SECURITIES AND EXCHANGE COMMISSION
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Item 1.02. Termination of a Material Definitive Agreement.
On October 25, 2019, Intercept Pharmaceuticals, Inc. (the “Company”) and Sumitomo Dainippon Pharma Co., Ltd. (“Sumitomo Dainippon”) mutually agreed to terminate with immediate effect that certain exclusive license agreement entered into by the parties on March 29, 2011, as amended on June 8, 2011, September 16, 2011 and February 13, 2018 (collectively, the “Sumitomo Agreement”). In connection with the termination of the Sumitomo Agreement, Sumitomo Dainippon agreed to return to the Company the rights to develop and commercialize obeticholic acid (“OCA”) in China and the Company agreed to forego any further milestone or royalty payments relating to the development and commercialization of OCA in China. No payment is due from the Company to Sumitomo Dainippon as a result of the termination of the Sumitomo Agreement.
A summary of the terms and conditions of the Sumitomo Agreement is included in the first paragraph under Note 4 to the Company's condensed consolidated financial statements included in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2019, which summary is incorporated herein by reference and qualified in its entirety by reference to the Sumitomo Agreement, available under the Exhibit Index in the Company’s Annual Report on 10-K for the fiscal year ended December 31, 2018.
The foregoing description is qualified in its entirety by reference to the full text of the letter agreement dated October 25, 2019, between the Company and Sumitomo Dainippon, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2019.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|INTERCEPT PHARMACEUTICALS, INC.|
|By:||/s/ Ryan T. Sullivan|
|Name: Ryan T. Sullivan|
|Title: General Counsel and Secretary|
Date: October 28, 2019