate each Dining Facility consistent with the standards ofa First Class Office Building. (b) In connection with Tenant’s use of portion(s) of the Premises for the operation of a Dining Facility, the parties agree asfollows: - 80 -  (i) Tenant acknowledges that if any smoke or odors are released by Tenant from the Premises, Tenant, at its expense,upon and subject to all of the terms of this Lease, upon Landlord’s request, shall perform any work or Alteration reasonably requested by Landlord toremedy such problem. (ii) Tenant, at its expense, upon and subject to all of the terms of this Lease shall keep its equipment and appliancesreasonably clean at all times. (iii) Tenant, at its expense upon and subject to all of the terms of this Lease, shall diligently keep the Premises at all timesfree and clear of rats, mice, other rodents, pests, insects and other vermin. In furtherance thereof, Tenant shall employ an exterminator reasonablyapproved by Landlord to regularly exterminate such rats, mice, other rodents, pests, insects and other vermin, which exterminator shall utilize a methodcommonly used in First Class Office Buildings for the prevention of any infestation by, and extermination of, said animals and insects and Tenant shalltake whatever precautions Landlord deems reasonably necessary to prevent such rats, mice, other rodents, pests, insects and other vermin from existing inthe Premises or permeating into other parts of the Building. Any pest management conducted at the Premises shall emphasize non-chemical methods forpest control and comply with Landlord’s reasonable integrated pest management program, which program shall be generally applicable to all officetenants of the Building. (iv) Tenant, at its expense, upon and subject to all of the terms of this Lease, shall arrange for the removal of Tenant’srefuse and rubbish from each Dining Facility at least once each day and in compliance with all Rules and Regulations and shall retain Landlord’scontractor(s) to perform the same at Tenant’s expense. Landlord shall not be required to furnish any services or equipment for the removal of such refuseand rubbish except (i) Landlord shall provide adequate space for the staging of recycling containers in freight areas and (ii) as may otherwise be expresslyprovided in this Lease. Tenant further agrees not to permit any refuse or rubbish to be collected or disposed of from a Dining Facility during BusinessHours. Tenant shall store all food-related and beverage-related garbage in closed refrigerated units within the Premises until collection. Tenant covenantsthat no supplies or deliveries, nor any of Tenant’s refuse or rubbish, shall be kept or permitted to be kept in any area outside of the Premises except aspermitted by the applicable Rules and Regulations. (v) Landlord, at Tenant’s reasonable expense, may install submeters to measure Tenant’s consumption of water inconnection with the use of any Dining Facilities, in which event Tenant shall reimburse Landlord for the quantities of water shown on such meters, within30 days after demand, at Landlord’s then established charges therefor, which charges as of the Effective Date are set forth on Exhibit H attached heretobased on the actual costs to Landlord to provide such water and shall be subject to increase to the extent of any actual increase in the cost to Landlord ofproviding such water. - 81 -  (vi) Subject to the applicable provisions of this Lease and Landlord’s review and approval of Tenant’s plans therefor,Tenant shall have the right, as part of Tenant’s Initial Work or as a subsequent Alteration, at Tenant’s sole cost and expense, to install an electric waterheater, in a location in the Premises to be designated by Landlord, to serve any Dining Facility in the Premises. (vii) If requested by Landlord in connection with any cafeteria or similar dining facility installed by Tenant in thePremises, Tenant, at its expense, upon and subject to all of the terms of this Lease (including, without limitation, Section 4.02 ), shall install, maintain andreplace as necessary a dehydration grinder capable of achieving at least a 75% reduction in organic waste volume and shall run all organic wastegenerated by or in connection with any such Dining Facility through such dehydration grinder prior to disposing of such waste in accordance with theprovisions of this Section 8.20 . 8.21 Press Releases . Without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditionedor delayed), neither party nor such party’s affiliates or their officers, shareholders, partners, directors, employees or representatives shall make or provide anypublic statement, press release or other public disclosure concerning the transactions contemplated by, and the terms of, this Lease (including, without limitation,by means of statements, press releases or disclosures displayed or accessible electronically, on the internet and/or on social media, such as, by way of exampleonly, Facebook and Twitter), except (i) for any such public statements or disclosures which, in the opinion of such party’s counsel, are legally required (in whichcase the content of such statements or disclosures shall be limited to what is legally required) or (ii) to the extent required by securities laws or complianceprovisions of other Laws or any securities, bond or commodities exchange. In the event that a public announcement or disclosure is permitted pursuant to clauses(i) or (ii) of the preceding sentence, prior to making such disclosure, the disclosing party shall notify the other party of such required public disclosure and usereasonable efforts to coordinate with the other party with respect to the nature and content of such disclosure. 8.22 Tenant Creditworthiness . Tenant shall, from time to time, upon request by Landlord, a Superior Mortgagee or Superior Lessee or aprospective Superior Mortgagee or Superior Lessee (any such party a “ Requesting Party ”), cooperate with such Requesting Party in order to establish Tenant’screditworthiness as required by such Requesting Party (or, in the case of Landlord, as required by Landlord or any current or prospective Superior Mortgagee orSuperior Lessee) in connection with a prospective modification of, or new, superior lease, a prospective refinancing or modification of, or new mortgage, or aprospective sale, assignment or financing or refinancing of Landlord’s interest in this Lease, the Project or any interest in Landlord or any of Landlord’s direct orindirect owners, or for any other reasonable purpose. In connection with such cooperation, Tenant shall furnish to the Requesting Party, within 10 Business Daysafter request by such Requesting Party, all financial information regarding Tenant which is reasonably necessary for such Requesting Party to establish Tenant’screditworthiness, provided, however that Tenant may withhold any information which Tenant is not permitted to disclose under securities laws applicable to publiccompanies. As a condition to Tenant’s obligation to provide such financial information to any Requesting Party other than Landlord, prior to Tenant’s delivery ofsuch financial information, the Requesting Party (if such party is not Landlord) shall execute and deliver a confidentiality agreement with respect to such financialinformation substantially in the form attached hereto as Exhibit N , subject to reasonable negotiation at the request of the Requesting Party. - 82 -  8.23 Recording . Landlord and Tenant agree not to place this Lease or any memorandum of this Lease of record. 8.24 REIT/UBTI Compliance . All Rent and all sums, charges, or amounts of whatever nature under this Lease payable to Landlord shallqualify as “rents from real property” under both the Internal Revenue Code § 512(b)(3) and § 856(d) and all related statutes, regulations, revenue rulings,interpretations, and other official pronouncements, all as in effect from time to time. If the Rent or any other sum, charge, or amount of whatever nature to be paidby Tenant to Landlord under this Lease does not so qualify, then Landlord may reasonably adjust the Rent to achieve such qualification; provided that suchadjustments, in the aggregate, produce the economic equivalent to the Rent that would have been payable by Tenant to Landlord without giving effect to any suchadjustments. Tenant, at no cost to Tenant, shall execute such documents as Landlord reasonably requires to make such adjustments. If the charge or cost for anyservice required or permitted to be performed by Landlord pursuant to this Lease may be treated as “impermissible tenant service” income under the Lawsgoverning a real estate investment trust (“ REIT ”), or as unrelated business taxable income, then, in lieu of Landlord performing such service, such service may beperformed by a taxable REIT subsidiary that is affiliated with either Landlord or Landlord’s property manager, an independent contractor of Landlord orLandlord’s property manager who shall perform its obligations subject to the same requirements as are applicable to Landlord under this Lease (the “ ServiceProvider ”). If Tenant is subject to a charge under this Lease for any such service, then, at Landlord’s direction, Tenant shall pay such charge either to Landlord forfurther payment to the Service Provider or directly to the Service Provider, and, in either case, (a) Landlord will credit such payment against Additional Chargesdue from Tenant under this Lease for such service and (b) such payment to the Service Provider will not relieve Landlord from any obligation under this Leaseconcerning the provisions of such service. 8.25 Time of the Essence . Time shall be of the essence with respect to all deadlines and time periods set forth in this Lease for theexercise of rights under this Lease. ARTICLE 9 Signage 9.01 Premises Signage . Subject to the provisions of Article 4 , Tenant shall have the right, at Tenant’s sole cost and expense, to displayTenant identification signage in the elevator lobby on any full floor of the Premises which Tenant leases; provided , that any such signage has been approved byLandlord (such approval not to be unreasonably withheld, conditioned, or delayed) and is in compliance with applicable Laws. Subject to the provisions of Article4 , Tenant shall have the right, at Tenant’s sole cost and expense, to display Tenant identification signage on any door to the Premises on any partial floor of thePremises which Tenant leases; provided , that any such signage is consistent with Landlord’s signage criteria, has been approved by Landlord (such approval not tobe unreasonably withheld, conditioned, or delayed) and is in compliance with applicable Laws. - 83 -  9.02 Signage Removal . Tenant covenants and agrees that on the expiration or sooner termination of the Term, Tenant, at its sole cost andexpense, shall promptly remove any sign or signs installed or displayed by or on behalf of Tenant pursuant to this Article 9 or otherwise, repair in good andworkmanlike manner all damage caused by such removal and restore the affected portion of the Building to the condition in which it existed prior to the installationof any such sign or signs. 9.03 Building Directory . If Landlord installs an electronic building directory in the Building, Tenant and Tenant’s Affiliates and anypermitted subtenants of Tenant shall be entitled, without charge (except to the extent Landlord incurs any costs in connection with such directory which areincludable in Operating Expenses pursuant to the provisions of Section 2.07 ), to be listed on such directory. [SIGNATURE PAGE FOLLOWS] - 84 -  IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the day and year first written above. Landlord:LEGACY YARDS TENANT LP By:Legacy Yards Tenants GP LLC, its general partner By:/s/ L. Jay Cross Name: L. Jay Cross Title: President Tenant:INTERCEPT PHARMACEUTICALS, INC. By:/s/ Mark Pruzanski Name:Mark Pruzanski Title:CEO Tenant’s Federal Tax I.D. No.:22-3868459 - 85 -  EXHIBIT A DESCRIPTION OF LAND - 1 -  EXHIBIT B FLOOR PLANS These floor plans are annexed to and made a part of this Lease solely to indicate the Premises by outlining and diagonal marking. All areas, conditions, dimensionsand locations are approximate. - 1 -  EXHIBIT C RULES AND REGULATIONS - 1 -  EXHIBIT D STANDARD CLEANING SPECIFICATIONS - 1 -  EXHIBIT E DELIVERY CONDITION - 1 -  EXHIBIT F HVAC SPECIFICATIONS - 1 -  EXHIBIT G ELEVATOR SPECIFICATIONS - 1 -  EXHIBIT H CHARGES FOR LANDLORD SERVICES AND PERSONNEL - 1 -  EXHIBIT I-1 TENANT DESIGN STANDARDS - 1 -  EXHIBIT I-2 CONSTRUCTION RULES - 1 -  EXHIBIT J INSURANCE MINIMUM COVERAGE AND LIMITS A. Insurance to be Maintained by Tenant Pursuant to Section 4.02(f) and Section 7.02 of the Lease (i) Workers Compensation Insurance: providing Statutory Benefits, as required by applicable Law, and Employer’s Liability Insurance. Coverage AStatutoryCoverage BEmployers LiabilityBodily Injury by Accident$1,000,000 Each AccidentBodily Injury by Disease$1,000,000 Policy LimitBodily Injury by Disease$1,000,000 each Employee (ii) Commercial General Liability : including Contractual Liability, Broad Form Property Damage, Personal and Advertising Injury Liability, Host Liquor LegalLiability, written on an occurrence form, with a combined single limit of no less than $1,000,000 each occurrence, and $2,000,000 general aggregate per policyperiod and Fire Damage Liability limit of not less than $100,000 any one fire, or such higher limits as the Landlord may from time to time request. The policy willbe on the then most current Insurance Services Office Commercial General Liability Coverage Form No. CG 0001, or its equivalent. Policy shall include coveragefor all “pollution” hazards usual to mold. (iii) Products and Completed Operations Liability : written on a claims made form, $1,000,000 each occurrence, and $1,000,000 aggregate, or such higherlimits as the Landlord may from time to time request (iv) Commercial Automobile Liability: including owned, hired, and non-owned coverage with a limit of liability of no less than $1,000,000 per occurrence. Suchpolicy shall include coverage for contractual liability. This coverage must include all automotive and truck equipment used in the performance of the work underthis Lease, and must include loading and unloading of same. (v) Umbrella Liability: shall be written on no less than a follow form basis (no more restrictive than the underlying Employer’s Liability, Commercial GeneralLiability and Commercial Automobile Liability) with a Limit of Liability of $10,000,000 per occurrence and in the aggregate, or such higher limits as Landlordmay from time to time request. (vi) Property Insurance: Property insurance shall be purchased, on an “All Risk” form of policy (including coverage for acts of terrorism), for all merchandise,equipment and other Tenant’s Property from time to time located in, on or about the Building and all Fixtures installed by or on behalf of Tenant, under a policy orpolicies in the amount of 100% of replacement cost without deduction for depreciation of such merchandise, equipment, other Tenant’s Property and Fixtures.Such policy or policies shall name Landlord and any Superior Mortgagees and Superior Lessors as loss payee as their interests may appear. Such property policy orpolicies shall include coverage for earthquake/earth movement, demolition and increased cost of construction due to a change in law or ordinance, sewer back-up,extra expense and expediting expense. - 1 -  (vii) Business Income Insurance: Business income insurance shall be purchased, (A) covering all risks required to be covered by the insurance provided forSection (vi) above; (B) in the aggregate amount, for a period of 12 months following the insured against peril, of one hundred percent (100%) of all fixed rent andadditional rent to be paid by Tenant hereunder; and (C) containing an extended period of indemnity endorsement which provides that after the physical loss toTenant’s Property and Fixtures has been repaired, the continued loss of income will be insured for 360 days or until such income returns to the same level it was atprior to the loss, notwithstanding that the policy may expire prior to the end of such period. (viii) Boiler and Machinery: (for Boiler and Machinery used exclusively by Tenant) At all times Tenant shall maintain boiler and machinery insurance on ablanket basis covering the sudden breakdown of all equipment, machinery and apparatus consisting of, but not limited to boilers, heating apparatus fired andunfired pressure vessels, air conditioning equipment, miscellaneous electrical apparatus and their appurtenant equipment in an amount not less than the fullreplacement or functional cost thereof. Such coverage shall include business income insurance (A) covering all risks required to be covered by the insuranceprovided for in Sections (v), (vi) and (vii) above; (B) in the aggregate amount, for a period of 12 months following the insured against peril, of one hundred percent(100%) of all fixed rent and additional rent to be paid by Tenant hereunder; and (C) containing an extended period of indemnity endorsement which provides thatafter the physical loss to Tenant’s Property and Fixtures has been repaired, the continued loss of income will be insured for 360 days or until such income returnsto the same level it was at prior to the loss, notwithstanding that the policy may expire prior to the end of such period. B. Insurance to be Maintained by Tenant’s Contractors Pursuant to Section 4.02(f) of the Lease Any contractor, subcontractor (of any tier), design consultant, sub-consultant (of any tier), and any other party performing work in the Building on behalf of Tenantis a “ Tenant’s Contractor ” for purposes of this Lease. (i) Insurance to be Maintained by Tenant’s Contractors (a) Workers Compensation Insurance: providing Statutory Benefits, as required by applicable state law and Employer’s Liability Insurance. Coverage AStatutoryCoverage BEmployers LiabilityBodily Injury by Accident$1,000,000 Each AccidentBodily Injury by Disease$1,000,000 Policy LimitBodily Injury by Disease$1,000,000 each Employee - 2 -  (b) Commercial General Liability : including Contractual Liability, Products and Completed Operations Liability (which may be a separate policy), Broad FormProperty Damage, Personal and Advertising Injury Liability, Host Liquor Legal Liability, written on an occurrence form, with a Combined Single Limit of no lessthan $ 1,000,000 each occurrence, and $2,000,000 general aggregate per project, per location and $2,000,000 Products Completed Operations aggregate, FireDamage Liability limit of not less than $100,000 any one fire, or such higher limits as the Landlord may from time to time request. The policy will be on the thenmost current Insurance Services Office Commercial General Liability Coverage Form No. CG 0001, or its equivalent. Policy shall include coverage for all“pollution” hazards usual to mold. (c) Commercial Automobile Liability: including owned, hired, and non-owned coverage with a Limit of Liability of no less than $1,000,000 per occurrence.Such policy shall include coverage for contractual liability. This coverage must include all automotive and truck equipment used in the performance of the workunder this Lease, and must include loading and unloading of same. (d) Umbrella Liability: shall be written on no less than a follow form basis (no more restrictive than the underlying Employer’s Liability, Commercial GeneralLiability and Commercial Automobile Liability) with a Limit of Liability of $5,000,000 per occurrence and in the aggregate (or $25,000,000 with respect to anyTenant’s Contractor performing structural work in the Building), or such higher limits as Landlord may from time to time request. (e) Builders Risk: Builders Risk shall be purchased (if not covered under Tenant’s property policies) on an All Risk Policy including “Soft Costs” form for allwork performed, in amounts not less than 100% of the full completed value of the work including materials and equipment stored on or about the job site, while intransit to the job site and while stored away from the job site. Policy shall include coverage for increased cost to repair or replace due to a change in law orordinance, earthquake, and flood. (ii) Insurance to be Maintained by any Tenant’s Contractor which is an Architect or Design Professional (a) Professional Liability: Shall be purchased by all Architects and Engineers for Professional Liability Errors and Omissions in an amount not less than$2,000,000 each claim and annual aggregate for the lead architect or consultant and $1,000,000 each claim and annual aggregate for all sub-consultants, per projectwith a maximum deductible of $10,000, including punitive damage coverage and contractual liability coverage, without limitations. The policy shall have aretroactive date that precedes the start of the design services. Such Errors & Omission policy shall be maintained in full force and effect for the lesser of 6 years orthe statute of limitations from the date the relevant work is completed. Any sub-consultant shall maintain Architects’ Errors and Omissions Professional Liabilitywhich is no more restrictive than the prime consultant’s policy. C. Requirements Applicable to All Insurance Required Pursuant to this Lease (i) Additional Insureds: The General Liability and Umbrella Liability policies required hereunder must name Landlord, The Related Companies L.P., OxfordHudson Yards LLC, any Superior Lessors, any Superior Mortgagees and any of such entities’ subsidiaries, affiliates, directors, officers, members, managers,partners, agents, employees, and assignees, and such other entities hereafter as may be reasonably requested by Landlord (collectively, the “ Additional Insureds ”),as additional insureds. Coverage afforded to the Additional Insureds shall apply on a primary basis. Tenant’s Contractors shall provide Endorsement form CG 2010 11/85 (Form B) or its equivalent and must provide coverage within the Products and Completed Operations coverage section. - 3 -  In the event Tenant and/or any of Tenant’s Contractors, maintains limits greater than set forth herein, Landlord and the then Additional Insureds shall be includedtherein as additional insureds to the fullest extent of all such insurance in accordance with all terms and provisions herein. (ii) Self Insured Retention: Tenant shall have the right to satisfy its insurance obligations under this Lease by means of self-insurance to the extent of all or part ofthe insurance required hereunder, but only so long as: (a) such self-insurance is permitted under all laws applicable to Tenant and/or the Property at the time inquestion; (b) such self-insurance is in compliance with any customary and commercially reasonable minimum insurance requirements imposed upon Landlord byLandlord's lender(s); (c) Tenant maintains a net worth (as shown by its financial statements audited in accordance with generally accepted accounting principles) ofnot less than One Hundred Million Dollars ($100,000,000.00); (d) unless such information is already generally available to the public, Tenant shall, not less thanannually, provide Landlord an audited financial statement, prepared by an independent certified public accountant in accordance with generally acceptedaccounting principles consistently applied, showing the required net worth; and (e) such self-insurance provides for loss reserves that are actuarially derived inaccordance with accepted standards of the insurance industry and accrued (i.e., charged against earnings) or otherwise funded. Any self-insured exposure shall bedeemed to be an insured risk under this Lease. The beneficiaries of such insurance shall be afforded no less insurance protection than if such self-insured portionwas fully insured by an insurance company of the quality and caliber required hereunder (including, without limitation, the protection of a legal defense, byattorneys reasonably acceptable to beneficiaries, and the payment of claims within the same time period that a third party insurance carrier of the quality andcaliber otherwise required hereunder would have paid such claims). The waiver of subrogation provided for hereunder shall be applicable to any self-insuredexposure. All self insured retentions must be acceptable to and approved in writing by Landlord prior to use and the insurance required under this Lease must bemaintained in excess of such self- insurance retention. Any and all deductibles and/or self insured retentions for the insurance policies described in this Exhibit J shall be assumed by and for the account of Tenant or anyTenant’s Contractor, as applicable, at the sole risk and expense of such entity. (iii) Terrorism Coverage: All coverage required herein shall include coverage for certified acts of terrorism. - 4 -  EXHIBIT K APPROVED CONTRACTORS - 1 -  EXHIBIT L SECURITY SPECIFICATIONS - 1 -  EXHIBIT M INTENTIONALLY OMITTED - 1 -  EXHIBIT N FORM OF CONFIDENTIALITY AGREEMENT - 1 -  EXHIBIT O FORM OF LETTER OF CREDIT - 1 -  EXHIBIT P LEED-RELATED REQUIREMENTS FOR ALTERATIONS - 1 -  EXHIBIT Q INTENTIONALLY OMITTED - 1 -  EXHIBIT R INTENTIONALLY OMITTED - 1 -  EXHIBIT S FORM OF LANDLORD’S NON-DISTURBANCE AGREEMENT - 1 -  EXHIBIT T INTENTIONALLY OMITTED - 1 -  Exhibit 10.18 Execution Version ONE HUDSON YARDS OWNER LLC , Landlord TO INTERCEPT PHARMACEUTICALS, INC. , Tenant Lease Dated as of December 7, 2016  TABLE OF CONTENTS Page ARTICLE 1 PREMISES; TERM; USE1 1.01Demise11.02Term21.03Possession Date21.04Use5 ARTICLE 2 RENT8 2.01Rent82.02Fixed Rent82.03Additional Charges82.04PILOT Payments82.05Impositions132.06Tax Payments152.07Operating Payments172.08PILOT, Impositions, Tax and Operating Provisions252.09Electric Charges262.10Manner of Payment272.11Security28 ARTICLE 3 LANDLORD COVENANTS29 3.01Landlord Services293.02General Service Provisions383.03Landlord’s Contribution393.04Governmental Incentives42 ARTICLE 4 LEASEHOLD IMPROVEMENTS; TENANT COVENANTS43 4.01Initial Improvements434.02Alterations534.03Landlord’s and Tenant’s Property574.04Access and Changes to Building584.05Repairs604.06Compliance with Laws; Hazardous Materials614.07Tenant Advertising624.08Right to Perform Tenant Covenants624.09Telecommunications; Shaft Space63 ARTICLE 5 ASSIGNMENT AND SUBLETTING64 5.01Assignment; Etc645.02Landlord’s Right of First Offer665.03Assignment and Subletting Procedures695.04General Provisions70 - i -  5.05Assignment and Sublease Profits725.06Eligible Subtenant; Non-Disturbance735.07Disputes74 ARTICLE 6 SUBORDINATION; DEFAULT; INDEMNITY74 6.01Subordination746.02Estoppel Certificate766.03Default766.04Re-entry by Landlord776.05Damages776.06Other Remedies786.07Right to Injunction786.08Certain Waivers786.09No Waiver796.10Holding Over796.11Attorneys’ Fees796.12Nonliability and Indemnification80 ARTICLE 7 INSURANCE; CASUALTY; CONDEMNATION81 7.01Compliance with Insurance Standards817.02Tenant’s Insurance827.03Subrogation Waiver827.04Condemnation837.05Casualty847.06Landlord’s Insurance86 ARTICLE 8 MISCELLANEOUS PROVISIONS86 8.01Notice868.02Rules and Regulations888.03Severability898.04Certain Definitions898.05Quiet Enjoyment908.06Limitation of Landlord’s and Tenant’s Personal Liability908.07Counterclaims908.08Survival908.09Certain Remedies; Arbitration908.10No Offer; Counterparts928.11Captions; Construction928.12Amendments938.13Broker938.14Merger938.15Successors938.16Applicable Law938.17No Development Rights938.18Condominium948.19Embargoed Person948.20Dining Facility; Wet Installations95 - ii -  8.21Press Releases968.22Tenant Creditworthiness978.23Recording978.24REIT/UBTI Compliance978.25Time of the Essence988.26Car Service Access to Building98 ARTICLE 9 RENEWAL RIGHT98 9.01Renewal Right989.02Renewal Rent and Other Terms99 ARTICLE 10 INTENTIONALLY OMITTED102 ARTICLE 11 RIGHT OF FIRST OFFER102 11.01Offer Space Option102 ARTICLE 12 SIGNAGE105 12.01Premises Signage10512.02Other Tenant Lobby Signage10612.03Signage Removal10612.04Building Directory10612.05Naming106 ARTICLE 13 TERRACE SPACE107 13.01Terrace Space107 EXHIBITS ADescription of LandB-1Floor PlansB-2Approximate Rentable Square Footage of PremisesCRules and RegulationsDStandard Cleaning SpecificationsE-1Delivery ConditionE-2Post Delivery ConditionFHVAC SpecificationsGElevator SpecificationsHCharges for Landlord Services and PersonnelI-1Tenant Design StandardsI-2Construction RulesJInsurance Minimum Coverage and LimitsKApproved ContractorsLSecurity SpecificationsM-1Form of Superior Mortgagee SNDAM-2Form of Superior Lessor SNDA - iii -  M-3Form of PILOT SNDANForm of Confidentiality AgreementOForm of Letter of CreditPLEED-Related Requirements For AlterationsQIntentionally OmittedRIntentionally OmittedSLocation of Capped Valved OutletsTList of Base Building Working DrawingsUDesignated Shaft SpaceVForm of Landlord’s Non-Disturbance AgreementWExisting Superior RightsXRated Partitions Around Building CoreYLife Safety SystemZHoist Impacted AreaAATerrace Space - iv -  INDEX OF DEFINED TERMS Definition Where Defined Acceptance Notice Section 11.01Access Date Section 4.01Additional Charges Section 2.03Additional Tax Amount Section 2.04Additional Tax Payment Section 2.04Affiliate Section 5.01Allocated Generator Capacity Section 3.01Alterations Section 4.02Anticipated Offer Space Inclusion Date Section 11.01Applicable Percentage Section 6.10Arbiter Section 2.07Assignment Consideration Section 5.05ATMs Section 1.04Available Section 11.01Base Building Work Section 4.01Base Building Working Drawings Section 4.01Base Impositions Amount Section 2.05Base Operating Amount Section 2.07Base Operating Year Section 2.07Base PILOT Amount Section 2.04Base PILOT Year Section 2.04Basic Electric Charge Section 2.04Broker Section 8.13Building RecitalsBusiness Days Section 3.02Business Hours Section 3.02Casualty Section 7.05Commencement Date Section 1.02Control Section 5.01CPI Section 8.04Curing Party Section 4.08Customary Ancillary Uses Section 1.04Declaration Section 8.18Decorative Alterations Section 4.02Delay Cost Cap Section 1.03Delivery Condition Section 4.01Desk Space User Section 5.01Dining Facility Section 1.04Effective Date IntroductionEffective Period Section 2.04Electricity Additional Rent Section 2.09Elevators Section 3.01 - 1 -  Eligible Sublease Section 5.06Eligible Subtenant Section 5.06Embargoed Person Section 8.19Excluded Sublease Section 5.02Existing Superior Rights Section 11.01Expiration Date Section 1.02Fair Market Rent Section 9.02Fair Offer Rent Section 11.01Fifth Reduction Date Section 2.11First Class Office Building Section 1.04First Five Year Renewal Term Section 9.01First Reduction Date Section 2.11Fixed Rent Section 2.02Fixtures Section 4.03Fourth Reduction Date Section 2.11Future Reduction Amount Section 2.11GAAP Section 2.07Hazardous Materials Section 4.06Hoist Impacted Area Section 4.01Hoist Impacted Area Work Section 4.01Holidays Section 3.02IDA Section 2.04Impositions Section 2.05Impositions Payment Section 2.05Initial Lease-Up Restriction Section 5.01Initial Meeting Section 9.02Initial Reduction Amount Section 2.11Intercept Tenant Section 4.02Interest Rate Section 4.08Internal Stairs Section 3.01JAMS Arbitrator Section 8.09Land RecitalsLandlord IntroductionLandlord Delay Section 4.01Landlord Delay Notice Section 4.01Landlord Indemnified Party Section 6.12Landlord Services Section 3.01Landlord’s Determination Section 9.02Landlord’s Non-Disturbance Agreement Section 5.06Landlord’s Post Turnover Work Section 4.01Landlord’s Rate Section 2.09Landlord’s Statement Section 2.07Landlord’s Work Section 4.01Landlord’s Turnover Work Section 4.01Latent Defects Section 4.01Laws Section 4.06 - 2 -  LC Date Section 2.11Letter of Credit Section 2.11Lobby Section 12.02Measurement Standard Section 1.01Messenger Center Section 3.01Messenger Center Services Section 3.01Minimum Retainage Section 3.03NAM Section 8.09Net Effective Rental Section 5.02Net Present Rent Value Section 5.02New Tenant Section 6.10Non-Material Alteration Section 4.02Notice Section 8.01Offer Notice Section 11.01Offer Period Section 11.01Offer Space Section 11.01Offer Space Inclusion Date Section 11.01Offer Space Option Section 11.01Operating Expenses Section 2.07Operating Payment Section 2.07Operating Year Section 2.07Other Sublease Considerations Section 5.05Outside Possession Date Section 1.03Outside Requisition Date Section 3.03Outside TCO Date Section 1.03Permitted Users Section 1.04PILOT Section 2.04PILOT Agreement Section 2.04PILOT Amount Section 2.04PILOT Cessation Date Section 2.04PILOT Payment Section 2.04Possession Date Section 1.03Post Delivery Condition Section 4.01Pre-Construction Activities Section 4.01Premises Section 1.01Project RecitalsPunch List Items Section 4.01Records Section 2.07Recurring Additional Charges Section 2.03Reduction Amount Section 2.11Reduction Date Section 2.11REIT Section 8.24Renewal Option Section 9.01Renewal Premises Section 9.01Renewal Term Section 9.01Rent Section 2.01 - 3 -  Rent Commencement Date Section 2.02Requesting Party Section 8.22Required Letter of Credit Amount Section 2.11Reserved Tonnage Section 3.01Restoration Work Section 4.03Rules and Regulations Section 8.02Second Outside Possession Date Section 1.03Second Outside Tenant’s Occupancy Date Section 1.03Second Reduction Date Section 2.11Second Renewal Notice Section 9.01Second Renewal Option Section 9.01Second Renewal Term Section 9.01SNDA Section 6.01Specialty Installations Section 4.03Standby Power Election Date Section 3.01Standby Power Election Notice Section 3.01Standby Power System Section 3.01Subject to CPI Increases Section 8.04Substantial Completion; Substantially Complete Section 4.01Substantial Completion Notice Section 4.01Substantial Portion Section 3.02Successor Landlord Section 6.01Superior Lease Section 6.01Superior Lessor Section 6.01Superior Mortgage Section 6.01Superior Mortgagee Section 6.01Tax Payment Section 2.06Tax Year Section 2.04Taxes Section 2.06TCO Section 1.04Temporary Hoist Enclosure Section 4.01Ten Year Renewal Term Section 9.01Tenant IntroductionTenant Delay Section 4.01Tenant Indemnified Party Section 6.12Tenant Inspection Notice Section 4.01Tenant Requisition Section 3.03Tenant’s Basic Cost Section 5.05Tenant's Contractors Section 4.01Tenant’s Determination Section 9.02Tenant’s Occupancy Date Section 1.03Tenant’s Occupancy Notice Section 1.03Tenant’s Offer Notice Section 5.02Tenant’s Property Section 4.03Tenant’s Share Section 2.04Tenant’s Statement Section 2.07 - 4 -  Tenant’s Initial Work Section 3.03Terrace Space Section 13.01Terrace Space Floor Section 13.01Term Section 1.02Third Outside Tenant’s Occupancy Date Section 1.03Third Reduction Date Section 2.11Transfer Notice Section 5.03Unavoidable Delay Section 8.04Untenantable Section 3.02Violations Section 4.01Walk-Through Date Section 4.01Warranty Period Section 4.01Work Reimbursement Period Section 3.03Work Allowance Section 3.03 - 5 -  LEASE , dated as of December 7, 2016 (the “ Effective Date ”), between ONE HUDSON YARDS OWNER LLC (“ Landlord ”), a Delawarelimited liability company whose address is c/o Related Companies, 60 Columbus Circle, New York, New York 10023 and INTERCEPTPHARMACEUTICALS, INC. (“ Tenant ”), a Delaware corporation whose address is 450 W 15th Street, Suite 505, New York, New York 10011. WITNESSETH : WHEREAS, Landlord is willing to lease to Tenant and Tenant is willing to hire from Landlord, on the terms hereinafter set forth, certain spacein the building known as 55 Hudson Yards and located at 550 West 34 th Street, New York, New York (the “ Building ”), which is to be constructed on the landdescribed on Exhibit A (the “ Land ”, the Land and the Building and all plazas, sidewalks and curbs adjacent thereto are, collectively, the “ Project ”). NOW, THEREFORE, Landlord and Tenant agree as follows: ARTICLE 1 Premises; Term; Use 1.01 Demise . (a) Landlord hereby leases to Tenant and Tenant hereby hires from Landlord, subject to the terms and conditions of thisLease, the entire 23rd through 25th floors of the Building (collectively, the “ Premises ”), in each case, substantially as shown hatched and described as the“Marketing Floors” on the plans annexed as Exhibit B-1 . Landlord and Tenant agree that the Premises leased pursuant to this Section 1.01(a) shall contain, in theaggregate, approximately 85,281 rentable square feet, and that the rentable square footage of each floor of the Premises shall be approximately as set forth onExhibit B-2 annexed hereto; provided, that the rentable square footage of each such floor of the Premises shall be measured and finally determined (subject to theprovisions of Section 1.03 ) in accordance with the Measurement Standard prior to or promptly after the Possession Date (as hereinafter defined). “ MeasurementStandard ” means the Real Estate Board of New York Recommended Method of Floor Measurement for Office Buildings effective January 1, 1987 (as amended in2003) applicable to measuring usable area, with a 27% loss factor applied to the resulting number of usable square feet. Thus, for example, if a full floor contained10,000 usable square feet, such full floor would be deemed to contain 13,699 rentable square feet, obtained by dividing 10,000 by .73 (USF/[1-Loss Factor] =RSF). For a partial floor, the number of usable square feet contained within the common areas on such floor would be allocated on a proportional basis among theleasable areas on such floor before applying the loss factor. Subject to the other applicable provisions of this Lease, the leasing of the Premises by Tenant shall bedeemed to include the non-exclusive right to use in common with others, for their intended uses, the common facilities in the Project designed and intended for useby tenants or other occupants in the Building in common with Landlord and other tenants of the Building, including, without limitation, elevators, fire stairs,mechanical areas serving the Premises (if any), and telephone and electrical closets and riser shafts serving the Premises (if any), and all walkways, loading docks,plazas, courts, public areas within the property line of the Building, service areas, lobbies, landscaped and garden areas and all other common and service areas andcommon amenities of the Project. - 1 -  (b) Notwithstanding the provisions of Section 1.01(a) , Landlord shall have the one-time right, exercisable upon written noticegiven to Tenant on or before January 1, 2017, to redesignate the floors of the Premises; provided, that, in any event, (i) the initial Premises (i.e., the Premises leasedto Tenant pursuant to this Section 1.01 ) shall consist of 3 contiguous full floors, the lowest of which shall be no lower than the 23rd floor of the Building, (ii) all ofsuch 3 contiguous full floors shall be served by the same elevator bank (it being agreed that such elevator bank may be different than the elevator bank serving thePremises initially demised hereunder), (iii) the rentable square footage of each redesignated floor shall not be increased or decreased by more than 5% of therentable square footage of the originally designated floor hereunder and (iv) none of such redesignated floors shall incorporate mechanical or structural equipmentor elements or components, respectively, in areas in which Tenant otherwise had access to and which were not located on the floors originally designated. IfLandlord exercises its right pursuant to this Section 1.01(b) to redesignate the floors of the Premises, Tenant shall lease such redesignated floors upon all of theterms and conditions of this Lease, except that references in this Lease to specific floors of the Building shall be appropriately adjusted to account for such change.After the determination of the floors of the initial Premises in accordance with the foregoing provisions of this Section 1.01(b) , Landlord and Tenant shall confirmsuch determination of floors and any other adjustments to references in this Lease to specific floors of the Building (including, without limitation, adjustments tothe floors serviced by the Elevators (as hereinafter defined) if the elevator bank serving the redesignated floors is different from the elevator bank serving thePremises initially demised hereunder) by executing an instrument reasonably satisfactory to Landlord and Tenant; provided, that failure by Landlord or Tenant toexecute such instrument shall not affect the determination and adjustment of such floors in accordance with this Section 1.01 . 1.02 Term . This Lease shall be effective as of the Effective Date as a binding, enforceable agreement between Landlord and Tenant. Theterm of this Lease (the “ Term ”) shall commence on the Possession Date (as hereinafter defined; such commencement date shall sometimes be referred to in thisLease as the “ Commencement Date ”) and shall end, unless sooner terminated as herein provided, on the last day of the calendar month in which occurs the 15thanniversary of the day preceding the Rent Commencement Date (as hereinafter defined) (such date, as the same may be extended pursuant to Article 9 , is calledthe “ Expiration Date ”). 1.03 Possession Date . (a) The “ Possession Date ” means the earlier of (i) the later of (x) the earliest date upon which SubstantialCompletion of Landlord’s Turnover Work shall have occurred or been deemed to have occurred in accordance with the provisions of Section 4.01(a) of this Leaseand (y) January 1, 2018 and (ii) the date Tenant takes possession of the Premises (or any portion thereof) for the performance of Alterations or for any other reasonother than pursuant to Section 4.01(b) . After the occurrence of the Possession Date, Landlord and Tenant shall promptly confirm the Possession Date, the RentCommencement Date, the Expiration Date and the rentable square footage of each portion of the Premises by a separate instrument; provided , that the failure toexecute and deliver such instrument shall not affect the determination of such dates and rentable square footages in accordance with this Article 1 and Section4.01(a) of this Lease. Any dispute with respect to the rentable square footage of the Premises shall be resolved by arbitration in accordance with the provisions ofSection 8.09 . Pending the resolution of any dispute as to the Possession Date, the Rent Commencement Date and/or the rentable square footage of the Premises (orany portion thereof), Tenant shall pay Rent based upon Landlord’s determination, without prejudice to Tenant’s position or any waiver of its rights under thisLease or at law. - 2 -  (b) Subject to the provisions of Section 1.03(c) hereinafter following, if for any reason Landlord shall be unable to deliverpossession of the Premises to Tenant on any date specified in this Lease for such delivery, Landlord shall have no liability to Tenant therefor and the validity ofthis Lease shall not be impaired, nor shall the Term be extended, by reason thereof. This Section 1.03 shall be an express provision to the contrary for purposes ofSection 223-a of the New York Real Property Law and any other law of like import now or hereafter in effect. (c) (i) Notwithstanding anything to the contrary contained herein, if the Possession Date has not occurred (or be deemed tohave occurred) on or before April 1, 2018 (as such date shall be extended on a day for day basis for each day of Tenant Delay and Unavoidable Delay, the “Outside Possession Date ”) and, solely by reason of Landlord’s failure to cause the Possession Date to occur on or before the Outside Possession Date, Tenant shallactually be delayed in completing Tenant’s Initial Work (as hereinafter defined) and occupying all or a portion of the Premises for the conduct of Tenant’sbusiness, Tenant’s sole and exclusive remedy for such delay shall be (1) the Rent Commencement Date shall be extended by one-quarter (1/4) day (in addition tothe extension of the Rent Commencement Date which may result by virtue of the Possession Date not having timely occurred) for each day that the PossessionDate has not occurred (or be deemed to have occurred) after the Outside Possession Date until the earlier of the date the Possession Date occurs (is deemed to haveoccurred) and the Second Outside Possession Date and (2) if the Possession Date has not occurred (or be deemed to have occurred) on or before the date that is 90days after the Outside Possession Date (as such date shall be extended on a day for day basis for each day of Tenant Delay and Unavoidable Delay, the “ SecondOutside Possession Date ”), the Rent Commencement shall thereafter be extended by one-half (1/2) day (in addition to the extension of the Rent CommencementDate which may result by virtue of the Possession Date not having timely occurred) for each day that the Possession Date has not occurred (or be deemed to haveoccurred) after the Second Outside Possession Date until the date the Possession Date occurs (or is deemed to have occurred). (ii) If the Possession Date has not occurred (or be deemed to have occurred) on or before the Outside Possession Date and,solely by reason of Landlord’s failure to cause the Possession Date to occur on or before the Outside Possession Date, Tenant shall actually be delayed incompleting Tenant’s Initial Work and occupying all or a portion of the Premises for the conduct of Tenant’s business, Landlord shall reimburse (or, at Landlord’soption, Landlord shall credit against the Rent thereafter coming due under this Lease) Tenant for the actual out-of-pocket costs incurred by Tenant as a result of thedelay in Tenant being able to move its employees to the Premises but solely to the extent such costs are incurred as a result of Landlord’s failure to cause thePossession Date to occur on or before the Outside Possession Date; provided, that such costs shall not exceed $125,000.00 in the aggregate (the “ Delay Cost Cap”). Landlord shall reimburse such costs (not to exceed the Delay Cost Cap) or, at Landlord’s option, provide a credit against the Rent thereafter coming due underthis Lease, within 30 days after Tenant delivers reasonable supporting documentation to Landlord evidencing any such costs. - 3 -  (iii) If Landlord has not obtained the TCO (as hereinafter defined) on or before the date that Tenant has substantiallycompleted Tenant’s Initial Work in substantial accordance with the plans approved by Landlord with respect thereto and is ready, willing and able to occupy thePremises for the ordinary conduct of business (“ Tenant’s Occupancy Date ”) and, solely by reason of Landlord’s failure to obtain the TCO on or before Tenant’sOccupancy Date, Tenant shall actually be delayed in completing Tenant’s Initial Work and occupying all or a portion of the Premises for the ordinary conduct ofTenant’s business, Tenant’s sole and exclusive remedy therefor shall be that (1) the Rent Commencement Date shall be extended by 1 day for each day thatLandlord has not obtained the TCO after Tenant’s Occupancy Date until the earlier of the date Landlord obtains the TCO, or would have obtained the TCO but forany Tenant Delay or Unavoidable Delay, and the Second Outside Tenant’s Occupancy Date, (2) if Landlord has not obtained the TCO on or before the date that is90 days after Tenant’s Occupancy Date (the “ Second Outside Tenant’s Occupancy Date ”), the Rent Commencement Date shall thereafter be extended by one andone-quarter (1 ¼) day for each day that Landlord has not obtained the TCO after the Second Outside Tenant’s Occupancy Date until the earlier of the dateLandlord obtains the TCO, or would have obtained the TCO but for any Tenant Delay or Unavoidable Delay, and the Third Outside Tenant’s Occupancy Date and(3) if Landlord has not obtained the TCO on or before the date that is 90 days after the Second Outside Tenant’s Occupancy Date (the “ Third Outside Tenant’sOccupancy Date ”), the Rent Commencement Date shall thereafter be extended by one and one-half (1 ½) day for each day that Landlord has not obtained the TCOafter the Third Outside Tenant’s Occupancy Date until the date Landlord obtains the TCO or would have obtained the TCO but for any Tenant Delay orUnavoidable Delay. Notwithstanding anything to the contrary contained herein, after Tenant substantially completes Tenant’s Initial Work Tenant shall notifyLandlord in writing (“ Tenant’s Occupancy Notice ”) of the anticipated Tenant’s Occupancy Date at least 10 Business Days prior to the occurrence thereof(together with reasonable supporting documentation showing that Tenant has made arrangements to occupy the Premises for the ordinary conduct of business onsuch anticipated Tenant’s Occupancy Date), failing which Tenant’s Occupancy Date shall be deemed to be the later of (1) the date that is 10 Business Days afterthe date Landlord delivers Tenant’s Occupancy Notice to Landlord and (2) the date Tenant is ready, willing and able to occupy the Premises for the ordinaryconduct of business. (iv) If Landlord has not obtained the TCO (as hereinafter defined) on or before the date that is 285 days after the PossessionDate (as such date shall be extended on a day for day basis for each day of Tenant Delay and Unavoidable Delay, the “ Outside Holdover Date ”) and, solely byreason of Landlord’s failure to obtain the TCO on or before the Outside Holdover Date, Tenant shall actually be delayed in completing Tenant’s Initial Work andoccupying all or a portion of the Premises for the conduct of Tenant’s business and Tenant is holding over in the 10 HY Premises solely as a result thereof,Landlord shall reimburse Tenant for the 10 HY Indemnity Obligations for each day that Landlord has not obtained the TCO after the Outside Holdover Date untilthe tenth (10th) Business Day after Landlord obtains the TCO or would have obtained the TCO but for any Tenant Delay or Unavoidable Delay. “ 10 HY Premises” means the portion of the 40 th floor of the building known as 10 Hudson Yards, New York, New York leased by Tenant pursuant to the 10 HY Lease. “ 10 HYLease ” means that certain Lease dated as of the date hereof between Legacy Yards Tenant LP and Tenant. “ 10 HY Indemnity Obligations ” means the aggregateamount of (A) the 10 HY Holdover Rental, minus (B) the Current 10 HY Rental, plus any indemnification obligations actually paid by Tenant pursuant to Section6.10(i)(b) of the 10 HY Lease with respect to a New Tenant (as defined in the 10 HY Lease). “ 10 HY Holdover Rental ” means the holdover rental actually paidby Tenant with respect to the 10 HY Premises pursuant to Section 6.10(i) of the 10 HY Lease. “ Current 10 HY Rental ” means the Rent (as defined in the 10 HYLease) which would be payable by Tenant under the 10 HY Lease with respect to the 10 HY Premises had the term of the 10 HY Lease with respect to the 10 HYPremises continued during such period on the same terms as were in effect immediately prior to the 40th Floor Expiration Date (as defined in the 10 HY Lease). - 4 -  (v) without duplication of Landlord’s reimbursement obligations under clause (iv) but subject to the provisions of Section4.01(d) , if Tenant is unable to perform Tenant’s Initial Work or open for the conduct of business on or before the Outside Holdover Date to the extent resultingsolely from any Landlord Delay or any Violation, and solely by reason of such Landlord Delay or Violation Tenant is holding over in the 10 HY Premises, thenLandlord shall reimburse Tenant for the 10 HY Indemnity Obligations for each day such inability continues as a result of such Landlord Delay or Violation untilthe earlier to occur of (x) such Landlord Delay or Violation is cured and (y) the date Tenant is able to perform Tenant’s Initial Work or open for the conduct ofbusiness. 1.04 Use . (a) Subject to compliance with Laws, the Premises shall be used and occupied by Tenant (and any permitted subtenants and DeskSpace Users) solely for executive, administrative and general office use and Customary Ancillary Uses in connection therewith as shall be reasonably required byTenant in the operation of its business, in each case, consistent with the standards and character of a first-class office building located in midtown Manhattan ofcomparable size, quality and character to the Building (“ First Class Office Building ”), only, and for no other purpose. For purposes of this Lease, “ CustomaryAncillary Uses ” shall mean the following ancillary uses; provided , that such Customary Ancillary Uses are (x) ancillary to the primary use of the Premises forexecutive, administrative and general offices, (y) primarily for the use of Tenant’s employees, business invitees and other persons expressly entitled to use thePremises pursuant to the terms of this Lease (collectively, “ Permitted Users ”) and for the use of operations within the Building and (z) permitted in accordancewith all Laws (it being acknowledged that Landlord makes no representation that any of such ancillary uses are so permitted): (i) training facilities and classrooms in connection with Tenant’s training programs for the exclusive use of PermittedUsers; (ii) subject to the provisions of Section 8.20 hereof, cafeterias, dining facilities and pantries solely for (x) reheating foodvia microwave or similar food warming equipment, (y) serving prepared food and beverages delivered from vendors and (z) vending machines (each, a “Dining Facility ”) and vending machines, in each case, for the exclusive use of Permitted Users (it being agreed that no cooking, involving an open flameor which will require venting to the exterior of the Building other than through the Building’s general exhaust system may be done therein); - 5 -  (iii) duplicating, reproduction and/or offset or other printing facilities (provided that Tenant shall cause such facilities to beconstructed, operated and maintained so that no noise or vibration will emanate from the Premises to any other portions of the Buildings); (iv) board rooms, conference rooms and meeting rooms for the exclusive use of Permitted Users; (v) storage rooms; (vi) shipping and mail rooms; (vii) computer and data processing rooms; (viii) a nursing station for the exclusive use of Permitted Users; (ix) health and exercise facilities with showers for the exclusive use of Permitted Users (provided that (A) the entire flooron which any such exercise facility is located and the entire floor immediately below the floor on which such exercise facility is located shall be leased toTenant, and (B) Tenant shall cause such exercise facility to be constructed, operated and maintained so that no noise or vibration (in each case, other thanto a de minimis extent) will emanate from the Premises to other portions of the Building, it being agreed that if any other tenant or occupant complains toLandlord in good faith about such noise or vibration, then such noise or vibration shall be deemed to be emanating from the Premises to more than a deminimis extent); (x) private showers and lavatory facilities for the exclusive use of Permitted Users; (xi) a travel office for the exclusive use of Permitted Users; and (xii) one or more automatic teller machines (“ ATMs ”) for the exclusive use of Permitted Users (provided that Tenantagrees to maintain such ATMs with Landlord’s preferred banking vendor at the Project if requested by Landlord and Tenant, at Tenant’s sole cost andexpense, shall (A) comply with all Laws with respect to the ownership, use, operation, maintenance and repair of the ATMs, (B) maintain and keep in fullforce and effect all licenses, permits and other approvals required with respect to the ownership, use, operation, maintenance and repair of the ATMs, (C)implement such measures as may be required by Laws, or which Landlord shall reasonably require, to secure the area in and around the ATMs and tootherwise ensure the safety and security of all persons using, operating, maintaining or repairing the ATMs and (D) obtain and keep in full force andeffect such insurance as Landlord may reasonably require with respect to the ATMs and the operations thereof). - 6 -  (b) Except to the extent expressly permitted pursuant to Section 1.04(a) , in no event shall the Premises be used for any of thefollowing: (a) a banking, trust company, or safe deposit business, in each case open for business to the general public, (b) a savings bank, a savings and loanassociation, or a loan company, in each case open for business to the general public, (c) the sale of travelers’ checks and/or foreign exchange, in each case open forbusiness to the general public, (d) a stock brokerage office whose business involves off-the-street retail sales to the general public, (e) a restaurant, bar or for thesale of food or beverages (except to the extent expressly permitted pursuant to Section 1.04(a)(ii) ), (f) photographic reproductions and/or offset printing (otherthan such incidental printing as Tenant may perform in connection with the conduct of Tenant’s usual business operations (and as otherwise expressly permittedpursuant to Section 1.04(a)(iii) ), (g) an employment or travel agency (except to the extent expressly permitted pursuant to Section 1.04(a)(vii) ), (h) a school orclassroom (except to the extent expressly permitted pursuant to Section 1.04(a)(i) ), (i) medical or psychiatric offices (except to the extent expressly permittedpursuant to Section 1.04(a)(viii) ), (j) conduct of an auction, (k) gambling activities, (l) conduct of obscene, pornographic or similar disreputable activities, (m)offices of an agency, department or bureau of the United States Government, any state or municipality within the United States or any foreign government, or anypolitical subdivision of any of them, (n) offices of any charitable, religious, union or other not-for-profit organization, (o) offices of any tax exempt entity withinthe meaning of Section 168(h)(2) of the Internal Revenue Code of 1986, as amended, or any successor or substitute statute, or rule or regulation applicable theretoor (p) manufacturing. The Premises shall not be used for any purpose which would lower the first-class character of the Building, create unreasonable or excessiveelevator or floor loads, impair or interfere with any of the Building operations or the proper and economic heating, ventilation, air-conditioning, cleaning or otherservicing of the Building, constitute a public or private nuisance, or interfere with any other tenant or Landlord, or impair the appearance of the Building. (c) Landlord shall obtain a temporary certificate of occupancy for the Building core (the “ TCO ”) and Landlord agrees that theTCO when issued for the Building, and any subsequent temporary or permanent base building certificate of occupancy obtained by Landlord, will permit the use ofthe Premises for offices. Landlord shall use commercially reasonable efforts to obtain the TCO on or before Tenant’s Occupancy Date, it being agreed thatTenant’s sole and exclusive remedy for Landlord’s failure to obtain the TCO on or before Tenant’s Occupancy Date is set forth in Section 1.03(c)(iii) . If Tenantrequires an amendment to such certificate of occupancy of the Building to use the Premises for any of the uses permitted pursuant to this Section 1.04 other thanmere office use, Landlord, at Tenant’s expense, shall file for and use commercially reasonable efforts to obtain such an amendment to the certificate of occupancy;provided, that neither this Lease nor any of Tenant’s obligations hereunder shall be conditioned upon Landlord obtaining the same. If Tenant desires to obtain anyspecial permits for use of the Premises (including, for purposes of illustration only, and not by way of limitation, a public assembly permit or a temporary orpermanent liquor license for the serving of alcohol to Tenant’s employees and business invitees for consumption in the Premises only (it being agreed that Tenantshall have procured and furnished to Landlord a policy of liquor liability insurance reasonably satisfactory to Landlord in connection therewith and Tenant shallreimburse Landlord for any increased insurance costs incurred by Landlord in connection therewith), Landlord, at Tenant’s expense, shall reasonably cooperatewith respect to the same to the extent such cooperation is reasonably necessary; provided, that obtaining any such permits shall be the sole responsibility of Tenant.If Landlord shall incur any actual out-of-pocket cost in connection with such cooperation or the amendment to the certificate of occupancy, Tenant shall, within 30days after receipt of an invoice therefor, reimburse Landlord for such costs as Additional Charges. - 7 -  ARTICLE 2 Rent 2.01 Rent . “ Rent ” shall consist of Fixed Rent and Additional Charges. 2.02 Fixed Rent . The fixed rent (“ Fixed Rent ”) shall be as follows: (a) for the period commencing on the Rent Commencement Date and ending on the day immediately preceding the 5th anniversaryof the Rent Commencement Date at the rate per annum of $93.00 per rentable square foot of the Premises; (b) for the period commencing on the 5th anniversary of the Rent Commencement Date and ending on the day immediatelypreceding the 10th anniversary of the Rent Commencement Date at the rate per annum of $102.00 per rentable square foot of the Premises; and (c) for the period commencing on the 10th anniversary of the Rent Commencement Date and ending upon the Expiration Date (or,if the Term is extended pursuant to Article 9 , the date of expiration of the initial Term) at the rate per annum of $112.00 per rentable square foot of the Premises. (d) Fixed Rent shall be payable by Tenant in equal monthly installments in advance on the Rent Commencement Date and on thefirst day of each calendar month thereafter (provided that if the Rent Commencement Date is not the first day of a month, then Fixed Rent for the month in whichthe Rent Commencement Date occurs shall be prorated and paid on the Rent Commencement Date). “ Rent Commencement Date ” means the date occurring in the12th month after the Possession Date which is the same numerical date in the month as the Possession Date (except that if no same numerical date shall exist insuch 12th month, the Rent Commencement Date shall be the last day of such 12th month. The Rent Commencement Date may be subject to adjustment asexpressly provided in Sections 1.03(c) , 4.01(d)(iii) and 4.01(d)(iv) of this Lease. 2.03 Additional Charges . “ Additional Charges ” means PILOT Payments, Additional Tax Payments, Impositions Payments, TaxPayments, Operating Payments and all other sums of money, other than Fixed Rent, at any time payable by Tenant under this Lease, all of which AdditionalCharges shall be deemed to be rent. “ Recurring Additional Charges ” means Additional Tax Payments, Impositions Payments, Operating Payments and eitherPILOT Payments or Tax Payments, as applicable. 2.04 PILOT Payments . (a) “ Base PILOT Amount ” means the PILOT Amount payable by Landlord pursuant to the PILOT Agreementfor the Tax Year commencing on July 1, 2021 (the “ Base PILOT Year ”) pursuant to the terms of the PILOT Agreement as in effect as of the Effective Date. “PILOT Amount ” shall have the meaning ascribed to such term in the PILOT Agreement, as such PILOT Agreement is in effect on the Effective Date. - 8 -  (b) “ PILOT Agreement ” means that certain Agency Lease Agreement, dated as of December 1, 2014, by and between the NewYork City Industrial Development Agency (the “ IDA ”) and Landlord, as the same may be modified from time to time; provided, however, that any modificationof such PILOT Agreement which would materially adversely affect or materially adversely increase Tenant’s obligations under this Article 2 shall be disregardedfor the purpose of computing Tenant’s liability for PILOT Payments under this Article 2 (it being agreed that Landlord shall not be restricted from entering intoany such modification but Landlord shall not have the right to pass through any such obligations that materially adversely affect Tenant under this Article 2 ).Landlord represents and warrants to Tenant that a true and complete copy of the PILOT Agreement has been delivered or made available to Tenant. (c) “ PILOT ” means, with respect to any Tax Year, (i) the PILOT Amount payable by Landlord for such Tax Year pursuant to thePILOT Agreement, (ii) any reasonable expenses incurred in contesting the assessed value of the Project (which expenses shall not exceed the amount of any refundor credit attributable to any reduced assessment resulting from such contest), which expenses shall be allocated to the Tax Year(s) to which such expenses relateand (iii) the “Annual Administrative Fee” (as defined in the PILOT Agreement). (d) “ Tax Year ” means each period of 12 months, commencing on the first day of July of each such period, in which occurs anypart of the Term, or such other period of 12 months occurring during the Term as hereafter may be adopted as the fiscal year for real estate tax purposes of the Cityof New York. (e) “ Tenant’s Share ” means the percentage which is calculated by dividing (i) the total rentable square footage of the Premises by(ii) the total rentable square footage of the Building, provided that the method of calculating the rentable square footage of the Premises shall be the same as themethod of calculating the rentable square footage of the Building at the time of any such calculation. For the avoidance of doubt, the square footage of the VentBuilding (as such term is defined in that certain Easement Agreement, dated as of October 12, 2010, among Strategic/Extell 34th Street, LLC and the City of NewYork and recorded in the Office of the City Register as CRFN 2010000394319) shall not be included in the rentable square footage of the Building or any portionthereof for any purpose under this Lease. The parties acknowledge and agree that Tenant’s Share as of the date hereof with respect to the initial Premises demisedhereunder is 5.82%, it being agreed that such percentage is subject to re-measurement and adjustment in accordance with and subject to Section 1.01 and the otherterms and conditions of this Lease. (f) (i) If PILOT for any Tax Year from and after July 1 of the Tax Year immediately following the Base PILOT Year (i.e., fromand after the day immediately following the last day of the Base PILOT Year) until the “Cessation Date” (as defined in the PILOT Agreement; such date shallhereinafter be referred to in this Lease as the “ PILOT Cessation Date ”), shall exceed the Base PILOT Amount (or, with respect to the Tax Year in which thePILOT Cessation Date occurs, if the PILOT Cessation Date occurs on a date other than the first day of a Tax Year, if PILOT for such Tax Year shall exceed theamount that is the product of the Base PILOT Amount multiplied by a fraction, the numerator of which is the number of days in such Tax Year prior to the PILOTCessation Date and the denominator of which is the number of days in such Tax Year), Tenant shall pay to Landlord (each, a “ PILOT Payment ”) Tenant’s Shareof the amount by which PILOT for such Tax Year is greater than the Base PILOT Amount. The PILOT Payment for each Tax Year shall be due and payable byTenant in installments in the same manner that PILOT for such Tax Year is due and payable by Landlord, whether as directed under the PILOT Agreement, to aSuperior Lessor or Superior Mortgagee or otherwise. Tenant shall pay the PILOT Payment (or any installment thereof) within 30 days after the rendering of astatement therefor by Landlord to Tenant, which statement may be rendered so as to require the PILOT Payment (or installment thereof) to be paid by Tenant 30days prior to the date such PILOT Payment (or installment thereof) first becomes due and payable by Landlord. The statement to be rendered by Landlord shall setforth in reasonable detail the computation of Tenant’s Share of the particular installment(s) of PILOT being billed. If there shall be any increase in the PILOT forany Tax Year, whether during or after such Tax Year, or if there shall be any decrease in the PILOT for any Tax Year, the PILOT Payment for such Tax Year shallbe appropriately adjusted and paid or refunded, as the case may be (in accordance with Sections 2.04(g) and 2.08(a) , to the extent applicable). In no event,however, shall PILOT be reduced below the Base PILOT Amount. - 9 -  (ii) In addition to the PILOT Payments set forth above, and the Impositions Payment and Tax Payment set forth below,Tenant shall pay, as Additional Charges on account of real property taxes, for each Tax Year (or portion thereof) throughout the Term of this Lease fromand after the Tax Year commencing on July 1, 2018, an amount equal to the product of (A) the applicable Additional Tax Amount, multiplied by (B) thenumber of rentable square feet contained in the Premises (the “ Additional Tax Payment ”); provided, that if the rentable square footage of the Premisesvaries during any calendar year, such variation shall be taken into account for purposes of the calculation of the Additional Tax Payment for such calendaryear. The Additional Tax Payment shall be due and payable in equal installments on the dates on which PILOT Payments (or installments thereof) are dueand payable by Tenant. Tenant shall pay each such installment within 30 days after the rendering of a statement therefor by Landlord to Tenant, whichstatement may be rendered so as to require such installments to be paid by Tenant on the same dates on which Tenant is required to pay PILOT Payments(or installments thereof). The “ Additional Tax Amount ” shall be (I) $0 for the Tax Year beginning July 1, 2018, (II) $0.75 for the Tax Year beginning onJuly 1, 2019, (III) $1.75 for the Tax Year beginning on July 1, 2020 and (IV) $3.25 for each Tax Year thereafter for the full remaining Term of this Lease.By way of example, if the Premises contains 100,000 rentable square feet during the Tax Year beginning on July 1, 2021, the Additional Tax Payment forthe Tax Year beginning on such July 1 shall be $325,000.00 (i.e., $3.25 x 100,000 = $325,000.00). (g) If Landlord shall receive a refund of PILOT for any Tax Year in which PILOT exceeded the Base PILOT Amount (or a credit inlieu of such a refund), Landlord shall pay to Tenant Tenant’s Share of the net refund or credit (after deducting from such refund or credit the reasonable costs andexpenses of obtaining the same, including, without limitation, appraisal, accounting and legal fees, to the extent that such costs and expenses were not included inthe PILOT for such Tax Year and only to the extent that such costs and expenses shall not exceed the amount of any refund or credit of Tenant’s Share of PILOTfor the corresponding Tax Year); provided , that such payment to Tenant shall in no event exceed Tenant’s PILOT Payment paid for such Tax Year. - 10 -  (h) If the PILOT Amount comprising the Base PILOT Amount is reduced as a result of an appropriate proceeding or otherwise,the PILOT as so reduced shall for all purposes be deemed to be the Base PILOT Amount and Landlord shall notify Tenant of the amount by which the PILOTPayments previously made were less than the PILOT Payments required to be made under this Section 2.04 , and Tenant shall pay the deficiency within 30 daysafter demand therefor. (i) (i) Tenant shall promptly cooperate with Landlord in complying with the disclosure and reporting requirements set forth inthe PILOT Agreement, including, without limitation, by furnishing such information and/or completing such questionnaires and reports as may be required tosatisfy the requirements of Section 8.7 (Employment Matters), Section 8.8 (Non-Discrimination), Section 8.14 (Automatically Deliverable Documents), Section8.15 (Requested Documents) and Section 8.16 (Periodic Reporting Information for the Agency) of the PILOT Agreement. Tenant shall furnish any suchinformation and deliver any such completed questionnaires and reports to Landlord on or prior to the date that is 10 Business Days before the date Landlord isrequired to deliver same to the IDA (unless the period between a request to Landlord from the IDA for any such information, questionnaires or reports and the datesuch information, questionnaires or reports are due to the IDA is shorter than 10 Business Days, in which case Tenant shall deliver such information,questionnaires or reports to Landlord no less than 3 Business Days prior to the date Landlord is required to deliver same to the IDA). (ii) Tenant represents and warrants that Tenant’s occupancy at the Project will not result in the removal of an industrial ormanufacturing plant or facility of Tenant located outside of the City of New York, but within the State of New York, to the Project or in the abandonmentof one or more such industrial or manufacturing plants or facilities of Tenant located outside of the City of New York but within the State of New York. (iii) Tenant represents and warrants that neither Tenant, nor any Principals of Tenant (A) is in default or in breach, beyondany applicable grace period, of its obligations under any written agreement with the Agency or the City, unless such default or breach has been waived inwriting by the Agency or the City, as the case may be, (B) has been convicted of a misdemeanor related to truthfulness and/or business conduct in the past5 years, (C) has been convicted of a felony in the past 10 years, (D) has received formal written notice from a federal, state or local governmental agencyor body that such Person is currently under investigation for a felony criminal offense, or (E) has received written notice of default in the payment to theCity of any taxes, sewer rents or water charges, which have not been paid, unless such default is currently being contested with due diligence inproceedings in court or other appropriate forum. For purposes of this paragraph (iii) only, all capitalized terms used in this paragraph (iii) (other than theterm “Tenant”) shall have the meanings ascribed to them in the PILOT Agreement. - 11 -  (iv) Tenant covenants that at all times from and after the Effective Date through the expiration or earlier termination of thisLease (the “ Effective Period ”), Tenant shall ensure that employees and applicants for employment with Tenant are treated without regard to their race,color, creed, age, sex or national origin. As used in this paragraph (iv) only, the term “treated” shall mean and include the following: recruited, whether byadvertising or other means; compensated, whether in the form of rates of pay or other forms of compensation; selected for training, includingapprenticeship; promoted; upgraded; downgraded; demoted; transferred; laid off; and terminated. (v) Tenant shall indemnify and hold Landlord harmless from and against any and all loss, cost, liability, damage orexpense (including, without limitation, reasonable attorneys’ fees, disbursements and court costs, but specifically excluding any consequential, special orpunitive damages) incurred by Landlord (or any of its Affiliates) arising from any failure of Tenant to comply in all respects with Sections 2.04(i)(i) or2.04(i)(iv) or any misrepresentation by Tenant contained in Sections 2.04(i)(ii) or 2.04(i)(iii) or arising from any other “Event of Default” (as defined inthe PILOT Agreement) under the PILOT Agreement which is solely caused by any act or omission of, or breach of any representation or warranty by,Tenant, or any of its Affiliates, or any of their respective officers, members, directors, principals, employees or agents, in each case, beyond anyapplicable notice and cure periods set forth in the PILOT Agreement (including, without limitation, Section 8.9(f)(iii) of the PILOT Agreement). If anyamount payable by Landlord under the PILOT Agreement is greater than it would otherwise be, or if any additional amount is payable by Landlord underthe PILOT Agreement, in either case, due to any failure of Tenant to comply in all respects with Sections 2.04(i)(i) or 2.04(i)(iv) or any misrepresentationby Tenant contained in Sections 2.04(i)(ii) or 2.04(i)(iii) , Tenant shall pay to Landlord 100% of the amount by which such amount payable is so greaterthan it would otherwise be or 100% of the additional amount payable, as the case may be, within 10 days after Landlord’s demand therefor. (vi) Landlord agrees to observe and perform all of its obligations under the PILOT Agreement and not to cause or permitan Event of Default (as defined in the PILOT Agreement) to occur thereunder if and to the extent Landlord’s failure to observe and perform any suchobligations or to permit such Event of Default, as applicable, is reasonably likely to materially adversely affect Tenant’s obligations under this Article 2 .Landlord shall indemnify and hold Tenant harmless from and against any and all loss, cost, liability, damage or expense (including, without limitation,reasonable attorneys’ fees, disbursements and court costs, but specifically excluding any consequential, special or punitive damages) incurred by Tenantor any of its Affiliates arising from any “Event of Default” (as defined in the PILOT Agreement) under the PILOT Agreement beyond any applicablenotice and cure periods set forth therein which is solely caused by Landlord, or any of its Affiliates, or any of their respective officers, members, directors,principals, employees or agents and which is not caused by any act or omission of, or breach of any representation or warranty by, Tenant. If any amountpayable by Landlord under the PILOT Agreement is greater than it would otherwise be, or if any additional amount is payable by Landlord under thePILOT Agreement, in either case, due to any “Event of Default” (as defined in the PILOT Agreement) under the PILOT Agreement which is solelycaused by Landlord, or any of its Affiliates, or any of their respective officers, members, directors, principals, employees or agents and which is notcaused by any act or omission of, or breach of any representation or warranty by, Tenant, or any of its Affiliates, or any of their respective officers,members, directors, principals, employees or agents, Tenant shall have no liability to pay for any of such incremental amount by which Landlord’spayment obligation is so greater or such additional amount and Landlord will reasonably promptly provide Tenant with any information reasonablyrequired to verify such amounts. - 12 -  (j) Landlord shall, with respect to each Tax Year, initiate and pursue in good faith an application or proceeding seeking a reductionin the assessed valuation of the Building, except that Landlord shall not be required to initiate or pursue any such application or proceeding for any such Tax Yearif Landlord obtains with respect to such Tax Year a letter from a reputable certiorari attorney that in such person’s opinion it would not be advisable or productiveto bring such application or proceeding for the Tax Year in question. Tenant, for itself and its immediate and remote subtenants and successors in interesthereunder, hereby waives, to the extent permitted by law, any right Tenant may now or in the future have to protest or contest any PILOT or Taxes or to bring anyapplication or proceeding seeking a reduction in PILOT, Taxes or assessed valuation or otherwise challenging the determination thereof. 2.05 Impositions . (a) “ Base Impositions Amount ” means Impositions (excluding any amounts described in Section 2.05(b)(ii) ) for the Tax Yearcommencing on July 1, 2018. (b) “ Impositions ” means (i) subject to clause (B) of the last sentence of this Section 2.05(b) , any and all real estate taxes, vaulttaxes, assessments and special assessments, levied, assessed or imposed upon or with respect to the Project by any federal, state, municipal or other government orgovernmental body or authority, including, without limitation, any taxes, assessments or charges imposed upon or against the Project or Landlord solely withrespect to any business improvement district and (ii) any reasonable expenses incurred by Landlord in contesting such taxes, assessments or charges, whichexpenses shall be allocated to the Tax Year to which such expenses relate to the extent that such expenses do not exceed the amount of any reduction inImpositions for the corresponding Tax Year. If at any time the method of taxation shall be altered so that in lieu of or as an addition to or as a substitute for, thewhole or any part of such taxes theretofore imposed on real estate (other than real estate taxes levied by the City of New York) there shall be levied, assessed orimposed (x) a tax, assessment, levy, imposition, fee or charge wholly or partially as a capital levy or otherwise on the rents received therefrom, or (y) any othersuch substitute tax, assessment, levy, imposition, fee or charge, including without limitation, business improvement district and transportation taxes, fees andassessments, then all such taxes, assessments, levies, impositions, fees or charges or the part thereof so measured or based shall be included in “Impositions” to theextent that such substitution is evidenced by either the terms of the legislation imposing such tax or assessment, the legislative history thereof, or other documentsor evidence that reasonably demonstrate that the applicable governmental authority intended for such tax or assessment to constitute a substitution for anyImpositions (provided that the same shall be computed as if the Project is Landlord's sole asset and the income therefrom is Landlord’s sole income). If the owner,or lessee under a Superior Lease (as hereinafter defined), of all or any part of the Project is an entity exempt from the payment of taxes, assessments or chargesdescribed in clause (i) , there shall be included in “Impositions” the taxes, assessments or charges described in clause (i) which would be so levied, assessed orimposed if such owner or lessee were not so exempt, and such taxes, assessments or charges shall be deemed to have been paid by Landlord on the dates on whichsuch taxes, assessments or charges otherwise would have been payable if such owner or lessee were not so exempt but only to the extent Landlord is actuallyobligated to and does pay such taxes, assessments or charges or any payments in lieu thereof. If any Impositions consisting of a special tax assessment may bepayable in installments, then, for the purposes of this Section 2.05 such Impositions shall be deemed to have been so divided and to be payable in the maximumnumber of installments permitted by law (together with any interest charged by the applicable government authority, if interest is so charged), and there shall bedeemed included in Impositions for each Tax Year only the installments of such assessment deemed to be payable during such Tax Year. “Impositions” shall notinclude (A) any municipal, state or federal income taxes assessed against Landlord, any capital levy, estate, gift, succession, inheritance or transfer taxes, or anycorporate franchise taxes or unincorporated business taxes, income or profit tax, or any transfer or mortgage recording tax imposed upon any owner or lessee of theProject, or any part thereof, or capital levy that is or may be imposed upon the net income of Landlord, (B) any PILOT and Taxes and (C) any penalties, interestand late charges imposed on Landlord, any Superior Lessor or Superior Mortgagee for failure to make payments when due, except to the extent directly resultingfrom a default by Tenant hereunder. - 13 -  (c) For each Tax Year from and after the Tax Year commencing on July 1, 2019, if Impositions for any Tax Year shall exceed theBase Impositions Amount, Tenant shall pay to Landlord (each, an “ Impositions Payment ”) Tenant’s Share of the amount by which Impositions for such Tax Yearare greater than the Base Impositions Amount. The Impositions Payment for each Tax Year shall be due and payable in installments in the same manner thatImpositions for such Tax Year are due and payable by Landlord, whether to the applicable taxing authority, to a Superior Lessor or Superior Mortgagee orotherwise. Tenant shall pay Tenant’s Share of each such installment within 30 days after the rendering of a statement therefor by Landlord to Tenant, whichstatement may be rendered so as to require Tenant’s Share of Impositions to be paid by Tenant 30 days prior to the date such Impositions first become due andpayable by Landlord. The statement to be rendered by Landlord shall set forth in reasonable detail the computation of Tenant’s Share of the particularinstallment(s) being billed. If there shall be any increase in the Impositions for any Tax Year, whether during or after such Tax Year, or if there shall be anydecrease in the Impositions for any Tax Year, the Impositions Payment for such Tax Year shall be appropriately adjusted and paid or refunded, as the case may be(in accordance with Sections 2.05(d) and 2.08(a) , to the extent applicable). In no event, however, shall Impositions be reduced below the Base ImpositionsAmount. (d) If Landlord shall receive a refund of Impositions for any Tax Year in which Impositions exceeded the Base ImpositionsAmount, Landlord shall pay to Tenant Tenant’s Share of the net refund (after deducting from such refund the reasonable costs and expenses of obtaining the same,including, without limitation, appraisal, accounting and legal fees, to the extent that such costs and expenses were not included in the Impositions for such TaxYear and to the extent that such expenses do not exceed the amount of any reduction in Tenant’s Share of Impositions for the corresponding Tax Year); provided ,that such payment to Tenant shall in no event exceed Tenant’s Impositions Payment paid for such Tax Year. - 14 -  (e) If the Base Impositions Amount is reduced as a result of an appropriate proceeding or otherwise, Landlord shall notify Tenant ofthe amount by which any Impositions Payments previously made were less than the Impositions Payments required to be made under this Section 2.05 , and Tenantshall pay the deficiency within 30 days after demand therefor. (f) Tenant shall pay any and all commercial rent occupancy tax and any other occupancy tax or rent tax relating to the Premises nowin effect or hereafter enacted. If any occupancy tax or rent tax (including, without limitation, any commercial rent occupancy tax) now in effect or hereafter enactedshall be payable by Landlord in the first instance or hereafter is required to be paid by Landlord, then Tenant shall reimburse Landlord as Additional Charges forall such amounts paid within 30 days after demand therefor. 2.06 Tax Payments . (a) “ Taxes ” means (i) the real estate taxes levied, assessed or imposed upon or with respect to the Project by theCity of New York and (ii) any reasonable expenses incurred by Landlord in contesting such taxes or assessments and/or the assessed value of the Project, whichexpenses shall be allocated to the Tax Year to which such expenses relate. If at any time the method of taxation shall be altered so that in lieu of or as an addition toor as a substitute for, the whole or any part of such real estate taxes theretofore imposed there shall be levied, assessed or imposed (x) a tax, assessment, levy,imposition, fee or charge wholly or partially as a capital levy or otherwise on the rents received therefrom, or (y) any other such substitute tax, assessment, levy,imposition, fee or charge, including without limitation, business improvement district and transportation taxes, fees and assessments, then all such taxes,assessments, levies, impositions, fees or charges or the part thereof so measured or based shall be included in “Taxes” to the extent substituted and to the extentthat such substitution is evidenced by either the terms of the legislation imposing such tax or assessment, the legislative history thereof, or other documents orevidence that reasonably demonstrate that the applicable governmental authority intended for such tax or assessment to constitute a substitution for any Taxes(provided that the same shall be computed as if the Project is Landlord’s sole asset and the income therefrom is Landlord’s sole income). If the owner, or lesseeunder a Superior Lease, of all or any part of the Project is an entity exempt from the payment of taxes described in clause (i) , there shall be included in “Taxes” thetaxes described in clause (i) which would be so levied, assessed or imposed if such owner or lessee were not so exempt and such taxes shall be deemed to havebeen paid by Landlord on the dates on which such taxes otherwise would have been payable if such owner or lessee were not so exempt but only to the extentLandlord is actually obligated to and does pay such taxes, assessments or charges or any payments in lieu thereof. If any Taxes consisting of a special taxassessment may be payable in installments, then, for the purposes of this Section 2.06 such Taxes shall be deemed to have been so divided and to be payable in themaximum number of installments permitted by law (together with any interest charged by the applicable government authority, if interest is so charged), and thereshall be deemed included in Taxes for each Tax Year only the installments of such assessment deemed to be payable during such Tax Year. “Taxes” shall notinclude (A) any municipal, state or federal income taxes assessed against Landlord, any capital levy, estate, gift, succession, inheritance or transfer taxes, or anycorporate franchise taxes or unincorporated business taxes, income or profit tax, or any transfer or mortgage recording tax imposed upon any owner or lessee of theProject, or any part thereof, or capital levy that is or may be imposed upon the net income of Landlord, (B) any PILOT and Impositions and (C) any penalties,interest and late charges imposed on Landlord, any Superior Lessor or Superior Mortgagee for failure to make payments when due, except to the extent directlyresulting from a default by Tenant hereunder. - 15 -  (b) (i) From and after the PILOT Cessation Date, if Taxes for any Tax Year, including the Tax Year in which the PILOTCessation Date occurs, shall exceed the Base PILOT Amount (or, with respect to the Tax Year in which the PILOT Cessation Date occurs, if the PILOT CessationDate occurs on a date other than the first day of a Tax Year, if Taxes for such Tax Year shall exceed the amount that is the product of the Base PILOT Amountmultiplied by a fraction, the numerator of which is the number of days in such Tax Year from and after the PILOT Cessation Date and the denominator of which isthe number of days in such Tax Year), Tenant shall pay to Landlord (each, a “ Tax Payment ”) Tenant’s Share of the amount by which Taxes for such Tax Year (orportion thereof from and after the PILOT Cessation Date) are greater than the Base PILOT Amount (or such pro-rated amount described in the first parenthetical inthis sentence, if applicable). The Tax Payment for each Tax Year shall be due and payable in installments in the same manner that Taxes for such Tax Year are dueand payable by Landlord, whether to the City of New York, to a Superior Lessor or Superior Mortgagee or otherwise. Tenant shall pay Tenant’s Share of each suchinstallment within 30 days after the rendering of a statement therefor by Landlord to Tenant, which statement may be rendered so as to require Tenant’s Share ofTaxes to be paid by Tenant 30 days prior to the date such Taxes first become due and payable by Landlord. The statement to be rendered by Landlord shall setforth in reasonable detail the computation of Tenant’s Share of the particular installment(s) being billed. If there shall be any increase in the Taxes for any TaxYear, whether during or after such Tax Year, or if there shall be any decrease in the Taxes for any Tax Year, the Tax Payment for such Tax Year shall beappropriately adjusted and paid or refunded, as the case may be (in accordance with Sections 2.06(c) and 2.08(a) , to the extent applicable). In no event, however,shall Taxes be reduced below the Base PILOT Amount. (ii) Notwithstanding the occurrence of the PILOT Cessation Date, after the PILOT Cessation Date Tenant shall continue topay Additional Tax Payments as set forth in Section 2.04(f)(ii) , except that such Additional Tax Payments shall be due and payable in installments on thedates on which Tax Payments (or installments thereof) are due and payable by Tenant, and Tenant shall pay each such installment within 10 days after therendering of a statement therefor by Landlord to Tenant, which statement may be rendered so as to require such installments to be paid by Tenant on thesame dates on which Tenant is required to pay Tax Payments (or installments thereof). (c) If Landlord shall receive a refund of Taxes for any Tax Year in which Taxes exceeded the Base PILOT Amount (from andafter the occurrence of the PILOT Cessation Date), Landlord shall pay to Tenant Tenant’s Share of the net refund (after deducting from such refund the reasonablecosts and expenses of obtaining the same, including, without limitation, appraisal, accounting and legal fees, to the extent that such costs and expenses were notincluded in the Taxes for such Tax Year and to the extent that such expenses do not exceed the amount of any reduction in Tenant’s Share of Taxes for thecorresponding Tax Year); provided , that (i) such payment to Tenant shall in no event exceed Tenant’s Tax Payment paid for such Tax Year and (ii) if the PILOTCessation Date occurs on a date other than the first day of any Tax Year, any refund with respect to such Tax Year shall be prorated to correspond to the portion ofsuch Tax Year with respect to which Tenant paid a Tax Payment. - 16 -  (d) If the Base PILOT Amount is reduced as a result of an appropriate proceeding or otherwise after the PILOT Cessation Date,Landlord shall notify Tenant of the amount by which any Tax Payments previously made were less than the Tax Payments required to be made under this Section2.06 , and Tenant shall pay the deficiency within 30 days after demand therefor. 2.07 Operating Payments . (a) “ Base Operating Amount ” means Operating Expenses for the Base Operating Year; provided, that, if, dueto construction warranties in effect during the Base Operating Year, materially fewer expenses on account of repairs to the Building are paid or incurred by or onbehalf of Landlord during such Base Operating Year than would typically be paid or incurred during a calendar year with respect to a new First Class OfficeBuilding comparable in size to the Building with no construction warranties in effect, then the Operating Expenses for the Base Operating Year shall be adjusted toreflect the Operating Expenses that would have been paid or incurred if such construction warranties had not been in effect during the Base Operating Year. Forpurposes of the foregoing sentence only, the term “construction warranties” shall be deemed to refer solely to warranties in effect for a newly constructed FirstClass Office Building that would not typically be in effect at any given time for a First Class Office Building on account of alterations, improvements, repairs andreplacements. (b) “ Base Operating Year ” means the calendar year 2019. (c) “ Landlord’s Statement ” means an instrument setting forth the Operating Payment payable by Tenant for a specified OperatingYear. - 17 -  (d) “ Operating Expenses ” means, without duplication, all expenses paid or incurred by or on behalf of Landlord in respect of therepair, replacement, maintenance, operation and security of the Project as reflected on Landlord’s books and records (which Landlord shall keep in accordancewith GAAP or other acceptable accounting method consistent with the standards of a First Class Office Building), including, without limitation, (i) subject toclause (BB) of this Section 2.07(d) , salaries, wages, medical, surgical, insurance (including, without limitation, group life and disability insurance), union andgeneral welfare benefits, pension payments, severance payments, sick day payments and other fringe benefits of employees of Landlord, Landlord’s affiliates andtheir respective contractors engaged in such repair, replacement, maintenance, operation and/or security; (ii) subject to clause (BB) of this Section 2.07(d) , payrolltaxes, worker’s compensation, uniforms and related expenses (whether direct or indirect) for such employees; (iii) the cost of fuel, gas, steam, electricity, heat,ventilation, air-conditioning and chilled or condenser water, water, sewer and other utilities, together with any taxes and surcharges on, and fees paid in connectionwith the calculation and billing of, such utilities; (iv) the cost of painting and/or decorating all areas of the Project, excluding, however, any space contained thereinwhich is demised or available for demise to tenants; (v) the cost of casualty, liability, fidelity, rent and all other insurance regarding the Project; (vi) subject to thelimitations on capital expenditures hereinafter provided, the cost of all supplies, tools, materials and equipment, whether by purchase or rental, used in the repair,replacement, maintenance, operation and/or security of the Project, and any sales and other taxes thereon; (vii) the fair market rental value of Landlord’s office inthe Building and any other premises in the Building utilized by the personnel of either Landlord, Landlord’s affiliates or Landlord’s contractors, in connection withthe repair, replacement, maintenance, operation and/or security thereof, and all office expenses, such as telephone, utility, stationery and similar expenses incurredin connection therewith; provided, that (A) for the purpose of calculating Operating Expenses for the Base Operating Year and each subsequent Operating Year,the aggregate rentable square footage of Landlord’s office shall be assigned a fixed number, (B) the fair market rental of such office shall be included in the BaseOperating Year, and (C) such fair market rental shall annually be subject to fair market rental increases; (viii) the cost of cleaning and janitorial services, including,without limitation, glass cleaning, snow and ice removal and garbage and waste collection and disposal; (ix) the cost of all interior and exterior landscaping and alltemporary exhibitions located at or within the Project; (x) the cost of all alterations, repairs, replacements and/or improvements made at any time following theBase Operating Year by or on behalf of Landlord, whether structural or non structural, ordinary or extraordinary, foreseen or unforeseen, and whether or notrequired by this Lease, and all tools and equipment related thereto; provided , that if under generally accepted accounting principles consistently applied (“ GAAP”), any of the costs referred to in this clause (x) are required to be capitalized, then such costs shall not be included in Operating Expenses unless they (I) arerequired by any Laws that first became effective (1) on or after the Possession Date or (2) before the Possession Date but with respect to which the obligation tocomply first arises after the Possession Date, (II) have the effect of reducing expenses that would otherwise be included in Operating Expenses (to the extent of thereduction in Operating Expenses reasonably anticipated by Landlord) or (III) constitute a replacement which in Landlord’s reasonable judgment is prudent to makein lieu of repairs to the replaced item(s) so long as it is reasonably likely that the amortized replacement cost of the item in question will be less expensive than theaggregate reasonably anticipated total cost to repair such item (which may include multiple repairs) over the same amortization period, in any of which events thecost thereof, together with interest thereon at either (A) if Landlord shall not finance such alterations, repairs, replacements and/or improvements, the Interest Ratein effect on December 31 of the Operating Year in which such costs were incurred or (B) if Landlord shall finance such alterations, repairs, replacements and/orimprovements, the actual costs incurred by Landlord to finance such alterations, repairs, replacements and/or improvements shall be amortized and included inOperating Expenses over the useful life of the item in question, as reasonably determined by Landlord in accordance with GAAP or such alternative measure asreferred to hereinabove; provided further, that if any such alterations, repairs, replacements and/or improvements described in clause II are made for the purpose ofhaving a beneficial impact on the environment (including, without limitation, if the same are made in connection with participating in a program intended to have abeneficial impact on the environment), then, at Landlord’s option, the cost thereof, together with such interest as described in the foregoing clauses (A) and (B) ,may be amortized and included in Operating Expenses over the period that Landlord reasonably determines in accordance with GAAP that it will take for such costto equal the aggregate amount of the reduction in Operating Expenses realized as a result of such alteration, repair, replacement and/or improvement; (xi) costs ofsecurity services, including, without limitation, offsite vehicle screening for vehicles seeking access to the Project; (xii) management fees not exceeding 3% of theaggregate rents, additional rents and other charges payable to Landlord by tenants of the Building; (xiii) all reasonable costs and expenses of legal, bookkeeping,accounting and other professional services; (xiv) condominium assessments, common charges or similar charges, if the Project is at any time converted to acondominium structure; (xv) customary fees, dues and other contributions paid by or on behalf of Landlord to civic or other real estate organizations and anyassessments, dues, levies or other charges paid to any business improvement district, owners’ association or similar organization or to any entity on behalf of suchan organization; (xvi) all costs and expenses expressly included in Operating Expenses pursuant to the provisions of this Lease; and (xvii) all other fees, costs,charges and expenses properly allocable to the repair, replacement, maintenance, operation and/or security of the Project, in accordance with then prevailingcustoms and practices of the real estate industry in the Borough of Manhattan, City of New York. Notwithstanding the foregoing, “ Operating Expenses ” shall notinclude the following: - 18 -  (A) depreciation and amortization (except with respect to the alterations, repairs, replacements, and/orimprovements described in clauses I , II and III of clause (x) of this Section 2.07(d) ); (B) principal and interest payments and other costs incurred in connection with any financing or refinancing ofthe Project or any portion thereof (except as provided in clause (x) above) including, without limitation, legal, accounting, consultant, mortgage,brokerage or other expenses related thereto; (C) the cost of tenant improvements made for tenant(s) of the Building or cash allowances in lieu thereof; (D) brokerage commissions and advertising and promotional expenses incurred in procuring tenants for theBuilding; (E) cost of any work or service performed for any tenant of the Building (including Tenant), whether at theexpense of Landlord or such tenant, to the extent that such work or service is in excess of the work or service that Landlord is required to furnishTenant under this Lease at the expense of Landlord, and all costs incurred by Landlord in connection with the performance of any sundryservices to individual tenants which are not generally provided to all office tenants (including Tenant); (F) the cost of any electricity consumed in the Premises or in any other space in the Building demised or availablefor demise to tenants; (G) the cost of overtime heating, ventilating and air conditioning (including costs related to chilled water) forwhich Landlord is directly compensated by payment by tenants, or any other occupant of the Building, including Tenant; (H) PILOT, Impositions and Taxes; (I) attorneys’ fees and disbursements and costs and expenses incurred in connection with preparing andnegotiating leases, amendments and modifications thereto, consents to sublease, assignments, takeover or assumption fees, or any form leaseswith respect to the operation of the Project and disputes with tenants or occupants in the Building; - 19 -  (J) legal fees incurred in connection with suits brought by tenants with respect to their leases or occupancyagreements in the Building; (K) any cost to the extent Landlord is reimbursed therefor out of insurance proceeds or otherwise (other than bymeans of operating expense reimbursement provisions contained in the leases of other tenants) or any such cost to the extent Landlord wouldhave been compensated therefor if Landlord had carried the insurance coverage required of Landlord hereunder; (L) expenses of relocating or moving any tenant(s) of the Building, and all costs and expenses of taking over orassuming the lease obligations of a tenant for such tenant’s premises in a location other than the Project and the costs and expenses of relocatingsuch tenant to the Project, including any payments required to be made in connection with the termination of such lease pursuant to Article 31-Bof the Tax Law of the State of New York or other similar statute; (M) costs (including attorney’s fees and costs of settlements, judgments and arbitration awards) arising fromclaims or disputes in connection with tort or negligence litigation pertaining to Landlord and/or the Project, or in connection with any suchclaims or disputes arising from Landlord’s negligence or willful misconduct; (N) costs incurred with respect to a sale of all or any portion of the Project or any interest therein or in any personor entity of whatever tier owning an interest therein and the cost of maintaining, organizing or reorganizing the entity that is the landlord underthis Lease; (O) costs of alterations and improvements and other expenditures which are required to be capitalized underGAAP, unless permitted to be included in Operating Expenses under clause (x) of this Section 2.07(d) ; (P) any lease payments for equipment which, if purchased, would be specifically excluded as a capitalimprovement, unless same is permitted to be included in Operating Expenses under clause (x) of this Section 2.07(d) ; (Q) costs incurred in connection with the acquisition or sale of air rights, transferable development rights,easements or other real property interests; (R) costs of performing the Base Building Work, and the costs incurred to correct any defect discovered duringthe first eighteen (18) month period following the Possession Date (or such longer period as may be covered under any enforceable warranty orguaranty in connection with the Base Building Work) to the extent resulting from the improper initial construction or design of the Building, andall other hard and soft costs and expenses relating to the initial construction of the Project; - 20 -  (S) any rent, additional rent or other charge under any ground leases or under Superior Leases (provided,however, that Landlord shall not be required to exclude from Operating Expenses any expense that would otherwise be includable in OperatingExpenses pursuant to the terms of this Lease merely because Landlord’s obligation under any such ground lease or Superior Lease to incur suchexpense is characterized as a rental obligation under any such ground lease or Superior Lease); (T) any cost representing an amount paid to an Affiliate of Landlord to the extent the same is in excess of theamount which would reasonably have been paid in the absence of such relationship; (U) the cost of any additions to or expansions of the Building that increase the leasable space in the Building; (V) expenditures for repairing and/or replacing any defect in any work performed by or on behalf of Landlordpursuant to the provisions of this Lease which Landlord is obligated to do at its sole cost and expense, to the extent expenditures for such repairsand/or replacements would have been covered had Landlord obtained a commercially reasonable warranty for such work; (W) all costs of remediating, removing or encapsulating asbestos, or other hazardous materials or substances in orabout the Project, except to the extent the same shall be attributable to any act or omission of Tenant, Tenant’s agents, employees, contractors,invitees or licensees; (X) interest, fines, penalties or other late payment charges paid by Landlord as the result of Landlord’s failure tomake payments when due, except to the extent (1) that Landlord is contesting such payments timely and in good faith, or (2) resulting from adefault by Tenant hereunder; (Y) to the extent any costs includable in Operating Expenses are incurred with respect to both (1) the Project and(2) other properties, there shall be excluded from Operating Expenses a fair and reasonable percentage thereof which is properly allocable tosuch other properties; (Z) costs of withdrawal liability or unfunded pension liability under the Multi-Employer Pension Plan Act, exceptto the extent that such costs are offset by savings realized by Landlord in connection therewith; (AA) franchise or income taxes imposed upon Landlord; - 21 -  (BB) except to the extent specifically permitted in accordance with the provisions of this Section 2.07 to beincluded in Operating Expenses, Landlord’s corporate overhead and general and administrative expenses not specifically allocated to theoperation, use, management, maintenance, repair or ownership of the Building, including, without limitation, salaries and the cost of benefits ineither case for personnel above the level of building manager; (CC) costs of acquiring, leasing, insuring, restoring, removing or replacing works of art and sculptures of thequality and nature of “fine art” rather than decorative art work customarily found in First Class Office Buildings; provided, that Landlord shallnot be required to exclude from Operating Expenses the costs of insuring and cleaning any such “fine art” to the extent such insurance andcleaning costs are consistent with the costs incurred for such items and generally included in “operating expenses” for purposes of operatingexpense escalation provisions in other First Class Office Buildings; (DD) the cost of installing, operating and maintaining any specialty facility such as any emergency generator, co-generation plant(s) and related equipment, an observatory and access thereto, broadcasting facilities, luncheon club, athletic or recreational club,child care facility, auditorium, restaurant, cafeteria or dining facility, conference center or similar specialty facilities (but not the cost ofmaintaining and operating any satellite antennae facility for use by Building tenants, the Messenger Center, or any of the aforementionedspecialty facilities if such facilities are made available at no separate charge (other than an additional rent payment in the nature of an operatingexpense escalation) for use by tenants (including Tenant) of the Building generally); (EE) any bad debt loss, rent loss or reserves for bad debts or rent loss; and (FF) duplicative charges for the same item. (e) “ Operating Year ” means each calendar year during the Term. (f) From and after the day immediately following the expiration of the Base Operating Year, for each Operating Year, Tenant shallpay (each, an “ Operating Payment ”) Tenant’s Share of the amount, if any, by which Operating Expenses for such Operating Year exceed the Base OperatingAmount. If Tenant’s obligation to pay Operating Expenses commences on a date other than January 1, Tenant’s Operating Payment for the Operating Yearimmediately following the Base Operating Year shall be prorated to correspond to the portion of such Operating Year with respect to which Tenant is obligated topay Operating Expenses pursuant to the terms of this Lease. - 22 -  (g) If during any relevant period (including, without limitation, the Base Operating Year) (i) less than 95% of the rentable squarefootage in the Building shall be occupied, and/or (ii) the tenant or occupant of any space in the Building undertook to perform work or services therein in lieu ofhaving Landlord perform the same and the cost thereof would have been included in Operating Expenses, with the result that tenants or occupants of less than 95%of the rentable square footage of the Building are having Landlord perform any such work or service, then, in either such event, the Operating Expenses for suchperiod shall be increased to reflect the Operating Expenses that would have been incurred if 95% of the rentable square footage of the Building had been occupiedor if Landlord had performed such work or services for tenants occupying 95% of the rentable square footage of the Building, as the case may be. Additionally, andwithout limiting the foregoing, it shall be assumed during any relevant period that all services in respect of the Project shall be in place and fully costed (e.g.,discounts for the initial period of multi-year contracts shall be appropriately adjusted); and with respect to the calculation of the Operating Expenses for the BaseOperating Year only, if and to the extent certain expenses are incurred with respect to only a portion of the Base Operating Year, then such expenses shall beannualized to more closely approximate the cost that will be incurred for such expense over the course of the subsequent full year. (h) Landlord may furnish to Tenant, prior to the commencement of each Operating Year, a statement setting forth Landlord’sreasonable estimate of the Operating Payment for such Operating Year. Tenant shall pay to Landlord on the first day of each month during such Operating Year, anamount equal to 1/12th of Landlord’s estimate of the Operating Payment for such Operating Year. If Landlord shall not furnish any such estimate for an OperatingYear or if Landlord shall furnish any such estimate for an Operating Year subsequent to the commencement thereof, then (A) until the first day of the monthfollowing the month in which such estimate is furnished to Tenant, Tenant shall pay to Landlord on the first day of each month an amount equal to the monthlysum payable by Tenant to Landlord under this Section 2.07 in respect of the last month of the preceding Operating Year; (B) after such estimate is furnished toTenant, Landlord shall notify Tenant whether the installments of the Operating Payment previously made for such Operating Year were greater or less than theinstallments of the Operating Payment to be made in accordance with such estimate, and (x) if there is a deficiency, Tenant shall pay the amount thereof within 30days after demand therefor, or (y) if there is an overpayment, Landlord shall refund to Tenant the amount thereof within 30 days after such determination; and(C) on the first day of the month following the month in which such estimate is furnished to Tenant and monthly thereafter throughout such Operating Year Tenantshall pay to Landlord an amount equal to 1/12th of the Operating Payment shown on such estimate. Landlord may, during each Operating Year, furnish to Tenant arevised statement of Landlord’s estimate of the Operating Payment for such Operating Year, and in such case, the Operating Payment for such Operating Yearshall be adjusted and paid or refunded as the case may be, substantially in the same manner as provided in the preceding sentence. (i) Landlord shall furnish to Tenant a Landlord’s Statement for each Operating Year (and shall endeavor to do so within 270 daysafter the end of each Operating Year). If Landlord’s Statement shall show that the sums paid by Tenant, if any, under Section 2.07(h) exceeded the OperatingPayment to be paid by Tenant for the applicable Operating Year, Landlord shall refund to Tenant the amount of such excess within 30 days after suchdetermination; and if the Landlord’s Statement shall show that the sums so paid by Tenant were less than the Operating Payment to be paid by Tenant for suchOperating Year, Tenant shall pay the amount of such deficiency within 30 days after demand therefor. - 23 -  (j) (i) Tenant, upon notice given within 120 days after Tenant’s receipt of a Landlord’s Statement, may elect to have Tenant’sdesignated (in such notice) representative (who may be an employee of Tenant or a third party accountant or consultant but who may not, in any case, be retainedby Tenant on a contingency fee basis or any other fee basis by which such representative’s compensation is based upon the amount refunded or credited byLandlord to Tenant as a result of such audit) examine such of Landlord’s books and records (collectively, “ Records ”) as are directly relevant to such Landlord’sStatement, and Landlord shall provide access to the Records upon reasonable prior notice. As a condition to Tenant’s right to review the Records, Tenant shall payall sums required to be paid in accordance with the Landlord’s Statement in question, without prejudice to its position. If Tenant shall not give such notice withinsuch 120-day period, then such Landlord’s Statement shall be conclusive and binding upon Tenant. Tenant and Tenant’s employees, accountants and agents shalltreat all Records as confidential, and, upon request by Landlord, shall confirm such confidentiality obligation in writing by executing a confidentiality agreement inthe form attached hereto as Exhibit N . (ii) Tenant, within 90 days after the date on which the Records are made available to Tenant, may send a notice (“Tenant’s Statement ”) to Landlord that Tenant disagrees with the applicable Landlord’s Statement, specifying in reasonable detail the basis for Tenant’sdisagreement and the amount of the Operating Payment Tenant claims is due. If Tenant fails timely to deliver a Tenant’s Statement, then such Landlord’sStatement shall be conclusive and binding on Tenant. Landlord and Tenant shall attempt to adjust such disagreement. If they are unable to do so andprovided that the amount of the Operating Payment Tenant claims is due is substantially different from the amount of the Operating Payment Landlordclaims is due, Tenant shall notify Landlord, within 90 days after the date on which the Records are made available to Tenant in connection with thedisagreement in question, that such disagreement shall be determined by an Arbiter in accordance with this Section 2.07(j) , and promptly thereafterLandlord and Tenant shall jointly designate a certified public accountant (the “ Arbiter ”) whose determination made in accordance with thisSection 2.07(j)(ii) shall be binding upon the parties; it being understood that if the amount of the Operating Payment Tenant claims is due is notsubstantially different from the amount of the Operating Payment Landlord claims is due, then Tenant shall have no right to protest such amount and shallpay the amount that Landlord claims is due to the extent not theretofore paid. If Tenant timely delivers a Tenant’s Statement, the disagreement referencedtherein is not resolved by the parties and Tenant fails to notify Landlord of Tenant’s desire to have such disagreement determined by an Arbiter within the90-day period set forth in the preceding sentence, then the Landlord’s Statement to which such disagreement relates shall be conclusive and binding onTenant. If the determination of the Arbiter shall substantially confirm the determination of Landlord, then Tenant shall pay the cost of the Arbiter. If theArbiter shall substantially confirm the determination of Tenant, then Landlord shall pay the cost of the Arbiter. In all other events, the cost of the Arbitershall be borne equally by Landlord and Tenant. The Arbiter shall be a member of an independent certified public accounting firm having at least 15accounting professionals and shall have at least 10 years of experience in real estate accounting matters, and such Arbiter and the accounting firm withwhom such Arbiter is affiliated shall be disinterested. If Landlord and Tenant shall be unable to agree upon the designation of the Arbiter within 15 daysafter receipt of notice from a party requesting agreement as to the designation of the Arbiter, which notice shall contain the names and addresses of two ormore certified public accountants meeting the requirements of this Section 2.07(j)(ii) and who are acceptable to the party sending such notice, then eitherparty shall have the right to request JAMS to designate as the Arbiter a certified public accountant meeting the requirements of this Section 2.07(j)(ii)whose determination made in accordance with this Section 2.07(j)(ii) shall be conclusive and binding upon the parties, and the cost of such certifiedpublic accountant shall be borne as provided above in the case of the Arbiter designated by Landlord and Tenant. Any determination made by an Arbitershall not exceed the amount determined to be due in the first instance by Landlord’s Statement, nor shall such determination be less than the amountclaimed to be due by Tenant in Tenant’s Statement, and any determination which does not comply with the foregoing shall be null and void and notbinding on the parties. In rendering such determination such Arbiter shall not add to, subtract from or otherwise modify the provisions of this Lease,including the immediately preceding sentence. Pending the resolution of any contest pursuant to this Section 2.07(j)(ii) , and as a condition to Tenant’sright to prosecute such contest, Tenant shall pay all sums required to be paid in accordance with the Landlord’s Statement in question, without prejudiceto its position. If Tenant shall prevail in such contest, an appropriate refund shall be made by Landlord to Tenant within 30 days after such determination.The term “substantially” as used in this Section 2.07(j)(ii) , shall mean a variance of 2% or more of the Operating Payment in question. If the Arbiterdetermines that Landlord overstated the actual amount of Operating Expenses for a particular Operating Year by more than five percent (5%) of the actualamount of Operating Expenses for such Operating Year, then in addition to the refund to which Tenant is entitled, Landlord shall reimburse Tenant for(or, at Landlord’s option, Landlord shall credit against the Rent thereafter coming due under this Lease) the reasonable out-of-pocket costs actually paidto Tenant’s auditor in connection with Tenant’s audit of the Records within 30 days after Tenant gives to Landlord reasonable supporting documentationdescribing such costs. - 24 -  2.08 PILOT, Impositions, Tax and Operating Provisions . (a) In any case provided in Sections 2.04 , 2.05 , 2.06 or 2.07 in which Tenantis entitled to a refund, Landlord may, in lieu of making such refund, credit against future installments of Rent any amounts to which Tenant shall be entitled.Nothing in this Article 2 shall be construed so as to result in a decrease in the Fixed Rent. If this Lease shall expire before any such credit shall have been fullyapplied, then (provided Tenant is not in default under this Lease) Landlord shall refund to Tenant the unapplied balance of such credit. (b) Landlord’s failure to render or delay in rendering a Landlord’s Statement with respect to any Operating Year or any componentof the Operating Payment shall not prejudice Landlord’s right to thereafter render a Landlord’s Statement with respect to any such Operating Year or any suchcomponent; provided , that such Landlord’s Statement is delivered within 2 years after the end of the Operating Year in question, nor shall the rendering of aLandlord’s Statement for any Operating Year prejudice Landlord’s right to thereafter render a corrected Landlord’s Statement for such Operating Year within such2-year period. Landlord’s failure to render or delay in rendering any statement with respect to any PILOT Payment, Additional Tax Payment, Impositions Paymentor Tax Payment (or installment thereof) shall not prejudice Landlord’s right to thereafter render such a statement; provided , that such statement is delivered within2 years following the later of (i) the end of the Tax Year in question or (ii) the final determination of the PILOT, Impositions or Taxes, as applicable, for the TaxYear in question, nor shall the rendering of a statement for any PILOT Payment, Additional Tax Payment, Impositions Payment or Tax Payment (or installmentthereof) prejudice Landlord’s right to thereafter render a corrected statement therefor within such 2-year period. - 25 -  (c) Landlord and Tenant confirm that the computations under this Article 2 are intended to constitute a formula for agreed rentalescalation and may or may not constitute an actual reimbursement to Landlord for PILOT, Impositions, Taxes and other costs and expenses incurred by Landlordwith respect to the Project. (d) Each PILOT Payment, Additional Tax Payment, Impositions Payment or Tax Payment in respect of a Tax Year, and eachOperating Payment in respect of an Operating Year, which ends after the expiration or earlier termination of this Lease, and any PILOT, Impositions or Taxesrefund with respect to such a Tax Year, shall be prorated to correspond to that portion of such Tax Year or Operating Year occurring within the Term. 2.09 Electric Charges . (a) Tenant’s demand for, and consumption of, electricity serving the Premises shall be determined by meters orsubmeters, the first installation of which shall be at Landlord’s expense with respect to one meter or submeter per floor of the Premises and any additional orsubsequent installations of which shall be at Tenant’s expense, it being understood, however, that in all cases such meters and submeters shall be maintained byLandlord as an Operating Expense. Such meters or submeters shall be capable of providing information regarding both the aggregate KWH of consumption for thePremises and the total coincidental demand for the Premises in KW (treated as if such demand were measured by a single meter), and shall be billed as if there wasonly one (1) meter in the Premises. Tenant shall pay for electric consumption (“ Electricity Additional Rent ”) as provided in this Section 2.09 within 30 days afterrendition of a bill therefor, which shall be rendered by or on behalf of Landlord and may not be rendered more frequently than once per month. (b) The Electricity Additional Rent will consist of the following: (i) The Basic Electric Charge (as hereinafter defined and calculated); plus (ii) An amount equal to 3% of the Basic Electric Charge for the applicable billing cycle to take into account the deemedline losses (and actual cost of transformer losses, if applicable) between the Building’s master meter and Tenant’s meters or submeters; it being agreed bythe parties that such actual line or transformer losses are not reasonably capable of being accurately measured and the above percentage is a reasonableestimation thereof and not a markup of the Basic Electric Charge. - 26 -  (c) “ Basic Electric Charge ” means, for each billing cycle, the amount (as adjusted from time to time, “ Landlord’s Rate ”) thatLandlord is charged from time to time for the purchase of each KW and KWH of electricity for the Building for the same period by the vendor (the “ ElectricityProvider ”) from which Landlord is then purchasing electricity for the Building (including all surcharges, taxes, fuel adjustments, market supply and marketadjustment charges, taxes passed on to consumers by the public utility, and other sums payable in respect thereof), plus all surcharges, taxes, and other sumspayable in respect of Landlord’s sale of electricity to Tenant. Landlord’s Rate shall be determined by applying KW and KWH (on-peak and off-peak, if applicable)as derived from Tenant’s meters or submeters to the same rates charged by the Electricity Provider during each respective service period. Electricity shall be billedas if there was only one (1) meter in the Premises. Notwithstanding anything to the contrary herein, Landlord shall not be obligated to apply Tenant’s interval datato Landlord’s Rate to determine the amount payable by Tenant hereunder. (d) Notwithstanding anything to the contrary contained in this Lease, the DX units serving the Premises shall be connected tosubmeters measuring Tenant’s use of electricity in the Premises and Tenant shall pay all electricity costs in connection with the use of such equipment inaccordance with this Section 2.09 . 2.10 Manner of Payment . Tenant shall pay all Rent as the same shall become due and payable under this Lease (a) in the case of FixedRent and Recurring Additional Charges, by wire transfer of immediately available federal funds as directed in writing by Landlord, and (b) in the case of all othersums, either by wire transfer as aforesaid or by check (subject to collection) drawn on a bank that clears through The Clearing House Payments Company L.L.C.,in each case at the times provided herein without notice or demand and without setoff or counterclaim. All Rent shall be paid in lawful money of the United Statesto Landlord at its office or such other place as Landlord may from time to time designate in writing. If Tenant fails timely to pay any Rent, Tenant shall pay interestthereon from the date when such Rent became due to the date of Landlord’s receipt thereof at the Interest Rate. If Tenant fails to timely pay any installment ofFixed Rent or Recurring Additional Rent on 2 occasions within any rolling 365-day period, in addition to all other rights and remedies Landlord may have underthis Lease and the payment of interest as provided in the immediately preceding sentence, Tenant shall pay to Landlord, as Additional Charges, together with such2 nd late payment of Fixed Rent or Recurring Additional Rent (and any subsequent late payment of Fixed Rent or Recurring Additional Rent within any such 365-day period), a fee in the amount of 2% of the amount of the late Fixed Rent or Recurring Additional Rent payment in order to defray Landlord’s costs inconnection with Tenant’s late payment of Fixed Rent or Recurring Additional Rent. Tenant shall pay interest on such fee at the Interest Rate from the date theapplicable late payment of Fixed Rent or Recurring Additional Rent was due until the date of Landlord’s receipt of such fee. Any Additional Charges for which nodue date is specified in this Lease shall be due and payable on the 30th day after the date of invoice. Subject to the foregoing, whenever this Lease shall providethat Landlord or Tenant shall pay the out-of-pocket costs of the other party, the party seeking reimbursement of such out-of-pocket costs shall deliver to therequesting party bills, receipts, invoices or other reasonable supporting documentation reasonably evidencing such costs and, except to the extent such costs areincurred by Landlord following a default hereunder by Tenant or otherwise at the request of Tenant (e.g., if Tenant requests that Landlord reasonably cooperatewith Tenant in connection with an amendment to the certificate of occupancy in accordance with Section 1.04(c) ), such out-of-pocket costs shall be commerciallyreasonable. - 27 -  2.11 Security . (a) Within 30 days of the date of this Lease, Tenant shall deliver to Landlord, as security for the performance of Tenant’sobligations under this Lease, an unconditional, irrevocable letter of credit (the “ Letter of Credit ”) in the amount of $8,698,662 (the “ Required Letter of CreditAmount ”) in the form of Exhibit O attached hereto and issued by Citibank, N.A., permitting multiple and partial draws thereon. The Letter of Credit shall providethat it is assignable by Landlord without charge and shall either (x) expire on the date which is 60 days after the expiration or earlier termination of this Lease (the“ LC Date ”) or (y) be automatically self-renewing until the LC Date. Tenant shall be responsible for paying the issuer’s assignment, transfer and processing fees inconnection with the first assignment or transfer of the Letter of Credit during the Term and, if Landlord advances any such fees (without having any obligation todo so) in connection with the first such assignment or transfer, Tenant shall reimburse Landlord for any such transfer or processing fees in connection with the firstsuch assignment within 30 days after Landlord’s written request therefor. If any Letter of Credit is not renewed at least 30 days prior to the expiration thereof or ifTenant holds over in the Premises without the consent of Landlord after the expiration or termination of this Lease, Landlord may draw upon the Letter of Creditand hold the proceeds thereof as security for the performance of Tenant’s obligations under this Lease. Landlord may draw on the Letter of Credit (or the proceedsthereof) to remedy defaults by Tenant beyond applicable notice and cure periods in the payment or performance of any of Tenant’s obligations under this Lease. IfLandlord shall have so drawn upon the Letter of Credit (or the proceeds thereof), Tenant shall promptly upon demand deliver to Landlord a replacement Letter ofCredit or an amendment to the Letter of Credit such that the Letter of Credit shall be in the amount of the Required Letter of Credit Amount, as such RequiredLetter of Credit Amount may be decreased pursuant to clause (c) below. (b) Provided Tenant is not in default under this Lease and Tenant has surrendered the Premises to Landlord substantially inaccordance with all of the terms and conditions of this Lease, within 5 Business Days after the LC Date: (i) Landlord shall return to Tenant the Letter of Credit (orthe proceeds thereof) then held by Landlord or (ii) if Landlord shall have drawn upon such Letter of Credit (or the proceeds thereof) to remedy defaults by Tenantin the payment or performance of any of Tenant’s obligations under this Lease, Landlord shall return to Tenant that portion, if any, of the proceeds of the Letter ofCredit remaining in Landlord’s possession. (c) Provided that on the applicable Reduction Date (i) Tenant is not then in default under this Lease and (ii) Tenant has not been indefault under this Lease beyond applicable notice and cure periods, (1) Tenant shall be entitled to a reduction in the amount of the Letter of Credit of $724,888.50(the “ Initial Reduction Amount” ) on the 3rd anniversary of the Rent Commencement Date (the “ First Reduction Date ”), (2) Tenant shall be entitled to a furtherreduction in the amount of the Letter of Credit by the Initial Reduction Amount on the 5th anniversary of the Rent Commencement Date (the “ Second ReductionDate ”), (3) Tenant shall be entitled to a further reduction in the amount of the Letter of Credit by the Initial Reduction Amount on the 7th anniversary of the RentCommencement Date (the “ Third Reduction Date ”), (4) Tenant shall be entitled to a further reduction in the amount of the Letter of Credit by the InitialReduction Amount on the 9th anniversary of the Rent Commencement Date (the “ Fourth Reduction Date ”) and (5) Tenant shall be entitled to a further reductionin the amount of the Letter of Credit of $1,449,777.00 (the “ Future Reduction Amount ”; each of the Initial Reduction Amount and the Future Reduction Amountbeing referred to herein as a “ Reduction Amount ”) on the 11th anniversary of the Rent Commencement Date (the “ Fifth Reduction Date ”; each of the FirstReduction Date, the Second Reduction Date, the Third Reduction Date, the Fourth Reduction Date and the Fifth Reduction Date being referred to herein as a “Reduction Date ”). In no event shall the Letter of Credit be reduced to less than $4,349,331.00. On or after each Reduction Date, Tenant shall deliver to Landlordan amendment to the Letter of Credit (the form and substance of such amendment to be reasonably satisfactory to Landlord), reducing the amount of the Letter ofCredit by the applicable Reduction Amount, and Landlord shall execute the amendment and such other documents as are reasonably necessary to reduce theamount of the Letter of Credit in accordance with the terms hereof. Notwithstanding anything to the contrary contained in this clause (c) , if Tenant is in defaultunder this Lease prior to the expiration of any applicable notice and cure period on a Reduction Date and thereafter Tenant fully cures such default and any otherdefaults prior to the expiration of any such applicable notice and cure period, then Tenant shall be entitled to such reduction in the amount of the Letter of Credit inthe applicable Reduction Amount on such later date, provided that all other conditions to the reduction in the amount of the Letter of Credit set forth in this clause(c) are satisfied on such later date. - 28 -  ARTICLE 3 Landlord Covenants 3.01 Landlord Services . From and after the date that Tenant first occupies the Premises for the conduct of Tenant’s business, Landlordshall furnish Tenant with the following services (collectively, “ Landlord Services ”): (a) heat, ventilation and air-conditioning to the Premises during Business Hours substantially in accordance with the designspecifications set forth in Exhibit F attached hereto; if Tenant shall require heat, ventilation or air conditioning at any other times, Landlord shall furnish suchservice (i) in the case of a Business Day, upon receiving notice from Tenant by 1:00 p.m. of such Business Day and (ii) in the case of a day other than a BusinessDay, upon receiving notice from Tenant by 5:00 p.m. of the immediately preceding Business Day, and Tenant shall pay to Landlord within 30 days after demandLandlord’s then established charges therefor, which charges shall be calculated in accordance with Exhibit H attached hereto and shall be subject to increase to theextent of any actual increase in the cost to Landlord of providing such services; provided, that Tenant shall be subject to a 4 hour minimum charge for any suchovertime service unless such overtime service is requested for a period of time immediately preceding or immediately following Business Hours on a BusinessDay, in which case Tenant shall be entitled to request a minimum of 1 full hour of such overtime service; (b) (i) subject to service changes due to emergency and necessary maintenance, for Tenant’s non-exclusive use and benefit,destination dispatch passenger elevators serving floors 18 through 30 of the Building (the “ Elevators ”) in accordance with the specifications attached hereto asExhibit G at all times during Business Hours on Business Days, with at least 2 Elevators subject to call at all other times. Except for purposes of maintenance,repairs and any reason beyond Landlord’s reasonable control, Landlord shall not remove any Elevators serving the Premises from service during Business Hourson Business Days; - 29 -  (ii) subject to the Rules and Regulations, freight elevator and loading dock service to the Premises for Tenant’s non-exclusive use and benefit on a “first-come, first-served” basis (without affording any other tenant more favorable availability than that which is affordedto Tenant); provided, that with respect to such service other than during Business Hours on Business Days, (A) Tenant shall pay to Landlord within 30days after demand Landlord’s then established charges therefor, which charges as of the Effective Date are set forth on Exhibit H attached hereto andshall be Subject to CPI Increases and (B) Tenant shall be subject to a 4 hour minimum charge unless such overtime service is requested for a period oftime immediately preceding or immediately following Business Hours on a Business Day, in which case Tenant shall be entitled to request a minimum of1 full hour of such overtime service. Notwithstanding the foregoing, during the performance of Tenant’s Initial Work and Tenant’s initial move-in to thePremises, (1) Tenant shall be entitled to up to 80 overtime hours in the aggregate of freight elevator and loading dock service at no charge and (2) thecharges for Tenant’s use of freight elevator and loading dock service shall be as more particularly described in Section 4.01(c)(v) ; (c) reasonable quantities of hot and cold water to the floor(s) on which the Premises are located for core lavatory, cleaning,drinking and cold water for pantry (other than dishwashers and subject to Section 8.20(b)(v) , it being agreed that the heating of water supplied to the pantry,together with the cost thereof, including electricity, shall be the sole responsibility of Tenant) purposes only; if Tenant requires additional water for any otherpurpose, Landlord shall furnish cold water at the Building core riser through a capped outlet located on each floor on which the Premises is located (within the coreof the Building), and the cost of heating such water (including, without limitation, the cost of electric to heat such water) and the cost of piping and supplying suchwater to the Premises shall be paid by Tenant (provided that Landlord shall install and maintain hot water heaters for the core toilet rooms and janitors closets);Landlord may install and maintain, at Tenant’s expense, meters to measure Tenant’s consumption of such additional water in which event Tenant shall reimburseLandlord for the quantities of water shown on such meters, within 30 days after demand accompanied by reasonable supporting documentation, at Landlord’s thenestablished charges therefor, which charges as of the Effective Date are set forth on Exhibit H attached hereto and shall be subject to increase to the extent of anyactual increase in the cost to Landlord of providing such water; - 30 -  (d) electric energy on a submetered basis through the transmission facilities installed by Landlord in the Building for Tenant’sreasonable use of lighting and other electrical fixtures, appliances and equipment at a level of not less than 5 watts demand load per gross square foot of space(exclusive of electricity required to operate the base building systems installed by Landlord, including, without limitation, the Building HVAC system, butinclusive of any Tenant installed portion of the HVAC distribution system such as fan powered boxes); in no event shall Tenant’s consumption of electricityexceed the capacity of existing feeders to the Building or the risers or wiring serving the Premises, nor shall Tenant be entitled to any unallocated power availablein the Building except that Landlord agrees to provide Tenant with at least an additional 2 watts demand load per gross square foot if, in Landlord’s reasonablejudgment (i) Tenant has demonstrated the need for such additional electrical power by providing a load letter provided by an electrical engineer reasonablyapproved by Landlord certifying that Tenant requires such additional electrical capacity and (ii) taking into account the then existing and future needs of other thenexisting and future tenants, and other needs of the Building, the same is available for Tenant’s use, and if Landlord shall provide such additional power, Tenantshall pay to Landlord, within 30 days after demand, Landlord’s costs incurred in providing such additional power to the Premises and the cost of installingadditional risers, meters, switches and related equipment necessary to provide such additional power. To the extent there is insufficient electrical power available inthe Building to meet Tenant’s needs for additional electrical power in excess of 5 watts demand load per gross square foot and such additional 2 watts demand loadper gross square foot as demonstrated in accordance with the immediately preceding sentence, Landlord, at Tenant’s expense, shall use commercially reasonableefforts to obtain additional electrical power (provided the same would not result in the diminution of electrical capacity, or any other adverse effect upon theBuilding or the electrical capacity and electrical cost for the balance of the Building). Any riser or risers necessary to supply Tenant’s electrical requirements inexcess of 5 watts demand load per gross square foot of space and such additional 2 watts demand load per gross square foot as demonstrated herein (exclusive ofelectricity for the Building HVAC system) shall be installed by Landlord at the sole cost and expense of Tenant and only if, in Landlord’s reasonable judgment, thesame is reasonably practicable and will not cause adverse damage or injury to the Building or the operation thereof or the Premises, or cause or create a dangerousor hazardous condition. In addition to the installation of such riser or risers, Landlord shall also, at the sole cost and expense of Tenant, install all other equipmentproper and necessary in connection therewith, subject to the aforesaid terms and conditions. All of such costs and expense shall be paid by Tenant to Landlordwithin 30 days after rendition of any bill or statement to Tenant therefor accompanied by appropriate invoices and other reasonable evidence of the costs incurred.Subject to Laws and Landlord’s approval of Tenant’s plans therefor, Tenant shall have the right to redistribute the electric power furnished on each floor of thePremises by Landlord throughout the Premises; provided, that (1) such redistribution does not cause Tenant’s consumption of electricity to exceed the capacity ofthe feeders, risers or wiring serving the Premises, (2) Tenant, at Tenant's sole expense, shall perform any work required prior to the expiration or earlier terminationof the Term so that the electrical capacity stated in this Section 3.01(d) is restored to each floor of the Premises and (3) if Tenant shall surrender any portion of thePremises prior to surrendering the entire Premises, Tenant, at Tenant’s sole expense, shall perform any work required prior to such partial surrender so that theelectrical capacity stated in this Section 3.01(d) is restored to the surrendered portion of the Premises; - 31 -  (e) cleaning services for the Premises in accordance with the specifications provided in Exhibit D attached hereto. Tenant shall payto Landlord within 30 days after demand the out-of-pocket costs incurred by Landlord for (i) extra cleaning work in the Premises required because of (A)carelessness, indifference, misuse or neglect on the part of Tenant, its subtenants or their respective employees or visitors, (B) interior glass partitions or an unusualquantity of interior glass surfaces (i.e., any cleaning in excess of spot cleaning of glass in the Premises within arms-length reach), (C) non-standard materials orfinishes installed in the Premises and/or (D) the use of the Premises other than during Business Hours on Business Days, and (ii) removal from the Premises andthe Building of any refuse of Tenant in excess of that ordinarily accumulated in business office occupancy, including, without limitation, kitchen and pantry refuse,or at times other than Landlord’s standard cleaning times, provided that such extra out-of-pocket costs are at commercially competitive rates charged to landlordsof comparable First Class Office Buildings. Notwithstanding the foregoing, Landlord shall not be required to clean any portions of the Premises used forpreparation, serving or consumption of food or beverages, training rooms, trading floors, data processing or reproducing operations, private lavatories or toilets orother special purposes requiring greater or more difficult cleaning work than office areas and Tenant shall retain Landlord’s cleaning contractor at Tenant’sexpense to perform such cleaning and any other cleaning services in excess of those provided for in Exhibit D , provided such cleaning contractor charges rates thatare reasonably competitive with rates charged by other cleaning contractors providing similar services to First Class Office Buildings. Notwithstanding theforegoing, Tenant may use its own employees to provide minor cleaning services to pantries and conference rooms within the Premises; provided, that (A) theprovisions of Section 4.02(e) relating to the avoidance of union-related conflict shall apply to such minor cleaning services, (B) Landlord shall have no liability toTenant or Tenant’s employees in connection with such minor cleaning services and (C) any such minor cleaning services shall be subject to such reasonable rulesand regulations that may be established by Landlord with respect thereto (including, without limitation, Landlord’s green cleaning policy for the Building).Landlord’s cleaning contractor shall have access to the Premises after 6:00 p.m. and before 8:00 a.m. and shall have the right to use, without charge therefor, alllight, power and water in the Premises reasonably required to clean the Premises; (f) 30 tons of condenser water for the Premises (i.e., 10 tons per full floor of the Premises) for Tenant’s supplemental HVAC systemfrom the common cooling tower unit serving the Building 24 hours a day, 7 days a week (the “ Reserved Tonnage ”). Tenant shall have the right to use theReserved Tonnage throughout the Term. Tenant shall not be entitled to any additional condenser water; provided, that Tenant shall be entitled to increase (but notdecrease) the Reserved Tonnage by up to 10 tons of condenser water for the Premises (i.e., to 40 tons total) if on or before June 1, 2017 Tenant has demonstratedthe need for such additional condenser water by providing a load letter provided by an engineer reasonably approved by Landlord certifying that Tenant requiressuch additional condenser water and delivered a notice to Landlord specifying the amount of such additional condenser water so requested by Tenant (not toexceed an additional 10 tons of condenser water). Tenant shall perform all necessary work and install all required equipment to permit Tenant to tap intoLandlord’s condenser water riser (provided that Landlord shall provide capped valved outlets as set forth on Exhibit S ), and Landlord shall waive any tap-in fee or“drain-down” charge for Tenant’s tap into Landlord’s condenser water riser. Tenant shall pay to Landlord, within 30 days after demand, for such reservation ofcondenser water, an amount equal Landlord’s then established charges therefor, which charges as of the date hereof are $750 per ton reserved per annum and shallbe subject to increase to the extent of any actual increase in the cost to Landlord of providing such condenser water. Subject to Laws and Landlord’s approval ofTenant’s plans therefor, Tenant shall have the right, at Tenant sole cost and expense, to redistribute the condenser water furnished on each floor of the Premisesthroughout the Premises (it being agreed that condenser water is being allocated on the basis of 10 tons of condenser water per floor); provided, that if Tenant shallsurrender the Premises (or any portion of the Premises prior to surrendering the entire Premises), Tenant shall perform any work required prior to such surrender(or such partial surrender) so that the condenser water capacity stated in this Section 3.01(f) is restored to the Premises (or the surrendered portion of the Premises); - 32 -  (g) (i) security in accordance with Exhibit L attached hereto; provided , that, except to the extent due to Landlord’snegligence or willful misconduct, Landlord shall have no responsibility to prevent, and Landlord shall have no liability to Tenant (or anyone claiming through orunder Tenant) for loss to Tenant (or such other person) or their agents, contractors, employees, invitees, or licensees, arising out of theft, burglary or damage orinjury to persons or property caused by persons gaining access to the Building or other causes; (ii) Tenant shall have the right, at Tenant’s sole cost and expense, to install a security system (which may be, at Tenant’soption, a key-card access system) in the Premises; provided that Tenant shall provide Landlord’s security personnel with any key-cards, information orother items required to access the Premises in accordance with the provisions of Section 4.04(d) . If Tenant desires to install a security system in thePremises that is compatible with the Building security system so as to enable individuals to utilize a single security/access card to access both the groundfloor elevator lobby serving the Premises and the Premises, Landlord shall reasonably cooperate with Tenant, at Tenant’s sole cost and expense, withrespect to Tenant’s installation and maintenance of such compatible security system; (iii) Landlord shall provide access cards for entry to the ground floor elevator lobby serving the Premises and Tenant shallpay to Landlord, within 30 days after demand therefor, Landlord’s established charges therefor. Notwithstanding the foregoing, Landlord shall provide,without charge, 1 such access card for each employee of Tenant with a place of work in the Premises as of the date that Tenant first occupies the Premisesfor the conduct of Tenant’s business; (h) Landlord shall operate (or cause an outside contractor to operate) a messenger center for the Building (the “ Messenger Center”). The service to be provided by the Messenger Center from time to time, the manner in which such services are provided from time to time and hours of operationobserved from time to time (the “ Messenger Center Services ”) shall comply with all applicable Laws and shall be reasonably formulated by Landlord with a viewtoward the security protocols for the Building. Tenant shall, throughout the Term, use, in common with Landlord and other tenants and occupants of the Building,the Messenger Center and the Messenger Center Services. Landlord shall have the right, from time to time, to make such modifications to the Messenger CenterServices as it deems reasonably necessary, taking into account requirements of applicable Laws and the security of the Building and its tenants and otheroccupants. Landlord reserves the right to reconfigure or relocate the Messenger Center. Landlord shall have no liability to Tenant for accepting or failing to acceptor for providing or not providing or for requesting or failing to request receipts or evidence of delivery for any mail or packages or for the handling of, or damageto, such mail or packages absent the gross negligence or willful misconduct of Landlord. The cost of maintaining the Messenger Center and Messenger CenterServices shall be an Operating Expense under this Lease; - 33 -  (i) (i) Tenant shall have the non-exclusive right to use the portion of one of the Building’s core fire staircases (such core firestaircase to be designated by Landlord after consultation with Tenant) connecting contiguous floors of the Premises (such portion of the Landlord-designated corefire staircase connecting contiguous floors of the Premises, the “ Internal Stairs ”) solely as convenience stairs in accessing each floor; provided , that Tenant, at itssole cost and expense, complies with all applicable Laws in connection with such use. In using the Internal Stairs and in preparing said Internal Stairs for use byTenant, Tenant shall be responsible for all incremental costs and expenses in connection therewith (including any increase in Landlord’s insurance costs resultingfrom Tenant’s use thereof and any additional costs to Landlord resulting from the need to install, maintain and provide electricity to continuous lighting fixturesserving the Internal Stairs) and shall comply with the terms of this Lease, all Rules and Regulations, all applicable Laws and insurance requirements applicable tothe Building. If Tenant so utilizes the Internal Stairs as convenience stairs, then, unless Landlord directs Tenant otherwise, Tenant shall maintain at its sole cost andexpense the Internal Stairs, including, without limitation, the periodic painting and cleaning thereof in a manner appropriate for a First Class Office Building.Tenant shall not use any shared fire stairs so as to interfere with the rights of other tenants or occupants in the Building; (ii) Tenant shall have the right to make reasonable code-compliant decorative alterations to the Internal Stairs (such aspainting, lighting and handrails), provided that Tenant obtains Landlord’s prior written consent thereto (which shall be granted or withheld in Landlord’sreasonable discretion so long as (A) said decorative alterations do not violate any Laws and/or insurance requirements with respect to the Building, (B)said decorative alterations do not increase Landlord’s insurance costs (unless Tenant reimburses Landlord for the incremental amount of such increasedinsurance costs), (C) said decorative alterations do not reduce light output in the Internal Stairs below the level required to properly charge thephotoluminescent tape therein (and in no event shall such light output be reduced below 1FC) and (D) in no event shall Tenant be permitted to paint overor cover up reflective glow tape in the Internal Stairs, if any. (iii) In connection with any use of the Internal Stairs and subject to the terms of Article 4 hereof, Tenant, at Tenant’s solecost and expense shall (A) subject to applicable re-entry rules and regulations from time to time in effect, install and regularly maintain a security andcontrol system with key-card access at the core doors between the Internal Stairs and the Premises that is satisfactory to Landlord in its reasonablediscretion (including, without limitation, the installation of additional fire safety equipment and video and other surveillance equipment), (B) provideLandlord with at least 3 key cards to any such security system and update such key cards, at no cost or expense to Landlord, from time to time, if suchupdate is necessary in order to permit such key cards to be operable, and (C) tie such system into the Building’s security and Class E fire safety systems,the Building management system and such other systems as Landlord may reasonably require. Tenant acknowledges that any alterations required to tiesuch security system into the fire safety system of the Building shall be performed by Landlord’s designated fire safety contractor for the Building (at saidfire safety contractor’s then standard charges therefor, which charges shall be at commercially competitive rates for similar services then being providedin other First Class Office Buildings), at Tenant’s sole cost and expense. If Tenant installs any manual lock(s) between the Internal Stairs and thePremises, such manual lock(s) shall have a base building lockset which is keyed to the Building’s stair master key and sub-mastered to Tenant’s key, or,at Tenant’s request, keyed alike; - 34 -  (iv) In no event shall Tenant be permitted to store any equipment, furniture, storage boxes or any other personal propertywhatsoever in the Internal Stairs; and (v) Tenant acknowledges that Landlord has made no representation or warranty as to whether Tenant’s use of the stairwellarea as contemplated hereunder is permitted under applicable Laws and/or insurance requirements. In the event that Tenant is not permitted to use thestairwell area for any reason whatsoever Landlord shall not have liability to Tenant therefor. Further, Landlord shall have no liability to Tenant relating toTenant’s use of the stairwell area as contemplated hereunder and Tenant acknowledges and agrees that Tenant shall use the stairwell area in accordancewith this Section 3.01(i) at its sole risk. Tenant shall be solely responsible for the operation of the locking system on the doors from the Internal Stairs tothe Premises and hereby waives any and all claims against Landlord arising out of or in connection with parties gaining access to and from the Premisesthrough the Internal Stairs, except to the extent any such claims arise as a direct result of Landlord's gross negligence or willful misconduct. All of theprovisions of this Lease in respect of indemnification shall apply to the Internal Stairs, as if the same were part of the Premises, if and to the extent anysuch indemnification obligation arises from the use or misuse or maintenance of or alterations to the Internal Stairs by Tenant or any Tenant IndemnifiedParty or anyone claiming by, through or under Tenant; (j) subject to Landlord’s security procedures and the provisions of this Lease, access to the Premises 24 hours per day, 7 days perweek except in cases of emergency; (k) operation, maintenance and repair of the public and common areas of the Building and of the systems and equipment servingthe Building, and the provision of services required hereunder, in a manner consistent with standards maintained in First Class Office Buildings (it beingunderstood that any specifications for the provision of services required hereunder included in this Lease or the exhibits attached hereto shall be deemed to meetsuch standards); provided, that Landlord’s obligations under this Section 3.01(k) shall be limited to areas of, and systems and equipment within, the Buildingwhich Tenant is entitled to use or which otherwise serve the Premises and Landlord shall have no liability to Tenant for any failure to maintain such standardsexcept to the extent such failure adversely affects Tenant’s use and enjoyment of the Premises; (l) emergency power through the emergency generator(s) for the Building sufficient to make operational all base buildingsystems serving the Premises which are required by applicable Laws to be operational for emergency power, including exit lights and egress illumination, firepumps, smoke exhaust systems, stair pressurization and the fire alarm system; (m) water pressure and reserve capacity to the fire sprinkler system serving the Premises at the levels required pursuant to theBuilding Code for the City of New York; - 35 -  (n) a fire alarm and life safety system as more particularly shown on Exhibit Y , including a “DGP” on at least one floor of thePremises initially demised hereunder (or such redesignated floors in accordance with Section 1.01(b) , if applicable) for Tenant’s connections to such life safetysystem; and (o) Landlord shall make available to the Premises from a generator installed by Landlord for the use of Building tenants (“Standby Power System ”) 100 KW of standby power demand load (the “ Allocated Generator Capacity ”). Landlord shall make available to Tenant throughout theTerm the Allocated Generator Capacity. The Standby Power System and related equipment and the Allocated Generator Capacity shall be supplied by Landlordupon and subject to the following conditions: (i) Tenant shall, at its sole cost and expense and subject to the applicable provisions of this Section 3.01(o) , perform anywork necessary to connect the Premises to the Allocated Generator Capacity and any other work necessary to distribute power and make the AllocatedGenerator Capacity usable for Tenant’s purposes, all of which work shall be deemed an Alteration for all purposes under this Lease and shall only beperformed upon reasonable prior notice to Landlord and under the supervision of the appropriate operations personnel of Landlord (who shall be madeavailable to Tenant at reasonable times upon reasonable advance notice from Tenant). In connection with such supervision, Tenant shall pay to Landlord,within 30 days after demand therefor, Landlord’s established charges for the time of such operations personnel, which charges as of the Effective Date areset forth on Exhibit H and shall be increased from time to time to the extent of Landlord’s actual increase in cost for the time of such operationspersonnel; provided, that Tenant shall be subject to a 4 hour minimum charge for such operations personnel unless supervision by such operationspersonnel occurs during, immediately preceding or immediately following Business Hours on a Business Day, in which case Tenant shall only be subjectto charge in 1 hour increments for such supervision; (ii) Tenant shall pay, as Additional Charges, an amount equal to Landlord’s then established charges per KW per annum ofAllocated Generator Capacity (which charges as of the date hereof are $500.00 per KW of Allocated Generator Capacity per annum, and which chargeshall be increased from time to time only to the extent necessary to reflect Landlord’s actual increases in Landlord’s incremental cost of testing, repairingand maintaining the Standby Power System from such cost as of the date of this Lease), which amount shall be payable within 30 days after rendition of abill therefor, accompanied by reasonable supporting documentation evidencing such cost. Landlord shall waive any tap-in fee for Tenant’s tap into theStandby Power System; (iii) Upon such connection of the Premises to the Standby Power System, Tenant shall be responsible for the payment ofTenant’s pro rata share (based on the number of KW of Allocated Generator Capacity relative to the total number of KW of standby power available fromthe Standby Power System) of any and all costs in connection with (A) the purchase of fuel in connection with the Standby Power System, and Landlordshall maintain sufficient fuel to run the Standby Power System at full load for 48 hours and (B) the testing, repair and maintenance of the Standby PowerSystem, which payment shall be made by Tenant, as Additional Charges, within 30 days after rendition of a bill therefor. - 36 -  (iv) Landlord shall be responsible for the maintenance, repair and testing of the Standby Power System, which shall beperformed in a manner consistent with industry standards for similar systems and in compliance with manufacturer maintenance and service requirements.If, due to a cause beyond the reasonable control of Landlord, the Standby Power System fails to provide sufficient standby power for Landlord to providethe amounts of standby power reserved from the Standby Power System by Tenant and other occupants of the Building, then, to the extent reasonablypracticable given the effects of the circumstances limiting the performance of the Standby Power System and subject to the terms of other leases in theBuilding, Landlord will allocate such standby power as Landlord is able to provide from the Standby Power System to occupants of the Building on a prorata basis to each of such occupants then reserving standby power from the Standby Power System (determined based on the respective rentable squarefootages of the space in the Building occupied by each of such occupants). (v) The Standby Power System will be available to Tenant in an “AS IS” “WHERE IS” condition without representation orwarranty by Landlord; Tenant hereby acknowledges that its right to use the Standby Power System providing the Allocated Generator Capacity hereunderis permitted solely as an accommodation to Tenant and nothing contained herein shall obligate Landlord to replace the Standby Power System or anycomponent thereof, including, without limitation, any component providing the Allocated Generator Capacity, at any time during the Term; provided, thatLandlord shall make any replacements necessary to the generator which are components of the Standby Power System. (vi) Tenant hereby acknowledges that Landlord has made no, and shall not be deemed to have made any, representations orwarranties regarding the Standby Power System or the use thereof, whether expressed or implied, by operation of law or otherwise (including, withoutlimitation, warranties of merchantability or fitness for a particular purpose); (vii) Notwithstanding any provision to the contrary contained in this Lease (including, without limitation, Section 3.01(o)(iv)), Landlord shall have no liability to Tenant for any loss, damage, claim, cost or expense which Tenant may sustain or incur by reason of any change,failure, inadequacy or defect in the supply or character of the fuel furnished to the Standby Power System or in the operation and maintenance of theStandby Power System or if the quantity or character of the fuel is no longer available or suitable for Tenant’s requirements; further, Landlord shall haveno liability whatsoever to Tenant for any loss, damage, claim, cost or expense which Tenant may sustain or incur by reason of (A) Tenant’s use of theStandby Power System providing the Allocated Generator Capacity, (B) any failure of the Standby Power System, or any related equipment, includingwithout limitation any fuel pumps, to operate, (C) an overload condition that causes the Standby Power System to shed Tenant’s load or to go into a loadshedding operation or (D) any defect(s), latent or otherwise, which may exist on, prior or subsequent to the date hereof with respect to the Standby PowerSystem; and without limiting the generality of the foregoing, Tenant agrees that its use of and access to the Standby Power System shall be at Tenant’ssole risk; and - 37 -  (viii) The rights granted to Tenant to use the Allocated Generator Capacity hereunder are given in connection with, and aspart of the rights created under, this Lease and are not separately transferable or assignable (except in connection with a permitted assignment of thisLease to an Intercept Tenant or other permitted assignee of Tenant), and the rights granted to Tenant under this Section 3.01(o) shall terminate upon theexpiration or sooner termination of this Lease. 3.02 General Service Provisions . (a) Subject to the provisions hereinafter set forth, Landlord may stop or interrupt any Landlord Service,electricity, or other service and may stop or interrupt the use of any facilities and systems at such times as may be necessary and for as long as may reasonably berequired by reason of accidents, strikes, or the making of repairs, alterations or improvements or the performance of maintenance, or inability to secure a propersupply of fuel, gas, steam, water, electricity, labor or supplies, or by reason of any other cause beyond the reasonable control of Landlord. Landlord may modifythe delivery and scope of any services if required by reason of any Laws. Landlord shall have no liability to Tenant by reason of any stoppage, interruption ormodification of any Landlord Service, electricity or other service or the use of any facilities and systems for any reason except as otherwise expressly provided inSection 3.02(d) . Landlord shall use reasonable diligence (which shall not include incurring overtime charges) to make such repairs as may be required tomachinery or equipment within Landlord’s control to provide restoration of any Landlord Service and, where the cessation or interruption of such Landlord Servicehas occurred due to circumstances or conditions beyond Landlord’s control, to cause the same to be restored by diligent application or request to the provider;provided, however, that Landlord, at its expense (subject to reimbursement through Operating Expenses in accordance with the terms of this Lease, so that, forexample, if same is a capital expenditure, it shall be amortized in accordance with the terms of Section 2.07(d) ), shall employ contractors or labor at overtime ratesif necessary to remedy any condition that either (i) results in a denial of reasonable access to the Premises or (ii) is required to respond to an emergency involvingimminent threat to life or property. In all other cases, at Tenant’s written request, Landlord shall employ contractors or labor at overtime rates and incur any otherovertime costs or expenses in making any repairs, alterations, additions or improvements, provided Tenant shall pay to Landlord, as Additional Charges, within 30days after demand, an amount equal to the excess of (a) the overtime rates, including all fringe benefits and other elements of such pay rates, over (b) the regularpay rates for such labor, including all fringe benefits and other elements of such pay rates. Notwithstanding the foregoing, any such work that unreasonably andmaterially interferes with Tenant’s business operations in the Premises and that would customarily be performed after Business Hours or on non-Business Days bylandlords of First Class Office Buildings shall be performed after Business Hours or on non-Business Days at no cost to Tenant (subject to reimbursement throughOperating Expenses in accordance with the terms of this Lease). In making any repairs, alterations, additions or improvements, Landlord shall use commerciallyreasonable efforts to cause its contractors or labor to cover and secure such repair areas and equipment in such a manner to minimize interference with Tenant’sbusiness operations during Business Hours. If more than one occupant of the Building, including Tenant, is chargeable by Landlord for the same overtime costsand expenses relating to the same work for which Tenant is chargeable, then Tenant shall only be charged for a proportionate share of such overtime costs andexpenses, which apportionment shall be based on the amount of overtime work requested by such parties. - 38 -  (b) Without limiting any of Landlord’s other rights and remedies, if Tenant shall be in default beyond any applicable notice andgrace period, Landlord shall not be obligated to furnish to the Premises any service outside of Business Hours on Business Days, and Landlord shall have noliability to Tenant by reason of any failure to provide, or discontinuance of, any such service; provided, that if Tenant shall tender full payment in advance, bycertified or bank check or by wire transfer of immediately available funds, for any such service, then Landlord shall furnish such service to the Premises inaccordance with the provisions of this Article 3 . (c) “ Business Hours ” means 8:00 a.m. to 6:00 p.m. on Business Days and 9:00 a.m. to 1:00 p.m. on Saturdays. “ Business Days ”means all days except (a) Saturdays, (b) Sundays and (c) Holidays. “ Holidays ” means New Year’s Day, Martin Luther King, Jr.’s Birthday, President’s Day,Memorial Day, Independence Day, Labor Day, Columbus Day, Thanksgiving, Christmas and any other days which are either (i) observed by both the federal andthe state governments as legal holidays or (ii) designated as a holiday by the Building Service Union Employee Service contract. (d) If without the fault or neglect of Tenant or any person claiming through or under Tenant, any Substantial Portion of the Premisesis rendered Untenantable for a period of 5 consecutive Business Days after Tenant shall have notified Landlord of such Untenantability, by reason of any stoppageor interruption of any Landlord Service due to a default by Landlord in the performance of any obligation of Landlord pursuant to the provisions of this Lease,then, as Tenant’s sole and exclusive remedy, for the period commencing on the 6 th Business Day after Tenant’s giving notice to Landlord that such SubstantialPortion of the Premises is so Untenantable until such Substantial Portion of the Premises is no longer Untenantable for such reason, Fixed Rent and AdditionalCharges shall be appropriately abated with respect only to such Substantial Portion. “ Untenantable ” means that Tenant shall be unable to use the Premises or theapplicable portion thereof for general, administrative or executive office uses (including due to lack of access through the elevators serving the Premises), and shallnot be using the Premises for any use. “ Substantial Portion ” shall mean any portion of the Premises consisting of 10,000 or more contiguous rentable square feet. (e) No normally operating equipment installed by Landlord shall generate an ambient noise level in excess of NC-35 within thePremises (except within 10’-0’’ of any fan rooms or other mechanical equipment room in the Premises where it will not exceed NC-40); provided that Landlordshall have no responsibility for noise resulting from Tenant’s Alterations, installations or equipment. 3.03 Landlord’s Contribution . (a) Landlord shall reimburse Tenant (or, at Tenant’s request, pay directly to Tenant’s general contractor orconstruction manager) for costs incurred by Tenant for Tenant’s Initial Work performed within 3 years after the Possession Date (the “ Work ReimbursementPeriod ”) up to an amount (the “ Work Allowance ”) equal to $75.00 per rentable square foot of the Premises initially demised under this Lease, upon the followingterms and conditions: - 39 -  (A) The cost of Tenant’s Initial Work (as reasonably estimated by a licensed general contractor selected by Tenant and approved byLandlord, which approval shall not be unreasonably withheld, conditioned or delayed) shall be paid by Landlord and Tenant pro rata based onthe proportion that the amount of the Work Allowance bears to the total cost of Tenant’s Initial Work as so estimated by such general contractor(e.g., if the amount of the Work Allowance is 30% of the estimate of the total cost of Tenant’s Initial Work, then, subject to the otherrequirements of this Section 3.03, Landlord shall be required to disburse 30% of the total cost of any portion of Tenant’s Initial Work costs forwhich a disbursement is sought by Tenant, until Landlord has disbursed the full amount of the Work Allowance); provided that in no event shallLandlord pay more than the amount of the Work Allowance, it being agreed that if the total cost of Tenant’s Initial Work exceeds the estimate onwhich the pro rata payments were based, after the Work Allowance is exhausted, all costs of Tenant’s Initial Work shall be paid by Tenantwithout any contribution by Landlord. The Work Allowance shall be payable to Tenant (or to Tenant’s general contractor or constructionmanager, as directed by Tenant) in installments as Tenant’s Initial Work progresses, but in no event more frequently than monthly. Installmentsof the Work Allowance shall be payable by Landlord within 30 days following Tenant’s satisfaction of (or substantial compliance to Landlord’sreasonable satisfaction with) each of the conditions required for disbursement set forth in this Section 3.03(a) , it being understood that minor orinsubstantial deviations from any documentary requirements included in said conditions that are otherwise reasonably satisfactory to Landlordshall not result in a withholding of the installment of the Work Allowance requested by Tenant. (B) Prior to the payment of any installment, Tenant shall deliver to Landlord a request for disbursement (each being hereinaftercalled a “Tenant Requisition”), which shall be accompanied by (1) invoices for Tenant’s Initial Work performed or incurred since the last TenantRequisition and disbursement of the Work Allowance, (2) a certificate signed by Tenant’s architect and an officer of Tenant certifying that tosuch architect’s and officer’s knowledge, Tenant’s Initial Work and services represented by the aforesaid invoices have been satisfactorilycompleted in substantial accordance with the plans and specifications therefor approved by Landlord to the date of such certification, and havenot been the subject of a prior disbursement of the Work Allowance, and (3) lien waivers by architects, contractors, subcontractors and allmaterialmen for all such work and services (it being understood and agreed that conditional lien waivers shall be delivered for work which is thesubject of Tenant Requisition in question and unconditional lien waivers shall be delivered for all completed work which was the subject of theprevious Tenant Requisition). If any matter concerning a Tenant Requisition is disputed by Landlord, any undisputed portion thereof shall befunded by Landlord without limiting Landlord’s rights to dispute the disputed portion, and such dispute with respect to such disputed portionshall be resolved by arbitration in accordance with the provisions of Section 8.09. Each installment payment of the Work Allowance shall belimited to an amount equal to the amount requested by Tenant pursuant to clause (1) of this paragraph. In addition, if the amount requested byTenant does not already reflect the Minimum Retainage against the amount requested by the applicable contractor or subcontractor, thenLandlord shall be permitted to retain from each disbursement an amount equal to the Minimum Retainage of the amount requested to bedisbursed by Tenant. “Minimum Retainage” means (1) 10% until at least 50% of Tenant’s Initial Work is substantially complete and paid forand (2) 5% thereafter. - 40 -  (C) Tenant is not then in default under this Lease. (D) In no event shall more than 15% of the Work Allowance be made available to Tenant for Tenant’s soft costs of construction(including, without limitation, filing and permit fees and expenses, architecture, engineering and other consulting fees and expenses and movingexpenses). (b) “ Tenant’s Initial Work ” means the alterations, installations and improvements to be performed by Tenant in the Premises toprepare the same for initial occupancy thereof. (c) The right to receive reimbursement for the cost of Tenant’s Initial Work as set forth in this Section 3.03 shall be for theexclusive benefit of Tenant, it being the express intent of the parties hereto that in no event shall such right be conferred upon or for the benefit of any third party,including, without limitation, any contractor, subcontractor, materialman, laborer, architect, engineer, attorney or any other person, firm or entity. Without in anyway limiting the provisions of Section 6.12(b) , Tenant shall indemnify and hold harmless each Landlord Indemnified Party from and against any and all liability,damages, claims, costs or expenses arising out of or relating to Landlord’s payment of any installment of the Work Allowance directly to Tenant’s generalcontractor or construction manager, together with all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceedingbrought thereon, including, without limitation, all reasonable attorneys’ fees and expenses. (d) Tenant shall not be entitled to deliver a Tenant Requisition for a disbursement of any portion of the Work Allowance laterthan the date that is 60 days after the last day of the Work Reimbursement Period (the “ Outside Requisition Date ”) and if Tenant shall fail to deliver a TenantRequisition for a disbursement in connection with any Tenant’s Initial Work by the Outside Requisition Date, then Tenant shall waive Tenant’s right to receive anypayment in connection therewith. - 41 -  (e) If Tenant satisfies all of the conditions to payment of the Work Allowance in accordance with this Section 3.03 and Landlordfails to pay to Tenant any amount of the Work Allowance on or before the date on which the same is due and payable to Tenant under this Section 3.03 , andprovided that such failure continues for 30 days after Tenant notifies Landlord of such failure (which notice shall contain a legend in not less than 14 point fontbold upper case letters as follows: “ THIS IS A NOTICE OF A CLAIMED OFFSET RIGHT GIVEN IN ACCORDANCE WITH SECTION 3.03(e) OFTHE LEASE ”), then, subject to the further provisions of this Section 3.03(e) , Tenant may set off such amount against the next installments of Rent coming dueunder this Lease. Landlord shall have the right within such 30-day period to deliver written notice to Tenant that Landlord disputes, in good faith, Tenant’sentitlement to the amount claimed by Tenant, together with a reasonably detailed explanation of the reasons therefor, it being agreed that if Landlord timelydelivers such written notice, then Tenant shall not have the right to set off such amounts until the dispute is resolved in accordance with the further provisions ofthis Section 3.03(e) . If Landlord fails to deliver such written notice to Tenant within such 30-day period, Landlord shall be deemed to have accepted Tenant’sentitlement to the amount claimed by Tenant. In the event Landlord does deliver such written notice to Tenant within such 30-day period as provided above, theparties shall, in good faith, resolve such dispute(s) in a timely manner. Either party may submit any such dispute that remains unresolved for more than 30 days toarbitration in accordance with the provisions of Section 8.09 . Any other dispute with respect to the payment of the Work Allowance shall also be resolved byarbitration in accordance with the provisions of Section 8.09 . If any such dispute is resolved in favor of Tenant, then the amount in dispute shall be paid to Tenantwithin 10 days after the determination of the arbitrator, failing which Tenant may give to Landlord 5 Business Days’ notice of Tenant’s intent to offset the amountdue to Tenant against the next installments of Rent due under this Lease (which notice shall contain a legend in not less than 14 point font bold upper case letters asfollows: “ THIS IS A NOTICE OF A CLAIMED OFFSET RIGHT GIVEN IN ACCORDANCE WITH SECTION 3.03(e) OF THE LEASE ”) and ifLandlord does not, within such 5 Business Day period, pay such amount to Tenant, then Tenant may set off such amount against the next installments of Rentcoming due under this Lease. 3.04 Governmental Incentives . Landlord shall cooperate in all reasonable respects with Tenant’s efforts to obtain any availablegovernmental and quasi-governmental benefits, incentives or entitlements; provided, that (i) such efforts shall not adversely affect the ability or eligibility ofLandlord or other tenants or occupants of the Building and (ii) Tenant shall, within 30 days after receipt of each of Landlord’s invoices therefor, reimburseLandlord for the actual out-of-pocket costs incurred by Landlord in connection with such cooperation. In no event shall Landlord have any liability, nor, subject toclause (b) below, shall Tenant’s obligations under this Lease be affected, in the event that Tenant shall not obtain any particular governmental or quasi-governmental benefits, incentives or entitlements. Any governmental or quasi-governmental benefits, incentives or entitlements obtained, to the extent the samerelate solely to Tenant and/or the Premises, shall be for the benefit of Tenant and shall be passed on to Tenant. - 42 -  ARTICLE 4 Leasehold Improvements; Tenant Covenants 4.01 Initial Improvements . (a) Landlord’s Work . (i) Landlord, at Landlord’s expense, shall perform or cause to be performed the workrequired to satisfy the Delivery Condition and the Post Delivery Condition (collectively or individually, as the context requires, “ Landlord’s Work ”). The “Delivery Condition ” means the condition of the Premises which satisfies the criteria set forth on Exhibit E-1 attached hereto. The portion of Landlord’s Workdescribed on Exhibit E-1 attached hereto is referred to as “ Landlord’s Turnover Work ”. The “ Post Delivery Condition ” means the condition of the Premiseswhich satisfies the criteria set forth on Exhibit E-2 attached hereto. The portion of Landlord’s Work described on Exhibit E-2 attached hereto is referred to as “Landlord’s Post Turnover Work ”. Attached hereto as Exhibit T is a list of the current working drawings for the Base Building Work (the “ Base Building WorkingDrawings ”). A copy of the Base Building Working Drawings have been made available to Tenant. The Base Building Working Drawings may be modified byLandlord from time to time without Tenant’s consent; provided, that after giving effect to such modifications, the portion of the Base Building Working Drawingsthat was so modified (A) shall continue to be materially consistent with the original Base Building Working Drawings to the extent necessary to avoid anymaterially adverse effect on the Premises or any common areas of the Building which Tenant will be entitled to use during the Term and (B) shall not decrease orincrease the rentable area of any of the floors comprising the Premises by more than 5% or materially alter the configuration of any of the floors comprising thePremises. Reasonably promptly after Tenant’s written request, Landlord shall make available to Tenant any updates to the Base Building Working Drawings.Notwithstanding the foregoing, Landlord shall have the right to substitute any materials to be used as finishes in the construction of the Building, the Buildinglobbies, any common areas of the Building, and/or the facade of the Building which are described in the Base Building Working Drawings for materials ofsubstantially similar quality; provided, that such materials are consistent with the standards of a First Class Office Building. The Base Building Work (ashereinafter defined) shall be performed by Landlord in compliance with all applicable Laws. (ii) “ Substantial Completion ” or “ Substantially Complete ” means that the work in question has been completed, or would havebeen completed but for any Tenant Delay, except for (a) minor or insubstantial details of construction, decoration and mechanical adjustments, the non-completionof which will not materially and adversely interfere with Tenant’s performance of Tenant’s Work and (b) any work which, in accordance with good constructionpractice, should be completed after the completion of other work to be performed by Tenant (the items described in clauses (a) and (b) are, collectively, the “Punch List Items ”). (iii) “ Tenant Delay ” means any actual delay which Landlord may encounter in the performance of Landlord’s Work or otherobligations of Landlord under this Lease by reason of any act, negligence, failure to act (where the provisions of this Lease or Laws impose a duty to act) oromission of Tenant or any Tenant’s Contractors or any of such parties’ agents, employees or contractors, including, without limitation, delays due to changes in oradditions to Landlord’s Work requested by Tenant, delays by Tenant in submission of information or giving authorizations or approvals or delays due to thepostponement of any Landlord’s Work at the request of Tenant; provided however, that all simultaneous delays which constitute a Tenant Delay hereunder shall bedeemed to run concurrently and not consecutively and shall not be “double” counted. Tenant shall pay to Landlord any additional costs or expenses actuallyincurred by Landlord by reason of any Tenant Delay. Notwithstanding anything to the contrary contained in this Agreement, except to the extent Tenant has (or isdeemed to have) knowledge of a Tenant Delay as evidenced by job minutes, correspondence (which may be via email), memoranda or other writings furnished toor issued by Tenant (which job minutes, correspondence, memoranda or other writings specifically refer to such circumstances giving rise to a Tenant Delay and tothe fact of a Tenant Delay), Landlord shall notify Tenant of any Tenant Delay within 5 Business Days after Landlord actually becomes aware of such Tenant Delay(and such notice shall specify in reasonable detail the cause of the delay), failing which such delay shall constitute a Tenant Delay only from and after the dateLandlord notifies Tenant thereof. In addition and notwithstanding any other provision of this Lease to the contrary, in the event of any simultaneous occurrence ofTenant Delay and Unavoidable Delay, for the duration of any such simultaneous occurrence such Tenant Delay shall be deemed to be Unavoidable Delay;provided, that Landlord does not incur any additional costs or expenses by reason of such Tenant Delay that Landlord would not have otherwise incurred as a resultof such simultaneous Unavoidable Delay. - 43 -  (iv) When Landlord believes that Landlord’s Turnover Work and/or Landlord’s Post Turnover Work (or any item thereofset forth on Exhibit E-2 attached hereto), as applicable, is, or is about to be, Substantially Complete, Landlord shall deliver a notice to Tenant (a “Substantial Completion Notice ”) stating that Landlord believes that such applicable portion of Landlord’s Work is, or is about to be, SubstantiallyComplete, and setting forth a date (the “ Walk-Through Date ”), not less than 5 Business Days after the giving of such notice, for the parties to conduct ajoint inspection of such portion of Landlord’s Work. On the Walk-Through Date, Landlord and Tenant and their respective consultants shall jointlyinspect such portion of Landlord’s Work to determine if such portion of Landlord’s Work is Substantially Complete. Within 3 Business Days after suchwalk-through, Tenant shall deliver a written notice to Landlord (the “ Tenant Inspection Notice ”), which notice shall either (x) confirm Tenant’sagreement that Landlord’s Work is Substantially Complete and specify in reasonable detail any Punch List Items yet to be completed, or (y) dispute theoccurrence of Substantial Completion of Landlord’s Work, specifying in reasonable detail all items of work asserted to be incomplete which result inLandlord’s Work not being Substantially Complete (provided that the mere fact that Tenant concludes that Substantial Completion has not occurred shallnot mean that Substantial Completion has not occurred). If, in the Tenant Inspection Notice, (i) Tenant concurs that Landlord’s Work is SubstantiallyComplete, Tenant shall be deemed to have accepted delivery of possession of the Premises and Landlord’s Work therein and Landlord shall have nofurther obligation to perform any work, supply any materials, or make any alterations or improvements to prepare the Premises for Tenant’s occupancy,subject to Landlord’s completion of any Punch-List Items, which Landlord shall proceed with reasonable diligence to complete and any Latent Defects,which Landlord shall proceed with reasonable diligence to remedy in accordance with the further provisions of this Section 4.01(a)(iv) , or (ii) Tenantconcludes that Landlord’s Work is not Substantially Complete, Tenant shall be deemed to concur that any item of work not specified and listed asincomplete in the Tenant Inspection Notice is completed for all purposes of this Section 4.01 and this Lease. If Tenant fails to appear on the Walk-Through Date, or if the parties conduct a joint inspection of Landlord’s Work and Tenant fails within two (2) Business Days after such inspection todeliver to Landlord the Tenant Inspection Notice containing the information required pursuant to clauses (x) or (y) of this Section 4.01(a)(iv) (asapplicable), then in either such case Tenant shall be deemed to have concurred that Landlord’s Work has been fully completed as of the date set forth asthe date of Substantial Completion in the Substantial Completion Notice and Tenant shall be deemed to have accepted delivery of possession of thePremises and Landlord’s Work therein and Landlord shall have no further obligation to perform any work, supply any materials, or make any alterationsor improvements to prepare the Premises for Tenant’s occupancy. For the purposes of this Lease, “ Latent Defects ” shall mean defects in the constructionof Landlord’s Work that are not observable by visible inspection at the time the Punch List is prepared. Landlord shall remedy any Latent Defects inLandlord’s Work affecting the Premises of which Tenant notifies Landlord within the Warranty Period for the relevant item of work. Landlord shallcommence to perform such work promptly following such notice from Tenant and shall thereafter diligently perform the same. “ Warranty Period ”means, with respect to any item of work, the period for which such item is covered by any warranty Landlord receives from a contractor or subcontractor.Landlord agrees that each contract with contractor(s) and subcontractor(s) for all items of Landlord’s Work shall contain customary warranties withrespect to the applicable item of work consistent with good construction practice. - 44 -  (b) Tenant’s Early Access . (i) Tenant and any of Tenant’s architects, engineers and contractors (collectively, “Tenant’s Contractors ”) shall have access to the Premises prior to the Possession Date, but only from and after the Access Date, for the sole purpose of (i)performing visual inspections, (ii) preparing surveys and drawings, taking measurements and preparing plans and specifications and (iii) verifying field conditions(“ Pre-Construction Activities ”), in the Premises. The “ Access Date ” shall be the date determined by Landlord in good faith after which, in accordance with goodconstruction practice, it is feasible for Tenant to commence Pre-Construction Activities in the Premises. Such early access shall not interfere with or delaycompletion of (x) the work performed by or on behalf of Landlord relating to construction of the Building (the “ Base Building Work ”) or (y) the work performedby or on behalf of other tenants or occupants. Landlord shall in all events have priority with respect to (A) the use of systems and facilities of the Building, and (B)the scheduling and performance of any work in the Building. (ii) If, in Landlord’s sole discretion, the Pre-Construction Activities shall interfere with or delay the performance of theBase Building Work or the work of other tenants or occupants, then upon Landlord’s request, all Pre-Construction Activities shall immediately cease andTenant shall cause all Tenant’s Contractors to immediately cease any Pre-Construction Activities and leave the Building. In connection with the Pre-Construction Activities, Tenant shall comply, and cause Tenant’s Contractors to comply, promptly with all procedures and regulations reasonablyprescribed by Landlord from time to time for coordinating the Base Building Work and Pre-Construction Activities each with the other and with any otheractivity or work in the Building, including, without limitation, the use of compatible union labor. (iii) Any access to or entry on the Building by Tenant prior to the Possession Date, pursuant to the provisions of thisSection 4.01(b) or otherwise, shall be subject to and upon all of the applicable provisions of this Lease, including, without limitation, the provisions setforth herein governing insurance to be carried by Tenant and Tenant’s indemnification of Landlord; provided, that there shall be no obligation on the partof Tenant solely because of such access to pay any Fixed Rent or Recurring Additional Charges for any period prior to the time such payments shallcommence to be payable pursuant to the provisions of Article 2 of this Lease. - 45 -  (iv) If Tenant fails or refuses to comply or to cause Tenant’s Contractors to comply with any of the obligations describedor referred to in this Section 4.01(b) , then, without limiting any of Landlord’s other rights and remedies, Landlord may require Tenant immediately tocease the performance of any Pre-Construction Activities until such failure or refusal is cured. (v) Without limiting the generality of any other provision of this Section 4.01 , Tenant shall pay to Landlord asAdditional Charges, within 30 days after receipt of an invoice therefor, any incremental costs actually incurred by Landlord by reason of Tenant’s earlyaccess pursuant to this Section 4.01(b) (including, without limitation, due to any delay in the performance of the Base Building Work or by reason of theconsumption of utilities)). (c) Tenant’s Initial Work . (i) Tenant’s Initial Work shall constitute an Alteration and shall be subject to all provisions ofthis Lease applicable to Alterations, including, without limitation, the provisions of Section 4.02 . In addition to such provisions relating to all Alterations, theprovisions of this Section 4.01(c) shall apply to Tenant’s Initial Work. (ii) Tenant shall cause Tenant’s Contractors to perform Tenant's Initial Work in a manner that does not interfere with,impede or adversely affect (including due to the impact of noise, smoke or pollutants) (i) the performance of the Base Building Work, (ii) the performanceof construction by or on behalf of other tenants and occupants or (iii) from and after the date the first tenant or occupant of the Building occupies anyportion of its premises for the normal conduct of its business, the use and enjoyment of any tenant or occupant of the Building of its premises or access toits premises or any common areas which such tenant or occupant is entitled to use or access. Tenant shall take all reasonable steps requested by Landlordto protect the Base Building Work from and against damage arising out of the performance of Tenant's Initial Work. (iii) Tenant acknowledges that Landlord and Landlord’s contractors shall have priority (with respect to use of facilities,access to Building areas, use of the hoist(s) and elevators, etc.) at all times over Tenant’s Contractors. Notwithstanding the preceding sentence, Landlordshall use reasonable efforts to accommodate Tenant’s Contractors so long as the same does not interfere with the performance of the Base Building Workor work performed by or on behalf of any existing or future tenants or occupants of the Building; provided, that Landlord agrees to reasonably cooperatewith Tenant in order to provide Tenant with reasonably adequate elevator and/or hoist service to the Premises during the performance of Tenant’s InitialWork. Landlord and Tenant agree to reasonably cooperate and discuss such elevator and/or hoist services and the logistics for access to the Premises withrespect thereto during the performance of Tenant’s Initial Work at the quarterly meetings described in Section 4.01(d) below and Landlord and Tenantagree that the following shall apply with respect to Tenant’s use of the elevator and hoist services during the performance of Tenant’s Initial Work: - 46 -  (A) Hoists . (I) From and after the Possession Date, Landlord shall provide Tenant access to the hoists,subject to and in accordance with this Section 4.01(c) . The hoists shall remain available for Tenant’s use until at least one of the Building freightelevators serving the Premises is operational and available for use by Tenant in lieu of the hoists. Tenant shall have the right to a pro rataallocation of usage of the hoists during Business Hours on Business Days for deliveries of materials and equipment, subject to Landlord’sabsolute priority in using the hoists for the performance of the Base Building Work during Business Hours on Business Days. Tenant shall alsohave the right to a reasonable allocation of reserved usage of the hoists for such deliveries on a “first to reserve” basis during times other thanBusiness Hours on Business Days. All such usage of the hoists shall be subject to Landlord’s non-discriminatory procedures for the allocation orreservation of use of the hoists. So long as Landlord is operating the hoists during Business Hours on Business Days, Tenant’s use of such hoistsduring Business Hours on Business Days shall be at no cost to Tenant. If Landlord is no longer operating one or more of the hoists, but suchhoist(s) has not yet been removed, Tenant may use such hoist during Business Hours and on Business Days at Tenant’s cost (as prorated amongthe tenants if more than one tenant is using the hoists at a particular time). Tenant shall pay for the use of the hoists at Landlord’s actual cost forsuch service plus a Landlord fee and overhead charge of 5% of such costs. Tenant shall pay its proportionate share of the cost (as proratedamong the tenants and/or Landlord if more than one tenant and/or Landlord is using the Hoists at a particular time) of any use of the hoistsduring times other than Business Hours on Business Days. The Hoist Impacted Area Work (as hereinafter defined) shall be SubstantiallyCompleted by Landlord, at Landlord’s sole cost and expense, no later than December 31, 2018, it being agreed that Tenant’s sole and exclusiveremedy for Landlord’s failure to Substantially Complete the Hoist Impacted Area Work on or before December 31, 2018 is set forth in sub-clause (II) below. (II) Notwithstanding anything to the contrary contained herein, if the Hoist Impacted Area Work is notSubstantially Complete (or is not deemed Substantially Complete) with respect to any floor of the Premises on or before the date upon whichTenant first occupies the Premises for the ordinary conduct of business, other than by reason of Tenant Delay, then, as Tenant’s sole andexclusive remedy therefor and without duplication of any penalties described in Section 1.03(c) , the Fixed Rent shall be abated in the proportionthat the Hoist Impacted Area bears to the total rentable square footage of the Premises until the Hoist Impacted Area Work is SubstantiallyComplete or would have been Substantially Complete but for any Tenant Delay. “ Hoist Impacted Area ” means the area of the Premises shownon Exhibit Z and which Hoist Impacted Area shall be deemed to contain the rentable square footage shown on Exhibit Z as of the date hereof. “Hoist Impacted Area Work ” means the removal of the hoist, Temporary Hoist Enclosure and all related equipment in the Hoist Impacted Area,including all tie-backs, and the Substantial Completion of Landlord’s Work in the Hoist Impacted Area, including, without limitation,completion of the curtain wall within the Hoist Impacted Area. Landlord shall use commercially reasonable efforts to maintain the TemporaryHoist Enclosure and Hoist Impacted Area in such a manner so as to minimize any interference with Tenant’s use and occupancy of the Premisesand Landlord and Tenant shall reasonably cooperate in connection with the Substantial Completion of the Hoist Impacted Area Work byLandlord so as to reasonably minimize any interference with Tenant’s use and occupancy of the Premises. “ Temporary Hoist Enclosure ” meansa “weather tight” code compliant temporary enclosure enclosing the Hoist Impacted Area. - 47 -  (B) Freight Elevator(s) . Tenant shall have the right to a pro rata allocation of usage of the freight elevatorsduring Business Hours on Business Days for deliveries of materials and equipment, subject to Landlord’s absolute priority in using the freightelevators for the performance of the Base Building Work during Business Hours on Business Days. Tenant shall also have the right to a pro rataallocation of reserved usage of the freight elevators for such deliveries on a “first to reserve” basis during times other than Business Hours onBusiness Days. All such usage of the freight elevators shall be subject to Landlord’s non-discriminatory procedures for the allocation orreservation of use of the freight elevators. So long as Landlord is operating the freight elevators during Business Hours on Business Days,Tenant’s use of such freight elevators during Business Hours on Business Days shall be at no cost to Tenant. If Landlord is no longer operatingone or more of the freight elevators, Tenant may use such freight elevator during Business Hours and on Business Days at Tenant’s cost (asprorated among the tenants if more than one tenant is using the freight elevators at a particular time). Tenant shall pay for the use of the freightelevators at Landlord’s actual cost for such service plus a Landlord fee and overhead charge of 5% of such costs. Tenant shall pay itsproportionate share of the cost (as prorated among the tenants and/or Landlord if more than one tenant and/or Landlord is using the freightelevator at a particular time) of any use of the freight elevators during times other than Business Hours on Business Days. (C) Passenger Elevators . Tenant shall have the right to use 2 of the Elevators for transportation of personnel,equipment or materials in connection with the performance of Tenant’s Initial Work from and after the Possession Date, and until the issuance ofthe TCO. So long as Landlord is operating such passenger elevators during Business Hours on Business Days (i.e., Landlord is already payingfor an operator), Tenant’s use of such passenger elevators during Business Hours on Business Days shall be at no cost to Tenant. In all othercases, if Tenant elects to so use such passenger elevators, Tenant shall use an operator hired by Landlord and Tenant shall pay the cost of hiringsuch operator at Landlord’s actual cost for such service plus a Landlord fee and overhead charge of 5% of such costs. Tenant, at its sole cost andexpense, shall protect such passenger elevators from and against damage arising out of such use and promptly repair and restore any damage tosuch elevators arising from such use by Tenant, its contractors and agents. All such usage of the passenger elevators shall be subject toLandlord’s non-discriminatory procedures for the allocation or reservation of use of the passenger elevators. - 48 -  (iv) In performing Tenant’s Initial Work, Tenant shall comply with all reasonable procedures prescribed by Landlord forthe coordination of Tenant’s Initial Work with the Base Building Work and any other work in the Building; provided that such procedures shall not beapplied in a discriminatory manner. Without limiting the generality of the provisions of Section 4.01(c)(i) , the provisions of Section 4.02(e) shall applywith respect to the performance of Tenant’s Initial Work. Tenant shall ensure that Tenant’s Initial Work shall be performed in a manner which shall notcreate a labor dispute. Tenant shall immediately stop performing Tenant’s Initial Work if Landlord notifies Tenant that continuing such work has created,or would create, a labor dispute. (v) Landlord shall provide, and Tenant shall make arrangements with Landlord for, temporary water, power, heat and airand connections therefor during the period when Tenant's Initial Work is being constructed, and Tenant shall pay any costs actually incurred by Landlordby reason of Tenant’s use of any thereof in connection with the performance of Tenant's Initial Work or otherwise until such time as Landlord is toprovide such services pursuant to Section 3.01 . The foregoing costs actually incurred by Landlord shall either be based on submeters measuring Tenant’suse of such services or shall be reasonably determined by Landlord based on Tenant’s pro-rata share of the use of such services based on the total squarefootage of construction being undertaken by Tenant at the Building versus the total square footage of all construction being undertaken at the Building.Tenant shall be responsible, at Tenant’s sole cost and expense, for the removal of trash and construction debris resulting from the construction of Tenant’sInitial Work. To the extent not otherwise covered herein, Tenant shall pay to Landlord the incremental cost of General Conditions to the extentattributable to the performance of Tenant's Initial Work, including, without limitation, the use of the hoist(s), loading docks and elevators as moreparticularly described in Section 4.01(c)(iii) above. “ General Conditions ” means, without limitation, the actual cost of field labor, field supervision,cleanup, removal of waste and debris, protection of work in progress or completed, insurance and security with respect to the Project, maintenance andoperation of temporary facilities and services, construction barricades, ventilation, taxes, operation of loading docks, elevator and hoist operators,teamsters, operating and hoist engineers, master mechanic(s), maintenance mechanic(s), teamster foreman, and other support and security personnel,permit and similar fees and other out-of-pocket expenses incurred in connection therewith and similar costs included in general conditions in accordancewith good construction practice in New York City. If more than one tenant of the Building is performing Alterations at the same time then anyincremental additional General Conditions incurred by landlord shall be equitably apportioned among all such Tenants without duplication. If, prior to thedate upon which Landlord removes the hoist(s) from the Project, Tenant shall request from Landlord the right to use such hoist(s) in connection with theperformance of Tenant’s Initial Work, then Landlord shall (subject to Landlord having priority in accordance with the provisions of Section 4.01(c)(iii)and the use of the hoist by other tenants and occupants) permit Tenant to use the same. Tenant shall pay all reasonable incremental costs incurred byLandlord by reason of Tenant’s use of the hoist(s), loading docks and elevators as more particularly described in Section 4.01(c)(iii) above, except to theextent that any such use of such hoist is required as a result of the Building’s passenger elevators not being unavailable for Tenant’s use in accordancewith Section 4.01(c)(iii)(C) above. Without limiting the generality of the foregoing, if, as a result of Tenant’s approved usage of the hoist(s), Landlorddetermines that it is necessary for Landlord to use said hoist(s) on an overtime basis, then after reasonable advance notice to Tenant, Landlord may do soand any incremental costs (without profit or mark-up) actually incurred by Landlord by reason of such overtime usage shall be paid for by Tenant. Allamounts payable by Tenant under this Section 4.01(c)(v) shall constitute Additional Charges and shall be paid by Tenant to Landlord within 30 days ofTenant’s receipt from Landlord of an invoice and reasonable back-up documentation therefor. - 49 -  (vi) If Landlord incurs any incremental costs due to any delay in the performance or completion of the Base BuildingWork which delay results from any Tenant Delay, Tenant shall pay such costs to Landlord within 30 days after receipt of an invoice and reasonablesupporting documentation therefor. If more than one tenant of the Building is performing Alterations at the same time then any incremental additionalGeneral Conditions incurred by Landlord shall be equitably apportioned among all such tenants without duplication. (d) Violations and Landlord Delay . (i) From and after the Possession Date, in the event that Tenant is unable to obtain anybuilding permits or other permits, approvals, certificates or sign-offs from any governmental authority required for the performance of Tenant’s Initial Work or thelegal occupancy by Tenant of the Premises for the purposes expressly permitted under this Lease and to the extent such failure results from the existence of anyviolations of Law affecting the Building resulting from the performance of any work by Landlord or other actions or failure(s) to act of Landlord (“ Violations ”),but specifically excluding any violations caused by or resulting from the action(s) or failure(s) to act of Tenant, Tenant’s contractors or any Tenant IndemnifiedParty or any other tenant, then following written notice thereof from Tenant, Landlord shall proceed reasonably diligently and in good faith to cure and cause eachsuch Violation to be discharged of record. If there is any violation caused by the acts or omissions of other tenants or occupants of the Building, Landlord will usecommercially reasonable efforts to cause such tenant or occupant to comply with the provisions of its lease but Landlord shall not be required to institute litigation,arbitration or any other proceeding against such tenant or occupant of the Building, send a default notice, seek to terminate any lease or incur any expenses (otherthan de minimis expenses) in connection therewith. - 50 -  (ii) From and after the Possession Date, in the event that Tenant is unable to perform Tenant’s Initial Work to the extentresulting from any Landlord Delay (as hereinafter defined), but specifically excluding any interference caused by or resulting from Unavoidable Delay or anyaction(s) or failure(s) to act of Tenant, Tenant’s contractors or any Tenant Indemnified Party, then following written notice thereof from Tenant, Landlord shallproceed reasonably diligently and in good faith to cure such Landlord Delay. “ Landlord Delay ” means any actual delay which Tenant shall encounter in theperformance of Tenant’s Initial Work to the extent resulting from Landlord’s default of its obligations under Sections 4.01(c)(iii) , 4.01(c)(v) and 4.06(b) of thisLease, but specifically excluding any Landlord Delay that is caused by Unavoidable Delay (e.g., the failure of a utility company to provide services shall not bedeemed a default by Landlord under the aforementioned provisions). Notwithstanding anything contained in this Lease to the contrary, Tenant shall notifyLandlord of any such Landlord Delay (a “ Landlord Delay Notice ”) within 3 Business Days after Tenant actually becomes aware of such Landlord Delay, failingwhich such delay shall constitute a Landlord Delay only from and after the date Tenant notifies Landlord thereof. In addition and notwithstanding any otherprovision of this Lease to the contrary, in the event of any simultaneous occurrence of Landlord Delay and Unavoidable Delay, for the duration of any suchsimultaneous occurrence such Landlord Delay shall be deemed to be Unavoidable Delay and shall not constitute Landlord Delay; provided, that Tenant does notsuffer any actual delay in the performance of Tenant’s Initial Work by reason of such Landlord Delay that Tenant would not have otherwise incurred as a result ofsuch simultaneous Unavoidable Delay. No Landlord Delay shall be deemed to have occurred unless Tenant is actually delayed in performing Tenant’s Initial Workand opening for the conduct of business as a result of the occurrence of a Landlord Delay. Landlord shall have 7 Business Days from Landlord’s receipt of suchLandlord Delay Notice from Tenant to deliver written notice to Tenant that Landlord disputes, in good faith, the determinations by Tenant that a Landlord Delayhas occurred, together with a reasonably detailed explanation of the reasons therefor. If Landlord fails to deliver such written notice to Tenant within such 7Business Day period, Landlord shall be deemed to have accepted Tenant’s determination that a Landlord Delay has occurred. In the event Landlord does deliversuch written notice to Tenant within such 7 Business Day period as provided above, the parties shall, in good faith, resolve such dispute(s) in a timely manner.Either party may submit a dispute regarding a Landlord Delay that remains unresolved for more than 30 days to arbitration in accordance with the provisions ofSection 8.09 . Any simultaneous delays which constitute a Landlord Delay hereunder shall be deemed to run concurrently and not consecutively to the extent ofTenant’s actual delay caused by such simultaneous delays and shall not be “double” counted. (iii) Subject to the provisions of this Section 4.01(d) , if Tenant is unable to perform Tenant’s Initial Work or open for theconduct of business to the extent resulting from any Violation, and (1) Landlord fails to cure such Violation within 10 days (or within 20 days if such Violation isnot one which is reasonably susceptible of cure and removal of record within such 10 day period) after notice thereof from Tenant indicating the specific Violation,together with reasonable evidence demonstrating that such Violation is the sole reason Tenant is unable to perform Tenant’s Initial Work or open for the conduct ofbusiness and (2) Landlord does not dispute, in good faith, such determination by Tenant (or, if Landlord does dispute such determination, and Tenant’s position insuch dispute ultimately prevails), then the Rent Commencement Date shall be extended 1 day for each day such inability continues until the earlier to occur of (x)such Violation is cured and (y) the date Tenant is able to perform Tenant’s Initial Work or open for the conduct of business. - 51 -  (iv) Subject to the provisions of this Section 4.01(d) , if Tenant is unable to perform Tenant’s Initial Work or open for theconduct of business to the extent resulting from any Landlord Delay other than a Landlord Delay resulting from a Violation, and (1) Landlord fails to cure suchLandlord Delay within 5 Business Days after notice thereof from Tenant indicating the specific cause of such Landlord Delay, together with reasonable evidencedemonstrating that such Landlord Delay is the sole reason Tenant is unable to perform Tenant’s Initial Work or open for the conduct of business and (2) Landlorddoes not dispute, in good faith, such determination by Tenant (or, if Landlord does dispute such determination, and Tenant’s position in such dispute ultimatelyprevails), then the Rent Commencement Date shall be extended 1 day for each day such inability continues until the earlier to occur of (x) such Landlord Delay iscured and (y) the date Tenant is able to perform Tenant’s Initial Work or open for the conduct of business. Any simultaneous delays under this clause (iv) relatingto a Landlord Delay other than a Landlord Delay resulting from a Violation and under clause (iii) above relating to a Violation shall be deemed to run concurrentlyand not consecutively to the extent of Tenant’s actual delay in performing Tenant’s Initial Work caused by such simultaneous delays and shall not be “double”counted. (e) Following the execution of this Lease, Landlord and Tenant shall reasonably cooperate to meet quarterly to discuss theprogress of the Base Building Work and Landlord’s Work. At such quarterly meetings the parties shall discuss, among other things, the design elements ofTenant’s Initial Work. (f) Notwithstanding anything to the contrary contained herein, Landlord shall have the right to install rated partitions around thecore of the Building substantially as shown on Exhibit X in connection with the performance of the Base Building Work and/or Landlord’s Work. Tenant shallhave the right to perform Tenant’s Initial Work within the partitioned area subject to Section 4.01(c) , provided that Tenant shall not remove such partitions, orconnect or attempt to connect to, disconnect, move, disturb or interfere with in any way, the base building systems located within the partitioned area, or seek anySign Offs with respect to Tenant’s systems connecting to any base building systems, until Landlord has obtained all Sign Offs with respect to such base buildingsystems and given notice thereof to Tenant; provided, further, that Landlord agrees to reasonably cooperate with Tenant to allow Tenant to perform work behindsuch rated partitions to the extent necessary in connection with Tenant’s Initial Work. Upon the issuance of all Sign Offs with respect to the base building systems,Landlord shall promptly deliver notice thereof to Tenant and thereafter Tenant may remove such partitions (it being agreed that Tenant may elect to either removesuch partitions and Landlord shall reimburse Tenant for the reasonable out-of-pocket costs incurred by Tenant in connection with such removal or to haveLandlord remove such partitions at Landlord’s cost and expense) and connect to base building systems. “ Sign Offs ” means any applicable sign-offs from anyapplicable governmental authority required for the performance the Base Building Work, Landlord’s Work, Tenant’s Initial Work or to obtain the TCO, asapplicable. (g) Any dispute between Landlord and Tenant arising under this Section 4.01 shall be resolved by arbitration conducted inaccordance with the provisions of Section 8.09 . - 52 -  4.02 Alterations . (a) Except as hereinafter expressly provided, Tenant shall make no improvements, changes or alterations in or to thePremises (“ Alterations ”) without Landlord’s prior approval, which approval shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding theforegoing, Landlord’s approval shall not be required for (x) minor Alterations which are purely decorative in nature such as wallpapering, millwork, painting andcarpeting (collectively, “ Decorative Alterations ”) and (y) Non-Material Alterations; provided, that (A) with respect to Decorative Alterations and Non-MaterialAlterations, Tenant shall deliver notice thereof to Landlord at least 10 Business Days prior to the commencement thereof, including detailed plans andspecifications for any Non-Material Alteration (except to the extent the relevant Non-Material Alteration is of such a minor nature that it would not be customaryindustry practice for landlords of First Class Office Buildings to require their tenants to prepare plans and/or specifications for such work) and (B) Tenant shalladhere to the other applicable requirements of this Section 4.02 . “ Non-Material Alteration ” means Alterations that (i) are limited to the interior of the Premisesand do not affect the exterior (including the appearance) of the Building or any portion thereof, (ii) are not structural and do not adversely affect the strength of theBuilding or any portion thereof, (iii) do not affect the usage or the functioning of any of the Building systems, (iv) do not affect other tenants or occupants of theBuilding, (v) do not require a change to the Building’s certificate of occupancy, (vi) do not require a permit from the New York City Department of Buildings and(vii) do not exceed the Non-Material Alterations Cap. The “ Non-Material Alterations Cap ” means an aggregate of $100,000 per full floor of the Premises for allNon-Material Alterations performed by Tenant in any rolling 12-month period, Subject to CPI Increases (as hereinafter defined). (b) Tenant, in connection with any Alteration, shall comply with the Rules and Regulations, the Tenant Design Standards annexedhereto as Exhibit I-1 and the Construction Rules annexed hereto as Exhibit I-2 , as such Tenant Design Standards and/or Construction Rules may be amended byLandlord from time to time; provided, that Tenant shall not be bound by any such amendment that (i) imposes, except to a de minimis extent, any new or increasedcosts or financial obligations on Tenant (unless any such cost or financial obligation is the result of compliance with any Laws) or (ii) unreasonably affects theconduct of Tenant’s business in the Premises. Tenant shall not proceed with any Alteration (other than Decorative Alterations) unless and until Landlord approvesTenant’s plans and specifications therefor. In such instances in which Landlord’s approval shall be required with respect to the performance of any Alteration,Landlord shall, within 15 Business Days following receipt of Tenant’s plans for the performance of such Alteration (or (i) with respect to Tenant’s plans for theperformance of Tenant’s Initial Work, within 25 Business Days and (ii) in the event of a resubmission of Tenant’s Plans not involving material changes, within 10Business Days with respect to Tenant’s plans for the performance of Tenant’s Initial Work and within 5 Business Days with respect to Tenant’s plans for theperformance of any other Alteration), advise Tenant of Landlord’s approval or disapproval of such plans or any part thereof. If Landlord shall fail to approve ordisapprove Tenant’s plans or any part thereof within such 15 Business Day period (or such 25 Business Day period for plans for Tenant’s Initial Work or such 10Business Day or 5 Business Day period, as applicable, for resubmissions not involving material changes), Tenant may give to Landlord a notice of such failure,which notice shall contain a legend in not less than 14 point font bold upper case letters as follows: “ FAILURE TO APPROVE OR DISAPPROVETENANT’S PLANS WITHIN 5 BUSINESS DAYS SHALL RESULT IN LANDLORD’S DEEMED APPROVAL OF TENANT’S PLANS ”, and ifLandlord shall fail to approve or disapprove such Tenant’s plans within such 5 Business Day period, Landlord shall be deemed to have approved such plans. IfLandlord shall disapprove such plans (or any part thereof), Landlord shall set forth its reasons for such disapproval in writing and in reasonable detail and identifythose portions of the plans so disapproved. Any review or approval by Landlord of plans and specifications with respect to any Alteration is solely for Landlord’sbenefit, and without any representation or warranty to Tenant with respect to the adequacy, correctness or efficiency thereof, its compliance with Laws orotherwise. - 53 -  (c) Tenant shall pay to Landlord within 30 days following demand Landlord’s reasonable, actual third-party out-of-pocket costsand expenses (including, without limitation, the reasonable fees of any architect or engineer employed by Landlord for such purpose) for reviewing plans andspecifications and inspecting Alterations, in addition to any incremental cost incurred by Landlord as a result of the use of any standby personnel reasonablyrequired as a result of any Alteration. Landlord shall not be entitled to charge (nor shall any Affiliate of Landlord charge) a supervisory or other review fee, exceptas expressly provided in this Lease. (d) Before proceeding with any Alteration (other than Tenant’s Initial Work) that will cost more than $500,000.00, Subject to CPIIncreases (exclusive of the costs of decorating work and items constituting Tenant’s Property), as estimated by a reputable contractor designated by Landlord,Tenant shall furnish to Landlord one of the following (as selected by Tenant): (i) a cash deposit, (ii) a performance bond and a labor and materials payment bond(issued by a corporate surety licensed to do business in New York reasonably satisfactory to Landlord) or (iii) an irrevocable, unconditional, negotiable letter ofcredit, issued by a bank and in a form satisfactory to Landlord; each to be equal to 110% of the cost of the Alteration, estimated as set forth above. Any such letterof credit shall be for one year and shall be renewed by Tenant each and every year until the Alteration in question is completed and shall be delivered to Landlordnot less than 30 days prior to the expiration of the then current letter of credit, failing which Landlord may present the then current letter of credit for payment.Upon (A) the completion of the Alteration in accordance with the terms of this Section 4.02 and (B) the submission to Landlord of (x) proof evidencing thepayment in full for said Alteration and (y) written unconditional lien waivers of mechanics’ liens and other liens on the Project from all contractors performing saidAlteration, the security deposited with Landlord (or the balance of the proceeds thereof, if Landlord has drawn on the same) shall be returned to Tenant. UponTenant’s failure properly to perform, complete and fully pay for any Alteration, as determined by Landlord, Landlord may, upon notice to Tenant, draw on thesecurity deposited under this Section 4.02(d) to the extent Landlord deems necessary in connection with said Alteration, the restoration and/or protection of thePremises or the Project and the payment of any costs, damages or expenses resulting therefrom; provided however that Landlord shall not draw upon such securityif Tenant is then contesting in good faith its obligation to make payment and Tenant has so notified Landlord of same unless Landlord determines in its solediscretion that same is necessary for Landlord to pay any costs or expenses so that Landlord will not be subject to criminal penalty or any other fine or charge or sothat the Premises or any part thereof or the Project, or any part thereof, shall not be subjected to any lien or encumbrance or otherwise adversely affected, by reasonof Tenant’s failure to so properly perform, complete and/or fully pay for such Alteration. Notwithstanding the foregoing, the provisions of this Section 4.02(d)shall not apply with respect to any Alteration by Tenant so long as Tenant is (1) the original named Tenant, (2) an entity created by merger, reorganization orrecapitalization of or with the original named Tenant, (3) a purchaser of all or substantially all of the original named Tenant’s stock or assets or (4) an Affiliate ofthe original named Tenant (each, an “ Intercept Tenant ”). - 54 -  (e) Tenant shall obtain (and furnish copies to Landlord of) all necessary governmental permits and certificates for thecommencement and prosecution of Alterations and for final approval thereof upon completion, and shall cause Alterations to be performed in compliancetherewith, and in compliance with all Laws (including, without limitation, Section 5 of the New York State Lien Law) and with the plans and specificationsapproved by Landlord. At Tenant’s request, Landlord shall execute all required permit forms prior to the submission of plans by Tenant and/or Landlord’s reviewof such plans, but the execution of such forms by Landlord shall not constitute approval of the Alterations in question. Alterations shall be diligently performed in agood and workmanlike manner, using new materials and equipment at least equal in quality and class to the then standards for the Building established byLandlord. Alterations shall be performed by architects, engineers and contractors first approved by Landlord (which approval shall not be unreasonably withheld ordelayed); provided , that any Alterations which involve a connection(s) or a tie-in to the systems of the Building shall be performed only by the contractor(s)designated by Landlord (provided, further, that the charges of such contractor(s) shall be reasonably competitive with the charges of contractor(s) providing similarservices to other First Class Office Buildings). Landlord hereby agrees that the contractors, subcontractors, architects, engineers and/or expeditors listed on ExhibitK attached hereto are hereby approved by Landlord on the date hereof; provided, that Landlord may, from time to time, reasonably remove or add one or morecontractors, subcontractors, architects, engineers and/or expeditors from or to Exhibit K in Landlord’s reasonable discretion. The performance of any Alteration orany other work in the Project shall not be carried out in a manner which would violate the construction rules and regulations set forth in Exhibit I-2 . Tenant shallimmediately stop the performance of any work or service by any party if Landlord notifies Tenant that continuing such performance would violate the constructionrules and regulations set forth in Exhibit I-2 , and Tenant shall not resume the performance of such work or service until such time as the same may be performedin a manner which shall not violate such rules and regulations. (f) Throughout the performance of Alterations, Tenant and Tenant’s Contractors (as defined in Exhibit J ) shall carry insurancemeeting the requirements set forth in Sections (B) and (C) of Exhibit J attached hereto and Section 7.02 of this Lease. Tenant shall furnish Landlord with evidencethat such insurance is in effect no less than 10 days prior to the commencement of any Alterations and, on request, at reasonable intervals thereafter during thecontinuance of Alterations. Tenant shall require that all insurance policies carried by any Tenant’s Contractors include clauses providing that each insuranceunderwriter shall waive all of its rights of recovery by subrogation, or otherwise, against Landlord, The Related Companies, L.P., Oxford Hudson Yards LLC,Mitsui Fudosan America, Inc., MFA 55 HY LLC, 55 Hudson Yards Member LLC and any of such entities’ officers, agents, or employees. A waiver of subrogationshall be effective as to any individual or entity even if such individual or entity (a) would otherwise have a duty of indemnification, contractual or otherwise, (b)did not pay the insurance premium directly or indirectly, and (c) whether or not such individual or entity has an insurable interest in the property damaged. In theevent that Tenant or any of Tenant’s Contractors fails to maintain the coverages or limits as required herein, Landlord may obtain such insurance as an agent ofsuch party without prior notice. Any premiums paid by Landlord to effect such coverages together with interest thereon at the Interest Rate from the date paid byLandlord until the date reimbursed by Tenant shall be payable by Tenant to Landlord; provided however that to the extent such insurance shall be cancelable, thensuch premiums shall be pro-rated and reimbursed to the extent funds are returned to Landlord by the insurance company as soon as Tenant or any of Tenant’sContractors places the appropriate insurance coverage. - 55 -  (g) Should any mechanics’ or other liens be filed against any portion of the Project by reason of the acts or omissions of, orbecause of a claim against, Tenant or anyone claiming under or through Tenant, Tenant shall cause the same to be canceled or discharged of record by bond orotherwise within 30 days after notice from Landlord. If Tenant shall fail to cancel or discharge said lien or liens within said 30 day period, or if Landlord isrequired to discharge any of said liens prior to the end of said 30 day period pursuant to any Superior Mortgage or Superior Lease, Landlord may cancel ordischarge the same and, upon Landlord’s demand, Tenant shall reimburse Landlord for all actual out-of-pocket costs incurred in canceling or discharging suchliens, together with interest thereon at the Interest Rate from the date incurred by Landlord to the date of payment by Tenant, such reimbursement to be madewithin 30 days after receipt by Tenant of a written statement from Landlord as to the amount of such costs. Tenant shall indemnify and hold Landlord harmlessfrom and against all actual out-of-pocket costs (including, without limitation, reasonable attorneys’ fees and disbursements and costs of suit), losses, liabilities orcauses of action arising out of or relating to any Alteration, including, without limitation, any mechanics’ or other liens asserted in connection with such Alteration. (h) Tenant shall deliver to Landlord, within 30 days after the completion of an Alteration, “as-built” drawings thereof using theAutoCAD Computer Assisted Drafting and Design System, Version 12 or later or such other system or medium as Landlord may accept. During the Term, Tenantshall keep records of Alterations costing in excess of $50,000 including plans and specifications, copies of contracts, invoices, evidence of payment and all otherrecords customarily maintained in the real estate business relating to Alterations and the cost thereof and shall, within 30 days after demand by Landlord, furnish toLandlord copies of such records. (i) All Alterations to and Fixtures installed by Tenant in the Premises shall be fully paid for by Tenant in cash and shall not besubject to conditional bills of sale, chattel mortgages, or other title retention agreements. (j) Landlord shall design the Building with the intent of achieving a “Gold” level LEED certification with respect thereto. AllAlterations shall be designed and performed by Tenant in compliance with the requirements set forth on Exhibit P attached hereto. Landlord shall cooperate withTenant, at no cost to Landlord, by providing to Tenant and Tenant’s consultants any necessary and pertinent documentation reasonably requested by Tenant whichrelates to Building systems, materials, and site characteristics required for Tenant to apply for LEED certification for the Premises. (k) Any dispute between Landlord and Tenant arising under this Section 4.02 shall be resolved by arbitration conducted inaccordance with the provisions of Section 8.09 . - 56 -  4.03 Landlord’s and Tenant’s Property . (a) Subject to Section 4.03(d) , all fixtures (other than movable trade fixtures constitutingTenant’s Property), equipment (other than movable equipment constituting Tenant’s Property), improvements and appurtenances attached to or built into thePremises, whether or not at the expense of Tenant, and all fixtures, equipment, improvements and appurtenances attached to or built into any other area of theBuilding by or on behalf of Tenant (collectively, “ Fixtures ”), shall be and remain a part of the Building and shall not be removed by Tenant except as expresslyprovided to the contrary in this Lease. All Fixtures shall be the property of Tenant during the Term and, upon expiration or earlier termination of this Lease, unlessexpressly provided otherwise in this Lease, shall become the property of Landlord. (b) All movable partitions, business and trade fixtures, machinery and equipment, and all furniture, furnishings and other articlesof movable personal property owned by Tenant and located in the Premises or elsewhere in the Building (collectively, “ Tenant’s Property ”) shall be and shallremain the property of Tenant and may be removed by Tenant at any time during the Term; provided , that if any Tenant’s Property is removed, Tenant shall repairany damage to the Premises or to the Building resulting from the installation and/or removal thereof. Notwithstanding the foregoing, subject to Section 4.03(d) ,any equipment or other property paid for with any allowance or credit granted by Landlord to Tenant shall not be considered Tenant’s Property and shall be andremain a part of the Premises or such other location in the Building in which such equipment or other property is located, shall, upon the expiration or earliertermination of this Lease, be the property of Landlord and shall not be removed by Tenant. (c) At or before the Expiration Date, or within 30 days after any earlier termination of this Lease, Tenant, at Tenant’s expense,shall remove Tenant’s Property from the Building (except such items thereof as Landlord shall have expressly permitted in writing to remain, which shall becomethe property of Landlord), and Tenant shall repair any damage to the Premises or the Building resulting from any installation and/or removal of Tenant’s Property.Any items of Tenant’s Property which remain in the Building after the Expiration Date, or more than 30 days after an earlier termination of this Lease, may, at theoption of Landlord, be deemed to have been abandoned, and may be retained by Landlord as Landlord’s property or disposed of by Landlord, withoutaccountability, in such manner as Landlord shall determine, at Tenant’s expense. - 57 -  (d) Landlord, by notice given to Tenant at any time prior to or within 60 days after the Expiration Date or any earlier terminationof this Lease, may require Tenant, notwithstanding Section 4.03(a) , to remove all or any Specialty Installations. If Landlord shall give such notice, then Tenant, atTenant’s expense, on or prior to the later of (x) the Expiration Date and (y) the date that is 30 days after the giving of such notice by Landlord, shall either (i)remove the Specialty Installations from the Premises and the Building, repair and restore the Premises and the Building to the condition existing prior toinstallation thereof and repair any damage to the Premises or to the Building due to such removal (such removal and repair work is collectively hereinafter referredto as the “ Restoration Work ”) or (ii) elect by written notice to Landlord for Landlord to perform the Restoration Work, in which event Tenant shall pay orreimburse Landlord for the costs thereof within 30 days after demand therefor. Notwithstanding the foregoing, Tenant, at the time Tenant submits to LandlordTenant’s plans and specifications for any Alterations, may request in writing that Landlord specifically identify any Specialty Installations shown on Tenant’s plansand specifications which Tenant must remove at the end of the Term (and restore the Premises and the Building to its condition existing prior to the installation ofsuch Specialty Installations). The term “ Specialty Installations ” shall mean installations consisting of vaults, safes, poured concrete or similar raised flooring,internal staircases, vertical and horizontal risers, dumbwaiters, vertical transportation systems, roof equipment, supplemental HVAC equipment, kitchen facilities(but not pantry facilities), private bathrooms, other installations which penetrate the slabs of the Premises, Alterations which affect the Building’s curtain wall(provided that Restoration Work in connection with any such Alterations affecting the Building’s curtain wall shall be performed by Landlord at Tenant’sexpense), installations in areas of the Building other than the Premises and any other installations which are not customary installations for tenants occupyingpremises comparable to the Premises for general, administrative and executive office use as permitted under this Lease. The provisions of this Section 4.03(d) shallsurvive the expiration or other termination of this Lease. 4.04 Access and Changes to Building . (a) Landlord reserves the right, at any time, to make changes in or to the Project as Landlord maydeem necessary or desirable, and Landlord shall have no liability to Tenant therefor, provided any such change does not deprive Tenant of access to the Premisesthrough a Building lobby and the Elevators and does not affect the first-class nature of the Project. Landlord may install and maintain pipes, fans, ducts, wires andconduits within or through the walls, floors or ceilings of the Premises; provided, that the same (i) are installed within the interior of the walls of the Premises orthe floors or ceilings thereof, at Landlord’s sole cost and expense or, if installed adjacent to the interior walls of the Premises or the floors or ceilings of thePremises, if appropriate, shall be located in boxed enclosures and adequately furred and (ii) shall not, except to a de minimis extent, reduce the rentable squarefootage of the Premises or the ceiling height, provided, however, that to the extent there are alternative locations for the pipes and conduits outside of the Premisesthat provide the same service, do not cost more (by more than a de minimis amount, unless Tenant, after being advised of the incremental cost, agrees to pay suchcost to Landlord) and do not inconvenience or otherwise adversely affect Landlord or other existing or future tenants of the Building, Tenant shall have the right torequire Landlord to use such alternative locations. Landlord shall restore, at Landlord’s cost, to substantially the same condition existing prior to such work byLandlord, any damage to any Fixtures or Tenant’s Property caused by the performance of any such installation or maintenance work by Landlord. In exercising itsrights under this Section 4.04 , Landlord shall use reasonable efforts to minimize any interference with Tenant’s use of the Premises for the ordinary conduct ofTenant’s business (but without any obligation to utilize overtime or premium pay labor except as otherwise provided under Section 3.02(e) , applied mutatismutandis ). Tenant shall not have any easement or other right in or to the use of any door or any passage or any concourse or any plaza connecting the Buildingwith any other building or to any public conveniences, and the use of such doors, passages, concourses, plazas and conveniences may, without notice to Tenant, beregulated or discontinued at any time by Landlord; provided , that Tenant shall at all times have reasonable access to the Premises through the Elevators and theapplicable Building lobby. - 58 -  (b) Except for the space within the inside surfaces of all walls, hung ceilings, floors, windows and doors bounding the Premises,all of the Building, including, without limitation, exterior Building walls, core corridor walls and doors and any core corridor entrance, any terraces or roofsadjacent to the Premises, and any space in or adjacent to the Premises used for shafts, stacks, pipes, conduits, fan rooms, base building telecommunications ortechnical rooms, electrical closets, ducts, electric or other utilities, sinks or other Building facilities, and the use thereof, as well as access thereto through thePremises, are reserved to Landlord and are not part of the Premises. Subject to Section 12.04 , Landlord reserves the right to change the name or address of theProject or any portion thereof at any time and from time to time. Upon reasonable prior notice to Landlord, Landlord will reasonably cooperate with Tenant (at nocost or liability to Landlord) to coordinate access to floors immediately above and below the Premises during Tenant’s Initial Work and during the performance ofany subsequent Alteration so that Tenant may perform certain aspects of Tenant’s Initial Work (e.g., installing certain plumbing, duct or cabling work) or suchsubsequent Alteration, as applicable. Any such access shall be subject to the express terms and conditions of each tenant’s lease relating to such space immediatelyabove and/or below the Premises and any requirements imposed by any such tenant pursuant to such tenant’s lease in connection with such access and theindemnity provisions set forth in Section 6.12(b) shall apply in connection therewith. (c) Landlord shall have no liability to Tenant if at any time any windows of the Premises are either temporarily darkened orobstructed by reason of any repairs, improvements, maintenance and/or cleaning in or about the Building (or permanently darkened or obstructed if required byLaw) or covered by any translucent material for the purpose of energy conservation, or if any part of the Project, other than the Premises, is temporarily orpermanently closed or inoperable; provided that the same does not deprive Tenant of access to the Premises through a Building lobby and the Elevators. If at anytime the windows of the Premises are temporarily darkened or obstructed as permitted in the immediately preceding sentence, Landlord shall, to the extentpermitted by Law or applicable governmental authority, perform such repairs, maintenance, alterations or improvements as reasonably promptly as practicable andas reasonably necessary to re-open the same, and, Landlord shall use commercially reasonable efforts to minimize the period of time during which such windowsare temporarily darkened or obstructed. (d) Landlord and persons authorized by Landlord shall have the right, upon reasonable prior notice to Tenant (except in anemergency and which, in the case of non-emergency inspections or work to be performed by Landlord within the Premises, shall be at least 24 hours in advance),to enter the Premises (together with any necessary materials and/or equipment), to inspect or perform such work as Landlord may reasonably deem necessary or toexhibit the Premises to prospective purchasers or, during the last 18 months of the Term, to prospective tenants, or for any other purpose as Landlord mayreasonably deem necessary or desirable. Notwithstanding the foregoing, Landlord shall not bring and/or store more materials and equipment in the Premises toperform such work than are reasonably necessary at any time. Tenant shall have the right to have a representative of Tenant accompany Landlord on any entry intothe Premises, but Landlord’s rights to conduct any such entry, and the timing of such entry, shall not be affected if Tenant shall fail to make such representativeavailable. Landlord shall have no liability to Tenant by reason of any such entry. Landlord shall not be required to make any improvements or repairs of any kindor character to the Premises during the Term. In connection with any access to the Premises by Landlord and persons authorized by Landlord, Landlord and suchpersons shall exercise commercially reasonable efforts to minimize interference with Tenant’s access to, and use of, the Premises for the normal conduct ofTenant’s business therein. - 59 -  (e) Tenant shall have the right to reasonably designate, by written notice to Landlord, certain areas of the Premises, not to exceed3,000 rentable square feet, in the aggregate, as secure areas (each, a “ Secure Area ”) to which Landlord shall not have access without being accompanied by arepresentative of Tenant (except in the case of an emergency or when Tenant does not make a representative available upon 2 Business Days’ prior written notice);provided, that the Secured Area does not block access to base building systems or other areas of the Building to which Landlord requires regular access. Landlordshall not be required to provide cleaning services or other services which require entry to such Secure Area. Landlord shall not have liability to Tenant for anyfailure of Landlord to perform any of its obligations hereunder by reason of Landlord’s inability to enter any Secure Area. Notwithstanding anything in this Leaseto the contrary, in no event shall the obligations of Landlord under this Section 4.04(e) in any way be construed to obligate Landlord to pay overtime or premiumrates for work, materials or access to the Secured Area or any other area of the Premises, and in no event shall Landlord be deemed to be obligated to spend anygreater sums of money to perform any work than it would have had to pay if Landlord, and its agents, employees and contractors had obtained access to theSecured Area. 4.05 Repairs . (a) Tenant shall keep the Premises (including, without limitation, all Fixtures) in good condition and, upon expiration orearlier termination of the Term, shall surrender the same to Landlord in the same condition as when first occupied, reasonable wear and tear excepted andotherwise in the condition required under Section 4.03(c) . Tenant’s obligation shall include, without limitation (and notwithstanding the provisions of Section4.05(b) below), the obligation to repair all damage caused by Tenant, its agents, employees, invitees and licensees to the equipment and other installations in thePremises or anywhere in the Building. Any maintenance, repair or replacement to the windows, the Building systems, the Building’s structural components or anyareas outside the Premises and which is Tenant’s obligation to perform shall be performed by Landlord at Tenant’s reasonable expense. Tenant shall not commit orallow to be committed any waste or damage to any portion of the Premises or the Project. (b) Subject to the second sentence of Section 4.05(a) , Landlord, at Landlord’s expense (but subject to reimbursement by way ofOperating Expenses to the extent includable therein), shall operate, maintain, repair and replace, if necessary, (i) all structural portions of the Building, such as, byway of example only, the roof, foundation, footings, exterior walls, load-bearing columns, ceiling and floor slabs, windows, window sills and sashes, (ii) allcommon and public service areas of the Building, including, without limitation, all common elevators, (iii) all Building systems serving the common and publicservice areas and the Premises and (iv) all fixtures located in the core restrooms in the Premises, throughout the Term, and in such a manner as is consistent withthe maintenance, operation and repair standards of First Class Office Buildings; provided, that Landlord’s obligations under this Section 4.05(b) shall be limited toareas of, and installations within, the Building which Tenant is entitled to use or which otherwise serve the Premises and Landlord shall have no liability to Tenantfor any failure to maintain such standards except to the extent such failure materially and adversely affects Tenant’s use and enjoyment of the Premises.Notwithstanding the foregoing, if any damage repaired by Landlord under this Section 4.05(b) is caused by Tenant or any of Tenant’s agents, employees, inviteesand licensees, such repair shall be performed by Landlord at Tenant’s reasonable expense. - 60 -  4.06 Compliance with Laws; Hazardous Materials . (a) Tenant shall comply with all laws, ordinances, rules, orders and regulations(present, future, ordinary, extraordinary, foreseen or unforeseen) of any governmental, public or quasi-public authority and of the New York Board of FireUnderwriters and any other entity performing similar functions, at any time duly in force (collectively “ Laws ”), the application of which is attributable to, anywork, installation, occupancy, use or manner of use by Tenant of the Premises or any part thereof, except as expressly set forth in the next sentence. Nothingcontained in this Section 4.06 shall require Tenant to make any (i) structural changes or changes to the base building systems or (ii) changes to the core bathrooms(but not any private, executive or other bathrooms installed by Tenant, with respect to which Tenant shall be responsible for compliance with Laws as set forth inthe first sentence of this paragraph) in the Premises, unless, in the case of either of clauses (i) or (ii) , the same are necessitated by reason of Tenant’s performanceof any Alterations, Tenant’s manner of use of the Premises or the use by Tenant of the Premises for purposes other than normal and customary ordinary officepurposes. Tenant shall procure and maintain all licenses and permits required for its business. Notwithstanding the provisions of Section 4.06(a) , Tenant, at itsown cost and expense, may contest, in any manner permitted by Law, the validity or the enforcement of any Laws with which Tenant is required to complypursuant to this Lease; provided that (A) any such contest and/or Tenant’s non-compliance with any such Laws shall not (I) subject any Landlord IndemnifiedParty to (x) criminal prosecution, (y) material fine or (z) any other civil liability that would adversely affect the operation of the Building or the rights of othertenants or occupants of the Building, (II) subject the Building (or any portion thereof) to lien or sale or cause, or be reasonably likely to cause, the same to becondemned or vacated or (III) be in violation of any Superior Mortgage or Superior Lease; (B) Tenant shall first deliver to Landlord a surety bond issued by asurety company of recognized responsibility, or other security reasonably satisfactory to Landlord, indemnifying and protecting Landlord and any SuperiorMortgagee or Superior Lessor against any loss, cost, liability, damage or expenses (including, without limitation, interest and penalties and reasonable attorneys’fees and disbursements) which could arise by reason of such non-compliance, which bond or other security (or the balance of the proceeds thereof, if Landlord hasdrawn on the same) shall be released by Landlord promptly upon resolution of such contest; and (C) Tenant shall promptly, diligently and continuously prosecutesuch contest and shall keep Landlord informed, on a regular basis, of the status of such contest. (b) Landlord, at Landlord’s expense (but subject to reimbursement by way of Operating Expenses to the extent includabletherein), shall comply or cause compliance with all Laws affecting the public and common areas of the Building, the Building systems or the Premises or the useand occupancy thereof (except (x) as expressly set forth in Section 4.06(a) above and (y) that Landlord shall have no liability to Tenant for any failure to so complyor cause compliance except to the extent such failure materially and adversely affects Tenant’s use and enjoyment of the Premises) subject to Landlord’s right tocontest and defer compliance with such Laws pursuant to appropriate proceedings, provided that Landlord shall not have the right to defer such compliance if (i)such non-compliance or contest shall prevent Tenant from lawfully occupying the Premises for the use permitted hereunder or (ii) noncompliance threatens thesafety of persons or property. On the Possession Date, Landlord shall deliver the Premises to Tenant in substantial compliance with all applicable Laws (includingLaws with respect to Hazardous Materials) and free of Hazardous Materials (as hereinafter defined). If, during the Term, Landlord or its employees, contractors oragents install, use, release, store or place any Hazardous Materials in or about (1) the Premises or (2) to the extent same materially and adversely affects Tenant’suse and enjoyment of the Premises, the Building or the Project, in any case in violation of applicable Laws, then Landlord shall be obligated to remove and disposeof such Hazardous Materials in compliance with all Laws (including, without limitation, any Laws with respect to Hazardous Materials). - 61 -  (c) (i) Tenant shall not cause or permit Hazardous Materials to be used, transported, stored, released, handled, produced orinstalled in, on or from the Premises or the Building other than customary office, cleaning and/or maintenance and/or construction supplies brought into, used inand/or kept upon the Premises or the Building if and to the extent permitted pursuant to Laws and in addition, with respect to construction supplies, if and to theextent used in accordance with good construction practices. The term “ Hazardous Materials ” means any substance or material defined by any Law that is now ormay hereafter be applicable, as “hazardous,” “toxic” or words of similar import. (ii) In the event of a breach of the provisions of this Section 4.06(c) , Landlord shall, in addition to all of its rights andremedies under this Lease and pursuant to Laws, require Tenant to remove any such Hazardous Materials from the Premises or the Building in the mannerprescribed for such removal by applicable Laws, and the indemnity provisions set forth in Section 6.12(b) shall apply in connection therewith. 4.07 Tenant Advertising . Tenant shall not use, and shall cause each of its affiliates not to use, the name or likeness of the Building or theProject in any advertising (by whatever medium) without Landlord’s consent (not to be unreasonably withheld or delayed), provided, however, that Tenant mayuse the name and address of the Building on its stationary and in advertisements for identification purposes only. 4.08 Right to Perform Tenant Covenants . If Tenant fails to perform any of its obligations under this Lease, Landlord, any SuperiorLessor or any Superior Mortgagee (each, a “ Curing Party ”) may perform the same at the expense of Tenant (a) immediately and without notice in the case ofemergency or in case such failure may result in a violation of any Law or in a cancellation of any insurance policy maintained by Landlord; provided, that Landlordagrees to provide such notice as is reasonably practicable under the circumstances (which the parties agree may be no notice) in the event of the circumstancesdescribed in this clause (a) and (b) in any other case if such failure continues beyond any applicable notice and grace period. If a Curing Party performs any ofTenant’s obligations under this Lease, Tenant shall pay to Landlord (as Additional Charges) the costs thereof (including all reasonable fees and costs, includingreasonable legal fees and disbursements, incurred by such Curing Party in connection therewith), together with interest at the Interest Rate from the date incurredby the Curing Party until paid by Tenant, within 30 days after receipt by Tenant of a statement as to the amounts of such costs, accompanied by invoices or otherreasonable supporting documentation. If the Curing Party effects such cure by bonding any lien which Tenant is required to bond or otherwise discharge (after thegiving of any required notice and the expiration of any applicable grace periods), Tenant shall obtain and substitute a bond for the Curing Party’s bond and shallreimburse the Curing Party for the cost of the Curing Party’s bond. “ Interest Rate ” means the lesser of (i) the base rate from time to time announced by Citibank,N.A. (or, if Citibank, N.A. shall not exist or shall cease to announce such rate, such other bank in New York, New York, as shall be designated by Landlord in anotice to Tenant) to be in effect at its principal office in New York, New York plus 3% and (ii) the maximum rate permitted by law. - 62 -  4.09 Telecommunications; Shaft Space . (a) Tenant shall be responsible, at its sole cost and expense, for bringing telecommunicationservice, data wiring service and cable television service to the Premises. Landlord shall provide two separate points of entry for Tenant’s telecommunicationsrequirements from such point of entry to the Premises and from the Premises to the roof of the Building. Each separate sleeve within the Building core shallaccommodate two (2) 2” conduits for Tenant’s telecommunications requirements as shown on Exhibit U . At Tenant’s request, Landlord shall install two (2) 2”conduits in each sleeve and Tenant shall reimburse Landlord for the out-of-pocket costs actually incurred by Landlord in connection with such installation within30 days after rendition of a bill therefor. Any installation made by Tenant in such shaft space, including core drilling and the installation of any conduit or wiring,shall be performed at Tenant’s sole cost and expense, in accordance with all Laws and the Rules and Regulations, and shall constitute an Alteration under thisLease. Tenant shall indemnify and save harmless Landlord from and against all loss, damage, liability, cost and expense of any nature (including, withoutlimitation, reasonable attorneys’ fees and expenses) by reason of accidents, damage, injury or loss to any and all persons and property, or either, whosoever orwhatsoever to the extent resulting from or arising in connection with Tenant’s installation, use, maintenance and removal of the equipment that Tenant installs inthe shaft space and Tenant’s insurance in respect of the Premises shall include coverage for any losses incurred in connection with such installation, use, operation,maintenance and removal. Upon the expiration of the Term, all of such fixtures and equipment installed in the shaft space by Tenant shall be removed by Tenant atits sole cost and expense. (b) Tenant shall have the right, at Tenant’s sole cost and expense, to contract for telecommunications service from any reputablecarrier which serves the area, subject to Landlord’s reasonable consent (which consent may include, without limitation, the condition that such service providerenter into a license agreement with Landlord which is reasonably satisfactory to Landlord), and Landlord shall reasonably cooperate with Tenant and any suchservice provider to whom Landlord consents in connection therewith (including, without limitation, by providing to any such service provider reasonable access tothe Building and reasonably direct routes of travel within the Building), without out-of-pocket cost, expense or liability to Landlord. Landlord shall not chargeTenant for any service provider’s entry into the Building or use of shaft space. Subject to the terms of this Lease, any cable or satellite television company withwhom Tenant contracts in accordance with the provisions of this Section 4.09(b) may provide television services to all floors of the Premises. (c) Landlord shall not be responsible for any delays occasioned by failure of a telecommunications company to furnish any suchservices. - 63 -  ARTICLE 5 Assignment and Subletting 5.01 Assignment; Etc. (a) Subject to the further provisions of this Article 5 , neither this Lease nor the term and estate hereby granted,nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law orotherwise, and neither the Premises, nor any part thereof, shall be subleased, be licensed, be used or occupied by any person or entity other than Tenant or beencumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or anypart of the Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord. Notwithstanding any provision of this Article 5 to thecontrary, but subject nevertheless to the provisions of Sections 5.01(b) and (c) below, in no event shall Tenant be entitled to sublease any portion of the Premises orassign this Lease or license any of Tenant’s rights hereunder (other than to Affiliates of Tenant) prior to the earlier of (i) the date upon which initial leases havebeen entered into for 92.5% of the space in the Building and (ii) the date that is 18 months after the Rent Commencement Date (the “ Initial Lease-Up Restriction”); provided, that (1) the Initial Lease-Up Restriction shall only apply to the extent Landlord then has available or reasonably expects within the next 4 months tohave available, comparable space in the Building for a comparable term and (2) the Initial Lease-Up Restriction shall not apply to an Excluded Sublease (ashereinafter defined). Landlord agrees to endeavor to notify Tenant reasonably promptly after initial leases have been entered into for 92.5% of the space in theBuilding. Except as hereinafter expressly provided, the dissolution or direct or indirect transfer of control of Tenant (however accomplished including, by way ofexample, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses ofTenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this Leaseregardless of whether the transfer is made by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transferor afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s obligations under this Lease shall bedeemed an assignment of this Lease. No assignment or other transfer of this Lease and the term and estate hereby granted, and no subletting of all or any portion ofthe Premises shall relieve Tenant of its liability under this Lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer orsubletting. Any attempt to assign this Lease or sublet all or any portion of the Premises in violation of this Article 5 shall be null and void. Notwithstandinganything to the contrary contained in this Section 5.01(a) , the direct or indirect transfer of shares or other equity interests in Tenant shall not constitute anassignment of this Lease and shall not require Landlord’s consent if accomplished through a recognized stock exchange or through the public “over-the-counter”securities market. (b) Notwithstanding Section 5.01(a) , without the consent of Landlord or application of the Initial Lease-Up Restriction or Section5.05 , this Lease may be assigned to (i) an entity created by merger, reorganization or recapitalization of or with Tenant or (ii) a purchaser of all or substantially allof Tenant’s membership interests, stock or assets; provided , in the case of both clause (i) and clause (ii) , that (A) Landlord shall have received a notice of suchassignment from Tenant, (B) the assignee assumes by written instrument satisfactory to Landlord all of Tenant’s obligations under this Lease, (C) such assignmentis for a valid business purpose and not to avoid any obligations under this Lease, and (D) the assignee is a reputable entity of good character and, immediately aftergiving effect to such assignment, shall have an aggregate net worth (computed in accordance with GAAP) at least equal to $300,000,000.00. - 64 -  (c) Notwithstanding Section 5.01(a) , without the consent of Landlord or application of the Initial Lease-Up Restriction or Section5.05 , Tenant may assign this Lease or sublet all or any part of the Premises to an Affiliate of Tenant; provided , that (i) Landlord shall have received a notice ofsuch assignment or sublease from Tenant; and (ii) in the case of any such assignment, (A) the assignment is for a valid business purpose and not to avoid anyobligations under this Lease, and (B) the assignee assumes by written instrument satisfactory to Landlord all of Tenant’s obligations under this Lease. “ Affiliate ”means, as to any designated person or entity, any other person or entity which controls, is controlled by, or is under common control with, such designated personor entity. “ Control ” (and with correlative meaning, “controlled by” and “under common control with”) means ownership or voting control, directly or indirectly,of 35% or more of the voting stock, partnership interests or other beneficial ownership interests of the entity in question. (d) Tenant may from time to time, subject to all of the provisions of this Lease but without the consent of Landlord or applicationof the Initial Lease-Up Restriction, permit portions of the Premises to be used or occupied under so-called “desk sharing” arrangements by a Desk Space User;provided, that (i) any such use or occupancy of desk or office space shall be without the installation of demising walls separating such desk or office space, anyseparate entrance or any signage identifying such Desk Space User, (ii) at any time during the Term, the aggregate of the rentable square footage then used byDesk Space Users pursuant to this Section 5.01(d) shall not exceed 10% of the rentable square feet of the Premises, (iii) each Desk Space User shall use thePremises in accordance with all of the provisions of this Lease, and only for the use expressly permitted pursuant to this Lease, (iv) in no event shall the use of anyportion of the Premises by a Desk Space User create or be deemed to create any right, title or interest of such Desk Space User in any portion of the Premises orthis Lease, (v) any such “desk sharing” arrangement shall terminate automatically upon the termination of this Lease, (vi) Tenant shall receive no rent or otherpayment or consideration for the use or occupancy of any space in the Premises by any Desk Space User in excess of an allocable share of the Rent reservedhereunder, (vii) each Desk Space User shall be engaged in a business or activity which is in keeping with standards of the Building and (viii) any such desk sharingarrangement is for a valid business purpose and not to circumvent the provisions of this Article 5. Upon request of Landlord, Tenant shall advise Landlord of anyDesk Space Users in the Premises, and shall provide (A) a description of the nature and character of the business being conducted in the Premises by such DeskSpace User and (B) the rentable square feet of the Premises occupied by such Desk Space User, together with a copy of the agreement, if any, relating to the use oroccupancy of such portion of the Premises by such Desk Space User. “ Desk Space User ” means a bona fide client, service provider, or other person or entity withwhich Tenant has a significant, ongoing business relationship. - 65 -  5.02 Landlord’s Right of First Offer . (a) If Tenant desires to assign this Lease or sublet all or part of the Premises for all orsubstantially all of the then-remaining Term (other than in accordance with Sections 5.01(b) or (c) or pursuant to an Excluded Sublease), Tenant shall give toLandlord notice (“ Tenant’s Offer Notice ”) thereof, specifying (i) in the case of a proposed subletting, the location of the space to be sublet (including the specificarea to be demised for sublet on any floor of the Premises) and the term of the subletting of such space, (ii) (A) in the case of a proposed assignment, Tenant’sgood faith offer of the consideration Tenant desires to receive or pay for such assignment (including any concessions Tenant desires to offer to the proposedassignee) or (B) in the case of a proposed subletting for all or substantially all of the then-remaining Term, Tenant’s good faith offer of the rent which Tenantdesires to receive for such proposed subletting (including fixed rent, additional rent including proportionate shares, base years and/or base amounts for anyescalation rent to be paid on account of PILOT, Impositions, taxes and operating expenses, electricity charges and other pass-through expenses and the amount ofany work allowance, rent abatement or other tenant inducement, and any other proposed terms required by Landlord to calculate the Net Effective Rental Tenantdesires to receive for such proposed subletting) and (iii) the proposed assignment or sublease commencement date. An “ Excluded Sublease ” means Tenant’s rightto sublease up to one (1) full floor of the Premises at any time in one or more transactions. (b) Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, atLandlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Premises for all or substantially all of the then-remaining Term), (ii) terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Premises or a sublease of aportion of the Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Premises, in either case, for substantiallyall of the then-remaining Term), or (iii) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease ofpart of the Premises for all or substantially all of the then-remaining Term). Said option may be exercised by Landlord by notice to Tenant within 30 days after aTenant’s Offer Notice, together with all information required pursuant to Section 5.02(a) , has been given by Tenant to Landlord. For the purposes of this Section5.02 “substantially all of the then-remaining Term” shall mean that the term of the proposed subletting shall expire within the last twelve (12) months of the thenTerm. (c) If Landlord exercises its option under Section 5.02(b)(ii) to terminate this Lease, then this Lease shall terminate on the later of(i) the date that is 60 days after Landlord’s receipt of the applicable Tenant’s Offer Notice and (ii) the proposed assignment or sublease commencement datespecified in the applicable Tenant’s Offer Notice, and all Rent shall be paid and apportioned to such termination date. (d) If Landlord exercises its option under Section 5.02(b)(iii) to terminate this Lease with respect to the space covered by aproposed sublease for all or substantially all of the then-remaining Term, then (i) this Lease shall terminate with respect to such part of the Premises on the later of(x) the date that is 60 days after Landlord’s receipt of the applicable Tenant’s Offer Notice and (y) the proposed sublease commencement date specified in theapplicable Tenant’s Offer Notice; (ii) from and after such termination date the Rent shall be adjusted, based upon the proportion that the rentable area of thePremises remaining bears to the total rentable area of the Premises prior to such termination and (iii) Tenant shall pay to Landlord, within 30 days after demandand completion, the reasonable costs incurred by Landlord in demising separately such part of the Premises and in complying with any Laws relating to suchdemise. - 66 -  (e) If Landlord exercises its option under Section 5.02(b)(i) to sublet the space Tenant desires to sublet, such sublease to Landlordor its designee (as sublessee) shall be in form and substance reasonably satisfactory to Landlord at the lower of (i) the rental rate per rentable square foot of FixedRent and Additional Charges then payable pursuant to this Lease or (ii) the rental rate per rentable square foot set forth in the applicable Tenant’s Offer Notice withrespect to such sublet space, and shall be for the term set forth in the applicable Tenant’s Offer Notice (except that such term shall commence on the date that is 60days after Landlord’s receipt of the applicable Tenant’s Offer Notice if such date is later than the proposed commencement date set forth in such Tenant’s OfferNotice), and: (A) shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable,and except as otherwise expressly set forth to the contrary in this Section 5.02(e) ; (B) shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice(including all rent abatements and other tenant inducements set forth therein) and otherwise on the terms and conditions of this Lease, exceptsuch as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 5.02(e) ; (C) shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein orto sublet all or any part of the space covered by such sublease and to make any and all alterations and improvements in the space covered bysuch sublease; provided, that (1) Tenant shall have no removal, restoration or repair obligations under Section 4.03 hereof with respect to suchalterations and improvements in such space made by such sublessee and (2) the sublessee shall be subject to such restoration obligations as areset forth in the applicable Tenant’s Offer Notice; (D) shall provide that any assignee or further sublessee of Landlord or its designee may, at the election ofLandlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or inpart, by such assignee or sublessee, at its option, prior to or upon the expiration or other termination of such sublease, provided that (1) suchassignee or sublessee, at its expense, shall repair any damage caused by such removal, (2) Tenant shall have no removal, restoration or repairobligations under Section 4.03 hereof with respect to such alterations, decorations and installations in such space made by such assignee orsublessee and (3) Landlord or its designee shall remain subject to such restoration obligations as are set forth in the applicable Tenant’s OfferNotice; and - 67 -  (E) shall provide that (1) the parties to such sublease expressly negate any intention that any estate created undersuch sublease be merged with any other estate held by either of said parties, (2) any assignment or subletting by Landlord or its designee (as thesublessee) may be for any purpose or purposes that Landlord shall deem appropriate, (3) Landlord, at Tenant’s expense, may make suchalterations as may be required or deemed necessary by Landlord to demise separately the subleased space and to comply with any Laws relatingto such demise, and (4) at the expiration of the term of such sublease, Tenant shall accept the space covered by such sublease in its then existingcondition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve such space in good order andcondition and to such restoration obligations as are set forth to be imposed on such sublessee in the applicable Tenant’s Offer Notice. If Landlordis unable to give Tenant possession of the space covered by such sublease at the expiration of the term of the sublease by reason of the holdingover or retention of possession of any tenant or other occupant through Landlord, then, provided Tenant otherwise has surrendered the balance ofthe Premises to Landlord as required under this Lease, Tenant shall be deemed to have delivered possession of the Premises to Landlord uponthe Expiration Date and shall not be deemed a holdover under this Lease. If Landlord shall enter into a sublease pursuant to its option under Section 5.02(b)(i) , Tenant shall be released from all obligations and liabilitiesunder this Lease to the extent pertaining to the space subleased by Landlord that accrue from and after the commencement date of such subleasethrough the expiration date or earlier termination date of such sublease to the extent, and only to the extent, Landlord is obligated to performsuch obligations or Landlord has assumed such liabilities, as the case may be, pursuant to the terms of such sublease to Landlord. (f) In the case of a proposed sublease, Tenant shall not sublet any space to a third party (i) at a Net Effective Rental which is less(on a per rentable square foot basis) than 90% of the Net Effective Rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice with respect tosuch space or (ii) on terms which include different proportionate shares, base years and/or base amounts for any escalation rent or (iii) for a term commencing laterthan 9 months after the date of the proposed commencement date set forth in Tenant’s Offer Notice, without, in any such case, complying once again with all of theprovisions of this Section 5.02 and re-offering such space to Landlord at such lower rental or on such terms. In the case of a proposed assignment, Tenant shall notassign this Lease to a third party (i) on economic terms (including any consideration paid or received by Tenant and any concessions granted by Tenant) that differ,on a net effective basis, by more than 10% from the economic terms (including any consideration paid or received by Tenant and any concessions granted byTenant) specified in Tenant’s Offer Notice or (ii) on terms including an effective date occurring later than 9 months after the date of the proposed effective date setforth in Tenant’s Offer Notice, without, in either case, complying once again with all of the provisions of this Section 5.02 and re-offering to assign this Lease toLandlord on such terms. “ Net Effective Rental ” means, with respect to any desired or actual sublease, one year’s worth of the amortized cash flow which wouldbe derived from such sublease, determined by spreading the Net Present Rent Value of such sublease ratably on a monthly basis over the term of such desired oractual sublease using the Interest Rate in effect as of the date of Tenant’s Offer Notice. “ Net Present Rent Value ” means, with respect to any such sublease, thenet present value, determined as of the desired or actual commencement date of such desired or actual sublease, using a discount rate of the Interest Rate in effectas of the date of Tenant’s Offer Notice, of the aggregate of all rent and additional rent (other than any escalation rent calculated by determining increases over abase year or base amount, which shall be addressed pursuant to clause (ii) above of this Section 5.02(f) ) payable to Tenant under the desired or actual sublease,discounted from the date that any such payment would have been made under such desired or actual sublease to the commencement date of such desired or actualsublease, after deducting therefrom the amount of all tenant inducements (such as, by way of example only, direct payments, work allowances, work letters andrent abatements) that are (or will be) granted to the subtenant thereunder, discounted from the date that such tenant inducements were to have been given to thecommencement date of such desired or actual sublease. - 68 -  (g) If Landlord does not timely exercise any of Landlord’s options under this Section 5.02 , and if Tenant has not within 270 daysafter the giving of the applicable Tenant’s Offer Notice entered into a binding agreement to sublease or assign (which sublease or assignment shall be conditionedupon Landlord’s consent thereto), then Tenant shall not sublet any space to a third party or assign this Lease to a third party (other than pursuant to Sections5.01(b) or (c) ) without complying once again with all of the provisions of this Section 5.02 and re-offering such space to Landlord. 5.03 Assignment and Subletting Procedures . (a) If (x) Tenant delivers to Landlord a Tenant’s Offer Notice with respect to anyproposed assignment of this Lease or subletting of all or part of the Premises and Landlord does not timely exercise any of its options under Section 5.02 , andTenant thereafter desires to assign this Lease or sublet the space specified in Tenant’s Offer Notice or (y) Tenant desires to enter into an Excluded Sublease, Tenantshall notify Landlord (a “ Transfer Notice ”) of such desire, which notice shall be accompanied by (i) a copy of the proposed general form of assignment orsublease and all related agreements, or an agreed term sheet which does not have to be signed by Tenant and the proposed subtenant or assignee, (ii) a statementsetting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Premises, (iii) currentfinancial information with respect to the proposed assignee or subtenant, including without limitation, its most recent financial statements and (iv) such otherinformation as Landlord may reasonably request, and Landlord’s consent to the proposed assignment or sublease shall not be unreasonably withheld or delayed,provided that: (i) In Landlord’s reasonable judgment the proposed assignee or subtenant will use the Premises in a manner that (A) is inkeeping with the then standards of the Building, (B) is limited to the use expressly permitted under this Lease, and (C) will not violate any negativecovenant as to a particular use contained in any other lease of space in the Building notice of which has been previously delivered to Tenant (and providedthat general office uses may not be so prohibited). (ii) The proposed assignee or subtenant is, in Landlord’s judgment, a reputable person or entity with sufficient financialworth considering the responsibility involved. - 69 -  (iii) To the extent Landlord then has available or reasonably expects within the next 5 months to have available,comparable space in the Building for a comparable term, neither the proposed assignee or sublessee, nor any affiliate of such assignee or sublessee, is thena tenant or occupant of any part of the Building, provided, that this clause (iii) shall not apply to an Excluded Sublease. (iv) To the extent Landlord then has available or reasonably expects within the next 5 months to have available,comparable space in the Building for a comparable term, the proposed assignee or sublessee is not a person with whom Landlord is then negotiating orhas within the prior 6 months negotiated to lease space in the Building, provided, that this clause (iv) shall not apply to an Excluded Sublease. (v) There shall not be more than (A) 4 occupants (including Tenant) on each full floor of the Premises, or more than onesubtenant on any partial floor included in the Premises and (B) 6 occupants in the entire Premises. (vi) Tenant shall reimburse Landlord within 30 days after demand for any reasonable costs incurred by Landlord inconnection with said assignment or sublease, including, without limitation, the costs of making investigations as to the acceptability of the proposedassignee or subtenant, and legal costs incurred in connection with the granting of any requested consent. (b) Landlord shall, within 30 days following receipt of a Transfer Notice from Tenant, advise Tenant of Landlord’s approval ordisapproval of such proposed assignment or sublease. If Landlord shall fail to approve or disapprove such proposed assignment or sublease within such 30 dayperiod, Tenant may give to Landlord a notice of such failure which shall contain a legend in not less than 14 point font bold upper case letters as follows: “FAILURE TO APPROVE OR DISAPPROVE THE PROPOSED [ASSIGNMENT/SUBLEASE] WITHIN 5 BUSINESS DAYS SHALL RESULT INLANDLORD’S DEEMED APPROVAL OF SUCH [ASSIGNMENT/SUBLEASE] ”, and, if Landlord shall fail to approve or disapprove such proposedassignment or sublease within such 5 Business Day period, Landlord shall be deemed to have consented to the assignment or sublease in question. If Landlordconsents to a proposed assignment or sublease and Tenant fails to execute and deliver the assignment or sublease to which Landlord consented within 90 days afterthe giving of such consent, then Tenant shall again comply with this Article 5 before assigning this Lease or subletting all or part of the Premises. 5.04 General Provisions . (a) If this Lease is assigned, whether or not in violation of this Lease, Landlord may collect rent from theassignee. If the Premises or any part thereof are sublet or occupied by anybody other than Tenant, whether or not in violation of this Lease, Landlord may, afterdefault by Tenant, and expiration of Tenant’s time to cure such default, collect rent from the subtenant or occupant. In either event, Landlord may apply the netamount collected against Rent, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any of the provisions of Section 5.01(a) ,or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance of Tenant’s obligations under this Lease. - 70 -  (b) No assignment or transfer shall be effective until the assignee delivers to Landlord an agreement in form and substancesatisfactory to Landlord whereby the assignee assumes Tenant’s obligations under this Lease effective as of the date of such assignment. Prior to the effective dateof such assignment, the assignee shall deliver to Landlord evidence that the assignee, as Tenant hereunder, has complied with the requirements of Sections 7.02and 7.03 . (c) Notwithstanding any assignment or transfer, whether or not in violation of this Lease, and notwithstanding the acceptance ofany Rent by Landlord from an assignee, transferee, or any other party, the original named Tenant and each successor Tenant shall remain fully liable for thepayment of the Rent and the performance of all of Tenant’s other obligations under this Lease. The joint and several liability of Tenant and any immediate orremote successor in interest of Tenant shall not be discharged, released or impaired in any respect by any agreement made by Landlord extending the time toperform, or otherwise modifying, any of the obligations of Tenant under this Lease, or by any waiver or failure of Landlord to enforce any of the obligations ofTenant under this Lease; provided, that in the case of any modification of this Lease made after the date of an assignment or transfer (other than pursuant to Section5.01(b) or Section 5.01(c) ), if such modification increases or enlarges the obligations of Tenant, other than to a de minimis extent, then any prior Tenant under thisLease shall not be liable under or bound by such increase or enlargement to which it has not consented (but shall continue to be liable under this Lease as thoughsuch modification were never made). (d) Each subletting by Tenant shall be subject to the following: (i) No subletting shall be for a term (including any renewal or extension options contained in the sublease) ending laterthan one day prior to the Expiration Date. (ii) No sublease shall be valid, and no subtenant shall take possession of the Premises or any part thereof, until there hasbeen delivered to Landlord, both (A) an executed counterpart of such sublease, and (B) a certificate of insurance evidencing that (x) Landlord is anadditional insured under the insurance policies required to be maintained by occupants of the Premises pursuant to Section 7.02 , and (y) there is in fullforce and effect, the insurance otherwise required by Sections 7.02 and 7.03 . (iii) Subject to Section 5.06 , each sublease shall provide that it is subject and subordinate to this Lease, and that in theevent of termination, reentry or dispossess by Landlord under this Lease, Landlord may, at its option, take over all of the right, title and interest of Tenant,as sublessor, under such sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of suchsublease, except that Landlord shall not be liable for, subject to or bound by any item or matter of the type that a Successor Landlord is not so liable for,subject to or bound by in the case of an attornment by Tenant to a Successor Landlord under Section 6.01(a) . - 71 -  (e) Each sublease shall provide that the subtenant may not assign its rights thereunder or further sublet the space demised underthe sublease, in whole or in part, without Landlord’s consent and without complying with all of the terms and conditions of this Article 5 , including, withoutlimitation, Section 5.04 , which for purposes of this Section 5.04(e) shall be deemed to be appropriately modified to take into account that the transaction inquestion is an assignment of the sublease or a further subletting of the space demised under the sublease, as the case may be. Notwithstanding the foregoing, anydirect subtenant of Tenant (but not an indirect subtenant of Tenant (i.e., a subtenant of a subtenant)) subleasing at least 50% of the rentable square footage of anyfloor of the Premises shall be permitted to further sublease the portion of the Premises sublet by such subtenant, in whole or in part, or to assign its sublease, underthe same terms and conditions as Tenant would be subject to under this Lease, except that the rights granted to Tenant under Section 5.06 shall not be available toany subtenant. (f) Tenant shall not publicly advertise the availability of the Premises or any portion thereof as sublet space or by way of anassignment of this Lease, without first obtaining Landlord’s consent (but Tenant may list with reputable brokers or include in trade or industry computerized listingservices the Premises without Landlord’s approval), which consent shall not be unreasonably withheld or delayed provided that Tenant shall in no event advertise aproposed rental rate for all or any portion of the Premises or any description of such a rental rate. 5.05 Assignment and Sublease Profits . (a) If the aggregate of the amounts payable as fixed rent and as additional rent on account ofPILOT, Additional Tax Payments, Impositions, Taxes, Operating Expenses and electricity by a subtenant under a sublease of any part of the Premises (excluding asublease made pursuant to Sections 5.01(c) ) and the amount of any Other Sublease Consideration payable to Tenant by such subtenant, whether received in alump-sum payment or otherwise, shall be in excess of Tenant’s Basic Cost therefor at that time then, promptly after the collection thereof, Tenant shall pay toLandlord in monthly installments as and when collected, as Additional Charges, 50% of such excess. Tenant shall deliver to Landlord within 60 days after the endof each calendar year and within 60 days after the expiration or earlier termination of this Lease a statement specifying each sublease in effect during such calendaryear or partial calendar year, the rentable area demised thereby, the term thereof and a computation in reasonable detail showing the calculation of the amountspaid and payable by the subtenant to Tenant, and by Tenant to Landlord, with respect to such sublease for the period covered by such statement. “ Tenant’s BasicCost ” for sublet space at any time means the sum of (i) the portion of the Fixed Rent and Recurring Additional Charges which is attributable to the sublet space,plus (ii) the amount payable by Tenant on account of electricity in respect of the sublet space, plus (iii) the amount of any costs reasonably incurred by Tenant inmaking changes in the layout and finish of the sublet space for the subtenant and any work allowance granted by Tenant to the subtenant, plus (iv) the amount ofany actual reasonable brokerage commissions (it being agreed that 150% of one full standard commission on a sublease transaction involving co-brokers is areasonable commission) and reasonable legal fees or any other marketing costs associated with subleasing the space paid by Tenant in connection with thesublease. “ Other Sublease Considerations ” means all sums paid for the furnishing of services by Tenant and the sale or rental of Tenant’s fixtures, leaseholdimprovements, equipment, furniture or other personal property (excluding any of the same which were part of Tenant’s Initial Work) less, in the case of the salethereof, the then net unamortized or undepreciated cost thereof, amortized or depreciated in accordance with GAAP. - 72 -  (b) Upon any assignment of this Lease (other than an assignment made pursuant to Sections 5.01(b) or (c) ), Tenant shall pay toLandlord 50% of the Assignment Consideration received by Tenant for such assignment, after deducting therefrom customary and reasonable closing expenses. “Assignment Consideration ” means an amount equal to all sums and other considerations paid to Tenant by the assignee for or by reason of such assignment(including, without limitation, sums paid for the furnishing of services by Tenant and the sale or rental of Tenant’s fixtures, leasehold improvements, equipment,furniture, furnishings or other personal property (excluding any of the same which were part of Tenant’s Initial Work), less, in the case of a sale thereof, the thennet unamortized or undepreciated cost thereof, amortized or depreciated in accordance with GAAP). (c) At Landlord’s option, exercisable by written notice to Tenant at any time, the provisions of Section 5.05(a) and Section5.05(b) shall be automatically null and void. 5.06 Eligible Subtenant; Non-Disturbance . (a) Landlord shall, within 30 days after Tenant’s written request (which request shall beaccompanied by a fully executed counterpart of the Eligible Sublease and such other information and certifications as Landlord may reasonably request in order todetermine that the conditions of this Section 5.06 have been satisfied), deliver to Tenant and the subtenant under the Eligible Sublease (the “ Eligible Subtenant ”) anon-disturbance agreement substantially in the form attached hereto as Exhibit V (a “ Landlord’s Non-Disturbance Agreement ”). Following the subtenant’sexecution and delivery of the Landlord’s Non-Disturbance Agreement, Landlord shall promptly execute and deliver a counterpart to the subtenant. Landlord’sactual reasonable out-of-pocket costs and expenses in connection with the foregoing (including, without limitation, reasonable attorney’s fees) shall be paid byTenant within 30 days after receipt of an invoice therefor. (b) As used herein, “ Eligible Sublease ” shall mean a direct sublease which (A) is between Tenant and a subtenant whichis not an affiliate of Tenant, and, as of the execution of the Eligible Sublease, has a net worth, computed in accordance with GAAP, equal to or greater than 30times the sum of the annual Fixed Rent then payable hereunder and all of the Additional Charges payable for the preceding calendar year, in each case, allocable tothe portion of the Premises that is the subject of the Eligible Sublease (without giving effect to any free rent or rent abatement), (B) demises at least one full floorof the Building that is part of the Premises (x) of contiguous space beginning with (and which must include) the highest or lowest full floor of the Premises, (C) if aLandlord Non-Disturbance Agreement has theretofore been delivered by Landlord with respect to an Eligible Sublease which is then in effect, (x) demises at leastone (1) or more full floors of the Premises which are contiguous to the floors demised pursuant to such existing Eligible Sublease and (y) has a stated expirationdate which is the same day as such existing Eligible Sublease and (D) has an initial sublease term (i.e., not including any renewals) of at least 5 years (or, if lessthan 5 years remain in the Term, the remaining balance of the Term less one day). Notwithstanding anything to the contrary herein contained, it is understood and agreed that Landlord shall have no obligation to deliver a Landlord’s Non-Disturbance Agreement during the continuance of any default which continues beyond applicable notice and cure periods. - 73 -  5.07 Disputes . Any dispute between Landlord and Tenant arising under this Article 5 shall be resolved by arbitration conducted inaccordance with the provisions of Section 8.09 . ARTICLE 6 Subordination; Default; Indemnity 6.01 Subordination . (a) Subject to the provisions of Section 6.01(c) , this Lease is subject and subordinate to each mortgage (a “Superior Mortgage ”) and each underlying lease (a “ Superior Lease ”) which may now or hereafter affect all or any portion of the Project or any interest thereinand to each document or instrument to which any such Superior Mortgage or Superior Lease is subordinate. The lessor under a Superior Lease is called a “Superior Lessor ” and the mortgagee under a Superior Mortgage is called a “ Superior Mortgagee ”. Tenant shall execute, acknowledge and deliver anycommercially reasonable instrument reasonably requested by Landlord, a Superior Lessor or Superior Mortgagee to evidence such subordination, but no suchinstrument shall be necessary to make such subordination effective (provided, that such instrument shall not violate the conditions described in clauses (i) through(iv) of the immediately succeeding sentence). Tenant shall execute any amendment of this Lease requested by a Superior Mortgagee or a Superior Lessor, providedsuch amendment shall not (i) reduce or extend the Term, (ii) increase the Rent, (iii) reduce the area of the Premises, or (iv) other than to a de minimis extent,increase Tenant’s obligations or decrease Tenant’s rights under this Lease. In the event of the enforcement by a Superior Mortgagee of the remedies provided forby law or by such Superior Mortgage, or in the event of the termination or expiration of a Superior Lease, Tenant, upon request of such Superior Mortgagee,Superior Lessor or any person succeeding to the interest of such mortgagee or lessor (each, a “ Successor Landlord ”), shall automatically become the tenant ofsuch Successor Landlord without change in the terms or provisions of this Lease (it being understood that Tenant shall, if requested, enter into a new lease on termsidentical to those in this Lease); provided , that any Successor Landlord shall not be (i) liable for any act, omission or default of any prior landlord (including,without limitation, Landlord), except to the extent that any such non-monetary default of an obligation of Landlord under this Lease continues after the date thatSuccessor Landlord succeeds to Landlord’s interest in the Project and Successor Landlord has been given written notice and a reasonable opportunity to cure same;(ii) liable for the return of any moneys paid to or on deposit with any prior landlord (including, without limitation, Landlord), except to the extent such moneys ordeposits are delivered to such Successor Landlord; (iii) subject to any offset, claims or defense that Tenant might have against any prior landlord (including,without limitation, Landlord); (iv) bound by any Rent which Tenant might have paid for more than the current month to any prior landlord (including, withoutlimitation, Landlord); (v) bound by any covenant to perform or complete any construction in connection with the Project or the Premises or to pay any sums toTenant in connection therewith; (vi) bound by any obligation to make any payment to Tenant; or (vii) bound by any waiver or forbearance under, or anyamendment, modification, abridgment, cancellation or surrender of, this Lease made without the consent of such Successor Landlord. Upon request by suchSuccessor Landlord, Tenant shall execute and deliver an instrument or instruments, reasonably requested by such Successor Landlord (at no out-of-pocket cost toTenant other than any legal fees Tenant may incur in connection therewith), confirming the attornment provided for herein, but no such instrument shall benecessary to make such attornment effective. - 74 -  (b) Tenant shall give each Superior Mortgagee and each Superior Lessor a copy of any notice of default served upon Landlord,provided that Tenant has been notified of the address of such mortgagee or lessor. If Landlord fails to cure any default as to which Tenant is obligated to givenotice pursuant to the preceding sentence within the time provided for in this Lease, then each such mortgagee or lessor shall have an additional 30 days afterreceipt of such notice within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary if, withinsuch 30 days, any such mortgagee or lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including, without limitation,commencement of foreclosure proceedings or eviction proceedings, if necessary to effect such cure), in which event this Lease shall not be terminated and Tenantshall not exercise any other rights or remedies under this Lease or otherwise while such remedies are being so diligently pursued. Nothing herein shall be deemedto imply that Tenant has any right to terminate this Lease or any other right or remedy, except as may be otherwise expressly provided for in this Lease.Notwithstanding the foregoing, to the extent that any of the provisions of this Section 6.01(b) are inconsistent with or contradictory to any term or provision of anSNDA Tenant shall have entered into with any Superior Mortgagee or Superior Lessor, the terms and provisions of such SNDA shall govern with respect to suchSuperior Mortgagee or Superior Lessor. (c) Notwithstanding the provisions of Section 6.01(a) , (i) Tenant’s obligation to subordinate its interest in this Lease to any futureSuperior Mortgage is expressly conditioned upon Tenant’s receipt from the Superior Mortgagee of a subordination, non-disturbance and attornment agreementsubstantially in the form annexed hereto as Exhibit M-1 or, with respect to a Superior Mortgage in favor of the IDA or otherwise in connection with financingrelating to the PILOT Agreement, substantially in the form annexed hereto as Exhibit M-3 and (ii) Tenant’s obligation to subordinate its interest in this Lease toany future Superior Lease is expressly conditioned upon Tenant’s receipt from the Superior Lessor of a recognition, non-disturbance and attornment agreementsubstantially in the form annexed hereto as Exhibit M-2 or, with respect to a Superior Lease with the IDA or otherwise in connection with financing relating to thePILOT Agreement, substantially in the form annexed hereto as Exhibit M-3 (any such agreement with a Superior Mortgagee or a Superior Lessor substantially inthe form annexed hereto as Exhibit M-1 , Exhibit M-2 or Exhibit M-3 , as applicable, an “ SNDA ”). If such Superior Mortgagee or Superior Lessor executes anddelivers an SNDA, and Tenant either fails or refuses to execute and deliver such SNDA within 10 Business Days following Landlord’s delivery of such SNDA,this Lease shall be subject and subordinate to such Superior Mortgage or Superior Lease and Landlord shall have no further obligation to obtain an SNDA fromsuch Superior Mortgagee or Superior Lessor. (d) Landlord represents to Tenant that, as of the date of this Lease, there are no Superior Mortgages or Superior Leases affectingthe Project except for Superior Mortgages and Superior Leases in connection with a financing arrangement with the IDA. - 75 -  6.02 Estoppel Certificate . Each party shall, at any time and from time to time, within 10 Business Days after request by the other party,execute and deliver to the requesting party (or to such person or entity as the requesting party may designate) a statement certifying that this Lease is unmodifiedand in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), certifying thePossession Date, the Rent Commencement Date, Expiration Date, the rentable square footage of each floor and each partial floor of the Premises as determined inaccordance with Article 1 of this Lease, and the dates to which the Fixed Rent and Additional Charges have been paid and stating whether or not, to the actualknowledge of the party signing such statement, the other party is in default in performance of any of its obligations under this Lease, and, if so, specifying eachsuch default of which such party has knowledge, it being intended that any such statement shall be deemed a representation and warranty to be relied upon by theparty to whom such statement is addressed. Each party also shall include or confirm in any such statement such other information concerning this Lease as theother party may reasonably request. 6.03 Default . This Lease and the term and estate hereby granted are subject to the limitation that: (a) if Tenant defaults in the payment of any Rent, and such default continues for (i) with respect to Fixed Rent and/or AdditionalTax Payments, Impositions Payments, Operating Payments and either PILOT Payments or Tax Payments, as applicable, 5 Business Days after Landlord gives toTenant a notice specifying such default or (ii) with respect to Additional Charges other than those described in clause (i) above, 10 Business Days after Landlordgives to Tenant a notice specifying such default, or (b) if Tenant defaults in the keeping, observance or performance of any covenant or agreement contained in this Lease (other thana default of the character referred to in Sections 6.03(a) , (c) , (d) , or (e) ), and if such default continues and is not cured within 30 days after Landlord gives toTenant a notice specifying the same, or, in the case of a default which for causes beyond Tenant’s reasonable control cannot with due diligence be cured withinsuch period of 30 days, if Tenant shall not during such period, (i) advise Landlord of Tenant’s intention duly to institute all steps necessary to cure such default and(ii) institute and thereafter diligently prosecute to completion all steps necessary to cure the same, or (c) if this Lease or the estate hereby granted would, by operation of law or otherwise, devolve upon or pass to any person or entityother than Tenant, except as expressly permitted by Article 5 , or (d) if Tenant shall abandon the Premises (and the fact that any of Tenant’s Property remains in the Premises shall not be evidencethat Tenant has not abandoned the Premises), or (e) if a default shall occur and have been cured, and if a similar default shall occur and have been cured, then if a third similardefault shall occur within 365 days after the occurrence of the first such default, whether or not such third default is cured within the applicable grace period, or (f) if Tenant fails to deliver to Landlord the Letter of Credit within 30 days of the date of this Lease in accordance with Section2.11(a) , - 76 -  then, in any of such cases, in addition to any other remedies available to Landlord at law or in equity, Landlord shall be entitled to give to Tenant a notice ofintention to terminate this Lease at the expiration of 5 Business Days from the date of the giving of such notice, and, in the event such notice is given, this Leaseand the term and estate hereby granted shall terminate upon the expiration of such 5 Business Days with the same effect as if the last of such 5 Business Days werethe Expiration Date, but Tenant shall remain liable for damages as provided herein or pursuant to law. Landlord agrees that any notice of default required to bedelivered under clauses (a) and (b) above shall (i) specify the applicable default and (ii) if monetary in nature, specify the amount required to be paid to cure suchdefault. 6.04 Re-entry by Landlord . If Tenant defaults in the payment of any Rent and such default continues for 5 Business Days following noticefrom Landlord specifying such default, or if this Lease shall terminate as in Section 6.03 provided, Landlord or Landlord’s agents may immediately or at any timethereafter re-enter into or upon the Premises, or any part thereof, either by summary dispossess proceedings or by any suitable action or proceeding at law, withoutbeing liable to indictment, prosecution or damages therefor, and may repossess the same, and may remove any persons therefrom, to the end that Landlord mayhave, hold and enjoy the Premises. The words “re-enter” and “re-entering” as used in this Lease are not restricted to their technical legal meanings. Upon suchtermination or re-entry, Tenant shall pay to Landlord any Rent then due and owing (in addition to any damages payable under Section 6.05 ). 6.05 Damages . If this Lease is terminated under Section 6.03 , or if Landlord re-enters the Premises under Section 6.04 , Tenant shall pay toLandlord as damages, at the election of Landlord, either: (a) a sum which, at the time of such termination, represents the then value of the excess, if any, of (1) the aggregate of the Rentwhich, had this Lease not terminated, would have been payable hereunder by Tenant for the period commencing on the day following the date of such terminationor re-entry to and including the Expiration Date over (2) the aggregate fair rental value of the Premises for the same period (for the purposes of this clause (a) theamount of Recurring Additional Charges shall, for each calendar year ending after such termination or re-entry, be deemed to be an amount equal to the amount ofRecurring Additional Charges payable by Tenant for the calendar year immediately preceding the calendar year in which such termination or re-entry shall occur),or (b) sums equal to the Rent that would have been payable by Tenant through and including the Expiration Date had this Lease notterminated or had Landlord not re-entered the Premises, payable upon the due dates therefor specified in this Lease; provided , that if Landlord shall relet all or anypart of the Premises for all or any part of the period commencing on the day following the date of such termination or re-entry to and including the Expiration Date,Landlord shall credit Tenant with the net rents received by Landlord from such reletting, such net rents to be determined by first deducting from the gross rents asand when received by Landlord from such reletting the expenses incurred or paid by Landlord in terminating this Lease and of re-entering the Premises and ofsecuring possession thereof, as well as the expenses of reletting, including, without limitation, altering and preparing the Premises for new tenants, brokers’commissions, and all other expenses properly chargeable against the Premises and the rental therefrom in connection with such reletting, it being understood thatany such reletting may be for a period equal to or shorter or longer than said period; provided , further , that (i) in no event shall Tenant be entitled to receive anyexcess of such net rents over the sums payable by Tenant to Landlord under this Lease, (ii) in no event shall Tenant be entitled, in any suit for the collection ofdamages pursuant to this Section 6.05(b) , to a credit in respect of any net rents from a reletting except to the extent that such net rents are actually received byLandlord on account of any period that is the subject of such suit, (iii) if the Premises or any part thereof should be relet in combination with other space, thenproper apportionment on a square foot rentable area basis shall be made of the rent received from such reletting and of the expenses of reletting, and (iv) Landlordshall have no obligation to so relet the Premises and Tenant hereby waives any right Tenant may have, at law or in equity, to require Landlord to so relet thePremises. - 77 -  Suit or suits for the recovery of any damages payable hereunder by Tenant, or any installments thereof, may be brought by Landlord from time to time at itselection, and nothing contained herein shall require Landlord to postpone suit until the date when the Term would have expired but for such termination or re-entry. 6.06 Other Remedies . (a) Nothing contained in this Lease shall be construed as limiting or precluding the recovery by Landlord againstTenant of any sums or damages to which, in addition to the damages particularly provided above, Landlord may lawfully be entitled by reason of any defaulthereunder on the part of Tenant. Anything in this Lease to the contrary notwithstanding, during the continuation of any default by Tenant, Tenant shall not beentitled to exercise any rights or options, or to receive any funds or proceeds being held, under or pursuant to this Lease. (b) Anything contained in this Lease to the contrary notwithstanding, in no event shall Tenant or Landlord be entitled to claim orrecover any consequential, exemplary or punitive damages from the other in any action arising under this Lease (except as set forth in Section 6.10 ). 6.07 Right to Injunction . In the event of any breach or threatened breach by Tenant or Landlord of any of its obligations under this Lease,the other party shall also have the right of injunction or, subject to the terms of this Lease, to invoke any other right or remedy available at law or in equity. Thespecified remedies to which Landlord may resort hereunder are cumulative and are not intended to be exclusive of any other remedies or means of redress to whichLandlord may lawfully be entitled, and Landlord may invoke any remedy allowed at law or in equity as if specific remedies were not herein provided for. 6.08 Certain Waivers . Tenant waives and surrenders all right and privilege that Tenant might have under or by reason of any present orfuture law to redeem the Premises or to have a continuance of this Lease after Tenant is dispossessed or ejected therefrom by process of law or under the terms ofthis Lease or after any termination of this Lease. Tenant also waives the provisions of any law relating to notice and/or delay in levy of execution in case of anyeviction or dispossession for nonpayment of rent, and the provisions of any successor or other law of like import. Landlord and Tenant each waive trial by jury inany action in connection with this Lease. - 78 -  6.09 No Waiver . Failure by either party to declare any default immediately upon its occurrence or delay in taking any action in connectionwith such default shall not waive such default but such party shall have the right to declare any such default at any time thereafter. Any amounts paid by Tenant toLandlord may be applied by Landlord, in Landlord’s discretion, to any items then owing by Tenant to Landlord under this Lease. Receipt by Landlord of a partialpayment shall not be deemed to be an accord and satisfaction (notwithstanding any endorsement or statement on any check or any letter accompanying any checkor payment) nor shall such receipt constitute a waiver by Landlord of Tenant’s obligation to make full payment. No act or thing done by Landlord or its agentsshall be deemed an acceptance of a surrender of the Premises, and no agreement to accept such surrender shall be valid unless in writing and signed by Landlordand by each Superior Lessor and Superior Mortgagee whose lease or mortgage provides that any such surrender may not be accepted without its consent. 6.10 Holding Over . If Tenant holds over without the consent of Landlord after expiration or termination of this Lease, Tenant shall pay asholdover rental for each month of the holdover tenancy an amount equal to the Applicable Percentage multiplied by the greater of (i) the fair market rental value ofthe Premises for such month (as reasonably determined by Landlord) or (ii) the Rent which Tenant was obligated to pay for the month immediately preceding theend of the Term; and (c) if such holdover continues for at least 75 days, be liable to Landlord for and indemnify Landlord against (i) any payment or rentconcession which Landlord may be required to make to any tenant obtained by Landlord for all or any part of the Premises (a “ New Tenant ”) by reason of the latedelivery of space to the New Tenant as a result of Tenant’s holding over or in order to induce such New Tenant not to terminate its lease by reason of the holdingover by Tenant, (ii) the loss of the benefit of the bargain if any New Tenant shall terminate its lease by reason of the holding over by Tenant and (iii) any claim fordamages by any New Tenant. No holding over by Tenant after the Term shall operate to extend the Term, and the acceptance of any rent paid by Tenant pursuantto this Section 6.10 shall not preclude Landlord from commencing and prosecuting a holdover or summary eviction proceeding. The provisions of this Section 6.10shall be deemed to be an “agreement expressly providing otherwise” within the meaning of Section 232-c of the Real Property Law of the State of New York.Tenant expressly waives, for itself and for any person or entity claiming through or under Tenant, any rights which Tenant or any such person or entity may haveunder the provisions of Section 2201 of the New York Civil Practice Law and Rules and of any successor law of like import then in force, in connection with anyholdover summary proceedings which Landlord may institute to enforce the provisions of this Lease. “ Applicable Percentage ” means (x) for any period of suchholdover commencing after the expiration or termination of this Lease through the 90 th such day, 150% and (y) thereafter, 200%. 6.11 Attorneys’ Fees . If any action or proceeding is brought by Landlord or Tenant to enforce its rights under this Lease, the prevailingparty in such action shall be entitled to collect its reasonable attorneys’ fees and costs of suit from the other party. - 79 -  6.12 Nonliability and Indemnification . (a) Neither Landlord, any Superior Lessor or any Superior Mortgagee, nor any partner, director,officer, shareholder, principal, board member, agent or employee of Landlord, any Superior Lessor or any Superior Mortgagee (whether disclosed or undisclosed),shall be liable to Tenant for (i) any loss, injury or damage to Tenant or to any other person, or to its or their property, irrespective of the cause of such injury,damage or loss, nor shall the aforesaid parties be liable for any loss of or damage to property of Tenant or of others entrusted to employees of Landlord; provided ,that, except to the extent of the release of liability and waiver of subrogation provided in Section 7.03 hereof, the foregoing shall not be deemed to relieve Landlordof any liability to the extent resulting from the negligence or willful misconduct of Landlord, its agents or employees in the operation or maintenance of thePremises or the Building, (ii) any loss, injury or damage described in clause (i) above caused by other tenants, occupants or persons in, upon or about the Building,or caused by operations in construction of any private, public or quasi-public work, or (iii) even if due to negligence or willful misconduct, consequential damagesarising out of any loss of use of the Premises or any equipment, facilities or other Tenant’s Property therein or otherwise. (b) Subject to the provisions of Section 7.03 , Tenant shall indemnify and hold harmless Landlord, all Superior Lessors and allSuperior Mortgagees and each of their respective partners, members, directors, officers, shareholders, principals, board members, agents and employees (each, a “Landlord Indemnified Party ”), from and against any and all claims arising from or in connection with (i) the conduct or management of the Premises or of anybusiness therein, or any work or thing done, or any condition created, in or about the Premises, (ii) any act, omission or negligence of Tenant or any personclaiming through or under Tenant or any of their respective partners, directors, officers, agents, employees or contractors, (iii) any accident, injury or damageoccurring in, at or upon the Premises (or outside the Premises if arising from or in connection with Tenant’s installations in, or use of, areas outside the Premises),(iv) any default by Tenant in the performance of any of Tenant’s obligations under this Lease, (v) the performance of Tenant’s Initial Work and (vi) any brokeragecommission or similar compensation claimed to be due by reason of any proposed subletting or assignment by Tenant (irrespective of the exercise by Landlord ofany of the options in Section 5.02(b) ); in each case, together with all costs, expenses and liabilities incurred in connection with each such claim or action orproceeding brought thereon, including, without limitation, all reasonable attorneys’ fees and disbursements; provided , that the foregoing indemnity shall not applyto the extent such claim results from the negligence (other than negligence to which the release of liability and waiver of subrogation provided in Section 7.03applies) or willful misconduct of any Landlord Indemnified Party. If any action or proceeding is brought against any Landlord Indemnified Party by reason of anysuch claim, Tenant, upon notice from such Landlord Indemnified Party shall resist and defend such action or proceeding by counsel reasonably satisfactory to suchLandlord Indemnified Party, and counsel selected by Tenant’s insurance company to resist and defend such action or proceeding is, absent a conflict, herebydeemed to be satisfactory to such Landlord Indemnified Party. - 80 -  (c) Subject to the provisions of Section 7.03 , Landlord shall indemnify and hold harmless Tenant and Tenant’s partners,members, directors, officers, shareholders, principals, agents and employees (each, a “ Tenant Indemnified Party ”), from and against any and all claims arisingfrom or in connection with (i) any negligence or willful misconduct of Landlord or its agents, servants or employees in connection with the operation ormanagement of the common areas of the Building and (ii) any default by Landlord in the performance of any of Landlord’s obligations under this Lease, in eachcase together with all costs, expenses and liabilities incurred in connection with each such claim or action or proceeding brought thereon, including, withoutlimitation, all reasonable attorneys’ fees and disbursements; provided , that the foregoing indemnity shall not apply to the extent such claim results from thenegligence (other than negligence to which the release of liability and waiver of subrogation provided in Section 7.03 applies) or willful misconduct of any TenantIndemnified Party. If any action or proceeding is brought against any Tenant Indemnified Party by reason of any such claim, Landlord, upon notice from suchTenant Indemnified Party, shall resist and defend such action or proceeding by counsel reasonably satisfactory to such Tenant Indemnified Party, and counselselected by Landlord’s insurance company to resist and defend such action or proceeding is, absent a conflict, hereby deemed to be satisfactory to such TenantIndemnified Party. ARTICLE 7 Insurance; Casualty; Condemnation 7.01 Compliance with Insurance Standards . (a) Tenant shall not violate, or permit the violation of, any condition imposed by anyinsurance policy then issued in respect of the Project and shall not do, or permit anything to be done, or keep or permit anything to be kept in the Premises, whichwould subject Landlord, any Superior Lessor or any Superior Mortgagee to any liability or responsibility for personal injury or death or property damage, or whichwould increase any insurance rate in respect of the Project over the rate which would otherwise then be in effect or which would result in insurance companies ofgood standing refusing to insure the Project in amounts reasonably satisfactory to Landlord, or which would result in the cancellation of, or the assertion of anydefense by the insurer in whole or in part to claims under, any policy of insurance in respect of the Project, provided, however, that in no event shall the mere useof the Premises for customary and ordinary office purposes, as opposed to the manner of such use, constitute a breach by Tenant of the provisions of this Section7.01 . (b) If, by reason of any failure of Tenant to comply with this Lease, the premium(s) on Landlord’s insurance on the Project shallbe higher than they otherwise would be, Tenant shall reimburse Landlord, within 30 days after demand, for that part of such premium(s) attributable to such failureon the part of Tenant. A schedule or “make up” of rates for the Project or the Premises, as the case may be, issued by any insurance boards making rates forinsurance for the Project or the Premises, as the case may be, shall be conclusive evidence of the facts therein stated and of the several items and charges in theinsurance rate then applicable to the Project or the Premises, as the case may be. - 81 -  7.02 Tenant’s Insurance . Tenant shall maintain at all times during the Term insurance coverage meeting the requirements set forth inSections (A) and (C) of Exhibit J attached hereto. The limits of such insurance shall not limit the liability of Tenant. Tenant’s insurance shall be primary insuranceand shall not be considered contributory insurance with any insurance policies of Landlord. Landlord’s insurance shall apply in excess of all insurance coveragerequired of Tenant in accordance with this Section 7.02 and Exhibit J , whether such insurance is primary, contingent or on any other basis, and regardless ofwhether such Tenant’s insurance coverage is valid or collectible. Tenant shall deliver to Landlord and all Additional Insureds (as defined in Exhibit J ), prior toTenant having access to the Building (pursuant to the provisions of Section 4.01(b) or otherwise), fully paid-for policies or certificates of insurance for all suchrequired insurance, in form reasonably satisfactory to Landlord, issued by the insurance company or its authorized agent. An Accord Form Certificate of Insurance(Accord 25 for Liability and Accord 27 for Property) or its equivalent shall be deemed reasonably satisfactory to Landlord. Tenant shall procure and pay forrenewals of such insurance from time to time before the expiration thereof, and Tenant shall endeavor to deliver to Landlord and any Additional Insureds suchrenewal policy or a certificate thereof at least 30 days before the expiration of any existing policy. All such policies shall be issued by companies of recognizedresponsibility licensed to do business in New York State (except the Products and Completed Operations Liability policy, which shall not be required to be issuedby a company authorized to do business in New York State) and rated by Best’s Insurance Reports or any successor publication of comparable standing as A/VIIIor better or the then equivalent of such rating, and all such policies shall contain a provision whereby the same cannot be canceled, allowed to lapse or modifiedunless Landlord and any Additional Insureds are given at least 30 days prior written notice of such cancellation, lapse or modification. Tenant shall cooperate withLandlord in connection with the collection of any insurance moneys that may be due in the event of loss and Tenant shall execute and deliver to Landlord suchproofs of loss and other instruments which may be required to recover any such insurance moneys. Landlord may from time to time require that the amount of theinsurance to be maintained by Tenant under this Section 7.02 be increased and/or that Tenant provide additional insurance coverage, so that the insurancemaintained by Tenant adequately protects Landlord’s interest; provided, that any such increased amounts or additional coverage shall not be materially in excess ofthe amounts and coverage landlords of similar First Class Office Buildings require their tenants to maintain. In the event Tenant fails to maintain the limits orcoverages as required herein, Landlord may obtain such insurance as an agent of the Tenant without prior notice. Any premiums paid by Landlord in connectionwith such insurance obtained by Landlord together with interest thereon at the Interest Rate from the date paid by Landlord until the date reimbursed by Tenantshall be payable by Tenant to Landlord. 7.03 Subrogation Waiver . Landlord and Tenant shall each include in each of its insurance policies (insuring the Building in case ofLandlord, and insuring Tenant’s Property and Fixtures in the case of Tenant, against loss, damage or destruction by fire or other casualty) a waiver of the insurer’sright of subrogation against the other party during the Term or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policyshall not be invalidated if the insured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) anyother form of permission for the release of the other party. A waiver of subrogation shall be effective as to any individual or entity even if such individual or entity(a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium directly or indirectly, and (c) whether or notsuch individual or entity has an insurable interest in the property damaged. Each party hereby (x) releases the other party with respect to any claim (including aclaim for negligence) which it might otherwise have against the other party for loss, damage or destruction with respect to its property occurring during the Term tothe extent to which it is, or is required to be, insured under a policy or policies containing a waiver of subrogation or permission to release liability and (y) waivesall rights of recovery against the other party, whether under subrogation or otherwise, for any deductibles. Nothing contained in this Section 7.03 shall be deemedto relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in thisLease. All waivers and releases for the benefit of Landlord pursuant to this Section 7.03 shall be deemed to apply to and for the benefit of, and, if applicable, shallbe obtained with respect to, The Related Companies, L.P., Oxford Hudson Yards LLC, Mitsui Fudosan America, Inc., MFA 55 HY LLC, 55 Hudson YardsMember LLC and any of such entities’ and Landlord’s officers, agents, and employees, in addition to, and with the same effect as, the application of suchprovisions to Landlord. - 82 -  7.04 Condemnation . (a) If there shall be a total taking of the Building or the Premises in condemnation proceedings or by any right ofeminent domain, this Lease and the term and estate hereby granted shall terminate as of the date of taking of possession by the condemning authority and all Rentshall be prorated and paid as of such termination date. If there shall be a taking of any material (in Landlord’s reasonable judgment) portion of the Building(whether or not the Premises are affected by such taking), then Landlord may terminate this Lease and the term and estate granted hereby by giving notice toTenant within 60 days after the date of taking of possession by the condemning authority. If there shall be a taking of the Premises of such scope (but in no eventless than 20% thereof) that Tenant would, in Tenant’s reasonable judgment, be unable to operate the untaken part of the Premises in a functionally equivalentmanner to the manner in which Tenant operated such untaken part of the Premises prior to the taking then Tenant may terminate this Lease and the term and estategranted hereby by giving notice to Landlord within 60 days after the date of taking of possession by the condemning authority. If either Landlord or Tenant shallgive a termination notice as aforesaid, then this Lease and the term and estate granted hereby shall terminate as of the date of such notice and all Rent shall beprorated and paid as of such termination date. In the event of a taking of the Premises which does not result in the termination of this Lease (i) the term and estatehereby granted with respect to the taken part of the Premises shall terminate as of the date of taking of possession by the condemning authority and all Rent shallbe appropriately abated for the period from such date to the Expiration Date and (ii) Landlord shall with reasonable diligence restore the remaining portion of thePremises (exclusive of Tenant’s Property) as nearly as practicable to its condition prior to such taking. (b) In the event of any taking of all or a part of the Building, Landlord shall be entitled to receive the entire award in thecondemnation proceeding, including, without limitation, any award made for the value of the estate vested by this Lease in Tenant or any value attributable to theunexpired portion of the Effective Period, and Tenant hereby assigns to Landlord any and all right, title and interest of Tenant now or hereafter arising in or to anysuch award or any part thereof, and Tenant shall be entitled to receive no part of such award; provided , that nothing shall preclude Tenant from making a separateclaim in any such condemnation proceeding for the value of all improvements, alterations and additions made to the Premises by Tenant (less the amount of theWork Allowance), and for the value of Tenant’s furniture, fixtures, machinery and equipment contained in the Premises and for expenses (including movingexpenses, and attorney’s fees) incurred by Tenant as a result of such proceeding, provided the same does not include any value of the estate vested by this Lease inTenant or of the unexpired portion of the Effective Period and does not reduce the amount available to Landlord or materially delay the payment thereof. - 83 -  (c) If all or any part of the Premises shall be taken for a limited period, Tenant shall be entitled, except as hereinafter set forth, tothat portion of the award for such taking which represents compensation for the use and occupancy of the Premises, for the taking of Tenant’s Property and formoving expenses, and Landlord shall be entitled to that portion which represents reimbursement for the cost of restoration of the Premises. This Lease shall remainunaffected by such taking and Tenant shall continue to be responsible for all of its obligations under this Lease and shall continue to pay in full all Rent when due.If the period of temporary use or occupancy shall extend beyond the Expiration Date, that part of the award which represents compensation for the use andoccupancy of the Premises shall be apportioned between Landlord and Tenant as of the Expiration Date. Any award for temporary use and occupancy for a periodbeyond the date to which the Rent has been paid shall be paid to, held and applied by Landlord as a trust fund for payment of the Rent thereafter becoming due. (d) In the event of any taking which does not result in termination of this Lease, (i) Landlord, whether or not any award shall besufficient therefor, shall proceed with reasonable diligence to repair the remaining parts of the Building and the Premises (other than those parts of the Premiseswhich constitute Fixtures and Tenant’s Property) to substantially their former condition to the extent that the same may be feasible (subject to reasonable changeswhich Landlord deems desirable) and so as to constitute a complete and rentable Building and Premises and (ii) Tenant, whether or not any award shall besufficient therefor, shall proceed with reasonable diligence to repair the remaining parts of the Premises which constitute Fixtures and Tenant’s Property, tosubstantially their former condition to the extent that the same may be feasible, subject to reasonable changes which shall be deemed Alterations. 7.05 Casualty . (a) If the Building or the Premises shall be partially or totally damaged or destroyed by fire or other casualty (each, a “Casualty ”) and if this Lease is not terminated as provided below, then (i) Landlord shall repair and restore the Building and the Premises (excluding all Fixturesand Tenant’s Property) with reasonable dispatch (but Landlord shall not be required to perform the same on an overtime or premium pay basis) after notice toLandlord of the Casualty and the collection of the insurance proceeds attributable to such Casualty and (ii) Tenant shall repair and restore in accordance withSection 4.02 all Fixtures and Tenant’s Property with reasonable dispatch after Landlord shall have substantially completed repair and restoration of the Buildingand the Premises (excluding all Fixtures and Tenant’s Property); provided, that Tenant shall repair and restore in accordance with Section 4.02 hereof all Tenant’sProperty, Fixtures and improvements and betterments with reasonable dispatch immediately after the Casualty to the extent (x) such repair and restoration isnecessary to permit Landlord to commence, perform and complete repair and restoration of the Building and the Premises or (y) in accordance with goodconstruction practice, such work should be performed prior to, or concurrently with, repair and restoration of the Building and the Premises. (b) If all or part of the Premises shall be rendered Untenantable by reason of a Casualty, the Fixed Rent and Recurring AdditionalCharges shall be abated in the proportion that the Untenantable area of the Premises bears to the total area of the Premises, for the period from the date of theCasualty to the earlier to occur of (i) 120 days after the date on which Landlord shall have performed its obligations under Section 7.05(a)(i) , (ii) the date theUntenantable area of the Premises (or any portion thereof) is made tenantable (it being understood and agreed that the term “tenantable” for purposes of thisSection 7.05 shall mean that the Premises (or any portion thereof) is in a condition which permits Tenant to occupy the same for general, administrative andexecutive office uses) (provided, that if the Premises (or a portion thereof) would have been tenantable at an earlier date but for Tenant having failed diligently toprosecute repairs or restoration, then the Premises (or such portion thereof) shall be deemed to have been made tenantable on such earlier date and the abatement(with respect to such portion, if applicable) shall cease) or (iii) the date Tenant or any subtenant reoccupies the Untenantable area of the Premises (or a portionthereof) for the ordinary conduct of business (in which case the Fixed Rent and the Additional Charges allocable to such reoccupied portion shall be payable byTenant from the date of such occupancy). Landlord’s determination of the date the Premises (or a portion thereof) is tenantable shall be controlling unless Tenantdisputes same by notice to Landlord within 10 Business Days after such determination by Landlord, and pending resolution of such dispute, Tenant shall pay Rentin accordance with Landlord’s determination. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of anyCasualty. - 84 -  (c) If by reason of a Casualty (i) the Building shall be so damaged or destroyed (whether or not the Premises are damaged ordestroyed) that repair or restoration thereof shall require more than 365 days or the expenditure of more than 30% percent of the full insurable value of theBuilding (which, for purposes of this Section 7.05(c) , shall mean replacement cost less the cost of footings, foundations and other structures below the street andfirst floors of the Building) immediately prior to the Casualty and Landlord shall give notices terminating leases or has terminated leases (including this Lease) foroffice space in the Building affecting not less than 75% of the then leased rentable square footage of the office space in the Building or (ii) more than 30% of thePremises shall be damaged or destroyed (as estimated in either such case by a reputable contractor, architect or engineer designated by Landlord), then in any suchcase Landlord may terminate this Lease by notice given to Tenant within 120 days after the Casualty. (d) (i) Supplementing the foregoing provisions of this Section 7.05 , within 90 days after Landlord has actual knowledge of anyCasualty rendering 50% or more of the Premises Untenantable, Landlord shall deliver to Tenant an estimate prepared by a reputable contractor selected byLandlord, having at least 10 years’ experience in such matters, setting forth such contractor’s estimate as to the time and cost reasonably required to repair suchdamage in order to make the Premises (or the Untenantable portion thereof) no longer Untenantable. If the period set forth in any such estimate exceeds 365 daysfrom the date of such Casualty, Tenant may terminate this Lease by notice to Landlord given not later than 30 days following Tenant’s receipt of such estimate(time being of the essence). If Tenant shall timely exercise such election, this Lease and the term and estate granted hereby shall terminate on the 60th day afternotice of such election is given by Tenant, and Tenant shall vacate the Premises and surrender the same to Landlord in accordance with the terms of this Lease. Ifthe time period set forth in said estimate exceeds 365 days from the date of such Casualty and Tenant has not elected to terminate this Lease as set forth above, andfor any reason whatsoever (other than Unavoidable Delay or delay caused by Tenant or Tenant’s employees, agents or contractors) Landlord shall not complete therepair and restoration that Landlord is obligated to perform hereunder within 90 days after the date set forth in the estimate as the date by which the repair andrestoration should reasonably be completed, then Tenant shall have the further right to terminate this Lease by notice to Landlord given not later than 30 daysfollowing the last day of such 90-day period after the date set forth in the estimate (time being of the essence) and this Lease shall terminate on the 30th day aftersuch notice is given by Tenant. - 85 -  (ii) Notwithstanding the foregoing, if a Casualty rendering 50% or more of the Premises Untenantable occurs during thelast 18 months of the Term and Landlord’s restoration work would take more than 180 days to substantially complete (excluding restoration of any ofTenant’s Property, Fixtures or Tenant’s improvements and betterments), either party may terminate this Lease by notice given to the other within 60 daysafter the date of the Casualty (time of the essence), in which event this Lease shall terminate on the date specified in such notice. If either party timelygives such notice, the Term shall expire upon 30 days after such notice is given, and Tenant shall vacate the Premises and surrender the same to Landlordin accordance with the provisions of this Lease. If a party fails timely to deliver such notice as aforesaid, such party shall be deemed to have waived itsright to give such termination notice and such party shall have no further right to terminate this Lease under this Section 7.05(d) . (e) Landlord shall not carry any insurance on any Tenant’s Property or Fixtures and shall not be obligated to repair or replaceTenant’s Property or Fixtures. Tenant shall look solely to Tenant’s insurance for recovery of any damage to or loss of Tenant’s Property or Fixtures. Tenant shallnotify Landlord promptly of any Casualty in the Premises. (f) Any dispute between Landlord and Tenant arising under this Article 7 shall be resolved by arbitration conducted inaccordance with the provisions of Section 8.09 . (g) This Section 7.05 shall be deemed an express agreement governing any damage or destruction of the Premises by fire or othercasualty, and Section 227 of the New York Real Property Law providing for such a contingency in the absence of an express agreement, and any other law of likeimport now or hereafter in force, shall have no application. 7.06 Landlord’s Insurance . Landlord shall obtain and keep in full force and effect throughout the Term insurance against loss or damageby fire and other casualty to the Building as may be insurable under then available standard forms of “all-risk” insurance policies, with limits consistent withproperty insurance maintained by prudent owners of First Class Office Buildings. Landlord shall obtain and keep in full force and effect a commercial generalliability insurance policy in respect of the Building and the conduct or operation of business therein, with limits consistent with liability insurance maintained byprudent owners of First Class Office Buildings. ARTICLE 8 Miscellaneous Provisions 8.01 Notice . All notices, demands, consents, approvals, advices, waivers or other communications which may or are required to be given byeither party to the other under this Lease (each, “ Notice ”) shall be in writing and shall be delivered by (a) personal delivery, (b) the United States mail, certified orregistered, postage prepaid, return receipt requested, or (c) a nationally recognized overnight courier, in each case addressed as follows: - 86 -  If to Landlord: One Hudson Yards Owner LLCc/o The Related Companies, L.P.60 Columbus Circle, 19th FloorNew York, New York 10023Attention: L. Jay Cross and Andrew L. Cantor with a copy to each of the following: Oxford Hudson Yards LLC450 Park Avenue, Suite 900New York, New York 10022Attention: Dean J. Shapiro Oxford Properties Group*Royal Bank Plaza, North Tower200 Bay Street, Suite 900Toronto, Ontario M5J 2J2 CanadaAttention: Chief Legal Counsel* and, if different than the address set forth above, to the address posted from time to time as the corporate head office of OxfordProperties Group on the website www.oxfordproperties.com to the attention of the Chief Legal Officer The Related Companies, L.P.60 Columbus Circle, 19th FloorNew York, New York 10023Attention: Amy Arentowicz, Esq. Fried, Frank, Harris, Shriver & Jacobson LLPOne New York PlazaNew York, New York 10022Attention: Robert J. Sorin, Esq. Mitsui Fudosan America1251 Avenue of the AmericasNew York, New York 10020Attention: Ian J. Bentata and Sean McSweeney If to Tenant: prior to the date on which Tenant occupies its demised premises at 10 Hudson Yards, New York, New York: Intercept Pharmaceuticals, Inc.450 West 15th Street, Suite 505New York, New York 10011Attention: Bryan Yoon, Esq. - 87 -  after the date on which Tenant occupies its demised premises at 10 Hudson Yards, New York, New York but prior to the date on whichTenant occupies the Premises: Intercept Pharmaceuticals, Inc.10 Hudson Yards37th FloorNew York, New York 10001Attention: Bryan Yoon, Esq. after the date on which Tenant occupies the Premises: Intercept Pharmaceuticals, Inc.55 Hudson Yards550 West 34th Street, 23rd FloorNew York, New York 10001Attention: Bryan Yoon, Esq. in each case, with a copy to: Thompson Hine LLP335 Madison Avenue (12th Floor)New York, New York 10017Attention: Mario J. Suarez, Esq. Either party may designate a different or an additional address or addresses for notices intended for such party from time to time by at least 5 days’ notice to theother party. Notices from Landlord may be given by Landlord’s managing agent, if any, or by Landlord’s attorney. Notices from Tenant may be given by Tenant’sattorney. Each Notice shall be deemed to have been given on the date such Notice is actually received as evidenced by a written receipt therefor, and in the event offailure to deliver by reason of changed address of which no Notice was given or refusal to accept delivery, as of the date of such failure. 8.02 Rules and Regulations . Tenant shall comply with, and Tenant shall cause its licensees, employees, contractors, agents and invitees tocomply with, the rules of the Building set forth in Exhibit C , as the same may be reasonably modified or supplemented by Landlord from time to time for thesafety, care and cleanliness of the Premises and the Building and for preservation of good order therein (the “ Rules and Regulations ”). Notwithstanding anythingto the contrary contained in this Lease, Tenant shall not be bound by any such modification or supplement to the Rules and Regulations that (i) imposes, except to ade minimis extent, any new or increased costs or financial obligations on Tenant (unless any such cost or financial obligation is the result of compliance with anyLaws) or (ii) unreasonably affects the conduct of Tenant’s business in the Premises. Landlord shall not be obligated to enforce the Rules and Regulations againstTenant or any other tenant or occupant of the Building or any other party, and Landlord shall have no liability to Tenant by reason of the violation by any tenant orother party of the Rules and Regulations; provided , that Landlord shall not enforce the Rules and Regulations in a manner which discriminates against Tenant. Ifany provision of the Rules and Regulations shall conflict with any provision of this Lease, such provision of this Lease shall govern. - 88 -  8.03 Severability . If any term or provision of this Lease, or the application thereof to any person or circumstances shall to any extent beinvalid or unenforceable, the remainder of this Lease, or the application of such provision to persons or circumstances other than those as to which it is invalid orunenforceable, shall not be affected, and each provision of this Lease shall be valid and shall be enforceable to the extent permitted by law. 8.04 Certain Definitions . (a) “ Landlord ” means only the owner, at the time in question, of the Building or that portion of the Buildingof which the Premises are a part, or of a lease of the Building or that portion of the Building of which the Premises are a part, so that in the event of any transfer ortransfers of title to the Building or of Landlord’s interest in a lease of the Building or such portion of the Building, the transferor shall be and hereby is relieved andfreed of all obligations of Landlord under this Lease accruing after such transfer, and it shall be deemed, without further agreement, that such transferee hasassumed all obligations of Landlord during the period it is the holder of Landlord’s interest under this Lease. (b) “Landlord shall have no liability to Tenant” or words of similar import mean that Tenant is not entitled to terminate this Lease,or to claim actual or constructive eviction, partial, or total, or to receive any abatement or diminution of Rent, or to be relieved in any manner of any of its otherobligations under this Lease, or to be compensated for loss or injury suffered or to enforce any other right or kind of liability whatsoever against Landlord under orwith respect to this Lease or with respect to Tenant’s use or occupancy of the Premises. (c) “ Unavoidable Delay ” means Landlord’s inability to fulfill or delay in fulfilling any of its obligations under this Lease to beperformed by Landlord or Landlord’s inability to make or delay in making any repairs, additions, alterations, improvements or decorations or Landlord’s inabilityto supply or delay in supplying any equipment or fixtures, if Landlord’s inability or delay is due to or arises by reason of accident, strikes or labor troubles, orweather conditions that render the performance of any such obligation or work unsafe or impracticable, or any cause whatsoever beyond Landlord’s reasonablecontrol, including, without limitation, governmental preemption in connection with a national emergency or other actions of a governmental or quasi-governmentalauthority, Laws, shortages of materials, unavailability of labor, fuel, water, electricity or materials, or delays caused by tenants or other occupants, mechanicalbreakdown, acts of God, enemy action, civil commotion, fire or other casualty, but “Unavoidable Delay” shall not include any inability or delay resulting frominsufficient funds. (d) Whenever any provision of this Lease refers to a specified amount “Subject to CPI Increases”, such amount shall be adjustedas of each anniversary of January 1, 2017. Each such adjustment shall be made by multiplying the applicable amount by the greater of (a) 1.0, or (b) a fraction, thenumerator of which shall be the CPI as most recently published prior to the date of such adjustment and the denominator of which shall be the CPI for January,2016. The term “CPI” shall mean Consumer Price Index for All Urban Consumers, New York-Northern New Jersey-Long Island, NY-NJ-CT-PA, 1982-84=100, orany successor to such index, appropriately adjusted, or if no such index or successor index shall be published, such similar index, appropriately adjusted, as shallreasonably be designated by Landlord and consented to by Tenant, such consent not to be unreasonably withheld, conditioned or delayed. - 89 -  8.05 Quiet Enjoyment . Tenant shall and may peaceably and quietly have, hold and enjoy the Premises, subject to the other terms of thisLease and to Superior Leases and Superior Mortgages, provided that this Lease is in effect. 8.06 Limitation of Landlord’s and Tenant’s Personal Liability . (a) Tenant shall look solely to Landlord’s interest in the Building(including, without limitation, the rents and profits arising therefrom) for the recovery of any judgment against Landlord, and no other property or assets ofLandlord or Landlord’s members, partners, shareholders, principals, officers or directors, direct or indirect, disclosed or undisclosed, shall be subject to levy,execution or other enforcement procedure for the satisfaction of Tenant’s remedies under or with respect to this Lease. In no event shall Tenant bring any actionagainst any of Landlord’s members, managers, limited partners, shareholders, directors, officers and principals, direct and indirect, for any claims arising out of theLease. (b) No property or assets of Tenant’s members, partners, shareholders, principals, officers or directors, direct or indirect, disclosedor undisclosed, shall be subject to levy, execution or other enforcement procedure for the satisfaction of Landlord’s remedies under or with respect to this Lease. Inno event shall Landlord bring any action against any of Tenant’s members, managers, limited partners, shareholders, directors, officers and principals, direct andindirect, for any claims arising out of the Lease. 8.07 Counterclaims . If Landlord commences any summary proceeding or action for nonpayment of Rent or to recover possession of thePremises, Tenant shall not interpose any counterclaim of any nature or description in any such proceeding or action, unless Tenant’s failure to interpose suchcounterclaim in such proceeding or action would result in the waiver of Tenant’s right to bring such claim in a separate proceeding under applicable law. 8.08 Survival . All obligations and liabilities of Landlord or Tenant to the other which accrued before the expiration or other termination ofthis Lease and all such obligations and liabilities which by their nature or under the circumstances can only be, or by the provisions of this Lease may be,performed after such expiration or other termination, shall survive the expiration or other termination of this Lease for a period of 3 years, except as expresslyprovided in this Lease. Without limiting the generality of the foregoing, the rights and obligations of the parties with respect to any indemnity under this Lease, andwith respect to Recurring Additional Charges and any other amounts payable under this Lease, shall survive the expiration or other termination of this Lease. 8.09 Certain Remedies; Arbitration . (a) If Tenant requests Landlord’s consent and Landlord fails or refuses to give such consent, exceptwhere Landlord acted in bad faith and in an arbitrary and capricious manner in failing or refusing to give such consent, Tenant shall not be entitled to any damagesfor any withholding by Landlord of its consent, it being intended that Tenant’s sole remedy shall be an action for specific performance or injunction or arbitrationin accordance with the provisions of Section 8.09(b) , and that such remedy shall be available only in those cases where this Lease provides that Landlord shall notunreasonably withhold its consent. - 90 -  (b) (i) No dispute relating to this Lease or the relationship of Landlord and Tenant under this Lease shall be resolved byarbitration unless this Lease expressly provides for such dispute to be resolved by arbitration. Either party shall have the right to submit a dispute relating to (x) thereasonableness of the grant or denial of a consent or other determination by the other party when, pursuant to the provisions of this Lease, such other party’sconsent was not to be unreasonably withheld or (y) any other matter for which arbitration is expressly provided as a means of dispute resolution pursuant to theterms of this Lease (except for matters for which a different arbitration procedure is expressly provided), to final and binding arbitration in New York, New Yorkadministered by JAMS in accordance with JAMS Streamlined Arbitration Rules and Procedures in effect at that time (or, if JAMS is no longer in existence, thenadministered by National Arbitration and Mediation (“ NAM ”), in accordance with NAM’s Comprehensive Dispute Resolution Rules and Procedures; and ifNAM is no longer in existence, then administered by the American Arbitration Association under the Expedited Procedures of its Commercial Arbitration Rules ineffect at that time; and if none of the preceding remains in existence, by the expedited arbitration procedures of any succeeding or substantially similar disputeresolution organization). A single arbitrator will be selected pursuant to such rules and procedures (the “ JAMS Arbitrator ”). The parties agree that: (1) theunsuccessful party in such arbitration will pay to the successful party all reasonable attorneys’ fees and disbursements incurred by the successful party inconnection with such arbitration, and will pay any fees and disbursements due to JAMS (or the organization administering the arbitration) and the JAMS Arbitratorand, to the extent the “successful” party cannot be clearly identified, each party will bear its own costs and expenses and the parties will pay their equal share ofany fees and disbursements due to JAMS (or the organization administering the arbitration) and the JAMS Arbitrator; (2) arbitration pursuant to this Section8.09(b)(i) is intended to be the sole and exclusive method of arbitration to be utilized by the parties and the sole and exclusive dispute resolution method to beutilized by the parties concerning any dispute described in clauses (x) or (y) of this Section 8.09(b) ; (3) judgment may be had on the decision and award of thearbitrator so rendered in any court of competent jurisdiction (each party hereby consenting to the entry of such judgment in any such court); (4) the JAMSArbitrator shall have no right to award damages (though the foregoing shall not preclude the JAMS Arbitrator from issuing a determination that results in thepayment or credit from one party to the other if such payment or credit is the subject matter of such arbitration); and (5) any decision or award rendered in sucharbitration, whether or not such decision or award has been entered for judgment, shall be final and binding upon Landlord and Tenant and shall constitute an“award” by the JAMS Arbitrator within the meaning of the applicable arbitration rules and Laws. The JAMS Arbitrator will be bound by the provisions of thisLease and will not have the power to add to, subtract from or otherwise modify such provisions, and will have the authority to, and may, order specificperformance to remedy any breach of the terms of this Lease. The JAMS Arbitrator will consider only the specific issues submitted to him/her for resolution, andwill be directed to make a determination as to the “successful” party or a specific determination that there is no prevailing party. If any party fails to appear at aduly scheduled and noticed hearing, the JAMS Arbitrator is hereby expressly authorized to enter judgment for the appearing party. The JAMS Arbitrator shall bedirected by both parties to issue a determination that provides an explanation of his/her decision with reasonable specificity. Landlord and Tenant shall each havethe right to appear and be represented by counsel before said JAMS Arbitrator and to submit such data and memoranda in support of their respective positions inthe matter in dispute as may be reasonably necessary or appropriate under the circumstances. Neither party shall have ex parte communications with any arbitratorselected under this Section 8.09(b) following his or her selection and pending completion of the arbitration hereunder. - 91 -  (ii) Any JAMS Arbitrator acting under this Section 8.09 in connection with any matter shall (1) be experienced in thefield to which the dispute relates, (2) have been actively engaged in such field for a period of at least 10 years before the date of his or her appointment asa JAMS Arbitrator hereunder, (3) be sworn fairly and impartially to perform his or her respective duties as a JAMS Arbitrator hereunder, (4) not be anemployee or past employee of Landlord or Tenant or of any other person, partnership, corporation or other form of business or legal association or entitythat controls, is controlled by or is under common control with Landlord or Tenant and (5) never have represented or been retained for any reasonwhatsoever by Landlord or Tenant or any other person, partnership, corporation or other form of business or legal association or entity that controls, iscontrolled by or is under common control with Landlord or Tenant. (iii) Landlord and Tenant agree to sign all documents and to do all other things necessary to submit any such matter toarbitration and further agree to, and hereby do, waive any and all rights they or either of them may at any time have to revoke their agreement hereunderto submit to arbitration and to abide by the decision rendered thereunder. For such period, if any, as this agreement to arbitrate is not legally binding or thearbitrator’s award is not legally enforceable, the provisions requiring arbitration shall be deemed deleted and matters to be determined by arbitration shallbe subject to litigation. (iv) The provisions of this Section 8.09(b) shall survive the expiration or sooner termination of this Lease. 8.10 No Offer; Counterparts . The submission by Landlord of this Lease in draft form shall be solely for Tenant’s consideration and notfor acceptance and execution. Such submission shall have no binding force or effect and shall confer no rights nor impose any obligations, including brokerageobligations, on either party unless and until both Landlord and Tenant shall have executed a lease and duplicate originals thereof shall have been delivered to therespective parties. This Lease may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, even where such executedcounterpart is delivered via facsimile or Portable Document Format, but all of which together shall constitute one and the same instrument. 8.11 Captions; Construction . The table of contents, captions, headings and titles in this Lease are solely for convenience of reference andshall not affect its interpretation. This Lease shall be construed without regard to any presumption or other rule requiring construction against the party causing thisLease to be drafted. Each covenant, agreement, obligation or other provision of this Lease on Tenant’s part to be performed, shall be deemed and construed as aseparate and independent covenant of Tenant, not dependent on any other provision of this Lease. - 92 -  8.12 Amendments . This Lease may not be altered, changed or amended, except by an instrument in writing signed by the party to becharged. 8.13 Broker . Each party represents to the other that such party has dealt with no broker other than CBRE, Inc. (representing Landlord) andNewmark & Company Real Estate, Inc., d/b/a Newmark Grubb Knight Frank (representing Tenant) (collectively, the “ Broker ”) in connection with this Lease or,with respect to Tenant only, the Project, and each party shall indemnify and hold the other harmless from and against all loss, cost, liability and expense (including,without limitation, reasonable attorneys’ fees and disbursements) arising out of any claim for a commission or other compensation by any broker other than Brokerwho alleges that it has dealt with the indemnifying party in connection with this Lease or the Project. Landlord shall enter into separate agreements with Brokerwhich provide that, if this Lease is executed and delivered by both Landlord and Tenant, Landlord shall pay to Broker any commission that Broker may be entitledto in connection with this Lease, subject to, and in accordance with, the terms and conditions of such agreement. 8.14 Merger . Tenant acknowledges that Landlord has not made and is not making, and Tenant, in executing and delivering this Lease, isnot relying upon, any warranties, representations, promises or statements, except to the extent that the same are expressly set forth in this Lease. This Leaseembodies the entire understanding between the parties with respect to the subject matter hereof, and all prior agreements, understanding and statements, oral orwritten, with respect thereto are merged in this Lease. 8.15 Successors . This Lease shall be binding upon and inure to the benefit of Landlord, its successors and assigns, and shall be bindingupon and inure to the benefit of Tenant, its successors, and to the extent that an assignment may be approved by Landlord or is otherwise expressly permitted underthe terms of this Lease, Tenant’s assigns. 8.16 Applicable Law . This Lease shall be governed by, and construed in accordance with, the laws of the State of New York, withoutgiving effect to any principles of conflicts of laws. 8.17 No Development Rights . Tenant acknowledges that it has no rights to any development rights, air rights or comparable rightsappurtenant to the Project or any portion thereof, and consents, without further consideration, to any utilization of such rights by Landlord. Tenant shall promptlyexecute and deliver, at no out-of-pocket cost to Tenant, any instruments which may be requested by Landlord, including instruments merging zoning lots,evidencing such acknowledgment and consent. The provisions of this Section 8.17 shall be construed as an express waiver by Tenant of any interest Tenant mayhave as a “party in interest” (as such term is defined in Section 12-10 Zoning Lot of the Zoning Resolution of the City of New York) in the Project. - 93 -  8.18 Condominium . This Lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to anycondominium declaration and any other documents (collectively, the “ Declaration ”) which are or shall be recorded in order to convert the Land and theimprovements erected thereon to a condominium form of ownership in accordance with the provisions of Article 9-B of the Real Property Law, or any successorthereto, provided the Declaration does not include any terms which increase Tenant’s monetary or non-monetary obligations (other than to a de minimis extent) ordecrease Tenant’s rights (other than to a de minimis extent) or materially interfere with Tenant’s use of the Premises for executive, administrative and generaloffice purposes. If any such Declaration is to be recorded, Tenant, upon the request of Landlord, shall enter into an amendment of this Lease (at no out-of-pocketcosts to Tenant other than any legal fees incurred by Tenant in connection with same) reasonably acceptable to Tenant confirming such subordination andmodifying the Lease in such respects as shall be necessary to conform to such condominiumization, including, without limitation, appropriate adjustments toTenant’s Share and appropriate reductions in the Base Operating Amount, the Base PILOT Amount and the Base Impositions Amount; provided, that, Landlordprovides to Tenant a subordination, non-disturbance and attornment agreement duly executed by the board of such condominium in a form reasonably acceptableto Tenant. 8.19 Embargoed Person . Tenant represents that as of the date of this Lease, and Tenant covenants that throughout the Effective Period: (a)Tenant is not, and shall not be, an Embargoed Person, (b) none of the funds or other assets of Tenant are or shall constitute property of, or are or shall bebeneficially owned, directly or indirectly, by any Embargoed Person; (c) no Embargoed Person shall have any interest of any nature whatsoever in Tenant, with theresult that the investment in Tenant (whether directly or indirectly) is or would be blocked or prohibited by law or that this Lease and performance of theobligations hereunder are or would be blocked or in violation of law and (d) none of the funds of Tenant are, or shall be derived from, any activity with the resultthat the investment in Tenant (whether directly or indirectly) is or would be blocked or in violation of law or that this Lease and performance of the obligationshereunder are or would be in violation of law. “ Embargoed Person ” means a person, entity or government (i) identified on the Specially Designated Nationals andBlocked Persons List maintained by the United States Treasury Department Office of Foreign Assets Control and/or any similar list maintained pursuant to anyauthorizing statute, executive order or regulation and/or (ii) subject to trade restrictions under United States law, including, without limitation, the InternationalEmergency Economic Powers Act, 50 U.S.C. § 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulationspromulgated under any such laws, with the result that the investment in Tenant (whether directly or indirectly), is or would be prohibited by law or this Lease is orwould be in violation of law and/or (iii) subject to blocking, sanction or reporting under the USA Patriot Act, as amended; Executive Order 13224, as amended;Title 31, Parts 595, 596 and 597 of the U.S. Code of Federal Regulations, as they exist from time to time; and any other law or Executive Order or regulationthrough which the U.S. Department of the Treasury has or may come to have sanction authority. If any representation made by Tenant pursuant to this Section 8.19shall become untrue Tenant shall within 10 days give written notice thereof to Landlord, which notice shall set forth in reasonable detail the reason(s) why suchrepresentation has become untrue and shall be accompanied by any relevant notices from, or correspondence with, the applicable governmental agency or agencies. - 94 -  8.20 Dining Facility; Wet Installations . (a) Tenant shall be permitted to use a portion of the Premises for the operation of a DiningFacility provided (i) Tenant obtains (at its cost and expense) any and all required permits, licenses and certificates therefor (including, without limitation, anynecessary amendment to the certificate of occupancy for the Building which shall be subject to the provisions of Section 1.04(c)) , (ii) Tenant shall perform andpay for any necessary extermination, ventilation and cleaning (in excess of normal office ventilation and cleaning) necessitated by the use of such space as aDining Facility (it being understood that Landlord's provision of cleaning services shall not be extended beyond that provided for herein by reason of Landlord’sapproval of the use of such space as a Dining Facility), (iii) Tenant shall cause the Dining Facility to be properly ventilated so that no odor will emanate from thePremises to other portions of the Building and so as to impose no additional loads and have no other adverse effect on the Building HVAC system (including,without limitation, by replacing and/or upgrading filters) and (iv) Tenant shall otherwise maintain and operate each Dining Facility consistent with the standards ofa First Class Office Building. (b) In connection with Tenant’s use of portion(s) of the Premises for the operation of a Dining Facility, the parties agree asfollows: (i) Tenant acknowledges that if any smoke or odors are released by Tenant from the Premises, Tenant, at its expense,upon and subject to all of the terms of this Lease, upon Landlord’s request, shall perform any work or Alteration reasonably requested by Landlord toremedy such problem. (ii) Tenant, at its expense, upon and subject to all of the terms of this Lease shall keep its equipment and appliancesreasonably clean at all times. (iii) Tenant, at its expense upon and subject to all of the terms of this Lease, shall diligently keep the Premises at all timesfree and clear of rats, mice, other rodents, pests, insects and other vermin. In furtherance thereof, Tenant shall employ an exterminator reasonablyapproved by Landlord to regularly exterminate such rats, mice, other rodents, pests, insects and other vermin, which exterminator shall utilize a methodcommonly used in First Class Office Buildings for the prevention of any infestation by, and extermination of, said animals and insects and Tenant shalltake whatever precautions Landlord deems reasonably necessary to prevent such rats, mice, other rodents, pests, insects and other vermin from existing inthe Premises or permeating into other parts of the Building. Any pest management conducted at the Premises shall emphasize non-chemical methods forpest control and comply with Landlord’s reasonable integrated pest management program, which program shall be generally applicable to all officetenants of the Building. (iv) Tenant, at its expense, upon and subject to all of the terms of this Lease, shall arrange for the removal of Tenant’srefuse and rubbish from each Dining Facility at least once each day and in compliance with all Rules and Regulations and shall retain Landlord’scontractor(s) to perform the same at Tenant’s expense. Landlord shall not be required to furnish any services or equipment for the removal of such refuseand rubbish except (i) Landlord shall provide adequate space for the staging of recycling containers in freight areas and (ii) as may otherwise be expresslyprovided in this Lease. Tenant further agrees not to permit any refuse or rubbish to be collected or disposed of from a Dining Facility during BusinessHours. Tenant shall store all food-related and beverage-related garbage in closed refrigerated units within the Premises until collection. Tenant covenantsthat no supplies or deliveries, nor any of Tenant’s refuse or rubbish, shall be kept or permitted to be kept in any area outside of the Premises except aspermitted by the applicable Rules and Regulations. - 95 -  (v) Landlord, at Tenant’s reasonable expense, may install submeters to measure Tenant’s consumption of water inconnection with the use of any Dining Facilities, in which event Tenant shall reimburse Landlord for the quantities of water shown on such meters, within30 days after demand, at Landlord’s then established charges therefor, which charges as of the Effective Date are set forth on Exhibit H attached heretobased on the actual costs to Landlord to provide such water and shall be subject to increase to the extent of any actual increase in the cost to Landlord ofproviding such water. (vi) Subject to the applicable provisions of this Lease and Landlord’s review and approval of Tenant’s plans therefor,Tenant shall have the right, as part of Tenant’s Initial Work or as a subsequent Alteration, at Tenant’s sole cost and expense, to install an electric waterheater, in a location in the Premises to be designated by Landlord, to serve any Dining Facility in the Premises. (vii) If requested by Landlord in connection with any cafeteria or similar dining facility installed by Tenant in the Premises,Tenant, at its expense, upon and subject to all of the terms of this Lease (including, without limitation, Section 4.02 ), shall install, maintain and replace asnecessary a dehydration grinder capable of achieving at least a 75% reduction in organic waste volume and shall run all organic waste generated by or inconnection with any such Dining Facility through such dehydration grinder prior to disposing of such waste in accordance with the provisions of thisSection 8.20 . 8.21 Press Releases . Without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned ordelayed), neither party nor such party’s affiliates or their officers, shareholders, partners, directors, employees or representatives shall make or provide any publicstatement, press release or other public disclosure concerning the transactions contemplated by, and the terms of, this Lease (including, without limitation, bymeans of statements, press releases or disclosures displayed or accessible electronically, on the internet and/or on social media, such as, by way of example only,Facebook and Twitter), except (i) for any such public statements or disclosures which, in the opinion of such party’s counsel, are legally required (in which casethe content of such statements or disclosures shall be limited to what is legally required) or (ii) to the extent required by securities laws or compliance provisions ofother Laws or any securities, bond or commodities exchange. In the event that a public announcement or disclosure is permitted pursuant to clauses (i) or (ii) of thepreceding sentence, prior to making such disclosure, the disclosing party shall notify the other party of such required public disclosure and use reasonable efforts tocoordinate with the other party with respect to the nature and content of such disclosure. - 96 -  8.22 Tenant Creditworthiness . Tenant shall, from time to time, upon request by Landlord, a Superior Mortgagee or Superior Lessee or aprospective Superior Mortgagee or Superior Lessee (any such party a “ Requesting Party ”), cooperate with such Requesting Party in order to establish Tenant’screditworthiness as required by such Requesting Party (or, in the case of Landlord, as required by Landlord or any current or prospective Superior Mortgagee orSuperior Lessee) in connection with a prospective modification of, or new, superior lease, a prospective refinancing or modification of, or new mortgage, or aprospective sale, assignment or financing or refinancing of Landlord’s interest in this Lease, the Project or any interest in Landlord or any of Landlord’s direct orindirect owners, or for any other reasonable purpose. In connection with such cooperation, Tenant shall furnish to the Requesting Party, within 10 Business Daysafter request by such Requesting Party, all financial information regarding Tenant which is reasonably necessary for such Requesting Party to establish Tenant’screditworthiness, provided, however that Tenant may withhold any information which Tenant is not permitted to disclose under securities laws applicable to publiccompanies. As a condition to Tenant’s obligation to provide such financial information to any Requesting Party other than Landlord, prior to Tenant’s delivery ofsuch financial information, the Requesting Party (if such party is not Landlord) shall execute and deliver a confidentiality agreement with respect to such financialinformation substantially in the form attached hereto as Exhibit N , subject to reasonable negotiation at the request of the Requesting Party. 8.23 Recording . Landlord and Tenant agree not to place this Lease or any memorandum of this Lease of record. 8.24 REIT/UBTI Compliance . All Rent and all sums, charges, or amounts of whatever nature under this Lease payable to Landlord shallqualify as “rents from real property” under both the Internal Revenue Code § 512(b)(3) and § 856(d) and all related statutes, regulations, revenue rulings,interpretations, and other official pronouncements, all as in effect from time to time. If the Rent or any other sum, charge, or amount of whatever nature to be paidby Tenant to Landlord under this Lease does not so qualify, then Landlord may reasonably adjust the Rent to achieve such qualification; provided that suchadjustments, in the aggregate, produce the economic equivalent to the Rent that would have been payable by Tenant to Landlord without giving effect to any suchadjustments. Tenant, at no cost to Tenant, shall execute such documents as Landlord reasonably requires to make such adjustments. If the charge or cost for anyservice required or permitted to be performed by Landlord pursuant to this Lease may be treated as “impermissible tenant service” income under the Lawsgoverning a real estate investment trust (“ REIT ”), or as unrelated business taxable income, then, in lieu of Landlord performing such service, such service may beperformed by a taxable REIT subsidiary that is affiliated with either Landlord or Landlord’s property manager, an independent contractor of Landlord orLandlord’s property manager who shall perform its obligations subject to the same requirements as are applicable to Landlord under this Lease (the “ ServiceProvider ”). If Tenant is subject to a charge under this Lease for any such service, then, at Landlord’s direction, Tenant shall pay such charge either to Landlord forfurther payment to the Service Provider or directly to the Service Provider, and, in either case, (a) Landlord will credit such payment against Additional Chargesdue from Tenant under this Lease for such service and (b) such payment to the Service Provider will not relieve Landlord from any obligation under this Leaseconcerning the provisions of such service. - 97 -  8.25 Time of the Essence . Time shall be of the essence with respect to all deadlines and time periods set forth in this Lease for the exerciseof rights under this Lease. 8.26 Car Service Access to Building . Subject to all applicable Laws, the Rules and Regulations and such reasonable security procedures asmay from time to time be promulgated by Landlord, Tenant shall have the non-exclusive right to use a curb space location to be designated by Landlord at or nearthe 34 th Street Building lobby for the pick-up and drop-off of its officers, employees and visitors by any car service company or drivers employed or hired byTenant. Only Tenant and other Permitted Users may use such curb space, and Tenant is expressly prohibited from licensing or otherwise assigning, in whole or inpart, the use thereof to any other entity, except in connection with a permitted assignment of Tenant’s interest in this Lease. ARTICLE 9 Renewal Right 9.01 Renewal Right . (a) Provided that (A) on the date Tenant exercises the First Renewal Option and at the commencement of the FirstRenewal Term (i) this Lease has not been terminated, (ii) Tenant occupies at least 1 full floor of the Building and (iii) Tenant is an Intercept Tenant or an assigneeof Tenant’s interest in this Lease in accordance with the terms hereof, and (B) on the date Tenant exercises the First Renewal Option Tenant is not in monetary ormaterial non-monetary default under this Lease beyond applicable notice and cure periods, Tenant shall have the option (the “ First Renewal Option ”) to extendthe initial Term of this Lease, at Tenant’s sole discretion as indicated by Tenant in the First Renewal Notice, for either an additional (x) 10 year period (the “ TenYear Renewal Term ”) or (y) 5 year period (the “ First Five Year Renewal Term ”), to commence at the expiration of the initial Term. (b) The First Renewal Option shall be exercised with respect to a Renewal Premises only and shall be exercisable by Tenantgiving notice to Landlord (the “ Renewal Notice ”) at least 16 months before the last day of the initial Term. Tenant shall specify in the First Renewal Noticewhether Tenant elects the Ten Year Renewal Term or the First Five Year Renewal Term (failing which Tenant shall have been deemed to have elected the TenYear Renewal Term). Time is of the essence with respect to the giving of the First Renewal Notice. (c) Provided that (A) Tenant exercised the First Renewal Option for the First Five Year Renewal Term, (B) on the date Tenantexercises the Second Renewal Option and at the commencement of the Second Renewal Term (i) this Lease has not been terminated, (ii) Tenant occupies at least 1full floor of the Building and (iii) Tenant is an Intercept Tenant or an assignee of Tenant’s interest in this Lease in accordance with the terms hereof, and (C) on thedate Tenant exercises the Second Renewal Option Tenant is not in monetary or material non-monetary default under this Lease beyond applicable notice and cureperiods, Tenant shall have the option (the “ Second Renewal Option ”; the First Renewal Option and Second Renewal Option are each a “ Renewal Option ”) toextend the term of this Lease for an additional 5 year period (the “ Second Renewal Term ”; the First Five Year Renewal Term, the Second Renewal Term and theTen Year Renewal Term are each a “ Renewal Term ”), to commence at the expiration of the First Five Year Renewal Term. For the avoidance of doubt, if Tenantelected or is deemed to have elected the Ten Year Renewal Option for the First Renewal Option, then Tenant shall not have the right to the Second RenewalOption. - 98 -  (d) The Second Renewal Option shall be exercised with respect to a Renewal Premises only and shall be exercisable by Tenantgiving notice to Landlord (the “ Second Renewal Notice ”) at least 16 months before the last day of the First Five Year Renewal Term. Time is of the essence withrespect to the giving of the Second Renewal Notice. (e) Each Renewal Option shall be exercised with respect to space selected by Tenant and designated in the applicable RenewalNotice (the space as to which Tenant exercises (or is deemed to have exercised) the Renewal Option pursuant to this Section 9.01 is called the “ Renewal Premises”); provided, that Tenant shall only have the right to designate as the Renewal Premises either: (i) the entire Premises demised by this Lease as of the date on which Tenant gives the applicable Renewal Notice; or (ii) a portion of the Premises demised by this Lease as of the date on which Tenant gives the applicable Renewal Noticeconsisting of 1 or more contiguous full floors of the then Premises starting, at Tenant’s option, with either the highest or lowest office floor of the largestcontiguous block of floors in the Building then leased by Tenant. If Tenant fails in any Renewal Notice to designate the Renewal Premises, then the Renewal Premises shall be deemed to be the entire Premisesdemised by this Lease as of the date on which Tenant gives such Renewal Notice. 9.02 Renewal Rent and Other Terms . (a) Each Renewal Term shall be upon all of the terms and conditions set forth in this Lease, exceptthat (i) the Fixed Rent shall be as determined pursuant to the further provisions of this Section 9.02 ; (ii) Tenant shall accept the Renewal Premises in its “as is”condition at the commencement of applicable Renewal Term subject, however, to Landlord’s ongoing maintenance and repair obligations expressly set forth in thisLease, and, except as provided in clause (xi) below, Landlord shall not be required to perform any work, to pay the Work Allowance or any other amount or torender any services to make the Premises ready for Tenant’s use and occupancy or to provide any abatement of Fixed Rent or Additional Charges, in each casewith respect to the applicable Renewal Term; (iii) Tenant shall have no option to renew this Lease beyond the expiration of the Ten Year Renewal Term or theSecond Renewal Term, as applicable; (iv) the Base PILOT Amount shall be the PILOT Amount for the Tax Year ending immediately before the commencement ofthe applicable Renewal Term (or, if the PILOT Cessation Date shall have occurred, the Base PILOT Amount shall be the Taxes for the Tax Year endingimmediately before the commencement of the applicable Renewal Term); (v) the Base Impositions Amount shall be the Impositions for the Tax Year endingimmediately before the commencement of the applicable Renewal Term; (vi) the Base Operating Amount shall be the Operating Expenses for the Operating Yearending immediately before the commencement of the applicable Renewal Term; (vii) all references in this Lease to the “Premises” shall be deemed to refer to theRenewal Premises; (viii) if the Renewal Premises consists of less than all of the then Premises, Tenant’s Share shall be proportionately reduced; (ix) if the RenewalPremises consists of less than all of the then Premises, then any space as to which this Lease is not being renewed shall be delivered to Landlord one day before thefirst day of the applicable Renewal Term vacant and free of any lien or encumbrance and otherwise in the condition required pursuant to this Lease (including,without limitation, Sections 4.03(c) and (d) ) as if such date were the expiration date of this Lease, (x) all references in this Lease to the Expiration Date shall bedeemed to mean the last day of the applicable Renewal Term and (xi) Tenant shall be entitled to any rent abatement and/or work allowance determined inaccordance with Section 9.02(b) below; it being agreed that any such work allowance will be provided to Tenant for Tenant’s Alterations to the Renewal Premisesin accordance with the provisions of Section 3.03 hereof, applied mutatis mutandis . - 99 -  (b) The annual Fixed Rent for the Renewal Premises for each Renewal Term shall be the Fair Market Rent for such RenewalTerm. “ Fair Market Rent ” means the fixed annual rent that a willing lessee would pay and a willing lessor would accept for the Renewal Premises during theapplicable Renewal Term, taking into account all relevant factors (including, without limitation, any rent abatement or work allowance to which Tenant may beentitled as determined in accordance with the further provisions of this clause (b) ). In conjunction with, and as a component of, the determination of Fair MarketRent, Landlord and Tenant may include the amount of any rent abatement or work allowance to which Tenant shall be entitled for the Renewal Premises, if any,based on the amount of any rent abatement or work allowance that a willing lessee and a willing lessor would accept for the Renewal Premises, taking into accountall relevant factors (including, without limitation, the amount of the Fair Market Rent and the terms set forth in Section 9.02(a) ). Each party shall indicate itsdetermination of the amount of any rent abatement and/or work allowance to which Tenant should be entitled in connection with the leasing of the RenewalPremises in Landlord’s Determination or Tenant’s Determination, as applicable. The Fair Market Rent shall be determined as of the date which is 120 days prior tothe commencement of the applicable Renewal Term. (c) If Tenant timely exercises a Renewal Option, Landlord and Tenant shall promptly commence and diligently and in good faithseek to establish the Fair Market Rent. If Landlord and Tenant are unable to agree (for any reason) upon the Fair Market Rent on or prior to the date that is 120days before the last day of the then Term, then the Fair Market Rent shall be determined by arbitration in the City of New York as set forth in Section 9.02(d) . (d) (i) Either Landlord or Tenant shall request JAMS (or, if JAMS is then no longer in effect, the Real Estate Board of New York)to appoint an arbitrator who shall be impartial and both parties shall be bound by any appointment so made. If JAMS (or the Real Estate Board of New York, asapplicable) shall fail to appoint an arbitrator within 30 days after such request is made, either Landlord or Tenant may apply to the Supreme Court, New YorkCounty to make such appointment. The arbitrator shall be an MAI appraiser or a licensed real estate broker having at least 15 years of experience in leasing of FirstClass Office Buildings. As soon as reasonably practicable after the appointment of the arbitrator, the arbitrator shall meet with Landlord and Tenant (the “ InitialMeeting ”). At the Initial Meeting, Landlord shall submit to the arbitrator its determination of the Fair Market Rent (“ Landlord’s Determination ”) in a sealedenvelope contemporaneously with Tenant’s submission to the arbitrator of its determination of the Fair Market Rent (“ Tenant’s Determination ”) in a sealedenvelope, whereupon the arbitrator shall open both envelopes. If one party shall be ready, willing and able to submit its determination of the Fair Market Rent atsuch Initial Meeting, but the other party shall fail to submit its determination of the Fair Market Rent at such Initial Meeting, then the party who is so ready, willingand able to submit its determination shall not be required to do so, and the Initial Meeting shall be rescheduled to a date which is not more than 3 Business Daysfollowing the Initial Meeting, at which rescheduled Initial Meeting the arbitrator shall open both envelopes. If the party that was not ready, willing and able tosubmit its determination of the Fair Market Rent at the Initial Meeting shall not submit its determination of the Fair Market Rent at such rescheduled meeting, thedetermination of the party that was ready, willing and able to submit its determination at the Initial Meeting shall constitute the Fair Market Rent. If Landlord’sDetermination and Tenant’s Determination are not the same, then the arbitrator shall set a hearing date for arbitration, which hearing shall not exceed two days andshall be scheduled to be held within 60 days after the Initial Meeting. - 100 -  (ii) There shall be no discovery in the arbitration. However, on reasonable notice to the other party, Tenant may inspectany portion of the Building relevant to its claims, and Landlord may inspect any portion of the space occupied by Tenant on the floors in issue. On orbefore the date that is 30 days prior to the scheduled hearing, the parties shall exchange opening written expert reports and opening written pre-hearingstatements. Opening written pre-hearing statements shall not exceed 20 pages in length. On or before the date that is two weeks prior to the hearing, theparties may exchange rebuttal written expert reports and rebuttal written pre-hearing statements. Rebuttal written pre-hearing statements shall not exceed10 pages in length. On or before the date that is 10 days prior to the hearing, the parties shall exchange written witness lists, including a brief statement asto the subject matter to be covered in the witnesses’ testimony, and submit the same contemporaneously to the arbitrator. On or before the date that is oneweek prior to the hearing, the parties shall exchange all documents which they intend to offer at the hearing. Other than rebuttal witnesses, only thewitnesses listed on the witness lists shall be allowed to testify at the hearings. Closing arguments shall be heard immediately following conclusion of alltestimony. The proceedings shall be recorded by stenographic means. Each party may present live witnesses and offer exhibits, and all witnesses shall besubject to cross-examination. The arbitrator shall conduct the two day hearing so as to provide each party with sufficient time to present its case, both ondirect and on rebuttal, and permit each party appropriate time for cross examination; provided , that the arbitrator shall not extend the hearing beyond twodays. Each party may, during its direct case, present evidence in support of its position and in opposition to the position of the opposing party. (iii) The arbitrator shall make a determination of the Fair Market Rent by selecting either the amount set forth inLandlord’s Determination or the amount set forth in Tenant’s Determination, whichever the arbitrator determines is closest to Fair Market Rent. Thearbitrator may not select any other amount as the Fair Market Rent. The fees and expenses of any arbitration pursuant to this Section 9.02(d) shall beborne by the parties equally, but each party shall bear the expense of its own attorneys and experts and the additional expenses of presenting its ownproof. The arbitrator shall not have the power to add to, modify or change any of the provisions of this Lease. After a determination has been made of theFair Market Rent, the parties shall execute and deliver an instrument setting forth the Fair Market Rent, but the failure to so execute and deliver any suchinstrument shall not effect the determination of Fair Market Rent. - 101 -  (e) If the final determination of Fair Market Rent shall not be made on or before the first day of the applicable Renewal Term,then, pending such final determination, Tenant shall pay, as Fixed Rent for such Renewal Term, an amount equal to Landlord’s Determination. If, based upon thefinal determination of the Fair Market Rent, the Fixed Rent payments made by Tenant for such portion of the Renewal Term were greater than the Fair MarketRent payable for the Renewal Term, Landlord shall credit the amount of such excess against future installments of Fixed Rent and/or Additional Charges payableby Tenant. ARTICLE 10 Intentionally Omitted ARTICLE 11 Right of First Offer 11.01 Offer Space Option . (a) As used herein: (i) “ Available ” means, as to any space, that such space is vacant and free of any present or future possessory right nowor hereafter existing in favor of any third party (including, without limitation, any space recaptured by Landlord from other tenants in the Building);provided , that any space that is not leased on the date of this Lease shall not be deemed Available unless and until such space is first leased to anothertenant and then again becomes Available. Anything to the contrary contained herein notwithstanding, Tenant’s right of first offer pursuant to this Section11.01 is subordinate to (A) any right of offer, right of first refusal, expansion right or similar right or option in favor of any third party existing as of thedate of this Lease (the “ Existing Superior Rights ”), (B) any expansion right or option in favor of any tenant of the Building (other than Tenant) which is(x) for specified space (provided that such specified space may include more than one option for various configurations, locations or amounts of space),(y) to be exercised on a fixed date or within a defined window of time and (z) set forth in a lease with a tenant of the Building, whether such right oroption is existing as of the date of this Lease or is entered into at any time hereafter and (C) Landlord’s right to renew or extend the term of any lease orsublease to another tenant or existing subtenant, as the case may be, whether or not pursuant to an option or right set forth in such other tenant’s lease orsublease. The Existing Superior Rights in effect on the date hereof are listed on Exhibit W attached hereto. Landlord agrees to reasonably promptlyprovide Tenant with a list of any superior rights described in the foregoing clauses (A) and (B) if Tenant requests same from Landlord in writing duringthe Term; provided, that Landlord shall not be obligated to provide same more than once per calendar year during the Term. - 102 -  (ii) “ Offer Period ” means the period commencing on the Effective Date to and including the date that is 5 years prior tothe Expiration Date (as the same may be extended pursuant to Article 9 of this Lease). (iii) “ Offer Space ” means the first full or partial floor of the Building to become Available that is serviced by theElevators and is not part of the Premises. (b) Provided (i) this Lease has not been terminated, (ii) Tenant is not in default under this Lease beyond applicable notice andcure periods, (iii) Tenant or an Intercept Tenant occupies at least 1 full floor of the Building and (iv) Tenant is an Intercept Tenant or an assignee of InterceptTenant’s interest in this Lease in accordance with the terms hereof, if at any time during the Offer Period any Offer Space either becomes, or Landlord reasonablyanticipates that within the next (x) if the Offer Space consists of more than 1 full floor, 17 months and (y) if the Offer Space consists of 1 full floor or less, 13months (but, in each case, not later than the last day of the Offer Period) such Offer Space will become, Available, Landlord shall give to Tenant notice (an “ OfferNotice ”) thereof, specifying (A) the rentable square footage of such Offer Space, (B) the date or estimated date that such Offer Space has or shall becomeAvailable (the “ Anticipated Offer Space Inclusion Date ”), (C) the condition in which Landlord is willing to lease such Offer Space, including, without limitation,any Base Building Work which Landlord is willing to perform and/or work allowance or contribution which Landlord is willing to make towards the cost ofTenant’s initial installation in such Offer Space and (D) such other matters as Landlord may deem appropriate for such Offer Notice. (c) Provided that on the date that Tenant exercises the Offer Space Option and on the applicable Offer Space Inclusion Date (i)this Lease has not been terminated, (ii) Tenant is not in default under this Lease beyond applicable notice and cure periods, (iii) Tenant occupies at least 1 full floorof the Building and (iv) Tenant is an Intercept Tenant, or an assignee of Intercept Tenant’s interest in this Lease in accordance with the terms hereof, Tenant shallhave the one-time option (the “ Offer Space Option ”), exercisable by notice (an “ Acceptance Notice ”) given to Landlord on or before the date that is 30 daysafter the date the Offer Notice was given (time being of the essence) to include (all but not less than all of) the applicable Offer Space in the Premises. (d) If Tenant timely delivers the Acceptance Notice, then, on the date on which Landlord delivers vacant possession of theapplicable Offer Space to Tenant in the condition specified in the Offer Notice (the “ Offer Space Inclusion Date ”), such Offer Space shall become part of thePremises, upon all of the terms and conditions set forth in this Lease, except (i) Fixed Rent shall be increased by the Fair Offer Rent, (ii) Tenant’s Share withrespect to such Offer Space shall be calculated on the basis of the rentable square footage of such Offer Space set forth in the applicable Offer Notice, (iii) the BasePILOT Amount with respect to such Offer Space shall be the PILOT Amount payable by Landlord pursuant to the PILOT Agreement for the Tax Year endingimmediately prior to Landlord’s delivery of the applicable Offer Notice (or, if the PILOT Cessation Date shall have occurred, the Base PILOT Amount shall be theTaxes for the Tax Year ending immediately prior to Landlord’s delivery of the applicable Offer Notice), (iv) the Base Impositions Amount with respect to suchOffer Space shall be the Impositions for the Tax Year ending immediately prior to Landlord’s delivery of the applicable Offer Notice, (v) the Base OperatingAmount with respect to such Offer Space shall be the Operating Expenses for the Operating Year ending immediately prior to Landlord’s delivery of the applicableOffer Notice, (vi) Tenant shall be entitled to any rent abatement and/or work allowance determined in accordance with Section 11.01(e) below; it being agreed thatany such work allowance will be provided to Tenant for Tenant’s Alterations to such Offer Space to prepare the same for initial occupancy in accordance with theprovisions of Section 3.03 hereof, applied mutatis mutandis , (vii) other than as expressly set forth in this Section 11.01(d) , Landlord shall not be required toperform any work, to pay any other work allowance or any other amount, or to render any services to make the Building or such Offer Space ready for Tenant’suse or occupancy or to provide any abatement of Fixed Rent or Additional Charges, and Tenant shall accept such Offer Space in its “as is” condition on theapplicable Offer Space Inclusion Date and (viii) as may be otherwise set forth in the applicable Offer Notice. “ Fair Offer Rent ” means the fixed annual rent that awilling lessee would pay and a willing lessor would accept for the applicable Offer Space, taking into account all relevant factors. - 103 -  (e) If Tenant timely delivers the Acceptance Notice, the Fair Offer Rent shall be determined in accordance with Sections 9.02(c)and 9.02(d) hereof; provided , that (i) all references in said Section 9.02(d) to “Fair Market Rent” shall be deemed to refer to “Fair Offer Rent” and (ii) inconjunction with, and as a component of, the determination of the Fair Offer Rent, Landlord and Tenant shall establish the amount of any rent abatement or workallowance to which Tenant shall be entitled for the applicable Offer Space, if any, based on the amount of any rent abatement or work allowance that a willinglessee and a willing lessor would accept for such Offer Space, taking into account all relevant factors (including, without limitation, the amount of the Fair OfferRent and the terms set forth in Section 11.01(d) ). Each party shall indicate its determination of the amount of any rent abatement and/or work allowance to whichTenant should be entitled in connection with the leasing of the applicable Offer Space in Landlord’s Determination or Tenant’s Determination, as applicable. If theFair Offer Rent has not been finally determined in accordance with Section 11.01(e) on or before the applicable Offer Space Inclusion Date, then pending suchdetermination, Tenant shall pay as Fixed Rent for the applicable Offer Space the Fair Offer Rent as determined by Landlord. If, based on the final determination ofFair Offer Rent, the Fixed Rent payments made by Tenant for the applicable Offer Space were greater than the Fair Offer Rent, Landlord shall credit the amount ofsuch excess against future installments of Fixed Rent and/ or Additional Charges payable by Tenant under this Lease. (f) If Landlord is unable to deliver possession of any Offer Space to Tenant for any reason on or before the Anticipated OfferSpace Inclusion Date, the applicable Offer Space Inclusion Date shall be the date on which Landlord is able to so deliver possession and Landlord shall have noliability to Tenant therefor and this Lease shall not in any way be impaired; provided, that if Landlord is unable to deliver possession of the Offer Space in questionto Tenant on or prior to the date which is 270 days after the Anticipated Offer Space Inclusion Date (as such date shall be extended on a day for day basis for eachday of Tenant Delay and Unavoidable Delay), then, as Tenant’s sole and exclusive remedy therefor, Tenant may thereafter cancel the Acceptance Notice by givingnotice to Landlord not more than 30 days after the Anticipated Offer Space Inclusion Date (as such date may be so extended) and, if the Offer Space Inclusion Dateshall not occur on or before the 30th day after the date Tenant gives such notice of termination, then upon such 30th day, the Acceptance Notice shall be deemedcanceled and terminated and neither party shall have any further liabilities or obligations to the other with respect to the Acceptance Notice. Notwithstanding theforegoing, Landlord shall use commercially reasonable efforts to deliver possession of the Offer Space to Tenant on or before the Anticipated Offer SpaceInclusion Date, including the institution and prosecution of holdover or other appropriate proceedings against any occupant of the Offer Space. Landlord shallreasonably promptly inform Tenant of any delay in the Anticipated Offer Space Inclusion Date. This Section 11.01(f) constitutes “an express provision to thecontrary” within the meaning of Section 223-a of the New York Real Property Law and any other law of like import now or hereafter in effect. - 104 -  (g) If Tenant fails timely to give an Acceptance Notice, then (i) Landlord may enter into one or more leases of the Offer Space inquestion with third parties on such terms and conditions as Landlord shall determine, the Offer Space Option shall be null and void and of no further force andeffect and Landlord shall have no further obligation to offer any Offer Space to Tenant under this Section 11.01 , and (ii) Tenant shall, upon demand by Landlord,execute an instrument confirming Tenant’s waiver of, and extinguishing, the Offer Space Option, but the failure by Tenant to execute any such instrument shall notaffect the provisions of clause (i) of this Section 11.01(g) . (h) Promptly after the occurrence of any Offer Space Inclusion Date, Landlord and Tenant shall confirm the occurrence thereofand the inclusion of the applicable Offer Space in the Premises by executing an instrument reasonably satisfactory to Landlord and Tenant; provided, that failureby Landlord or Tenant to execute such instrument shall not affect the inclusion of such Offer Space in the Premises in accordance with this Section 11.01 . (i) Anything in this Lease to the contrary notwithstanding, the provisions of this Article 11 granting to Tenant the Offer SpaceOption shall be null and void and of no force or effect if (i) an Intercept Tenant or an assignee of Intercept Tenant’s interest in this Lease in accordance with theterms hereof is no longer the Tenant under this Lease or (ii) Tenant at any time fails to occupy at least 1 full floor of the Building. ARTICLE 12 Signage 12.01 Premises Signage . Subject to the provisions of Article 4 , Tenant shall have the right, at Tenant’s sole cost and expense, to displayTenant identification signage in the elevator lobby on any full floor of the Premises which Tenant leases; provided , that any such signage has been approved byLandlord (such approval not to be unreasonably withheld, conditioned, or delayed) and is in compliance with applicable Laws. Subject to the provisions of Article4 , Tenant shall have the right, at Tenant’s sole cost and expense, to display Tenant identification signage on any door to the Premises on any partial floor of thePremises which Tenant leases; provided , that any such signage is consistent with Landlord’s signage criteria, has been approved by Landlord (such approval not tobe unreasonably withheld, conditioned, or delayed) and is in compliance with applicable Laws. - 105 -  12.02 Other Tenant Lobby Signage . Provided that (1) Tenant is not in default under this Lease beyond applicable notice and cure periods,(2) an Intercept Tenant occupies at least 150,000 rentable square feet in the Building and (3) Tenant is an Intercept Tenant, then if at any time during the Term, atenant in the Building is granted rights to place signage inside the lobby entrance of the Building serving the Premises (the “ Lobby ”), then Tenant shall have theright, at Tenant’s sole cost and expense, to place identification signage comparable in size and location to that of such other tenant in the Lobby subject to theprovisions of Section 12.03 below; provided, that the location, size, content, materials and design of such identification signage shall be subject to Landlord’sapproval (such approval not to be unreasonably withheld, conditioned, or delayed), in compliance with applicable Laws and otherwise in accordance withLandlord’s signage criteria for the Lobby. All of Tenant’s rights pursuant to this Section 12.02 are personal to Intercept Tenant and in no event shall Tenant sell,assign, convey or otherwise transfer any such rights (in whole or in part) to any third party. 12.03 Signage Removal . Tenant covenants and agrees that on the expiration or sooner termination of the Term, Tenant, at its sole cost andexpense, shall promptly remove any sign or signs installed or displayed by or on behalf of Tenant pursuant to this Article 14 or otherwise, repair in good andworkmanlike manner all damage caused by such removal and restore the affected portion of the Building to the condition in which it existed prior to the installationof any such sign or signs. 12.04 Building Directory . If Landlord installs an electronic building directory in the Building, Tenant and Tenant’s Affiliates and anypermitted subtenants of Tenant shall be entitled, without charge (except to the extent Landlord incurs any costs in connection with such directory which areincludable in Operating Expenses pursuant to the provisions of Section 2.07 ), to be listed on such directory. 12.05 Naming . So long as (i) an Intercept Tenant is the Tenant under this Lease, (ii) Tenant is not then in default under this Lease beyondthe expiration of any applicable notice and/or cure period and (iii) an Intercept Tenant occupies at least 2 full floors in the Building, Landlord shall not name theBuilding for any person or entity other than in connection with a change in the name of the Hudson Yards Development Project. The “ Hudson Yards DevelopmentProject ” means the development project in the area known as “Hudson Yards” which is bounded by 33rd Street, 34th Street, 10th Avenue and Hudson Boulevard(a/k/a 50 Hudson Yards, New York, New York), the Eastern Rail Yards and the Western Rail Yards. - 106 -  ARTICLE 13 Terrace Space 13.01 Terrace Space . (a) Landlord shall, as part of Landlord’s Work, construct the Premises to include an outdoor terrace (the “ TerraceSpace ”) substantially similar to the drawing attached hereto as Exhibit AA on the 24th and 25th floors (collectively, the “ Terrace Space Floor ”) (subject to Lawsand structural and design considerations for the Building as determined by Landlord in its sole discretion); provided that (I) the rentable square footage of theTerrace Space and the portion of the floor of the Building that is left out immediately above the Terrace Space Floor in order to create the double height volume ofthe Terrace Space will be included in the Premises upon remeasurement thereof in accordance with Section 1.01 and (II) Tenant shall pay to Landlord asAdditional Charges, within 30 days after receipt of an invoice therefor, all reasonable incremental additional out-of-pocket costs incurred by Landlord as a result ofdesigning, engineering and constructing the Building and the Premises to include such Terrace Space, including any incremental out-of-pocket costs Landlord mayincur to provide appropriate structural support in any area of the Building which support would not be required if not for the inclusion of such Terrace Space (itbeing agreed that (1) Landlord’s incremental costs to include a standard outdoor terrace in the Building are currently estimated to be $1,100,000.00 per terrace and(2) Tenant shall be responsible for all reasonable incremental costs described in this clause (a) even if same are higher than the foregoing estimate). For theavoidance of doubt, the Terrace Space is a single terrace. (b) Notwithstanding anything to the contrary contained in this Lease, Tenant’s use of the Terrace Space shall be subject to thefollowing requirements: (i) Landlord shall not provide any of the Landlord Services set forth in Section 3.01 to the Terrace Space, (ii) any Alterations in or to theTerrace Space shall be deemed to be Alterations affecting the exterior of the Building and shall require Landlord’s approval in accordance with Section 4.02 , (iii)Tenant shall pay any additional or increased insurance premiums incurred by Landlord (as appropriately prorated among the tenants in the Building if more thanone tenant is using outdoor terrace space in the Building), and shall obtain and pay for any additional insurance coverage for the benefit of Landlord in suchamount and of such type as Landlord may reasonably require in connection with Tenant’s use of the Terrace Space, (iv) Tenant shall not cause any of Landlord’swarranties or guaranties with respect to the Terrace Space to be revoked, negated, impaired or limited as a result of Tenant’s Alterations to, or use or occupancy of,the Terrace Space; provided, that if Tenant’s use of (or Alteration to) the Terrace Space shall revoke, negate or in any manner impair or limit any such warranty orguaranty, then Tenant shall reimburse Landlord for any loss or damage sustained or costs or expenses incurred by Landlord as a result thereof, (v) if at any timeLandlord’s structural engineer recommends that there be structural reinforcement of the Terrace Space in connection with the Tenant’s use thereof, Landlord shallperform the same at Tenant’s expense, (vi) any equipment to be installed in or on the Terrace Space (x) may not have a height higher than the height of the top ofthe floor slab of the floor of the Building on which the Terrace Space is located, (y) shall not generate an ambient noise level greater than NC-40 within the interiorof the Building and (z) shall not emit any fumes into the interior of the Building, (vii) Tenant acknowledges that applicable Laws may limit the amount of space onthe terrace that may be occupied by Tenant and may impose additional restrictions on Tenants use of the Terrace Space and Landlord makes no representations toTenant about how much of the Terrace Space Tenant may be permitted to occupy and what other restrictions may be applicable to the use of the Terrace Spacepursuant to applicable Laws and (viii) Tenant’s use of the Terrace Space shall be conditioned upon Tenant or Tenant’s Affiliates or any permitted assignee orsubtenant occupying the entire Terrace Space Floor and the entire floor located directly above the Terrace Space Floor. (c) Tenant shall be permitted, at Tenant’s expense, to landscape the Terrace Space or any portion thereof; provided, that (i) suchlandscaping shall not result in any leakage of water beyond the Terrace Space and (ii) Tenant shall take all reasonable precautions, at Tenant’s expense, to preventany such leakage. - 107 -  [SIGNATURE PAGE FOLLOWS] - 108 -  IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the day and year first written above. Landlord:ONE HUDSON YARDS OWNER LLC By:/s/ Andrew Cantor Name: Andrew Cantor Title: Vice President Tenant:INTERCEPT PHARMACEUTICALS, INC. By:/s/ Mark Pruzanski Name: Mark Pruzanski Title: CEO Tenant’s Federal Tax I.D. No.:22-3868459 - 109 -  EXHIBIT A DESCRIPTION OF LAND - 1 -  EXHIBIT B-1 FLOOR PLANS These floor plans are annexed to and made a part of this Lease solely to indicate the Premises by outlining and diagonal marking. All areas, conditions, dimensionsand locations are approximate. - 1 -  EXHIBIT B-2 APPROXIMATE RENTABLE SQUARE FOOTAGE OF PREMISES The following rentable square footages are approximate and subject to final determination upon measurement in accordance with the provisions of the Lease. FLOOR APPROXIMATE RENTABLE SQUARE FOOTAGE 23rd Floor 28,427 24th Floor 28,427 25th Floor 28,427 TOTAL: 85,281 - 1 -  EXHIBIT C RULES AND REGULATIONS - 1 -  EXHIBIT D STANDARD CLEANING SPECIFICATIONS - 1 -  EXHIBIT E DELIVERY CONDITION - 1 -  EXHIBIT F HVAC SPECIFICATIONS - 1 -  EXHIBIT G ELEVATOR SPECIFICATIONS - 1 -  EXHIBIT H CHARGES FOR LANDLORD SERVICES AND PERSONNEL - 1 -  EXHIBIT I-1 TENANT DESIGN STANDARDS - 1 -  EXHIBIT I-2 CONSTRUCTION RULES - 1 -  EXHIBIT J INSURANCE MINIMUM COVERAGE AND LIMITS A. Insurance to be Maintained by Tenant Pursuant to Section 4.02(f) and Section 7.02 of the Lease (i) Workers Compensation Insurance: providing Statutory Benefits, as required by applicable Law, and Employer’s Liability Insurance. Coverage AStatutoryCoverage BEmployers LiabilityBodily Injury by Accident$1,000,000 Each AccidentBodily Injury by Disease$1,000,000 Policy LimitBodily Injury by Disease$1,000,000 each Employee (ii) Commercial General Liability : including Contractual Liability, Broad Form Property Damage, Personal and Advertising Injury Liability, Host Liquor LegalLiability, written on an occurrence form, with a combined single limit of no less than $1,000,000 each occurrence, and $2,000,000 general aggregate per policyperiod and Fire Damage Liability limit of not less than $100,000 any one fire, or such higher limits as the Landlord may from time to time request. The policy willbe on the then most current Insurance Services Office Commercial General Liability Coverage Form No. CG 0001, or its equivalent. Policy shall include coveragefor all “pollution” hazards usual to mold. (iii) Products and Completed Operations Liability : written on a claims made form, $1,000,000 each occurrence, and $1,000,000 aggregate, or such higherlimits as the Landlord may from time to time request (iv) Commercial Automobile Liability: including owned, hired, and non-owned coverage with a limit of liability of no less than $1,000,000 per occurrence. Suchpolicy shall include coverage for contractual liability. This coverage must include all automotive and truck equipment used in the performance of the work underthis Lease, and must include loading and unloading of same. (v) Umbrella Liability: shall be written on no less than a follow form basis (no more restrictive than the underlying Employer’s Liability, Commercial GeneralLiability and Commercial Automobile Liability) with a Limit of Liability of $10,000,000 per occurrence and in the aggregate, or such higher limits as Landlordmay from time to time request. (vi) Property Insurance: Property insurance shall be purchased, on an “All Risk” form of policy (including coverage for acts of terrorism), for all merchandise,equipment and other Tenant’s Property from time to time located in, on or about the Building and all Fixtures installed by or on behalf of Tenant, under a policy orpolicies in the amount of 100% of replacement cost without deduction for depreciation of such merchandise, equipment, other Tenant’s Property and Fixtures.Such policy or policies shall name Landlord and any Superior Mortgagees and Superior Lessors as loss payee as their interests may appear. Such property policy orpolicies shall include coverage for earthquake/earth movement, demolition and increased cost of construction due to a change in law or ordinance, sewer back-up,extra expense and expediting expense. - 1 -  (vii) Business Income Insurance: Business income insurance shall be purchased, (A) covering all risks required to be covered by the insurance provided forSection (vi) above; (B) in the aggregate amount, for a period of 12 months following the insured against peril, of one hundred percent (100%) of all fixed rent andadditional rent to be paid by Tenant hereunder; and (C) containing an extended period of indemnity endorsement which provides that after the physical loss toTenant’s Property and Fixtures has been repaired, the continued loss of income will be insured for 360 days or until such income returns to the same level it was atprior to the loss, notwithstanding that the policy may expire prior to the end of such period. (viii) Boiler and Machinery: (for Boiler and Machinery used exclusively by Tenant) At all times Tenant shall maintain boiler and machinery insurance on ablanket basis covering the sudden breakdown of all equipment, machinery and apparatus consisting of, but not limited to boilers, heating apparatus fired andunfired pressure vessels, air conditioning equipment, miscellaneous electrical apparatus and their appurtenant equipment in an amount not less than the fullreplacement or functional cost thereof. Such coverage shall include business income insurance (A) covering all risks required to be covered by the insuranceprovided for in Sections (v), (vi) and (vii) above; (B) in the aggregate amount, for a period of 12 months following the insured against peril, of one hundred percent(100%) of all fixed rent and additional rent to be paid by Tenant hereunder; and (C) containing an extended period of indemnity endorsement which provides thatafter the physical loss to Tenant’s Property and Fixtures has been repaired, the continued loss of income will be insured for 360 days or until such income returnsto the same level it was at prior to the loss, notwithstanding that the policy may expire prior to the end of such period. B. Insurance to be Maintained by Tenant’s Contractors Pursuant to Section 4.02(f) of the Lease Any contractor, subcontractor (of any tier), design consultant, sub-consultant (of any tier), and any other party performing work in the Building on behalf of Tenantis a “ Tenant’s Contractor ” for purposes of this Lease. (i) Insurance to be Maintained by Tenant’s Contractors (a) Workers Compensation Insurance: providing Statutory Benefits, as required by applicable state law and Employer’s Liability Insurance. Coverage AStatutoryCoverage BEmployers LiabilityBodily Injury by Accident$1,000,000 Each AccidentBodily Injury by Disease$1,000,000 Policy LimitBodily Injury by Disease$1,000,000 each Employee - 2 -  (b) Commercial General Liability : including Contractual Liability, Products and Completed Operations Liability (which may be a separate policy), Broad FormProperty Damage, Personal and Advertising Injury Liability, Host Liquor Legal Liability, written on an occurrence form, with a Combined Single Limit of no lessthan $ 1,000,000 each occurrence, and $2,000,000 general aggregate per project, per location and $2,000,000 Products Completed Operations aggregate, FireDamage Liability limit of not less than $100,000 any one fire, or such higher limits as the Landlord may from time to time request. The policy will be on the thenmost current Insurance Services Office Commercial General Liability Coverage Form No. CG 0001, or its equivalent. Policy shall include coverage for all“pollution” hazards usual to mold. (c) Commercial Automobile Liability: including owned, hired, and non-owned coverage with a Limit of Liability of no less than $1,000,000 per occurrence.Such policy shall include coverage for contractual liability. This coverage must include all automotive and truck equipment used in the performance of the workunder this Lease, and must include loading and unloading of same. (d) Umbrella Liability: shall be written on no less than a follow form basis (no more restrictive than the underlying Employer’s Liability, Commercial GeneralLiability and Commercial Automobile Liability) with a Limit of Liability of $5,000,000 per occurrence and in the aggregate (or $25,000,000 with respect to anyTenant’s Contractor performing structural work in the Building), or such higher limits as Landlord may from time to time request. (e) Builders Risk: Builders Risk shall be purchased (if not covered under Tenant’s property policies) on an All Risk Policy including “Soft Costs” form for allwork performed, in amounts not less than 100% of the full completed value of the work including materials and equipment stored on or about the job site, while intransit to the job site and while stored away from the job site. Policy shall include coverage for increased cost to repair or replace due to a change in law orordinance, earthquake, and flood. (ii) Insurance to be Maintained by any Tenant’s Contractor which is an Architect or Design Professional (a) Professional Liability: Shall be purchased by all Architects and Engineers for Professional Liability Errors and Omissions in an amount not less than$2,000,000 each claim and annual aggregate for the lead architect or consultant and $1,000,000 each claim and annual aggregate for all sub-consultants, per projectwith a maximum deductible of $10,000, including punitive damage coverage and contractual liability coverage, without limitations. The policy shall have aretroactive date that precedes the start of the design services. Such Errors & Omission policy shall be maintained in full force and effect for the lesser of 6 years orthe statute of limitations from the date the relevant work is completed. Any sub-consultant shall maintain Architects’ Errors and Omissions Professional Liabilitywhich is no more restrictive than the prime consultant’s policy. - 3 -  C. Requirements Applicable to All Insurance Required Pursuant to this Lease (i) Additional Insureds: The General Liability and Umbrella Liability policies required hereunder must name Landlord, The Related Companies L.P., OxfordHudson Yards LLC, Mitsui Fudosan America, Inc., MFA 55 HY LLC, 55 Hudson Yards Member LLC, any Superior Lessors, any Superior Mortgagees and any ofsuch entities’ subsidiaries, affiliates, directors, officers, members, managers, partners, agents, employees, and assignees, and such other entities hereafter as may bereasonably requested by Landlord (collectively, the “ Additional Insureds ”), as additional insureds. Coverage afforded to the Additional Insureds shall apply on aprimary basis. Tenant’s Contractors shall provide Endorsement form CG 20 10 11/85 (Form B) or its equivalent and must provide coverage within the Productsand Completed Operations coverage section. In the event Tenant and/or any of Tenant’s Contractors, maintains limits greater than set forth herein, Landlord and the then Additional Insureds shall be includedtherein as additional insureds to the fullest extent of all such insurance in accordance with all terms and provisions herein. (ii) Self Insured Retention: Tenant shall have the right to satisfy its insurance obligations under this Lease by means of self-insurance to the extent of all or part ofthe insurance required hereunder, but only so long as: (a) such self-insurance is permitted under all laws applicable to Tenant and/or the Property at the time inquestion; (b) such self-insurance is in compliance with any customary minimum insurance requirements imposed upon Landlord by Landlord's lender(s); (c)Tenant maintains a net worth (as shown by its financial statements audited in accordance with generally accepted accounting principles) of not less than OneHundred Million Dollars ($100,000,000.00); (d) unless such information is already generally available to the public, Tenant shall, not less than annually, provideLandlord an audited financial statement, prepared by an independent certified public accountant in accordance with generally accepted accounting principlesconsistently applied, showing the required net worth; and (e) such self-insurance provides for loss reserves that are actuarially derived in accordance with acceptedstandards of the insurance industry and accrued (i.e., charged against earnings) or otherwise funded. Any self-insured exposure shall be deemed to be an insuredrisk under this Lease. The beneficiaries of such insurance shall be afforded no less insurance protection than if such self-insured portion was fully insured by aninsurance company of the quality and caliber required hereunder (including, without limitation, the protection of a legal defense, by attorneys reasonablyacceptable to beneficiaries, and the payment of claims within the same time period that a third party insurance carrier of the quality and caliber otherwise requiredhereunder would have paid such claims). The waiver of subrogation provided for hereunder shall be applicable to any self-insured exposure. All self insuredretentions must be acceptable to and approved in writing by Landlord prior to use and the insurance required under this Lease must be maintained in excess of suchself- insurance retention. Any and all deductibles and/or self insured retentions for the insurance policies described in this Exhibit J shall be assumed by and for the account of Tenant or anyTenant’s Contractor, as applicable, at the sole risk and expense of such entity. (iii) Terrorism Coverage: All coverage required herein shall include coverage for certified acts of terrorism. - 4 -  EXHIBIT K APPROVED CONTRACTORS - 1 -  EXHIBIT L SECURITY SPECIFICATIONS - 1 -  EXHIBIT M-1 FORM OF SUPERIOR MORTGAGEE SNDA - 1 -  EXHIBIT M-2 FORM OF SUPERIOR LESSOR SNDA The Superior Lessor SNDA shall be in substantially the same form and content of Exhibit M-1 to the Lease, with reasonable and customary revisions to reflect thefact that the Superior Lessor SNDA relates to a Superior Lease as opposed to a Superior Mortgage. - 1 -  EXHIBIT M-3 FORM OF PILOT SNDA - 1 -  EXHIBIT N FORM OF CONFIDENTIALITY AGREEMENT - 1 -  EXHIBIT O FORM OF LETTER OF CREDIT - 1 -  EXHIBIT P LEED-RELATED REQUIREMENTS FOR ALTERATIONS - 1 -  EXHIBIT Q INTENTIONALLY OMITTED - 1 -  EXHIBIT R INTENTIONALLY OMITTED - 1 -  EXHIBIT S LOCATION OF CAPPED VALVED OUTLETS - 1 -  EXHIBIT T LIST OF BASE BUILDING DRAWINGS - 1 -  EXHIBIT U DESIGNATED SHAFT SPACE - 1 -  EXHIBIT V FORM OF LANDLORD’S NON-DISTURBANCE AGREEMENT - 1 -  EXHIBIT W EXISTING SUPERIOR RIGHTS - 1 -  EXHIBIT X RATED PARTITIONS AROUND BUILDING CORE - 1 -  EXHIBIT Y LIFE SAFETY SYSTEM - 1 -  EXHIBIT Z HOIST IMPACTED AREA - 1 -  EXHIBIT AA TERRACE SPACE - 1 -  Exhibit 12.1 CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES We did not record earnings for the years ended December 31, 2016, 2015, 2014, 2013 or 2012. Accordingly, our earnings were inadequate to cover fixedcharges for each period. The amount of the deficiency by which our earnings did not cover our fixed charges for each such period is disclosed in the table below. Years Ended December 31, 2016 2015 2014 2013 2012 (in thousands) Deficiency $(412,830) $(226,429) $(283,226) $(67,792) $(43,643) For purposes of calculating the ration of earnings to fixed charges, earnings are calculated as follows: (i) adding (a) pretax income (loss) from continuingoperations; (b) fixed charges; (c) amortization of capitalized interest: (d) distributed income of equity investees; and (e) our share of pretax losses of equityinvestees for which charges arising from guarantees are included in fixed charges; and (ii) then subtracting from such sum (A) interest capitalized; and (B) any netincome attributable to non-controlling interests. Fixed charges are calculated as the sum of (1) interest costs (both expensed and capitalized); (2) amortization ofdebt expense and discount or premium relating to any indebtedness; and (3) that portion of rental expense that is representative of the interest factor. This information should be read in conjunction with our consolidated financial statements and the accompanying notes incorporated by reference in thisprospectus. Exhibit 21.1SUBSIDIARIES OF INTERCEPT PHARMACEUTICALS, INC.Intercept Italia S.r.l, an Italian entityIntercept Pharma Europe Ltd., a United Kingdom entityIntercept Pharma UK & Ireland Ltd, a United Kingdom entityIntercept Pharma Ltd, a United Kingdom entityIntercept Pharma Canada, Inc., a Canadian entityIntercept Pharma Switzerland GmbH, a Swiss entityIntercept Pharma Deutschland GmbH, a German entityIntercept Pharma France SAS, a French entityIntercept Pharma Austria GmbH, an Austrian entityIntercept Pharma Spain, S.L.U., a Spanish entityIntercept Pharma Portugal Unipessoal Lda., a Portuguese entityIntercept Pharma Danmark ApS, a Danish entityIntercept Pharma Nederland B.V., a Dutch entityExhibit 23.1Consent of Independent Registered Public Accounting FirmThe Board of Directors Intercept Pharmaceuticals, Inc.:We consent to the incorporation by reference in the registration statements on Form S-8 (No. 333-184810, No. 333-188064, andNo. 333-206247) and Form S-3 (No. 333-194974) of our report dated March 1, 2017 with respect to the consolidated balance sheets ofIntercept Pharmaceuticals, Inc. and subsidiaries as of December 31, 2016 and 2015, and the related consolidated statements ofoperations, comprehensive loss, changes in stockholders’ equity, and cash flows for each of the years in the three-year period endedDecember 31, 2016, and the effectiveness of internal control over financial reporting as of December 31, 2016, which reports appear inthe December 31, 2016 annual report on Form 10-K of Intercept Pharmaceuticals, Inc./s/ KPMG LLP New York, New York March 1, 2017Exhibit 31.1CERTIFICATIONS UNDER SECTION 302I, Mark Pruzanski, M.D., certify that:1.I have reviewed this Annual Report on Form 10-K of Intercept Pharmaceuticals, Inc.;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances under which such statements were made, not misleadingwith respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periodspresented in this report;4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (asdefined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed underour supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, ismade known to us by others within those entities, particularly during the period in which this report is being prepared;b)designed such internal control over financial reporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generally accepted accounting principles;c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; andd)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or personsperforming the equivalent functions):a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reportingwhich are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financialinformation; andb)any fraud, whether or not material, that involves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.Date: March 1, 2017 /s/ Mark Pruzanski Mark Pruzanski, M.D. President and Chief Executive Officer (Principal Executive Officer) Exhibit 31.2CERTIFICATIONS UNDER SECTION 302I, Sandip Kapadia, certify that:1.I have reviewed this Annual Report on Form 10-K of Intercept Pharmaceuticals, Inc.;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances under which such statements were made, not misleadingwith respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periodspresented in this report;4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (asdefined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed underour supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, ismade known to us by others within those entities, particularly during the period in which this report is being prepared;b)designed such internal control over financial reporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generally accepted accounting principles;c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; andd)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or personsperforming the equivalent functions):a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reportingwhich are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financialinformation; andb)any fraud, whether or not material, that involves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.Date: March 1, 2017 /s/ Sandip Kapadia Sandip Kapadia Chief Financial Officer (Principal Financial and Accounting Officer) Exhibit 32CERTIFICATIONS UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, UnitedStates Code), each of the undersigned officers of Intercept Pharmaceuticals, Inc., a Delaware corporation (the “Company”), doeshereby certify, to such officer’s knowledge, that:The Annual Report for the year ended December 31, 2016 (the “Form 10-K”) of the Company fully complies with therequirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-K fairlypresents, in all material respects, the financial condition and results of operations of the Company. Dated: March 1, 2017 /s/ Mark Pruzanski Mark Pruzanski, M.D. President and Chief Executive Officer (Principal Executive Officer)Dated: March 1, 2017 /s/ Sandip Kapadia Sandip Kapadia Chief Financial Officer (Principal Financial and Accounting Officer)

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