Exhibit 10.7


 


Amendment No. 4 to Credit Agreement


 


This Amendment No. 4 (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, Amendment
No. 3 to the Credit Agreement dated as of January 12, 2015 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 March 24, 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, the Borrower has
advised the Majority Lenders that it wishes to amend certain clauses of Section 1.01 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 replacing the definition of “Change of Control” therein
in its entirety with the following:


 


“Change of Control” means and shall
be deemed to have occurred if:


 


(a)          any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding
any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent
or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined


 




    	 



    	 



    

  


in Rules 13d-3 and 13d-5 under the Exchange Act, except
that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has
the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option
right”)), directly or indirectly, of 35% or more of the equity securities of the Borrower entitled to vote for members of
the board of directors or equivalent governing body of the Borrower on a fully diluted basis (and taking into account all such
securities that such “person” or “group” has the right to acquire pursuant to any option right); or


 


(b)          a
“Change of Control”, “Change in Control” or “Fundamental Change” (or an analogous term for
any of the foregoing) shall have occurred as defined in the indenture governing the Convertible Notes or under the terms of any
instrument evidencing or securing the Indebtedness of the Borrower or any Subsidiary having an outstanding principal amount in
excess of $2,000,000.


 


3.           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 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


 


(d)          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.


 


4.           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.


 




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5.          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.


 


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


 


7.          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.


 


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


 


[REMAINDER OF PAGE INTENTIONALLY
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/ Margaret Valeur-Jensen
	 	 	    Name: Margaret Valeur-Jensen
	 	 	    Title: General Counsel


 


[Signature Page to Amendment No. 4]


 




    	 



    	 



    

  


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


 


[Signature Page to Amendment No. 4]


 




    	 



    	 



    

  


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/ Jeffery 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. 4]