Intercept Pharmaceuticals (ICPT) 10-Q 9 Nov 16 2016 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Oct. 31, 2016
Document and Entity Information [Abstract]
Entity Registrant Name	INTERCEPT PHARMACEUTICALS INC
Entity Central Index Key	1,270,073
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Trading Symbol	icpt
Entity Common Stock, Shares Outstanding		24,808,777
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2016
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,016

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 105,216	$ 32,742
Investment securities, available-for-sale	674,743	595,313
Prepaid expenses and other current assets	14,622	13,638
Total current assets	794,581	641,693
Fixed assets, net	11,865	10,047
Security deposits	5,821	4,018
Total assets	812,267	655,758
Current liabilities:
Accounts payable, accrued expenses and other liabilities	46,854	45,591
Short-term interest payable	3,738
Short-term portion of deferred revenue	3,935	1,782
Total current liabilities	54,527	47,373
Long-term liabilities:
Long-term debt	337,898
Long-term portion of deferred revenue	4,899	6,236
Total liabilities	397,324	53,609
Stockholders' equity:
Common stock par value $0.001 per share; 45,000,000 and 35,000,000 shares authorized; 24,790,952 and 24,391,430 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively.	25	24
Additional paid-in capital	1,406,260	1,300,008
Accumulated other comprehensive loss, net	(2,924)	(2,253)
Accumulated deficit	(988,418)	(695,630)
Total stockholders' equity	414,943	602,149
Total liabilities and stockholders' equity	$ 812,267	$ 655,758

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2016	Dec. 31, 2015
Statement Of Financial Position [Abstract]
Common stock, authorized	45,000,000	35,000,000
Common stock, shares, issued	24,790,952	24,391,430
Common stock, shares, outstanding	24,790,952	24,391,430
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income Statement [Abstract]
Product revenue, net	$ 4,732		$ 4,807
Licensing revenue	445	$ 445	6,336	$ 2,336
Total revenue	5,177	445	11,143	2,336
Operating expenses:
Research and development	43,838	27,487	122,592	83,747
Selling, general and administrative	44,375	24,742	177,082	58,854
Total operating expenses	88,213	52,229	299,674	142,601
Operating loss	(83,036)	(51,784)	(288,531)	(140,265)
Other income (expense):
Interest expense	(7,065)		(7,065)
Other income, net	1,286	889	2,807	2,090
Total other income (expense)	(5,779)	889	(4,258)	2,090
Net loss	$ (88,815)	$ (50,895)	$ (292,789)	$ (138,175)
Net Loss Per Share [Abstract]
Net loss per share, basic and diluted (in dollars per share)	$ (3.59)	$ (2.10)	$ (11.90)	$ (5.89)
Weighted average shares outstanding, basic and diluted	24,738	24,215	24,614	23,472

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Comprehensive Loss:
Net loss	$ (88,815)	$ (50,895)	$ (292,789)	$ (138,175)
Unrealized holding losses arising during the period	(1,073)	(25)	966	(707)
Reclassification for recognized gains (losses) on marketable investment securities during the period			(52)	2
Net unrealized losses on marketable investment securities	(1,073)	(25)	914	(705)
Foreign currency translation adjustments	(691)	(690)	(1,585)	(514)
Comprehensive loss	$ (90,579)	$ (51,610)	$ (293,460)	$ (139,394)

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Cash flows from operating activities:
Net loss	$ (292,789)	$ (138,175)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation	27,041	22,038
Depreciation	2,187	1,059
Realized gain on investments	52
Amortization of deferred financing costs	326
Accretion of debt discount	3,001
Amortization of investment premium	3,736	4,517
Changes in operating assets:
Prepaid expenses and other current assets	(984)	(727)
Security deposits	(1,803)	(1,532)
Changes in operating liabilities:
Accounts payable, accrued expenses, and other current liabilities	1,699	16,942
Interest payable	3,738
Deferred revenue	817	(1,336)
Net cash used in operating activities	(252,979)	(97,214)
Cash flows from investing activities:
Purchases of investment securities	(443,323)	(559,928)
Sales of investment securities	361,019	151,053
Purchases of equipment, leasehold improvements, and furniture and fixtures	(4,005)	(5,414)
Net cash used in investing activities	(86,309)	(414,289)
Cash flows from financing activities:
Proceeds from issuance of stock offerings, net of issuance costs		558,756
Payments for capped call transactions and associated costs	(38,364)
Proceeds from issuance of Convertible Notes, net of issuance costs	447,715
Proceeds from exercise of options	4,429	5,595
Net cash provided by financing activities	413,780	564,351
Effect of exchange rate changes	(2,018)	(514)
Net increase in cash and cash equivalents	72,474	52,334
Cash and cash equivalents - beginning of period	32,742	20,023
Cash and cash equivalents - end of period	$ 105,216	$ 72,357

Overview of Business

Overview of Business	9 Months Ended
	Sep. 30, 2016
Nature of Business and Basis of Presentation [Abstract]
Nature of Business and Basis of Presentation	TM  1. INTERCEPT PHARMACEUTICALS, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) Overview of Business  Intercept Pharmaceuticals, Inc. (“Intercept” or the “Company”) is a biopharmaceutical company focused on the development and commercialization 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.  Basis of Presentation  The Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany accounts and transactions have been eliminated. Certain information that is normally required by U.S. GAAP has been condensed or omitted in accordance with rules and regulations of the Securities and Exchange Commission (“SEC”). Operating results for the three and nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for any future period or for the year ending December 31, 2016.  These unaudited condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and the notes thereto for the year ended December 31, 2015, included in the Company’s 2015 Annual Report on Form 10-K filed with the SEC.  Use of Estimates  The preparation of these financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, expenses, revenues and related disclosures. Significant estimates include: cl inical trial accruals, revenues and share-based compensation expense. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results may differ from those estimates or assumptions.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2016
Summary of Significant Accounting Policies [Abstract]
Summary of Significant Accounting Policies	  2. Summary of Significant Accounting Policies  The Company’s significant accounting policies are described in Note 3 to the Consolidated Financial Statements included in the Company’s 2015 Annual Report on Form 10-K filed with the SEC .  Revenue Recognition Product Revenue, Net Revenue is recognized when the four basic criteria of revenue recognition are met: (1) persuasive evidence that an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. When the revenue recognition criteria are not met, we defer the recognition of revenue by recording deferred revenue 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 specialty pharmacies 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 expiration date. Given the Company’s limited sales history for Ocaliva and the inherent uncertainties in estimating product returns, the Company has determined that the shipments of Ocaliva made to its customers thus far do not meet the criteria for revenue recognition at the time of shipment. Accordingly, the Company recognizes revenue when the product is sold through by its customers, provided all other revenue recognition criteria are met. The Company invoices its customers upon shipment of Ocaliva to them and records accounts receivable, with a corresponding liability for deferred revenue equal to the gross invoice price. The Company then recognizes revenue when Ocaliva is sold through as specialty pharmacies dispense product directly to the patients. The Company recognized net sales of Ocaliva for the three and nine months ended September 30, 2016 of $4.7 million and $4.8 million, respectively. The Company also recorded $2.2 million in deferred revenues recorded in short-term portion of deferred revenue on its balance sheet, which represents product shipped to distributors, but not sold through as of September 30, 2016. The Company has written contracts with each of its customers and delivery occurs when the customer receives Ocaliva. The Company evaluates the creditworthiness of each of its customers to determine whether collection is reasonably assured. In order to conclude that the price is fixed and determinable, the Company must be able to (i) calculate its gross product revenues from the sales to its customers and (ii) reasonably estimate its net product revenues. The Company calculates gross product revenues based on the wholesale acquisition cost that the Company charges its customers for Ocaliva. The Company estimates its net product revenues by deducting 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 costs of incentives offered to certain indirect customers including patients. Trade Allowances The Company provides invoice discounts on Ocaliva sales to certain of its customers for prompt payment and records these discounts as a reduction to gross product revenues. These discounts are based on contractual terms. Rebates and Discounts The Company contracts with Centers for Medicare & Medicaid Services (“CMS”) and other government agencies to make Ocaliva available to eligible patients. As a result, the Company estimates any rebates and discounts and deducts these estimated amounts from its gross product revenues at the time the revenues are recognized. The Company’s estimates of rebates and discounts are based on the government mandated discounts, which are statutorily-defined and applicable to these government funded programs. These estimates are recorded in accrued liabilities on the condensed consolidated balance sheet. Other Incentives Other incentives that the Company offers to indirect customers include co-pay assistance cards provided by the Company for PBC patients whom reside in states that permit co-pay assistance programs. The Company’s co-pay assistance program is intended to reduce each participating patient’s portion of the financial responsibility for Ocaliva purchase price to a specified dollar amount. The Company estimates each period the amount of co-pay assistance provided to eligible patients based on the terms of the program when product is dispensed by the specialty pharmacies to the patients. These estimates are based on redemption information provided by third party claims processing organizations and are recorded in accrued liabilities on the condensed consolidated balance sheet.  Convertible Senior Notes The Company’s 3.25% convertible senior notes due 2023 (the “Convertible Notes”) are accounted for in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) 470, formerly FSP APB 14-1, Accounting for Convertible Debt Instruments That May be Settled in Cash upon Conversion (Including Partial Cash Settlement). ASC Subtopic 470-20 requires the issuer of convertible debt that may be settled in shares or cash upon conversion at the issuer's option, such as these notes, to account for the liability (debt) and equity (conversion option) components separately. The value assigned to the debt component is the estimated fair value, as of the issuance date, of a similar debt instrument without the conversion option. The amount of the equity component (and resulting debt discount) is calculated by deducting the fair value of the liability component from the principal amount of the convertible debt instrument. The resulting debt discount is amortized as additional non-cash interest expense over the expected life of the 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 Note 6 – Long-Term Debt. 

Significant Agreements

Significant Agreements	9 Months Ended
	Sep. 30, 2016
Significant Agreements [Abstract]
Significant Agreements	  3. Significant Agreements Sumitomo Dainippon Pharma Co, Ltd. (Sumitomo Dainippon) In March 2011, the Company entered into an exclusive license agreement with Sumitomo Dainippon to research, develop and commercialize OCA as a therapeutic for the treatment of PBC, and NASH in Japan and China (excluding Taiwan). Under the terms of the license agreement, the Company received an up-front payment from Sumitomo Dainippon of $15.0 million and may be eligible to receive additional milestone payments of up to an aggregate of approximately $30.0 million in development milestones based on the initiation or completion of clinical trials, $70.0 million in regulatory approval milestones and $200.0 million in sales milestones. The regulatory approval milestones include $15.0 million for receiving marketing approval of OCA for NASH in Japan, $10.0 million for receiving marketing approval of OCA for NASH in China, and $5.0 million for receiving marketing approval of OCA for PBC in the United States, which was achieved upon the FDA approval of Ocaliva for the treatment of PBC in May 2016. As of September 30, 2016, the Company had achieved $6.3 million of the development milestones under its collaboration agreement with Sumitomo Dainippon. The sales milestones are based on aggregate sales amounts of OCA in the Sumitomo Dainippon territory and include $5.0 million for achieving net sales of $50.0 million, $10.0 million for achieving net sales of $100.0 million, $20.0 million for achieving net sales of $200.0 million, $40.0 million for achieving net sales of $400.0 million and $120.0 million for achieving net sales of $1.2 billion. The Company has determined that each potential future development, regulatory and sales milestone is substantive. In May 2014, Sumitomo Dainippon exercised its option under the license agreement to add Korea as part of its licensed territories and paid the Company a $1.0 million up-front fee. Sumitomo Dainippon has the option to add several other Asian countries to its territory to pursue OCA for additional indications. Sumitomo Dainippon will be responsible for the costs of developing and commercializing OCA in its territories. Sumitomo Dainippon is also required to make royalty payments ranging from the tens to the twenties in percent based on net sales of OCA products in the Sumitomo Dainippon territory. The Company evaluated the license agreement with Sumitomo Dainippon and determined that it is a revenue arrangement with multiple deliverables, or performance obligations. The Company’s substantive performance obligations under this license include an exclusive license to its technology, technical and scientific support to the development plan and participation on a joint steering committee. The Company determined that these performance obligations represent a single unit of accounting, since, initially, the license does not have stand-alone value to Sumitomo Dainippon without the Company’s technical expertise and steering committee participation during the development of OCA. This development period is currently estimated as continuing through June 2020 and, as such, the up-front payment and payments made in respect of the Korea option are being recognized ratably over this period. During the three months ended September 30, 2016 and 2015, the Company recorded licensing revenue of approximately $0.4 million, respectively, and during the nine months ended September 30, 2016 and 2015, the Company recorded revenue of approximately $6.3 million and $2.3 million, respectively. Leases In January 2016, Intercept Pharma Europe Ltd. (“IPEL”), a wholly owned subsidiary of the Company, entered into an underlease with Performing Right Society, Ltd., for additional office space in the King’s Cross area of London, United Kingdom. The Company is the guarantor to the underlease. The underlease provides IPEL with an additional 8,549 square feet of space. The lease term is anticipated to end in May 2024. The annual rent is approximately £ 726,665 , payable quarterly. IPEL is also required to pay value added tax (“VAT”) on the rent. IPEL will be responsible for a portion of the insurance, certain service charges and taxes for the building based on the floor area rented by them. As security for the underlease, IPEL has provided the landlord with a rent deposit in an amount equal to twelve months’ rent, plus applicable VAT. The underlease is subject to an “upwards only” open market rent review of the market rent with review to take place in June 2019. In February 2016, the Company entered into a sublease with Restoration Hardware, Inc. for additional office space in New York City. The sublease provides the Company with an additional 10,785 square feet of space. The lease term is anticipated to end in February 2021. The annual rent is approximately $1.0 million payable monthly. The Company is also responsible for its proportionate share of increases in operating expenses beginning January 2017 as well as its proportionate share of increases in real estate taxes over the average of the 2015/2016 and 2016/2017 fiscal years. As security for the sublease, the Company delivered a letter of credit in the amount of approximately $0.3 million in favor of the sublandlord. On July 19, 2016, the Company entered into an amendment to its lease agreement with Irvine Eastgate Office II LLC for additional office space in San Diego, California. The amendment provides the Company with an additional 11,177 square feet of space. The lease term is anticipated to end in September 2019. The rent for the first year will be approximately $254,832 and will gradually increase every twelve months throughout the lease term for the additional space. The Company will be responsible for a portion of the insurance, certain service charges and taxes for the building based on the floor area rented by the Company. The landlord provided the Company with an allowance of approximately $22,354 for improvements to the office space. Pursuant to the terms of the amendment, the Company provided the landlord with an additional letter of credit for $26,679 . Security for these leases is included on the condensed consolidated balance sheets in “Security Deposits.” Commercial Supply Agreement On August 12, 2016, IPEL and PharmaZell GMBH (“PharmaZell”), entered into a commercial manufacturing and supply agreement. Pursuant to the agreement, PharmaZell has agreed to manufacture and supply to IPEL and IPEL has agreed to purchase from PharmaZell a certain percentage of IPEL’s commercial requirements of active pharmaceutical ingredient (“API”) for use in Ocaliva. In addition, subject to certain regulatory events, IPEL has agreed to purchase a specified minimum quantity of API for delivery in 2017 and 2018. Subject to IPEL’s purchase obligations, IPEL has the right to enter into arrangements with one or more alternate sources for the commercial supply of API. The agreement provides for pricing for API structured on a tiered basis, with the price reduced as the volume of API ordered increases. The agreement has an initial term that runs through December 31, 2020, and is subject to two-year automatic renewal terms, unless either party provides notice of non-renewal at least 12 months prior to the end of the initial term or then-current renewal term. IPEL may terminate the agreement immediately with written notice upon the occurrence of certain regulatory events, or PharmaZell’s failure to meet certain quality standards, applicable laws or specified delivery obligations. Each party also has the right to terminate the agreement immediately upon written notice for other customary reasons such as material breach and bankruptcy. The agreement contains provisions relating to compliance by PharmaZell with current Good Manufacturing Practices and applicable laws, indemnification, confidentiality, intellectual property, dispute resolution and other customary matters for an agreement of this kind . Certain provisions of the agreement are subject to a quality agreement previously entered into by the parties. The Company has agreed to guarantee IPEL’s financial obligations under the agreement.

Financial Instruments

Financial Instruments	9 Months Ended
	Sep. 30, 2016
Financial Instruments [Abstract]
Financial Instruments	  4. Financial Instruments  Financial instruments that potentially subject the Company to concentrations of credit risk consist of marketable investment securities. The Company's portfolio of marketable investment securities is subject to concentration limits set within the Company's investment policy that help the Company believes will limit its credit exposure.  The following table summarizes the Company’s cash, cash equivalents and investments as of September 30, 2016 and December 31, 2015:   As of September 30, 2016  Gross Gross  Amortized Cost Unrealized Unrealized Fair Value  Gains Losses   (In thousands)  Cash and cash equivalents:  Cash and money market funds $ 105,219 $ - $ (3) $ 105,216  Investment securities:  U.S. government and agency securities 32,323 3 (4) 32,322  Commercial paper 70,074 - (142) 69,932  Corporate debt securities 573,331 69 (911) 572,489  Total investments 675,728 72 (1,057) 674,743  Total cash, cash equivalents and investments $ 780,947 $ 72 $ (1,060) $ 779,959        As of December 31, 2015  Gross Gross  Amortized Cost Unrealized Unrealized Fair Value  Gains Losses   (In thousands)  Cash and cash equivalents:  Cash and money market funds $ 32,742 $ - $ - $ 32,742  Investment securities:  Commercial paper 1,993 - (3) 1,990  U.S. government and agency securities 65,854 1 (182) 65,673  Corporate debt securities 529,368 2 (1,720) 527,650  Total investments 597,215 3 (1,905) 595,313  Total cash, cash equivalents and investments $ 629,957 $ 3 $ (1,905) $ 628,055  As of September 30, 2016, there were no marketable securities in a continuous unrealized loss position for more than twelve months.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2016
Fair Value Measurements [Abstract]
Fair Value Measurements	  5. Fair Value Measurements The 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 level hierarchy of valuation techniques used to measure fair value, defined as follows: · Level 1 - The fair value of an asset or liability is based on unadjusted quoted prices in active markets for identical assets or liabilities. · Level 2 - The fair value of an asset or liability is based on information derived from either an active market quoted price, which may require further adjustment based on the attributes of the financial asset or liability being measured, or an inactive market transaction. · Level 3 - The fair value of an asset or liability is primarily based on internally derived assumptions surrounding the timing and amount of expected cash flows for the financial instrument. Therefore, these assumptions are unobservable in either an active or inactive market. The Company considers an active market as one in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Conversely, the Company views an inactive market as one in which there are few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers. When appropriate, non-performance risk, or that of a counterparty, is considered in determining the fair values of liabilities and assets, respectively. The Company’s cash deposits and money market funds are classified within Level 1 of the fair value hierarchy because they are valued using bank balances or quoted market prices. Investments are classified as Level 2 instruments based on market pricing or other observable inputs. None of the Company’s investments are classified within Level 3 of the fair value hierarchy.  Financial assets and liabilities, carried at fair value are classified in the tables below in one of the three categories described above:          Fair Value Measurements Using  Total Level 1 Level 2 Level 3   (In thousands)  September 30, 2016  Assets:  Money market funds $ 39,356 $ 39,356 $ - $ -  Available for sale securities:  U.S. government and agency securities 32,322 - 32,322 -  Commercial paper 69,932 - 69,932 $ -  Corporate debt securities 572,489 - 572,489 -  Total financial assets: $ 714,099 $ 39,356 $ 674,743 $ -   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 $ -  The estimated fair value of marketable debt securities (commercial paper, corporate debt securities and U.S. government and agency securities), by contractual maturity, are as follows:       Fair Value as of  September 30, 2016 December 31, 2015   (In thousands)  Due in one year or less $ 415,106 $ 343,758  Due after 1 year through 2 years 259,637 251,555  Total investments in debt securities $ 674,743 $ 595,313  Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations without call or prepayment penalties.

Long-Term Debt

Long-Term Debt	9 Months Ended
	Sep. 30, 2016
Long-Term [Abstract]
Long-Term Debt	6. Long-Term Debt Debt, net of discounts and deferred financing costs, consists of the following:     September 30, December 31,  2016 2015  (In thousands)  Long-term debt $ 337,898 $ -  Less current portion - -  Long-term debt outstanding $ 337,898 $ -  On July 6 , 2016, the Company issued $460.0 million aggregate principal amount of the Convertible Notes. The Company received net proceeds of $447.7 million after deducting underwriting discounts and estimated offering expenses of approximately $12.3 million. The Company used approximately $38.4 million of the net proceeds from the offering to fund the payment of the cost of the capped call transactions that were entered into in connection 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 1 of each year, beginning on January 1, 2017. The Convertible Notes mature on July 1, 2023, unless earlier repurchased, redeemed or converted. The Convertible Notes are convertible at the option of holders, under certain circumstances and during certain periods, into cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election. The initial conversion rate of the Convertible Notes is 5.0358 shares of the Company’s common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $198.58 per share of the Company’s common stock. The conversion rate is subject to adjustment upon the occurrence of certain events. The Company may redeem for cash all or part of the Convertible Notes, at its option, on or after July 6, 2021 , under certain circumstances 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. The capped call transactions are expected generally to reduce the potential dilution upon conversion of the Convertible Notes in the 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 Convertible Notes, 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 of the capped call transactions. If, however, the market price per share of the Company’s common stock, as measured under the terms of the capped call transactions, exceeds the cap price of the capped call transactions, there would nevertheless be dilution upon conversion 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 liability component of the Convertible Notes. This resulted in the recognition of $334.6 million as the liability component of the Convertible Notes and the recognition of the residual $113.1 million as the debt discount with a corresponding increase to additional paid-in capital for the equity component of the Convertible Notes. Interest expense was $7.1 million for the three and nine months ended September 30, 2016 related to the Convertible Notes. Accrued interest on the Convertible Notes was approximately $3.7 million as of September 30, 2016. The Company recorded debt issuance costs of $12.3 million, which are being amortized using the effective interest method. As of September 30, 2016, $12.0 million of debt issuance costs are recorded on the unaudited condensed consolidated balance sheet in Long-Term Debt, in accordance with ASU 2015-03. As of September 30, 2016, the Company had outstanding borrowings of $460.0 million related to the Convertible Notes.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2016
Income Taxes [Abstract]
Income Taxes	  7. Income Taxes For the nine months ended September 30, 2016 and 2015, no income tax expense or benefit was recognized. The Company’s deferred tax assets are comprised primarily of net operating loss carryforwards (“NOLs”). The Company maintains a full valuation allowance on its deferred tax assets since it has not yet achieved sustained profitable operations. As a result, the Company has not recorded any income tax benefit since its inception. As of September 30, 2016 and December 31, 2015, the Company had NOLs for U.S. federal income tax purposes of $507.7 million and $454.4 million, respectively, which expire between 2024 and 2036 . The Company also has certain state and foreign NOLs in varying amounts depending on the different state and foreign tax laws. The U.S. federal NOLs include approximately $167.5 million and $151.0 million, respectively, of excess tax benefits related to stock-based payments that are not recognized as a deferred tax asset. The benefit of these deductions will be recognized through additional paid-in capital at the time the tax deduction results 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 due to previous ownership changes. Although the Company believes that these ownership changes have not resulted in material limitations on its ability to use these NOLs, its ability to utilize these NOLs may be limited due to future ownership changes or for other reasons. Additionally, tax laws limit the time during which NOLs and certain other tax attributes may be utilized against future taxes. As a result, the Company may not be able to take full advantage of its carryforwards for federal, state, and foreign tax purposes. 

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2016
Stockholders' Equity [Abstract]
Stockholders' Equity	  8. Stockholder’s Equity Common Stock  As of September 30, 2016 and December 31, 2015, the Company had 45,000,000 and 35,000,000 , respectively, authorized shares of common stock, $0.001 par value per share. At the 2016 annual meeting of stockholders held on July 19, 2016, the Company’s stockholders approved an amendment to the Company’s restated certificate of incorporation, as amended, to increase the number of authorized 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 pursuant to a registration statement on Form S-3. After underwriting discounts and commissions and offering expenses, the Company received net proceeds of approximately $191.6 million. In April 2015, the Company completed a public offering of 1,330,865 shares of its common stock pursuant to a registration statement on Form S-3. After underwriting discounts and commissions and offering expenses, the Company received net proceeds of approximately $367.1 million. Stock-Based Compensation The 2012 Equity Incentive Plan (“2012 Plan”) became effective upon the pricing of the Initial Public Offering in October 2012. At the same time, the 2003 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 restricted stock units (“RSUs ”) and restricted stock awards (“RSAs”) that have been granted under the 2012 Plan is determined utilizing the closing stock price on the date of grant.    The following table summarizes stock option activity during the nine months ended September 30, 2016:        Weighted  Number of Average  Options Exercise Price  (In thousands)  Outstanding, December 31, 2015 1,348 $ 108.49  Granted 465 $ 112.52  Exercised (164) $ 27.39  Expired (4) $ 138.48  Forfeited (51) $ 141.23  Outstanding, September 30, 2016 1,594 $ 116.87   Exercisable, September 30, 2016 749 $ 85.63       The following table summarizes the aggregate RSU and RSA activity during the nine months ended September 30, 2016:      Weighted  Number of Average Fair Aggregate  Awards Value Intrinsic Value  (In thousands) (In thousands)  Non-vested shares outstanding, December 31, 2015 193 $ 183.19 $ 28,849  Granted 292 $ 116.08 $ 48,060  Exercised (73) $ 159.10 $ (12,015)  Forfeited (24) $ 167.60 $ (3,950)  Non-vested shares outstanding, September 30, 2016 388 $ 138.22 $ 63,861  As of September 30, 2016, there was $47.1 million of unrecognized compensation expense related to unvested RSUs and RSAs, which is expected to be recognized over a weighted average period of 2.69 years .

Net Loss Per Share

Net Loss Per Share	9 Months Ended
	Sep. 30, 2016
Net Loss Per Share [Abstract]
Net Loss Per Share	   9. Net Loss Per Share The following table presents the historical computation of basic and diluted net loss per share:       Three Months Ended Nine Months Ended  September 30, September 30,  2016 2015 2016 2015  (In thousands, except per share amounts)  Historical net loss per share  Numerator:  Net loss attributable to common stockholders $ (88,815) $ (50,895) $ (292,789) $ (138,175)  Denominator:  Weighted average shares used in calculating net loss per share - basic and diluted 24,738 24,215 24,614 23,472   Net loss per share:  Basic and diluted $ (3.59) $ (2.10) $ (11.90) $ (5.89)              The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding:        Three Months Ended Nine Months Ended  September 30, September 30,  2016 2015 2016 2015  (In thousands)  Options 1,594 1,203 1,594 1,203  Restricted stock units 388 25 388 25  Total 1,982 1,228 1,982 1,228 

Recent Accounting Pronouncement

Recent Accounting Pronouncements	9 Months Ended
	Sep. 30, 2016
New Accounting Pronouncements and Changes in Accounting Principles [Abstract]
Recent Accounting Pronouncements	 10. Recent Accounting Pronouncements . In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-2”) which supersedes Topic 840, Leases. ASU 2016-02 requires lessees to recognize a right-of-use asset and a lease liability on their balance sheets for all the leases with terms greater than twelve months. Based on certain criteria, leases will be classified as either financing or operating, with classification affecting the pattern of expense recognition in the income statement. For leases with a term of twelve months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. ASU 2016-2 is effective for fiscal years beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients primarily focused on leases that commenced before the effective date of Topic 842, including continuing to account for leases that commence before the effective date in accordance with previous guidance, unless the lease is modified. The Company is evaluating the impact of the 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 intended to improve the accounting for share-based payment transactions as part of the FASB’s simplification initiative. The ASU changes certain 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 withholding requirements; and (5) classification of employee taxes paid on the statement of cash flows when an employer withholds shares for tax-withholding purposes. The ASU is effective for fiscal years beginning after December 15, 2016, and interim periods within those years for public business entities. The Company is evaluating the impact of the adoption of the standard on its consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"). ASU 2014-09 supersedes the revenue recognition requirements of FASB ASC Topic 605, Revenue Recognition and most industry-specific guidance throughout the ASC, resulting in the creation of FASB ASC Topic 606, Revenue from Contracts with Customers . ASU 2014-09 requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. This ASU provides alternative methods of adoption. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers, Deferral of the Effective Date ("ASU 2015-14"). ASU 2015-14 defers the effective date of ASU 2014-09 by one year to December 15, 2017 for fiscal years, and interim periods within those years, beginning after that date and permits early adoption of the standard, but not before the original effective date for fiscal years beginning after December 15, 2016. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers, Principal versus Agent Considerations (Reporting Revenue Gross versus Net) ("ASU 2016-08") clarifying the implementation guidance on principal versus agent considerations. Specifically, an entity is required to determine whether the nature 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 or service to be provided to the customer by the other party (that is, the entity is an agent). The determination influences the timing and amount of revenue recognition. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers, Identifying Performance 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 for determining whether promises are separately identifiable. The amendments also provide implementation guidance on determining whether an entity's promise to grant a license provides a customer with either a right to use the entity's intellectual property (which is satisfied at a point in time) or a right to access the entity's intellectual property (which is satisfied over time). The effective date and transition requirements for ASU 2016-08 and ASU 2016-10 are the same as the effective date and transition requirements for ASU 2014-09. The Company is currently assessing the potential impact of adopting ASU 2014-09, ASU 2016-08 and ASU 2016-10 on its financial statements and related disclosures .

Litigation

Litigation	9 Months Ended
	Sep. 30, 2016
Litigation [Abstract]
Litigation	11. Litigation On February 21, 2014 and February 28, 2014 , purported shareholder class actions, styled Scot H. Atwood v. Intercept Pharmaceuticals, Inc. et al. and George Burton v. Intercept Pharmaceuticals, Inc. et al. , respectively, were filed in the United States District Court for the Southern District of New York , naming the Company and certain of its officers as defendants. These lawsuits were filed by stockholders who claim to be suing on behalf of anyone who purchased or otherwise acquired the Company’s securities between 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 disclosures during the period from January 9, 2014 to January 10, 2014, in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. The alleged improper disclosures relate to the Company’s January 9, 2014 announcement that the FLINT trial had been stopped early based on a pre-defined interim efficacy analysis. Specifically, the lawsuits claimed that the January 9, 2014 announcement was misleading because it did not contain information regarding certain lipid abnormalities seen in the FLINT trial in OCA-treated patients compared to placebo.  On April 22, 2014 , two individuals each moved to consolidate the cases and a lead plaintiff was subsequently appointed by the Court. On June 27, 2014, the lead plaintiff filed an amended complaint on behalf of the putative class as contemplated by the order of the Court. The lead plaintiff was seeking unspecified monetary damages on behalf of the putative class and an award of costs and expenses, including attorneys’ fees. On August 14, 2014, the defendants filed a motion to dismiss the complaint. Oral arguments on the 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 and appointment of class representatives and class counsel. On September 14, 2015, the defendants opposed the plaintiff’s class certification 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. The plaintiffs moved for preliminary approval of the proposed settlement on May 5, 2016. On May 23, 2016, the Court entered an order preliminarily approving the settlement. The Court ordered that notice be provided to the class and preliminarily approved the proposed settlement, including the payment of $55.0 million, of which $10.0 million was agreed to be funded by the Company’s insurers. The settlement was paid into escrow in June 2016, with distribution to the class to occur after the Court had finally approved the settlement and the plan of allocation of those proceeds. On September 8, 2016, the Court granted final approval of the settlement. T he final judgment and order of the Court included a dismissal of the action with prejudice against all defendants. The defendants do not admit any liability as part of the settlement.

Overview of Business (Policy)

Overview of Business (Policy)	9 Months Ended
	Sep. 30, 2016
Nature of Business and Basis of Presentation [Abstract]
Nature of Business and Basis of Presentation	Intercept Pharmaceuticals, Inc. (“Intercept” or the “Company”) is a biopharmaceutical company focused on the development and commercialization 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.  Basis of Presentation  The Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany accounts and transactions have been eliminated. Certain information that is normally required by U.S. GAAP has been condensed or omitted in accordance with rules and regulations of the Securities and Exchange Commission (“SEC”). Operating results for the three and nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for any future period or for the year ending December 31, 2016.  These unaudited condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and the notes thereto for the year ended December 31, 2015, included in the Company’s 2015 Annual Report on Form 10-K filed with the SEC.
Use of Estimates	Use of Estimates  The preparation of these financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, expenses, revenues and related disclosures. Significant estimates include: cl inical trial accruals, revenues and share-based compensation expense. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results may differ from those estimates or assumptions.

Summary of Significant Accoun19

Summary of Significant Accounting Policies (Policy)	9 Months Ended
	Sep. 30, 2016
Summary of Significant Accounting Policies [Abstract]
Revenue Recognition	Product Revenue, Net Revenue is recognized when the four basic criteria of revenue recognition are met: (1) persuasive evidence that an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. When the revenue recognition criteria are not met, we defer the recognition of revenue by recording deferred revenue 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 specialty pharmacies 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 expiration date. Given the Company’s limited sales history for Ocaliva and the inherent uncertainties in estimating product returns, the Company has determined that the shipments of Ocaliva made to its customers thus far do not meet the criteria for revenue recognition at the time of shipment. Accordingly, the Company recognizes revenue when the product is sold through by its customers, provided all other revenue recognition criteria are met. The Company invoices its customers upon shipment of Ocaliva to them and records accounts receivable, with a corresponding liability for deferred revenue equal to the gross invoice price. The Company then recognizes revenue when Ocaliva is sold through as specialty pharmacies dispense product directly to the patients. The Company recognized net sales of Ocaliva for the three and nine months ended September 30, 2016 of $4.7 million and $4.8 million, respectively. The Company also recorded $2.2 million in deferred revenues recorded in short-term portion of deferred revenue on its balance sheet, which represents product shipped to distributors, but not sold through as of September 30, 2016. The Company has written contracts with each of its customers and delivery occurs when the customer receives Ocaliva. The Company evaluates the creditworthiness of each of its customers to determine whether collection is reasonably assured. In order to conclude that the price is fixed and determinable, the Company must be able to (i) calculate its gross product revenues from the sales to its customers and (ii) reasonably estimate its net product revenues. The Company calculates gross product revenues based on the wholesale acquisition cost that the Company charges its customers for Ocaliva. The Company estimates its net product revenues by deducting 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 costs of incentives offered to certain indirect customers including patients.
Trade Allowances	Trade Allowances The Company provides invoice discounts on Ocaliva sales to certain of its customers for prompt payment and records these discounts as a reduction to gross product revenues. These discounts are based on contractual terms.
Rebates and Discounts	Rebates and Discounts The Company contracts with Centers for Medicare & Medicaid Services (“CMS”) and other government agencies to make Ocaliva available to eligible patients. As a result, the Company estimates any rebates and discounts and deducts these estimated amounts from its gross product revenues at the time the revenues are recognized. The Company’s estimates of rebates and discounts are based on the government mandated discounts, which are statutorily-defined and applicable to these government funded programs. These estimates are recorded in accrued liabilities on the condensed consolidated balance sheet.
Other Incentives	Other Incentives Other incentives that the Company offers to indirect customers include co-pay assistance cards provided by the Company for PBC patients whom reside in states that permit co-pay assistance programs. The Company’s co-pay assistance program is intended to reduce each participating patient’s portion of the financial responsibility for Ocaliva purchase price to a specified dollar amount. The Company estimates each period the amount of co-pay assistance provided to eligible patients based on the terms of the program when product is dispensed by the specialty pharmacies to the patients. These estimates are based on redemption information provided by third party claims processing organizations and are recorded in accrued liabilities on the condensed consolidated balance sheet.
Convertible Senior Notes	Convertible Senior Notes The Company’s 3.25% convertible senior notes due 2023 (the “Convertible Notes”) are accounted for in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) 470, formerly FSP APB 14-1, Accounting for Convertible Debt Instruments That May be Settled in Cash upon Conversion (Including Partial Cash Settlement). ASC Subtopic 470-20 requires the issuer of convertible debt that may be settled in shares or cash upon conversion at the issuer's option, such as these notes, to account for the liability (debt) and equity (conversion option) components separately. The value assigned to the debt component is the estimated fair value, as of the issuance date, of a similar debt instrument without the conversion option. The amount of the equity component (and resulting debt discount) is calculated by deducting the fair value of the liability component from the principal amount of the convertible debt instrument. The resulting debt discount is amortized as additional non-cash interest expense over the expected life of the 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 Note 6 – Long-Term Debt.

Financial Instruments (Tables)

Financial Instruments (Tables)	9 Months Ended
	Sep. 30, 2016
Financial Instruments [Abstract]
Schedule of Available-for-sale Securities Reconciliation	Financial instruments that potentially subject the Company to concentrations of credit risk consist of marketable investment securities. The Company's portfolio of marketable investment securities is subject to concentration limits set within the Company's investment policy that help the Company believes will limit its credit exposure.  The following table summarizes the Company’s cash, cash equivalents and investments as of September 30, 2016 and December 31, 2015:   As of September 30, 2016  Gross Gross  Amortized Cost Unrealized Unrealized Fair Value  Gains Losses   (In thousands)  Cash and cash equivalents:  Cash and money market funds $ 105,219 $ - $ (3) $ 105,216  Investment securities:  U.S. government and agency securities 32,323 3 (4) 32,322  Commercial paper 70,074 - (142) 69,932  Corporate debt securities 573,331 69 (911) 572,489  Total investments 675,728 72 (1,057) 674,743  Total cash, cash equivalents and investments $ 780,947 $ 72 $ (1,060) $ 779,959        As of December 31, 2015  Gross Gross  Amortized Cost Unrealized Unrealized Fair Value  Gains Losses   (In thousands)  Cash and cash equivalents:  Cash and money market funds $ 32,742 $ - $ - $ 32,742  Investment securities:  Commercial paper 1,993 - (3) 1,990  U.S. government and agency securities 65,854 1 (182) 65,673  Corporate debt securities 529,368 2 (1,720) 527,650  Total investments 597,215 3 (1,905) 595,313  Total cash, cash equivalents and investments $ 629,957 $ 3 $ (1,905) $ 628,055 

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2016
Fair Value Measurements [Abstract]
Fair Value, Marketable Securities Measured on Recurring and Nonrecurring Basis	Financial assets and liabilities, carried at fair value are classified in the tables below in one of the three categories described above:          Fair Value Measurements Using  Total Level 1 Level 2 Level 3   (In thousands)  September 30, 2016  Assets:  Money market funds $ 39,356 $ 39,356 $ - $ -  Available for sale securities:  U.S. government and agency securities 32,322 - 32,322 -  Commercial paper 69,932 - 69,932 $ -  Corporate debt securities 572,489 - 572,489 -  Total financial assets: $ 714,099 $ 39,356 $ 674,743 $ -   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 $ -  
Schedule of Available for Sale Securities Debt Maturities	The estimated fair value of marketable debt securities (commercial paper, corporate debt securities and U.S. government and agency securities), by contractual maturity, are as follows:       Fair Value as of  September 30, 2016 December 31, 2015   (In thousands)  Due in one year or less $ 415,106 $ 343,758  Due after 1 year through 2 years 259,637 251,555  Total investments in debt securities $ 674,743 $ 595,313  

Long-Term Debt (Tables)

Long-Term Debt (Tables)	9 Months Ended
	Sep. 30, 2016
Long-Term [Abstract]
Schedule of Long-term Debt Instruments	Debt, net of discounts and deferred financing costs, consists of the following:     September 30, December 31,  2016 2015  (In thousands)  Long-term debt $ 337,898 $ -  Less current portion - -  Long-term debt outstanding $ 337,898 $ - 

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	9 Months Ended
	Sep. 30, 2016
Stockholders' Equity [Abstract]
Schedule of Share-based Compensation, Stock Options, Activity	The following table summarizes stock option activity during the nine months ended September 30, 2016:        Weighted  Number of Average  Options Exercise Price  (In thousands)  Outstanding, December 31, 2015 1,348 $ 108.49  Granted 465 $ 112.52  Exercised (164) $ 27.39  Expired (4) $ 138.48  Forfeited (51) $ 141.23  Outstanding, September 30, 2016 1,594 $ 116.87   Exercisable, September 30, 2016 749 $ 85.63 
Schedule of Share-based Compensation, Restricted Stock Units Award Activity	     The following table summarizes the aggregate RSU and RSA activity during the nine months ended September 30, 2016:      Weighted  Number of Average Fair Aggregate  Awards Value Intrinsic Value  (In thousands) (In thousands)  Non-vested shares outstanding, December 31, 2015 193 $ 183.19 $ 28,849  Granted 292 $ 116.08 $ 48,060  Exercised (73) $ 159.10 $ (12,015)  Forfeited (24) $ 167.60 $ (3,950)  Non-vested shares outstanding, September 30, 2016 388 $ 138.22 $ 63,861 

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	9 Months Ended
	Sep. 30, 2016
Net Loss Per Share [Abstract]
Schedule of Calculation of Numerator and Denominator in Earnings Per Share	The following table presents the historical computation of basic and diluted net loss per share:       Three Months Ended Nine Months Ended  September 30, September 30,  2016 2015 2016 2015  (In thousands, except per share amounts)  Historical net loss per share  Numerator:  Net loss attributable to common stockholders $ (88,815) $ (50,895) $ (292,789) $ (138,175)  Denominator:  Weighted average shares used in calculating net loss per share - basic and diluted 24,738 24,215 24,614 23,472   Net loss per share:  Basic and diluted $ (3.59) $ (2.10) $ (11.90) $ (5.89)  
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	           The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding:        Three Months Ended Nine Months Ended  September 30, September 30,  2016 2015 2016 2015  (In thousands)  Options 1,594 1,203 1,594 1,203  Restricted stock units 388 25 388 25  Total 1,982 1,228 1,982 1,228 

Summary of Significant Accoun25

Summary of Significant Accounting Policies (Narrative) (Details) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2016USD ($)	Sep. 30, 2016USD ($)
Product revenue, Ocaliva	$ 4,732	$ 4,807
Deferred revenue recognized		$ 2,200
Convertible Debt [Member] | Convertible Senior Notes 3.25% [Member]
Debt instrument, interest rate, stated percentage	3.25%	3.25%
Debt instrument, maturity date		Dec. 31, 2023

Significant Agreements (Narrati

Significant Agreements (Narrative) (Details)	Jul. 19, 2016USD ($)ft²	May 31, 2014USD ($)	Mar. 31, 2011USD ($)	Sep. 30, 2016USD ($)	Sep. 30, 2015USD ($)	Sep. 30, 2016USD ($)	Sep. 30, 2015USD ($)	Sep. 30, 2016USD ($)	Feb. 29, 2016USD ($)ft²	Jan. 22, 2016GBP (£)ft²	Dec. 31, 2015USD ($)
Significant Agreements [Line Items]
License arrangement, deferred revenue, recognized						$ 2,200,000
Security deposit				$ 5,821,000		5,821,000		$ 5,821,000			$ 4,018,000
Licensing revenue				$ 445,000	$ 445,000	$ 6,336,000	$ 2,336,000
United Kingdom [Member]
Significant Agreements [Line Items]
Area of real estate property | ft²										8,549
Rent expense | £										£ 726,665
New York [Member]
Significant Agreements [Line Items]
Area of real estate property | ft²									10,785
Rent expense									$ 1,000,000
Security deposit									$ 300,000
San Diego, California [Member]
Significant Agreements [Line Items]
Area of real estate property | ft²	11,177
Rent expense	$ 254,832
Landloard allowance	22,354
Security deposit	$ 26,679
Dainippon Sumitomo Pharma Co Ltd [Member] | Nonsoftware License Arrangement [Member]
Significant Agreements [Line Items]
Development milestone reached								$ 6,300,000
Dainippon Sumitomo Pharma Co Ltd [Member] | Nonsoftware License Arrangement [Member] | Up-front Payment [Member]
Significant Agreements [Line Items]
License agreement payment			$ 15,000,000
Dainippon Sumitomo Pharma Co Ltd [Member] | Nonsoftware License Arrangement [Member] | Additional Development Receivable [Member]
Significant Agreements [Line Items]
Contingent arrangement receivable amount			30,000,000
Dainippon Sumitomo Pharma Co Ltd [Member] | Nonsoftware License Arrangement [Member] | Additional Regulatory Approval Receivable [Member]
Significant Agreements [Line Items]
Contingent arrangement receivable amount			70,000,000
Dainippon Sumitomo Pharma Co Ltd [Member] | Nonsoftware License Arrangement [Member] | Additional Sales Receivable [Member]
Significant Agreements [Line Items]
Contingent arrangement receivable amount			200,000,000
Dainippon Sumitomo Pharma Co Ltd [Member] | Japan [Member] | Nonsoftware License Arrangement [Member] | Additional Regulatory Approval Receivable [Member]
Significant Agreements [Line Items]
Contingent arrangement receivable amount			15,000,000
Dainippon Sumitomo Pharma Co Ltd [Member] | China [Member] | Nonsoftware License Arrangement [Member] | Additional Regulatory Approval Receivable [Member]
Significant Agreements [Line Items]
Contingent arrangement receivable amount			10,000,000
Dainippon Sumitomo Pharma Co Ltd [Member] | United States [Member] | Nonsoftware License Arrangement [Member] | Additional Regulatory Approval Receivable [Member]
Significant Agreements [Line Items]
Contingent arrangement receivable amount			5,000,000
Dainippon Sumitomo Pharma Co Ltd [Member] | Korea [Member] | Nonsoftware License Arrangement [Member] | Up-front Payment [Member]
Significant Agreements [Line Items]
License agreement payment		$ 1,000,000
Dainippon Sumitomo Pharma Co Ltd [Member] | Criteria One [Member] | Nonsoftware License Arrangement [Member]
Significant Agreements [Line Items]
Contingent arrangement receivable amount			5,000,000
License arrangement, milestone benchmark			50,000,000
Dainippon Sumitomo Pharma Co Ltd [Member] | Criteria Two [Member] | Nonsoftware License Arrangement [Member]
Significant Agreements [Line Items]
Contingent arrangement receivable amount			10,000,000
License arrangement, milestone benchmark			100,000,000
Dainippon Sumitomo Pharma Co Ltd [Member] | Criteria Three [Member] | Nonsoftware License Arrangement [Member]
Significant Agreements [Line Items]
Contingent arrangement receivable amount			20,000,000
License arrangement, milestone benchmark			200,000,000
Dainippon Sumitomo Pharma Co Ltd [Member] | Criteria Four [Member] | Nonsoftware License Arrangement [Member]
Significant Agreements [Line Items]
Contingent arrangement receivable amount			40,000,000
License arrangement, milestone benchmark			400,000,000
Dainippon Sumitomo Pharma Co Ltd [Member] | Criteria Five [Member] | Nonsoftware License Arrangement [Member]
Significant Agreements [Line Items]
Contingent arrangement receivable amount			120,000,000
License arrangement, milestone benchmark			$ 1,200,000,000

Financial Instruments (Schedule

Financial Instruments (Schedule of Available-for-sale Securities Reconciliation) (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Investments:
Total investments, Amortized Cost	$ 675,728	$ 597,215
Total cash and cash equivalents and investments, Amortized Cost	780,947	629,957
Total investments, Gross Unrealized Gains	72	3
Total cash and cash equivalents and investments, Gross Unrealized Gains	72	3
Total investments, Gross Unrealized Losses	(1,057)	(1,905)
Total cash and cash equivalents and investments, Gross Unrealized Losses	(1,060)	(1,905)
Total investments, Fair Value	674,743	595,313
Total cash and cash equivalents and investments, Fair Value	779,959	628,055
Held-to-maturity Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Accumulated Loss	0
Commercial Paper [Member]
Investments:
Total investments, Amortized Cost	70,074	1,993
Total investments, Gross Unrealized Losses	(142)	(3)
Total investments, Fair Value	69,932	1,990
Corporate Debt Securities [Member]
Investments:
Total investments, Amortized Cost	573,331	529,368
Total investments, Gross Unrealized Gains	69	2
Total investments, Gross Unrealized Losses	(911)	(1,720)
Total investments, Fair Value	572,489	527,650
Us Government Agencies Debt Securities [Member]
Investments:
Total investments, Amortized Cost	32,323	65,854
Total investments, Gross Unrealized Gains	3	1
Total investments, Gross Unrealized Losses	(4)	(182)
Total investments, Fair Value	32,322	65,673
Cash and Money Market Funds [Member]
Cash and cash equivalents:
Cash and Cash Equivalents, Amortized Cost	105,219	32,742
Cash and cash equivalents, Fair Value	105,216	$ 32,742
Investments:
Total investments, Gross Unrealized Losses	$ (3)

Fair Value Measurements (Fair V

Fair Value Measurements (Fair Value, Marketable Securities Measured on Recurring and Nonrecurring Basis) (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Available-For-Sale Securities, Fair Value Disclosure	$ 674,743	$ 595,313
Total financial assets	714,099	600,139
Money Market Funds [Member]
Cash and cash equivalents, fair value disclosure	39,356	4,826
Commercial Paper [Member]
Available-For-Sale Securities, Fair Value Disclosure	69,932	1,990
Corporate Debt Securities [Member]
Available-For-Sale Securities, Fair Value Disclosure	572,489	527,650
Us Government Agencies Debt Securities [Member]
Available-For-Sale Securities, Fair Value Disclosure	32,322	65,673
Fair Value, Inputs, Level 1 [Member]
Total financial assets	39,356	4,826
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member]
Cash and cash equivalents, fair value disclosure	39,356	4,826
Fair Value, Inputs, Level 2 [Member]
Total financial assets	674,743	595,313
Fair Value, Inputs, Level 2 [Member] | Commercial Paper [Member]
Available-For-Sale Securities, Fair Value Disclosure	69,932	1,990
Fair Value, Inputs, Level 2 [Member] | Corporate Debt Securities [Member]
Available-For-Sale Securities, Fair Value Disclosure	572,489	527,650
Fair Value, Inputs, Level 2 [Member] | Us Government Agencies Debt Securities [Member]
Available-For-Sale Securities, Fair Value Disclosure	32,322	65,673
Fair Value, Inputs, Level 3 [Member]
Total financial assets
Fair Value, Inputs, Level 3 [Member] | Money Market Funds [Member]
Cash and cash equivalents, fair value disclosure
Fair Value, Inputs, Level 3 [Member] | Commercial Paper [Member]
Available-For-Sale Securities, Fair Value Disclosure
Fair Value, Inputs, Level 3 [Member] | Corporate Debt Securities [Member]
Available-For-Sale Securities, Fair Value Disclosure
Fair Value, Inputs, Level 3 [Member] | Us Government Agencies Debt Securities [Member]
Available-For-Sale Securities, Fair Value Disclosure

Fair Value Measurements (Schedu

Fair Value Measurements (Schedule of Available for Sale Securities Debt Maturities) (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Total investments in debt securities	$ 674,743	$ 595,313
Debt Securities [Member]
Due in one year or less	415,106	343,758
Due after 1 year through 2 years	259,637	251,555
Total investments in debt securities	$ 674,743	$ 595,313

Long-Term Debt (Narrative) (Det

Long-Term Debt (Narrative) (Details)	Jul. 06, 2016USD ($)$ / shares	Sep. 30, 2016USD ($)	Sep. 30, 2016USD ($)
Proceeds from convertible debt			$ 447,715,000
Payments for capped call transactions and associated costs			38,364,000
Long-term debt		$ 337,898,000	337,898,000
Interest expense		7,065,000	$ 7,065,000
Convertible Senior Notes 3.25% [Member] | Convertible Debt [Member]
Debt instrument, convertible, terms of conversion feature			The Convertible Notes are senior unsecured obligations of the Company. Interest is 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. The Convertible Notes are convertible at the option of holders, under certain circumstances and during certain periods, into cash, shares of the Company's common stock or a combination of cash and shares of the Company's common stock, at the Company's election. The initial conversion rate of the Convertible Notes is 5.0358 shares of the Company's common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $198.58 per share of the Company's common stock. The conversion rate is subject to adjustment upon the occurrence of certain events. The Company may redeem for cash all or part of the Convertible Notes, at its option, on or after July 6, 2021, under certain circumstances 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.
Debt instrument, face amount	$ 460,000,000
Proceeds from convertible debt	447,700,000
Debt issuance costs	$ 12,300,000	12,000,000	$ 12,000,000
Debt instrument, convertible, conversion ratio	5.0358
Debt instrument, convertible, type of equity security			common stock
Debt instrument, convertible, conversion price | $ / shares	$ 198.58
Debt instrument, convertible, earliest date			Jul. 6, 2021
Debt instrument, redemption price, percentage	100.00%
Cap price of capped call transaction | $ / shares	$ 262.2725
Debt instrument liability component effective interest rate	8.40%
Long-term debt	$ 334,600,000	460,000,000	$ 460,000,000
Debt instrument, unamortized discount, noncurrent	$ 113,100,000
Interest payable, current		$ 3,700,000	$ 3,700,000

Long-Term Debt (Schedule of Lon

Long-Term Debt (Schedule of Long-term Debt Instruments) (Details) $ in Thousands	Sep. 30, 2016USD ($)
Long-Term [Abstract]
Long-term Debt, Total	$ 337,898
Long-term debt outstanding	$ 337,898

Income Taxes (Narrative) (Detai

Income Taxes (Narrative) (Details) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Income tax expense (benefit)	$ 0	$ 0
Operating loss carryforwards	507,700,000		$ 454,400,000
Adjustments to additional paid in capital, income tax benefit from Share-based Compensation	$ 167,500,000		$ 151,000,000
Minimum [Member]
Operating loss carryforwards, expiration dates	Jan. 1, 2024
Maximum [Member]
Operating loss carryforwards, expiration dates	Dec. 31, 2036

Stockholder's Equity (Narrative

Stockholder's Equity (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended			9 Months Ended
	Apr. 30, 2015	Feb. 28, 2015	Oct. 31, 2012	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Common stock, authorized				45,000,000		35,000,000
Common stock, par value (in dollars per share)				$ 0.001		$ 0.001
Stock issued during period, shares, new issues	1,330,865	1,150,000
Proceeds from issuance of common stock	$ 367,100	$ 191,600			$ 558,756
Share-based compensation not yet recognized, other than options				$ 47,100
Share-based compensation not yet recognized, period				2 years 8 months 9 days
2003 Stock Incentive Plan [Member]
Fair value assumption method used				Black-Scholes option-pricing model
2012 Stock Plan [Member]
Additional shares available			555,843
Fair value assumption method used				Black-Scholes option-pricing model

Stockholder's Equity (Schedule

Stockholder's Equity (Schedule of Share-based Compensation, Stock Options, Activity) (Details) shares in Thousands	9 Months Ended
	Sep. 30, 2016$ / sharesshares
Stockholders' Equity [Abstract]
Beginning Outstanding, Number of Shares | shares	1,348
Beginning Outstanding, Weighted Average Exercise Price | $ / shares	$ 108.49
Granted - Number of Shares | shares	465
Granted - Weighted Average Exercise Price | $ / shares	$ 112.52
Exercised - Number of Shares | shares	(164)
Exercised - Weighted Average Exercise Price | $ / shares	$ 27.39
Expired, Number of Shares | shares	(4)
Expired, Weighted Average Exercise Price | $ / shares	$ 138.48
Forfeited - Number of Shares | shares	(51)
Forfeited - Weighted Average Exercise Price | $ / shares	$ 141.23
Ending Outstanding, Number of Shares | shares	1,594
Ending Outstanding, Weighted Average Exercise Price | $ / shares	$ 116.87
Exercisable - Number of Shares | shares	749
Exercisable - Weighted Average Exercise Price | $ / shares	$ 85.63

Stockholder's Equity (Schedul35

Stockholder's Equity (Schedule of Share-based Compensation, Restricted Stock Units Award Activity) (Details) $ / shares in Units, shares in Thousands, $ in Thousands	9 Months Ended
	Sep. 30, 2016USD ($)$ / sharesshares
Stockholders' Equity [Abstract]
Outstanding, December 31, 2015 | shares	193
Granted - Shares | shares	292
Exercised - Shares | shares	(73)
Forfeited - Shares | shares	(24)
Outstanding, September 30, 2016 | shares	388
Outstanding - Weighted Average Grant Date Fair Value, December 31, 2015 | $ / shares	$ 183.19
Granted - Weighted Average Grant Date Fair Value | $ / shares	116.08
Exercised - Weighted Average Exercise Price | $ / shares	159.10
Forfeited - Weighted Average Grant Date Fair Value | $ / shares	167.60
Outstanding - Weighted Average Grant Date Fair Value, September 30, 2016 | $ / shares	$ 138.22
Outstanding, December 31, 2015 - Aggregate Intrinsic Value | $	$ 28,849
Granted - Aggregate Intrinsic Value | $	48,060
Exercised - Aggregate Intrinsic Value | $	(12,015)
Forfeited - Aggregate Intrinsic Value | $	(3,950)
Outstanding, September 30, 2016 - Aggregate Intrinsic Value | $	$ 63,861

Net Loss Per Share (Schedule of

Net Loss Per Share (Schedule of Calculation of Numerator and Denominator in Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Numerator:
Net income (loss) attributable to common stockholders	$ (88,815)	$ (50,895)	$ (292,789)	$ (138,175)
Denominator:
Weighted average shares outstanding, basic and diluted (in shares)	24,738	24,215	24,614	23,472
Net loss per share, basic and diluted (in dollars per share)	$ (3.59)	$ (2.10)	$ (11.90)	$ (5.89)

Net Loss Per Share (Schedule 37

Net Loss Per Share (Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share) (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Antidilutive securities excluded from computation of earnings per share, amount	1,982	1,228	1,982	1,228
Stock Options [Member]
Antidilutive securities excluded from computation of earnings per share, amount	1,594	1,203	1,594	1,203
Restricted Stock Units (RSUs) [Member]
Antidilutive securities excluded from computation of earnings per share, amount	388	25	388	25

Litigation (Narrative) (Details

Litigation (Narrative) (Details) - USD ($)	May 23, 2016	Sep. 30, 2016
Loss Contingencies [Line Items]
Loss contingency, domicile of litigation		United States District Court for the Southern District of New York
Loss contingency, allegations		The lawsuits alleged that the Company made material misrepresentations and/or omissions of material fact in its public disclosures during the period from January 9, 2014 to January 10, 2014, in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. The alleged improper disclosures relate to the Company's January 9, 2014 announcement that the FLINT trial had been stopped early based on a pre-defined interim efficacy analysis. Specifically, the lawsuits claimed that the January 9, 2014 announcement was misleading because it did not contain information regarding certain lipid abnormalities seen in the FLINT trial in OCA-treated patients compared to placebo.
Litigation settlement, amount	$ 55,000,000
Litigation settlement, amount via insurance	$ 10,000,000
Scot H. Atwood vs. Intercept Pharmaceuticals Incorporated [Member]
Loss Contingencies [Line Items]
Loss contingency, lawsuit filing date		February 21, 2014
Loss contingency, name of plaintiff		Scot H. Atwood
Loss contingency, name of defendant		Intercept Pharmaceuticals, Inc. et al.
Loss contingency accrual		$ 0
George Burton vs. Intercept Pharmaceuticals Incorporated [Member]
Loss Contingencies [Line Items]
Loss contingency, lawsuit filing date		February 28, 2014
Loss contingency, name of plaintiff		George Burton
Loss contingency, name of defendant		Intercept Pharmaceuticals, Inc. et al.
Loss contingency accrual		$ 0