Exhibit 10.4


 


Execution Version





 


Amendment No. 3 to Credit Agreement


 


This Amendment No. 3 (this
“Amendment”) to that certain Credit Agreement, dated as of June 30, 2014 (as amended by Amendment No. 1
to the Credit Agreement dated as of July 16, 2014, Amendment No. 2 to the Credit Agreement dated as of November 13, 2014 and as
otherwise modified prior to the date hereof, the “Existing Credit Agreement”), by and among Retrophin, Inc.,
as borrower (the “Borrower”), the Lenders from time to time party thereto and U.S. Bank National Association,
as administrative agent and collateral agent (in such capacity, the “Administrative Agent”), is dated as of
January 12, 2015, by and among the Borrower, the Lenders constituting
the Majority Lenders on the signature pages hereto, and the Administrative Agent. Capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to such terms in the Existing Credit Agreement.


 


RECITALS


 


WHEREAS, Section 6.07
of the Existing Credit Agreement provides that the Borrower shall not, and shall not permit any of its Subsidiaries to, make or
hold any Investments or Acquisitions other than the Investments and Acquisitions permitted therein; and


 


WHEREAS, the Borrower has
advised the Majority Lenders that it wishes to amend certain clauses of Section 6.07 of the Existing Credit Agreement on
the terms set forth herein and the Majority Lenders have agreed to consent to such amendments.


 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual promises and undertakings in this Amendment, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1.          Defined
Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Amended Credit
Agreement (as defined below) has the meaning assigned to such term in the Amended Credit Agreement. Each reference in the Existing
Credit Agreement to “this Agreement”, “hereof”, “hereunder”, “herein” and “hereby”
and each other similar reference, and each reference in any other Loan Document to “the Credit Agreement”, “thereof”,
“thereunder”, “therein” or “thereby” or any other similar reference to the Existing Credit
Agreement shall, from the Amendment Effective Date (as defined below), refer to the Existing Credit Agreement after giving effect
to the amendments herein (the “Amended Credit Agreement”).


 


2.          Amendments.



 


(I) Section 1.01 of
the Existing Credit Agreement is hereby amended by inserting the following definitions therein:


 


“Asklepion
Acquisition” means, the acquisition by the Borrower of certain assets, and the assumption by the Borrower of certain
obligations, related to Asklepion’s Cholic Acid business, pursuant to the Asklepion Acquisition Agreement; provided
that


 




    	 



    	 



    

  


(a) such acquisition is financed
with (x) Cash on hand of the Borrower or such Subsidiary, (y) the proceeds of the sale or issuance of any Capital Stock
by the Borrower or (z) Indebtedness incurred under this Agreement; (b) no Default or Event of Default shall have occurred
and be continuing as of the Asklepion Acquisition Closing Date; (c) as of the Asklepion Acquisition Closing Date, the Borrower
shall be in pro forma compliance with each of the Financial Covenants, determined as of the last day of the most recently ended
Measurement Period; and (d) the representations and warranties of the Loan Parties contained in the Loan Documents, in the Asklepion
Acquisition Agreement and the other documents relating thereto, shall in each case be true and correct in all material respects
on and as of the Asklepion Acquisition Closing Date except to the extent that such representations and warranties specifically
refer to an earlier date, in which case such representations and warranties are true and correct in all material respects as of
such earlier date; provided that any such representation and warranty that is qualified by “materiality”, “material
adverse effect” or similar language shall be true and correct in all respects (after giving effect to any such qualification
therein) as of the Asklepion Acquisition Closing Date or such earlier date, as applicable.


 


“Asklepion
Acquisition Agreement” means that certain Asset Purchase Agreement dated as of January 12, 2015 among Asklepion, as seller
and the Borrower, as purchaser, together with all other documents, instruments, certificates and/or agreements entered into in
connection with or related to the Asklepion Acquisition Agreement, the execution versions of each have been provided to the Administrative
Agent.


 


“Asklepion
Acquisition Closing Date” means the Closing Date (as defined in the Asklepion Acquisition Agreement).


 


“Asklepion”
means Asklepion Pharmaceuticals LLC.


 


(II) Section 6.07
of the Existing Credit Agreement is hereby amended by (i) deleting the text “and” appearing at the end of clause (h)
thereof, (ii) deleting the text “.” appearing immediately following clause (i) thereof and inserting the text “;
and” in lieu thereof and (iii) inserting the following new clause (j):


 


(j) the Asklepion
Acquisition.


 


4.          Conditions
Precedent. This Amendment shall become effective when, and only when, each of the following conditions shall have been satisfied
(the date of satisfaction of such conditions precedent, the “Amendment Effective Date”):


 


(a)          the
Administrative Agent shall have received a counterpart of this Amendment executed by the Borrower and the Majority Lenders;


 


(b)          the
representations and warranties of the Loan Parties contained in the Loan Documents shall be true and correct in all material respects
on and as of the Amendment Effective Date except to the extent that such representations and warranties specifically refer to an
earlier date, in which case such representations and warranties shall be true and correct in all


 




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material respects as of such earlier date;
provided that any such representation and warranty that is qualified by “materiality”, “material adverse
effect” or similar language shall be true and correct in all respects (after giving effect to any such qualification therein)
as of the Amendment Effective Date or such earlier date, as applicable;


 


(c)          the
Administrative Agent shall have received payment of all reasonable and documented fees and expenses of counsel for the Administrative
Agent as set forth in Section 9.05 of the Existing Credit Agreement; and


 


(e)          no
Default or Event of Default shall have occurred and be continuing on the Amendment Effective Date, both immediately prior to and
immediately after giving effect to this Amendment.


 


5.          Loan
Document. As of the Amendment Effective Date, this Amendment shall be a Loan Document executed pursuant to the Existing Credit
Agreement, shall constitute a “Loan Document” for all purposes under the Amended Credit Agreement and (unless otherwise
expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof.


 


6.          Effect
of Amendment.  Except as expressly set forth herein, this Amendment shall not by implication or otherwise (i) limit, impair,
constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, the Collateral Agent
or any other party under the Existing Credit Agreement or any other Loan Document, (ii) alter, modify, amend or in any way affect
any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan
Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect or (iii) entitle the
Borrower or any Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions,
obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document in similar or different
circumstances. Except as expressly amended or waived hereby, the provisions of the Existing Credit Agreement are and shall remain
in full force and effect.


 


7.          Section
Captions. Section captions used in this Amendment are for convenience of reference only, and shall not affect the construction
of this Amendment.


 


8.          Counterparts.
This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute
one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic
means shall be effective as delivery of a manually executed counterpart of this Amendment.


 


9.          Governing
Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 


 


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LEFT BLANK]


 




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IN WITNESS WHEREOF, the parties have caused
this Amendment to be executed in duplicate as of the day and year first above written.


 


	BORROWER:	RETROPHIN, INC.
	 	 	 
	 	By:	/s/ Laura Clague
	 	 	Name: Laura Clague
	 	 	Title: Chief Financial Officer


 


[Signature Page to Amendment No. 3]


 




    	 



    	 



    

 


 


	ADMINISTRATIVE	 	 	 	 
	AGENT:	 	U.S. BANK NATIONAL ASSOCIATION,
	 	 	as Administrative Agent
	 	 	 	 
	 	 	By:	/s/ James A. Haney
	 	 	 	Name: James A. Haney
	 	 	 	Title: Vice President


 


[Signature Page to Amendment No. 3]


 




    	 



    	 



    

  


	MAJORITY LENDERS:	 	 
	 	 	 
	 	Athyrium Opportunities Fund (A) LP,
	 	as Lender
	 	 	 
	 	By:	Athyrium Opportunities Associates 

LP, its general partner
	 	 	 
	 	By:	Athyrium Opportunities Associates 

GP LLC, its general partner
	 	 	 
	 	By:	/s/ Jeffrey A. Ferrell
	 	 	Name: Jeffrey A. Ferrell
	 	 	Title: President
	 	 	 
	 	Athyrium Opportunities Fund (B) LP,
	 	as Lender
	 	 	 
	 	By:	Athyrium Opportunities Associates
	 	 	LP, its general partner
	 	 	 
	 	By:	Athyrium Opportunities Associates 

GP LLC, its general partner
	 	 	 
	 	By:	/s/ Jeffrey A. Ferrell
	 	 	Name: Jeffrey A. Ferrell
	 	 	Title: President


 


[Signature Page to Amendment No. 3]