Exhibit 10.5


 


***Text Omitted and Filed Separately with


the Securities and Exchange Commission.


Confidential Treatment Requested Under


17 C.F.R. Sections 200.80(b)(4) and
240.24b-2.


AMENDMENT NO. 3 TO SUBLICENSE AGREEMENT


 


THIS AMENDMENT NO. 3
TO SUBLICENSE AGREEMENT (the "Amendment") is made and entered into as of February 27,  2015 ("Amendment
Effective Date") and amends the Sublicense Agreement effective as of February 16, 2012, as amended pursuant to that certain
Amendment to Sublicense Agreement dated December 11, 2012 and Amendment to Sublicense Agreement dated January 7, 2013 (the "Sublicense
Agreement") by and between Ligand Pharmaceuticals Incorporated, a corporation organized under the laws of Delaware and
having a place of business at 11119 North Torrey Pines Road, Suite 200, La Jolla, CA, 92037 and its wholly owned subsidiary, Pharmacopeia,
LLC (as successor in interest to Pharmacopeia Drug Discovery Inc.) ("PCOP"), a limited liability company organized
under the laws of Delaware and having a place of business at 11119 North Torrey Pines Road, Suite 200, La Jolla, CA, 92037 (collectively,
Ligand Pharmaceuticals Incorporated and PCOP shall be known as "Ligand") and Retrophin, Inc., a corporation organized
under the laws of Delaware and having a place of business at 777 Third Avenue, 22nd Floor, New York, NY, 10017 ("Retrophin").


 


BACKGROUND


 


WHEREAS Ligand and
Retrophin have previously entered into the Sublicense Agreement; and


 


WHEREAS, Ligand
and Retrophin desire to amend certain terms of the Sublicense Agreement as set forth herein.


 


NOW, THEREFORE,
in consideration of the foregoing premises and the mutual covenants contained herein, the Parties, intending to be legally bound,
agree as follows:


 


1.          Capitalized
Terms. The capitalized terms used herein and not otherwise defined shall have the same definitions as provided in the Sublicense
Agreement


 


2.          Amendments.


 


		a)	Sections 6.1.2 and 6.1.4 of the Sublicense Agreement are hereby removed.



 


		b)	Section 6.1.3 of the Sublicense Agreement is hereby amended to read as follows:



 


“File
for Approval for at least one (1) Orphan Licensed Product (“Approval Submission”) no later than [...***...]
(“Filing Deadline”); provided that if Retrophin exercises its Extension Option (as defined below), then the
Filing Deadline shall become (a) [...***...] if the Approval
Submission is filed pursuant to the Code of Federal Regulations Title 21, Subpart H (“Subpart H”) or (b) [...***...],
if the Approval Submission is not eligible to be filed pursuant to Subpart H.  In order to exercise the Extension Option,
prior to or on [...***...]


 


****Confidential Treatment Requested


 






    	 



    	 



    









 


(“Extension
Date”), Retrophin shall either (a) pay to Ligand [...***...]
or (b) issue to Ligand, or ensure that Ligand receives, that number of shares of capital stock of Retrophin equal to [...***...]
as determined by the average of the closing prices for such capital stock over a five (5) trading day period ending three (3) trading
days before the Extension Date (“Extension Option”).  


 


		c)	Development Milestone Events.  The
third milestone event in Table 1 for $[...***...] shall
be amended and restated as follows: 



 


“[...***...]”


 


3.          No
Other Amendments. Except as provided herein, the Sublicense Agreement shall continue in full force and effect.


 


4.          Governing
Law. This Amendment shall be governed by, enforced, and shall be construed in accordance with the laws of the State of New
York without regard to its conflicts of law provisions.


 


5.          Counterparts.
This Amendment may be executed in counter-parts with the same effect as if both Parties had signed the same document. All such
counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument.


 


[Signature Page Follows]


 





***Confidential Treatment Requested




 




    	 



    	 



    

 


IN WITNESS WHEREOF,
the Parties have executed this Amendment to Sublicense Agreement through their duly authorized representatives to be effective
as of the Amendment Effective Date.


 


	LIGAND PHARMACEUTICALS	 	RETROPHIN, INC.	 
	INCORPORATED	 	 	 	 
	 	 	 	 	 	 
	By:	/s/ Matthew W. Foehr  	 	By:	/s/ Steve Aselage 	 





	Name:	Matthew W. Foehr  	 	Name:	Steve Aselage  	 





	Title:	President/COO  	 	Title:	CEO	 


 


Signature Page to Amendment to Sublicense Agreement