Amendment Two to the Third Amendment to Trademark License and Supply Agreement, dated November 3, 2017, by and between the Company and Mission Pharmacal Company

This Amendment Two to the Third Amendment to Trademark License and Supply Agreement dated November 3, 2017 (this “Amendment” and the “Effective Date”) amends the Third Amendment dated March 17, 2016 (as amended effective September 12, 2016 by the First Amendment to the Third Amendment, the “Third Amendment”) to the Trademark License and Supply Agreement by and between Mission Pharmacal Company (“Mission”) and Retrophin, Inc. (together with its affiliates, “Retrophin”) dated May 28, 2014 (“Agreement Effective Date”) (as amended by the amendments dated July 28, 2014 and September 30, 2015 and by the Third Amendment, the “Agreement”).

WHEREAS, Mission and Retrophin have mutually agreed to amend the Budget for the Development Project, extend the Term, and provide for certain details related to filing and prosecuting a patent application related to [...***...] formulation of Thiola arising from the Development Project. The amendments section of this Amendment set forth below in Section 1.0 shall amend and restate and replace in its entirety Sections in the Third Amendment and Agreement, or add new Sections to them, as of the Effective Date, as indicated below. The below noted sections shall be incorporated into the Agreement as binding Sections of the Agreement on the Parties.

NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, it is agreed that the Agreement shall be amended as follows:

“(b) Amended Section 10.0.

10.0 Term. This Agreement shall be effective as of the Effective Date and, subject to earlier termination as set forth in Section 18.0 or 21.0, shall continue until the later of (1) [...***...] ([...***...]) years and (ii) [...***...] (the “Initial Term”). This Agreement shall automatically renew thereafter for periods of [...***...] ([...***...]) [...***...] (each, a “Renewal Term”).”

“(e)    A new definition of “Product” shall be inserted in alphabetical order in Section 2.0 of the Agreement as follows: “Product” shall mean all pharmaceutical compositions containing tiopronin, including all dosages and formulations of tiopronin.”

“(d) Amended Exhibit B:

Without limiting the generality of the “Product” definition in the body of the Agreement, “Product will include all dosages and formulations of tiopronin.”

“1.7    Patents to the Results of the Development Project. The Parties have agreed for Mission through its outside counsel, [...***...] (“Counsel”), to prepare and file a United States patent application and PCT filing thereof directed to certain Project Know-How regarding [...***...] formulation of tiopronin (the “Application”) and have agreed to the following in relation to the Application and any resulting Licensed Patents:

“(f)    Amend and replace Section 12.0 of the Agreement ([...***...]) with the following:

“[...***...].”

“Exhibit E: Master Services Agreement is hereby removed as an exhibit to this Agreement.”

“

If to Retrophin, Inc.

3721 Valley Centre Drive, Suite 200

San Diego, CA 92130

Attn: Legal Department

        

Email: ***@***

Fax: 858 ###-###-####”

2.0    Except as set forth above, the Third Amendment and the Agreement shall remain in full force and effect.

3.0    All noted Amendments to the Agreement, and to such Amendments, including this Amendment, and the Agreement, together constitute the entire agreement of the parties hereto with respect to the topics addressed therein and supersedes any and all prior agreements, whether oral or in writing between the parties hereto with respect to subject matter hereof. This Amendment may not be amended, modified or supplemented except by written agreement of the parties hereto. This Amendment may be executed in one or more counterparts, each of which shall be deemed and original, but all of which together shall constitute one and the same instrument.

IN WITNESS HEREOF, the undersigned have executed this Amendment on the day and year first above written.