Exhibit 10.8 


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT
(“Agreement”) is effective as of the last date signed by the parties hereto (the “Effective Date”) and
is entered into by and between Retrophin,
Inc., a Delaware corporation (hereinafter the “Company”), and Alvin Shih, MD (hereinafter “Executive”).  


 


R  E  C  I  T  A  L  S


 


WHEREAS, Executive
and the Company entered into an employment agreement dated May 23, 2014 (the “Prior Agreement”);


 


WHEREAS, this Agreement
amends and restates the Prior Agreement.


 


NOW, THEREFORE,
the Company and Executive, in consideration of the mutual promises set forth herein, agree as follows:


 


Article
1



NATURE OF EMPLOYMENT


 


1.1           Effect
of Agreement.  This Agreement shall govern the terms of Executive’s employment with the Company on and
after the Effective Date until it is terminated by either the Company or Executive pursuant to the terms set forth in Article 6.


 


1.2           At-Will
Employment. Executive shall continue to be employed on an at-will basis by the Company and therefore either Executive or
the Company may terminate the employment relationship and this Agreement at any time, with or without Cause (as defined herein)
and with or without advance notice, subject to the provisions of Article 6.


 


Article
2



EMPLOYMENT DUTIES


 


2.1           Title/Responsibilities.  Executive
agrees to continue to serve the Company in the position of Executive Vice President Research and Development.  Executive
shall have the powers and duties commensurate with such position.


 


2.2           Full
Time Attention.  Executive shall devote his best efforts and his full business time and attention to the performance
of the services customarily incident to such office and to such other services as the President and Chief Executive Officer (hereinafter
“CEO”) or Board of Directors may reasonably request.


 


2.3           Other
Activities.  Except upon the prior written consent of the CEO, Executive shall not during the period of employment
engage, directly or indirectly, in any other business activity (whether or not pursued for pecuniary advantage) that is or may
be competitive with, or that might place her in a competing position to that of the Company or any other corporation or


 




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entity that directly or indirectly
controls, is controlled by, or is under common control with the Company (an “Affiliated Company”), provided that Executive
may own less than two percent (2%) of the outstanding securities of any such publicly traded competing corporation.


 


Article
3



COMPENSATION


 


3.1           Base
Salary.  Executive shall receive a Base Salary at an annual rate of $450,000, payable semi-monthly in equal installments
in accordance with the Company’s normal payroll practices.  The CEO shall provide Executive with annual performance
reviews, and, thereafter, Executive shall be entitled to such increase in Base Salary as the CEO and the Compensation Committee
of Board of Directors (hereinafter the “Compensation Committee”) may from time to time establish in their sole discretion.


 


3.2           Signing
Bonus.  Executive shall be entitled to a one-time cash signing bonus in the amount of fifty thousand dollars
($50,000) provided however if, prior to the 12-month anniversary of the date of his employment, Executive terminates his employment
or the Company terminates his employment for Cause (as defined below), the Executive agrees to repay to the Company the signing
bonus within thirty (30) days of such termination of employment.


 


3.3           Incentive
Bonus.  In addition to any other bonus Executive shall be awarded by the Compensation Committee, Executive shall
be eligible to receive an annual incentive bonus as determined by the Company’s Compensation Committee and CEO based upon
the achievement by the Company of annual corporate goals established by the Board of Directors and the achievement of Executive
in meeting annual personal goals established by the CEO and the Compensation Committee.   Executive’s annual incentive
bonus at target will be 50% of Executive’s Base Salary (the “Target Annual Bonus”) provided Executive shall receive
no less than a one hundred thousand dollars ($100,000) bonus for the first twelve month period in which Executive is employed by
the Company.  The Compensation Committee in consultation with the independent members of the Board of Directors and the
CEO shall, in their sole discretion, determine whether Executive’s annual personal goals have been attained.  The
Compensation Committee in consultation with the independent members of the Board of Directors shall, in its sole discretion, determine
whether the annual corporate goals have been attained.  Any annual incentive bonus shall be considered earned only if
Executive is employed by the Company both on the date that the determination is made as to whether annual personal goals have been
met, and on the date that the determination is made as to whether annual corporate goals have been met.  These determinations
generally will be made within the first quarter following the end of the Company’s fiscal year.  Except as provided
in Article 6 herein, no pro-rata bonus will be considered earned if Executive leaves the Company for any reason prior to the foregoing
determination dates.  Any annual incentive bonus that is earned shall be paid no later than the fifteenth day of the
third month following the end of the Company’s fiscal year for which such bonus was earned.


 


3.4           Equity.  Pursuant
to the Company’s 2014 Equity Incentive Plan (the “Plan”), the


 




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Company granted the Executive
a restricted stock unit award in respect of 230,000 shares of the Company’s common stock (the “RSU Award”).  The
RSU Award will be subject to the terms and conditions of the Plan and the applicable restricted stock unit award grant agreement.  Subject
to Executive’s continued employment through the applicable vesting dates, the RSU Award shall vest quarterly over three (3)
years with vesting to commence June 1, 2014, subject to accelerated vesting in certain circumstances pursuant to Article 6 below.  Subject
to approval by the Company’s Compensation Committee, in consultation with the independent members of the Board of Directors,
Executive will be eligible to receive additional Stock Awards on terms to be determined by the Compensation Committee at the time
of any such grant.  The determination whether to grant any additional Stock Award to Executive is in the sole discretion
of the Compensation Committee, in consultation with the independent members of the Board of Directors.  For all purposes
of this Agreement, “Stock Awards” shall mean any rights granted by the Company to Executive with respect to the common
stock of the Company, including, without limitation, stock options, stock appreciation rights, restricted stock, stock bonuses
and restricted stock units.  


 


3.5           Withholdings.  All
compensation and benefits payable to Executive under this Agreement shall be subject to all federal, state, local taxes and other
withholdings and similar taxes and payments required by applicable law.


 


Article
4



EXPENSE ALLOWANCES AND FRINGE BENEFITS


 


4.1           Vacation.  Executive
shall be entitled to participate in the Company’s vacation plan pursuant to the terms of that plan.


 


4.2           Benefits.  During
Executive’s employment hereunder, the Company shall also provide Executive with the health insurance benefits it generally
provides to its other senior management employees.  As Executive becomes eligible in accordance with criteria to be adopted
by the Company, the Company shall provide Executive with the right to participate in and to receive benefit from life, accident,
disability, medical, and savings plans and similar benefits made available generally to employees of the Company as such plans
and benefits may be adopted by the Company.  With respect to long-term disability insurance coverage, the Executive will
pay all premiums for such coverage with after-tax dollars, and the Company will reimburse the Executive for the premium costs so
paid by the Executive, which reimbursement benefit shall be taxable income, subject to withholding.  The amount and extent
of benefits to which Executive is entitled shall be governed by the specific benefit plan as it may be amended from time to time.


 


4.3           Business
Expense Reimbursement.  During the term of this Agreement, Executive shall be entitled to receive proper reimbursement
for all reasonable out-of-pocket expenses incurred by her (in accordance with the policies and procedures established by the Company
for its senior executive officers) in performing services hereunder.  Executive agrees to furnish to the Company adequate
records and other documentary evidence of such expense for which Executive seeks reimbursement.  Such expenses shall
be reimbursed and accounted for


 




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under the policies and procedures
established by the Company, and such reimbursement shall be made promptly, but in no event later than December 31 of the calendar
year following the year in which such expenses were incurred by Executive.


 


Article
5



CONFIDENTIALITY


 


5.1           Proprietary
Information.  Executive represents and warrants that he has previously executed and delivered to the Company
the Company’s standard Proprietary Information and Inventions Agreement.


 


5.2           Return
of Property.  All documents, records, apparatus, equipment and other physical property which is furnished to
or obtained by Executive in the course of his employment with the Company shall be and remain the sole property of the Company.  Executive
agrees that, upon the termination of his employment, he shall return all such property (whether or not it pertains to Proprietary
Information as defined in the Proprietary Information and Inventions Agreement), and agrees not to make or retain copies, reproductions
or summaries of any such property.


 


5.3           No
Use of Prior Confidential Information.  Executive will not intentionally disclose to the Company or use on its
behalf any confidential information belonging to any of his former employers or any other third party.


 


Article
6



TERMINATION


 


6.1           General.  
As set forth in Section 1.2 herein, Executive shall be employed on an at-will basis by the Company.  Notwithstanding
the foregoing, Executive’s employment and this Agreement may be terminated in one of six ways as set forth in this Article
6:  (a) Executive’s Death (Section 6.2); (b) Executive’s Disability (Section 6.3); (c) Termination by the
Company for Cause (Section 6.4); (d) Termination by the Company without Cause (Section 6.5); (e) Termination by Executive due to
a Constructive Termination (Section 6.6); or (f) Voluntary Resignation (Section 6.7).


 


6.2           By
Death. Executive’s employment and this Agreement shall terminate automatically upon the death of Executive.  In
such event:


 


(a)          Stock
Awards.  The vesting of the RSU Award (to the extent it is then unvested) shall be accelerated so that
the amount of shares vested under such RSU Award shall equal 1/12th of the total number of shares subject to the RSU
Award multiplied by the number of full months that elapsed between the grant date and Executive’s termination of employment.


 


(b)          Bonus.  The
Company shall pay to Executive’s beneficiaries or hisestate, as the case may be, a lump sum amount equal to Executive’s
Target Annual Bonus (as defined in Section 3.2) for the Company’s fiscal year in which Executive’s death occurs multiplied
by a


 




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fraction, the numerator of
which is the number of full months of employment by Executive in such fiscal year and the denominator of which is 12.  Such
amount shall be paid as soon as administratively practicable, but in no event later than March 15 following the year in which Executive’s
death occurred.


 


(c)          Accrued
Compensation.  The Company shall pay to Executive’s beneficiaries or his estate, as the case may be, any
accrued Base Salary, any vested deferred compensation (other than pension plan or profit-sharing plan benefits that will be paid
in accordance with the applicable plan), any benefits under any plans of the Company (other than pension and profit-sharing plans)
in which Executive is a participant to the full extent of Executive’s rights under such plans, any accrued vacation pay and
any appropriate business expenses incurred by Executive in connection with his duties hereunder, all to the date of termination
(collectively “Accrued Compensation”).


 


(d)          No
Severance Compensation.  The compensation and benefits set forth in Sections 6.2(a) through (c) herein shall
be the only compensation and benefits provided by the Company in the event of Executive’s death and no other severance compensation
or benefits shall be provided.


 


6.3           By
Disability.  If Executive is prevented from performing his duties hereunder by reason of any physical or mental
incapacity that results in Executive’s satisfaction of all requirements necessary to receive benefits under the Company’s
long-term disability plan due to a total disability, then, to the extent permitted by law, the Company may terminate the employment
of Executive and this Agreement at or after such time.  In such event, and if Executive signs the General Release set
forth as Exhibit A or such other form of release as the Company may require (the “Release”) on or within the
time period set forth therein, but in no event later than forty-five (45) days after the termination date and allows such Release
to become effective (the “Release Effective Date”), then:


 


(a)          Accrued
Compensation.  The Company shall pay to Executive all Accrued Compensation (as defined in Section 6.2(c)
herein).


 


(b)          Base
Salary Continuation.  The Company shall continue to pay Executive’s Base Salary, less required withholdings,
for a period of 12 months (the “Disability Base Salary Payments”) following Executive’s separation from
service; provided that the Disability Base Salary Payments shall be reduced by any insurance or other payments to Executive under
policies and plans sponsored by the Company, even if premiums are paid by Executive.  Subject to the provisions of Section
6.11, the Disability Base Salary Payments shall be paid in accordance with the Company’s standard payroll practices; provided,
however, that any amounts that would otherwise be scheduled to be paid prior to the Release Effective Date shall instead accrue
and be paid during the first payroll period following the Release Effective Date, and all other payments shall be made as originally
scheduled.


 


(c)          Bonus.  The
Company shall pay to Executive a lump sum amount equal to Executive’s Target Annual Bonus (as defined in Section 3.2) for
the Company’s then-current fiscal year multiplied by a fraction, the numerator of which is the number of full months of employment
by Executive in the current fiscal year and the denominator of which is 12.  Such


 




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payment shall be made within
ten (10) days following the Release Effective Date.


 


(d)          Stock
Awards.  The vesting of all outstanding Stock Awards held by Executive shall be accelerated such that
the amount of shares vested under such Stock Awards shall equal that number of shares that would have been vested if Executive
had continued to render services to the Company for 12 continuous months after the date of Executive's termination of employment.


 


(e)          Health
Insurance Benefits.  To the extent provided by the federal COBRA law or, if applicable, state insurance
laws, and by the Company’s current group health insurance policies, Executive will be eligible to continue Executive’s
group health insurance benefits at Executive’s own expense.  If Executive timely elects continued coverage under
COBRA, the Company shall pay Executive’s COBRA premiums, and any applicable Company COBRA premiums, necessary to continue
Executive’s then-current coverage for a period of 12 months after the date of Executive’s termination of employment;
provided, however,  that any such payments will cease if Executive voluntarily enrolls in a health insurance plan
offered by another employer or entity during the period in which the Company is paying such premiums.  Executive agrees
to immediately notify the Company in writing of any such enrollment.


 


Notwithstanding the foregoing,
if the Company determines, in its sole discretion, that it cannot provide the foregoing benefit without potentially incurring financial
costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company
shall in lieu thereof provide to Executive a taxable monthly amount to continue his group health insurance coverage in effect on
the date of separation from service (which amount shall be based on the premium for the first month of COBRA coverage), which payments
shall be made regardless of whether Executive elects COBRA continuation coverage and shall commence in the month following the
month in which Executive incurs a separation from service and shall end on the earlier of (x) the date on which Executive voluntarily
enrolls in a health insurance plan offered by another employer or entity during the period in which the Company is paying such
amounts and (y) 12 months after the date of Executive’s separation from service.


 


(f)          Disability
Plans.  Nothing in this Section 6.3 shall affect Executive’s rights under any disability plan in which
Executive is a participant.


 


6.4           Termination
by the Company for Cause.


 


(a)          No
Liability.  The Company may terminate Executive’s employment and this Agreement for Cause (as defined
below) without liability at any time.  In such event, the Company shall pay Executive all Accrued Compensation (as defined
in Section 6.2(c) herein), but no other compensation or reimbursement of any kind, including without limitation, any severance
compensation or benefits shall be paid, and thereafter the Company’s obligations hereunder shall terminate.


 


(b)          Definition
of “Cause.”  For purposes of this Agreement, “Cause” shall mean one or more of the following:


 




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(i)          Executive’s
intentional commission of an act, or intentional failure to act, that materially injures the business of the Company; provided,
however, that in no event shall any business judgment made in good faith by Executive and within Executive’s defined
scope of authority constitute a basis for termination for Cause under this Agreement;


 


(ii)         Executive’s
intentional refusal or intentional failure to act in accordance with any lawful and proper direction or order of the Board of Directors
or the Chief Executive Officer;


 


(iii)        Executive’s
material breach of Executive’s fiduciary, statutory, contractual, or common law duties to the Company (including any material
breach of this Agreement, the Proprietary Information and Inventions Agreement, or the Company’s written policies);


 


(iv)        Executive’s
indictment for or conviction of any felony or any crime involving dishonesty; or


 


(v)         Executive’s
participation in any fraud or other act of willful misconduct against the Company;


 


provided, however, that in the event
that any of the foregoing events is reasonably capable of being cured, the Company shall provide written notice to Executive describing
the nature of such event and Executive shall thereafter have ten (10) business days to cure such event.


 


6.5           Termination
by the Company without Cause.


 


(a)          The
Company’s Right.  The Company may terminate Executive’s employment and this Agreement without Cause
(as defined in Section 6.4(b) herein) at any time by giving thirty (30) days advance written notice to Executive.


 


(b)          Severance
Benefits.   If the Company terminates Executive’s employment without Cause, and if Executive signs the
Release on or within the time period set forth therein (but in no event later than forty-five (45) days after the termination date)
and allows such Release to become effective, then:


 


(i)          Accrued
Compensation.  The Company shall pay to Executive all Accrued Compensation (as defined in Section 6.2(c)
herein).


 


(ii)         Cash
Compensation Amount Payments.  The Company shall pay Executive an amount equal to (A) Executive’s
annual Base Salary plus Executive’s Target Annual Bonus (as defined in Section 3.2 herein) multiplied by (B) 1.0 (the
“Cash Compensation Amount”).  Subject to the provisions of Section 6.11, the Cash Compensation Amount will
be paid in equal installments on the Company’s standard payroll dates over a period of 12 months following Executive’s
separation from service; provided, however, that any amounts that would otherwise be scheduled to be paid prior to the Release
Effective Date shall instead accrue and be paid during the first payroll period following the Release Effective Date, and all other
payments shall be made as originally scheduled.


 




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(iii)        Stock
Awards.  The vesting of all outstanding Stock Awards held by Executive shall be accelerated such that the amount
of shares vested under such Stock Awards shall equal that number of shares that would have been vested if Executive had continued
to render services to the Company for 12 continuous months after the date of Executive's termination of employment.


 


(iv)        Health
Insurance Benefits.  To the extent provided by the federal COBRA law or, if applicable, state insurance
laws, and by the Company’s current group health insurance policies, Executive will be eligible to continue Executive’s
group health insurance benefits at Executive’s own expense.  If Executive timely elects continued coverage under
COBRA, the Company shall pay Executive’s COBRA premiums, and any applicable Company COBRA premiums, necessary to continue
Executive’s then-current coverage for a period of 12 months after the date of Executive’s termination of employment;
provided, however,  that any such payments will cease if Executive voluntarily enrolls in a health insurance plan
offered by another employer or entity during the period in which the Company is paying such premiums.  Executive agrees
to immediately notify the Company in writing of any such enrollment.


 


Notwithstanding the foregoing,
if the Company determines, in its sole discretion, that it cannot provide the foregoing benefit without potentially incurring financial
costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company
shall in lieu thereof provide to Executive a taxable monthly amount to continue his group health insurance coverage in effect on
the date of separation from service (which amount shall be based on the premium for the first month of COBRA coverage), which payments
shall be made regardless of whether Executive elects COBRA continuation coverage and shall commence in the month following the
month in which Executive incurs a separation from service and shall end on the earlier of (x) the date on which Executive voluntarily
enrolls in a health insurance plan offered by another employer or entity during the period in which the Company is paying such
amounts and (y) 12 months after the date of Executive’s separation from service.


 


6.6           Termination
by Executive due to a Constructive Termination.


 


(a)          Executive’s
Right.  Executive may resign his employment and terminate this Agreement at any time as a result of a Constructive
Termination (as defined in Section 6.6(c) herein).


 


(b)          Severance
Benefits.  If Executive resigns his employment and terminates this Agreement as a result of a Constructive
Termination, and if Executive signs the Release on or within the time period set forth therein (but in no event later than forty-five
(45) days after the termination date) and allows such Release to become effective, then Executive shall receive all of the severance
benefits set forth in Section 6.5(b) herein.


 


(c)          Definition
of “Constructive Termination.” For purposes of this Agreement, “Constructive Termination” shall
mean a resignation of employment and termination of this Agreement by Executive for one or more of the following reasons:


 




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(i)          Assignment
to, or withdrawal from, Executive of any duties or responsibilities that results in a material diminution in such Executive’s
authority, duties or responsibilities as in effect immediately prior to such change;


 


(ii)         A
material diminution in the authority, duties or responsibilities of the supervisor to whom Executive is required to report;


 


(iii)        A
material reduction by the Company of Executive’s annual Base Salary;


 


(iv)        A
relocation of Executive or the Company’s principal executive offices if Executive’s principal office is at such offices,
to a location more than forty (40) miles from the location at which Executive is then performing his duties, except for an opportunity
to relocate which is accepted by Executive in writing; or


 


(v)         A
material breach by the Company of any provision of this Agreement or any other enforceable written agreement between Executive
and the Company;


 


provided however,
that Executive must first provide the Company with written notice specifying the condition giving rise to a Constructive Termination
within ninety (90) days following the initial existence of such condition; and Executive’s notice must specify that Executive
intends to terminate her employment no earlier than thirty (30) days after providing such notice, and the Company must be given
an opportunity to cure such condition within thirty (30) days following its receipt of such notice and avoid paying benefits.


 


6.7           Voluntary
Resignation.  Executive may resign his employment and terminate this Agreement at any time for any reason other
than due to a Constructive Termination (as defined in Section 6.6(c) herein).  In such event, (a) the Company shall pay
Executive all Accrued Compensation (as defined in Section 6.2(c) herein), and (b) the vesting of the RSU Award (to the extent it
is then unvested) shall be accelerated so that the amount of shares vested under such RSU Award shall equal 1/12th of
the total number of shares subject to the RSU Award multiplied by the number of full months that elapsed between the grant date
and Executive’s termination of employment, but no other compensation or reimbursement of any kind, including without limitation,
any severance compensation or benefits shall be paid, and thereafter the Company’s obligations hereunder shall terminate.


 


6.8           Change
in Control.


 


(a)          Severance
Benefits.  If (i) within thirty (30) days prior to, or on or within six (6) months after, the consummation of
a Change in Control (as defined in Section 6.8(b) herein), (1) the Company terminates Executive’s employment and this Agreement
without Cause pursuant to Section 6.5 herein or (2) Executive resigns his or her employment and terminates this Agreement as a
result of a Constructive Termination pursuant to Section 6.6 herein, and (ii) in either event (1) or (2), Executive signs the Release
on or within the time period set forth therein, but in no event later than forty-five (45) days after the termination date and
allows such Release to become effective, then Executive shall receive the following severance benefits in lieu of any severance
benefits set forth in Section 6.5(b) or Section 6.6(b) herein:


 




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(i)          Accrued
Compensation.  The Company shall pay to Executive all Accrued Compensation (as defined in Section 6.2(c)
herein).


 


(ii)         CIC
Cash Compensation Amount Payment.  The Company shall pay Executive an amount equal to (A) Executive’s annual
Base Salary plus Executive’s Target Annual Bonus (as defined in Section 3.2 herein) multiplied by (B) 1.5 (collectively,
the “CIC Cash Compensation Amount”).  The CIC Cash Compensation Amount will be paid in one lump sum within
ten (10) days following the Release Effective Date.


 


(iii)        Stock
Awards.  The vesting of all outstanding Stock Awards held by Executive shall be accelerated in full, effective
as of the Release Effective Date.


 


(iv)        Health
Insurance Benefits.  To the extent provided by the federal COBRA law or, if applicable, state insurance
laws, and by the Company’s current group health insurance policies, Executive will be eligible to continue Executive’s
group health insurance benefits at Executive’s own expense.  If Executive timely elects continued coverage under
COBRA, the Company shall pay Executive’s COBRA premiums, and any applicable Company COBRA premiums, necessary to continue
Executive’s then-current coverage for a period of 18 months after the date of Executive’s termination of employment;
provided, however,  that any such payments will cease if Executive voluntarily enrolls in a health insurance plan
offered by another employer or entity during the period in which the Company is paying such premiums.  Executive agrees
to immediately notify the Company in writing of any such enrollment.


 


Notwithstanding the foregoing,
if the Company determines, in its sole discretion, that it cannot provide the foregoing benefit without potentially incurring financial
costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company
shall in lieu thereof provide to Executive a taxable monthly amount to continue his or her group health insurance coverage in effect
on the date of separation from service (which amount shall be based on the premium for the first month of COBRA coverage), which
payments shall be made regardless of whether Executive elects COBRA continuation coverage and shall commence in the month following
the month in which Executive incurs a separation from service and shall end on the earlier of (x) the date on which Executive voluntarily
enrolls in a health insurance plan offered by another employer or entity during the period in which the Company is paying such
amounts and (y) 18 months after the date of Executive’s separation from service.


 


(b)          For
purposes of this Agreement, a “Change in Control” shall have occurred if at any time following the Effective Date,
any of the following events shall occur:


 


(i)          The
Company is merged, or consolidated, or reorganized into or with another corporation or other legal person, and as a result of such
merger, consolidation or reorganization less than 50% of the combined voting power of the then-outstanding securities of such corporation
or person immediately after such transaction are held in the aggregate by the holders of voting securities of the Company immediately
prior to such transaction;


 


(ii)         The
Company sells all or substantially all of its assets or any other corporation or other legal person and thereafter, less than 50%
of the combined voting power of


 




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the then-outstanding voting
securities of the acquiring or consolidated entity are held in the aggregate by the holders of voting securities of the Company
immediately prior to such sale;


 


(iii)        There
is a report filed after the date of this Agreement on Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report),
each as promulgated pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) disclosing that any person
(as the term “person” is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the beneficial
owner (as the term beneficial owner is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange
Act) representing 50% or more of the combined voting power of the then-outstanding voting securities of the Company; or


 


(iv)        During
any period of two (2) consecutive years following the Effective Date, individuals who at the beginning of any such period constitute
the directors of the Company cease for any reason to constitute at least a majority thereof unless the election to the nomination
for election by the Company’s shareholders of each director of the Company first elected during such period was approved
by a vote of at least two-thirds of the directors of the Company then still in office who were directors of the Company at the
beginning of such period.


 


6.9           Mitigation.  Except
as otherwise specifically provided herein, Executive shall not be required to mitigate the amount of any payment provided under
this Agreement by seeking other employment or self-employment, nor shall the amount of any payment provided for under this Agreement
be reduced by any compensation earned by Executive as a result of employment by another employer or through self-employment or
by retirement benefits after the date of Executive’s termination of employment from the Company, except as provided herein.


 


6.10         Coordination.  If
upon termination of employment, Executive becomes entitled to rights under other plans, contracts or arrangements entered into
by the Company, this Agreement shall be coordinated with such other arrangements so that Executive’s rights under this Agreement
are not reduced, and that any payments under this Agreement offset the same types of payments otherwise provided under such other
arrangements, but do not otherwise reduce any payments or benefits under such other arrangements to which Executive becomes entitled.


 


6.11         Application
of Section 409A.  Notwithstanding anything to the contrary herein, the following provisions apply to the extent
severance benefits provided herein are subject to Section 409A of the Code and the regulations and other guidance thereunder and
any state law of similar effect (collectively “Section 409A”).  Severance benefits shall not commence until
Executive has a “separation from service” for purposes of Section 409A.  If Executive is a “specified
employee” within the meaning of 409A(a)(2)(B)(i) of the Code, any installment payments of Disability Base Salary Payments
pursuant to Section 6.3(b) or Cash Compensation Amounts pursuant to Section 6.5(b) or 6.6(b) that are triggered by a separation
from service shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment
amount, or (z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such
termination, and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section
1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term


 




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deferral” rule set
forth in Section 1.409A-1(b)(4) of the Treasury Regulations.  It is intended that if Executive is a “specified
employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such separation from service the foregoing
provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code because payments to Executive
will either be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury
Regulations or will not be paid until at least 6 months after separation from service.  The severance benefits are intended
to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse
personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.


 


6.12         Parachute
Payments.


 


(a)          If
any payment or benefit (including payments or benefits pursuant to this Agreement) that Executive would receive in connection with
a Change in Control or otherwise (“Payment”) would (1) constitute a “parachute payment” within the meaning
of Section 280G of the Code, and (2) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the
“Excise Tax”), then such Payment shall be equal to the Reduced Amount.  The "Reduced Amount" shall
be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax
or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable
federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate),
results in Executive's receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion
of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting "parachute payments"
is necessary so that the Payment equals the Reduced Amount, Executive shall have no rights to any additional payments and/or benefits,
and reduction shall occur in the manner that results in the greatest economic benefit for Executive.  If more than one
method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata.


 


(b)          In
the event it is subsequently determined by the Internal Revenue Service that some portion of the Reduced Amount as determined pursuant
to clause (x) in the preceding paragraph is subject to the Excise Tax, Executive agrees to promptly return to the Company a sufficient
amount of the Payment so that no portion of the Reduced Amount is subject to the Excise Tax.  For the avoidance of doubt,
if the Reduced Amount is determined pursuant to clause (y) in the preceding paragraph, Executive will have no obligation to return
any portion of the Payment pursuant to the preceding sentence.


 


(c)          The
independent registered public accounting firm engaged by the Company for general audit purposes as of the day prior to the effective
date of the event described in Section 280G(b)(2)(A)(i) of the Code will perform the foregoing calculations.  If the
independent registered public accounting firm so engaged by the Company is serving as accountant or auditor for the individual,
entity or group effecting such Change in Control or similar transaction, the Company will appoint a nationally recognized independent
registered public accounting firm to make the determinations required hereunder.  The Company will bear all expenses
with respect to the determinations by such independent registered public accounting


 




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firm required to be made
hereunder.  Any good faith determinations of the independent registered public accounting firm made hereunder will be
final, binding and conclusive upon the Company and you.


 


Article
7



GENERAL PROVISIONS


 


7.1           Governing
Law.  The validity, interpretation, construction and performance of this Agreement and the rights of the parties
thereunder shall be interpreted and enforced under California law without reference to principles of conflicts of laws.


 


7.2           Assignment;
Successors; Binding Agreement.


 


(a)          No
Assignment.  Executive may not assign, pledge or encumber his interest in this Agreement or any part thereof.


 


(b)          Assumption
by Successor.  The Company will require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by operation of law or by
agreement in form and substance reasonably satisfactory to Executive, to assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform it if no such succession had taken place.


 


(c)          Binding
Agreement.  This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or
legal representatives, executors, administrators, successors, heirs, distributee, devisees and legatees.  If Executive
should die while any amount is at such time payable to Executive hereunder, all such amounts, unless otherwise provided herein,
shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legates or other designee or, if there
be no such designee, to her estate.


 


7.3           Notice.
For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when delivered or mailed by certified or registered mail, return receipt requested, postage
prepaid, addressed to the respective addresses set forth below or to such other address as either party may have furnished to the
other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.


 


To the Company:



Retrophin, Inc.

12255 El Camino Real Suite 250


San Diego, CA 92130


To Executive:



Alvin Shih, MD


 




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7.4           Modification;
Waiver; Entire Agreement.  This Agreement constitutes the complete, final and exclusive embodiment of the entire
agreement between Executive and the Company with regard to this subject matter.  It is entered into without reliance
on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such
promises, warranties or representations.  No provisions of this Agreement may be modified, waived or discharged unless
such waiver, modification or discharge is agreed to in writing signed by Executive and such officer as may be specifically designated
by the Board of Directors of the Company.  No waiver by either party hereto at any time of any breach by the other party
of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver
of similar or dissimilar provisions or conditions at the same or any prior or subsequent time.


 


7.5           Validity.
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.


 


7.6           Controlling
Document. Except to the extent described in Section 6.10, in case of conflict between any of the terms and conditions of
this Agreement and any document herein referred to, the terms and conditions of this Agreement shall control.


 


7.7           Executive
Acknowledgment. Executive acknowledges (a) that he has consulted with or has had the opportunity to consult with independent
counsel of his own choice concerning this Agreement, and has been advised to do so by the Company, and (b) that he has read and
understands the Agreement, is fully aware of its legal effect, and has entered into it freely based on his own judgment.


 


7.8           Dispute
Resolution.  To ensure the rapid and economical resolution of disputes that may arise in connection with Executive’s
employment, Executive and the Company agree that any and all disputes, claims, or causes of action, in law or equity, arising from
or relating to the enforcement, breach, performance, execution, or interpretation of this Agreement, Executive’s  employment,
or the termination of that employment, shall be resolved, to the fullest extent permitted by law pursuant to the Federal Arbitration
Act, 9 U.S.C. §1-16, by final, binding and confidential arbitration in San Diego, California conducted before a single arbitrator
by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) or its successor, under the then applicable JAMS rules;
provided, however, that in no event shall the Arbitrator be empowered to hear or determine any class or collective claim
of any type.  The JAMS rules can be found online at www.jamsadr.com.  By agreeing to this arbitration procedure,
both Executive and the Company waive the right to resolve any such dispute through a trial by jury or judge or by administrative
proceeding.  The arbitrator shall:  (a) have the authority to compel adequate discovery for the resolution
of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written arbitration decision including
the arbitrator’s essential findings and conclusions and a statement of the award.  The Company shall pay all of
JAMS’ arbitration fees.  Nothing in this letter agreement shall prevent either Executive or the Company


 




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from obtaining injunctive
relief in court if necessary to prevent irreparable harm pending the conclusion of any arbitration.  The parties agree
that the arbitrator shall award reasonable attorneys’ fees, costs, and all other related expenses to the prevailing party
in any action brought hereunder, and the arbitrator shall have discretion to determine the prevailing party in an arbitration where
multiple claims may be at issue.


 


7.9           Remedies.


 


(a)          Injunctive
Relief.  The parties agree that the services to be rendered by Executive hereunder are of a unique nature and that in the
event of any breach or threatened breach of any of the covenants contained herein, the damage or imminent damage to the value and
the goodwill of the Company’s business will be irreparable and extremely difficult to estimate, making any remedy at law
or in damages inadequate. Accordingly, the parties agree that the Company shall be entitled to injunctive relief against Executive
in the event of any breach or threatened breach of any such provisions by Executive, in addition to any other relief (including
damage) available to the Company under this Agreement or under law.


 


(b)          Exclusive. 
Both parties agree that the remedy specified in Section 7.9(a) above is not exclusive of any other remedy for the breach by Executive
of the terms hereof.


 


7.10         Counterparts.
 This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same Agreement.


 


Executed by the parties as follows:


 


	EXECUTIVE	 	RETROPHIN, INC.	 
	 	 	 	 	 	 
	By: 	/s/ Alvin Shin	 	By: 	/s/ Laura Clague	 
	 	 	 	 	 	 






	Date: 	05/07/2015	 	Date: 	05/08/2015	 


 




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EXHIBIT A


GENERAL RELEASE


[To be signed on or after employment
termination date]


 


Pursuant to the terms of the Employment Agreement
between Retrophin, Inc.  (the “Company”) and Alvin Shih, MD (“Executive”) dated May __, 2015
(the “Agreement”), the parties hereby enter into the following General Release (the “Release”):


 


1.          Accrued
Salary and Vacation.  Executive understands that, on the last date of Executive’s employment with
the Company, the Company will pay Executive any accrued salary and accrued and unused vacation to which Executive is entitled by
law, regardless of whether Executive signs this Release.


 


2.          General
Release.  Executive hereby generally and completely releases the Company and its directors, officers, employees,
shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and
assigns (collectively the “Released Parties”) of and from any and all claims, liabilities and obligations, both known
and unknown, arising out of or in any way related to events, acts, conduct, or omissions occurring at any time prior to or at the
time that Executive signs this Release.


 


3.          Scope
of Release.  This general release includes, but is not limited to: (1) all claims arising out of or in any way
related to Executive’s employment with the Company or the termination of that employment; (2) all claims related to Executive’s
compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance
pay, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (3) all claims for breach
of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing (including claims based on
or arising under the Agreement); (4) all tort claims, including claims for fraud, defamation, emotional distress, and discharge
in violation of public policy; and (5) all federal, state, and local statutory claims, including claims for discrimination, harassment,
retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal
Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act (as amended) (“ADEA”), the
federal Family and Medical Leave Act, the California Labor Code (as amended), the California Family Rights Act, and the California
Fair Employment and Housing Act (as amended).


 


4.          ADEA
Waiver.  Executive acknowledges that Executive is knowingly and voluntarily waiving and releasing any rights
Executive may have under the ADEA, and that the consideration given for the waiver and release in the preceding paragraph is in
addition to anything of value to which Executive is already entitled. If Executive is age 40 or older upon execution of this Release,
Executive further acknowledges that Executive has been advised by this writing that,  (1) Executive’s waiver and
release do not apply to any rights or claims that may arise after the date Executive signs this Release; (2) Executive should consult
with an attorney prior to signing this Release (although Executive may choose voluntarily not to do so); (3) Executive has twenty-one
(21) days to consider this Release (although Executive may choose voluntarily to sign it earlier); (4) Executive has seven (7)
days following the date Executive signs


 




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this Release to revoke it
by providing written notice of revocation to the Company’s Chief Executive Officer; and (5) this Release will not be effective
until the date upon which the revocation period has expired, which will be the eighth calendar day after the date Executive signs
it provided that Executive does not revoke it.  If Executive is under 40 years of age upon execution of this Release,
the Release will be effective upon signing and not revocable.


 


5.          Waiver
of Unknown Claims.  EXECUTIVE UNDERSTANDS THAT THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.  Executive
acknowledges that Executive has read and understands Section 1542 of the California Civil Code which reads as follows:  “A
general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time
of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”  Executive
hereby expressly waives and relinquishes all rights and benefits under that section and any law or legal principle of similar effect
in any jurisdiction with respect to Executive’s respective release of claims herein, including but not limited to Executive’s
release of unknown and unsuspected claims.


 


6.          Excluded
Claims.  Executive understands that notwithstanding the foregoing, the following are not included in the
Released Claims (the “Excluded Claims”): (i) any rights or claims for indemnification Executive may have pursuant to
any written indemnification agreement to which he is a party, the charter, bylaws, or operating agreements of any of the Released
Parties, or under applicable law; or (ii) any rights which are not waivable as a matter of law.  In addition, Executive
understands that nothing in this release prevents Executive from filing, cooperating with, or participating in any proceeding before
the Equal Employment Opportunity Commission, the Department of Labor, or any similar government agency, except that Executive acknowledges
and agrees that Executive shall not recover any monetary benefits in connection with any such claim, charge or proceeding with
regard to any claim released herein.  Executive hereby represents and warrants that, other than the Excluded Claims,
Executive is not aware of any claims he has or might have against any of the Released Parties that are not included in the Released
Claims.


 


7.          Executive
Representations.  Executive hereby represents that Executive has been paid all compensation owed and for all
hours worked; Executive has received all the leave and leave benefits and protections for which Executive is eligible, pursuant
to the Family and Medical Leave Act, the California Family Rights Act, or otherwise; and Executive has not suffered any on-the-job
injury for which Executive has not already filed a workers’ compensation claim.


 


8.          Nondisparagement.  Executive
agrees not to disparage the Company, its parent, or its or their officers, directors, employees, shareholders, affiliates and agents,
in any manner likely to be harmful to its or their business, business reputation, or personal reputation (although Executive may
respond accurately and fully to any question, inquiry or request for information as required by legal process).


 


9.          Cooperation.  Executive
agrees not to voluntarily (except in response to legal compulsion) assist any third party in bringing or pursuing any proposed
or pending litigation,


 




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arbitration, administrative
claim or other formal proceeding against the other party, or against the Company’s parent or subsidiary entities, affiliates,
officers, directors, employees or agents.  Executive further agrees to reasonably cooperate with the other party, by
voluntarily (without legal compulsion) providing accurate and complete information, in connection with such other party’s
actual or contemplated defense, prosecution, or investigation of any claims or demands by or against third parties, or other matters,
arising from events, acts, or failures to act that occurred during the period of Executive’s employment by the Company.


 


10.         No
Admission of Liability.  The parties agree that this Release, and performance of the acts required by it, does
not constitute an admission of liability, culpability, negligence or wrongdoing on the part of anyone, and will not be construed
for any purpose as an admission of liability, culpability, negligence or wrongdoing by any party and/or by any party’s current,
former or future parents, subsidiaries, related entities, predecessors, successors, officers, directors, shareholders, agents,
employees and assigns.  The parties specifically acknowledge and agree that this Release is a compromise of disputed
claims and that the Company denies any liability for any matter released herein.


 


	Retrophin, Inc.:	 	Executive:	 
	 	 	 	 	 	 
	By:	 	 	By:	 	 
	 	 	 	 	 	 






	Date:	 	 	Date:	 	 


 




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