Exhibit








EXHIBIT 10.2
***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 ONE TO THE THIRD AMENDMENT TO TRADEMARK LICENSE
AND SUPPLY AGREEMENT
This Amendment One dated September 12, 2016 (the “Effective Date”) to the Third Amendment dated March 17, 2016 (the “Amendment”) to the Trademark License and Supply Agreement (“Agreement”) dated May 28, 2014 (“Effective Date”) as amended July 28, 2014 and September 30, 2015 by and between Mission Pharmacal Company (“Mission”) and Retrophin, Inc. (together with its affiliates, “Retrophin”).
WHEREAS, Mission and Retrophin have mutually agreed to amend the Budget for 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 Agreement as of the Effective Date. 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 following Sections shall be added to the Agreement which shall be amended as follows:
		
	1.0
	Exhibit B.


Exhibit B attached hereto will replace Exhibit B to the Amendment.
2.0  Except as set forth above, the Agreement shall remain in full force and effect.
3.0 All noted Amendments to the Agreement, including this Amendment and the Agreement, constitutes 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.
[SIGNATURE PAGE FOLLOWS]


	
					
	RETROPHIN, INC.
	 
	MISSION PHARMACEUTICAL COMPANY

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	By:
	/s/ Stephen Aselage
	 
	By:
	/s/Thomas J. Dooley

	Name: Stephen Aselage
	 
	Name: Thomas J. Dooley

	Title: Chief Executive Officer
	 
	Title: Chief Financial Officer








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Exhibit B - Budget and Anticipated Timeline
Total anticipated development costs for the development of [...***...].
	
						
	 
	[...***...] Budget
	[...***...] Budget
	[...***...] Budget
	[...***...] Budget
	[...***...] Total Budget

	Manufacturing
	 
	 
	 
	 
	 

	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]

	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]

	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]

	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]

	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]

	Regulatory & Development Strategy
	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]

	Regulatory Activities
	 
	 
	 
	 
	 

	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]

	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]

	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]

	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]

	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]

	CMC Support
	 
	 
	 
	 
	 

	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]

	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]

	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]

	Clinical Program
	 
	 
	 
	 
	 

	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]

	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]

	Third Party Pass-Through Costs
	 
	 
	 
	 
	 

	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]

	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]

	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]

	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]

	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]

	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]

	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]

	 
	 
	 
	 
	 
	 

	Subtotal
	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]

	 
	 
	 
	 
	 
	 

	Contingency
	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]

	 
	 
	 
	 
	 
	 

	Total
	[...***...]
	[...***...]
	[...***...]
	[...***...]
	[...***...]










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Anticipated development milestone timeline for the development of [...***...].
	
		
	Key Milestones
	Target Completion Date

	[...***...]
	[...***...]

	[...***...]
	[...***...]

	[...***...]
	[...***...]

	[...***...]
	[...***...]

	[...***...]
	[...***...]

	[...***...]
	[...***...]

	[...***...]
	[...***...]










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