RETROPHIN, INC. (NASDAQ:RTRX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement

Amendment No. 5 to Sublicense Agreement

On March 20, 2018, Retrophin, Inc. (the “Company”) entered into an Amendment No.5 to Sublicense Agreement (the “Amendment”) with Ligand Pharmaceuticals Incorporated (“Ligand”) to which the Company and Ligand agreed to amend certain terms of the Sublicense Agreement, dated February16, 2012, by and between the Company and Ligand, as amended (the “Sublicense Agreement”).

Under the Sublicense Agreement, Ligand has granted the Company an exclusive worldwide sublicense, with further sublicense rights, to intellectual property rights related to sparsentan and related compounds. Sparsentan is an investigational therapeutic agent which acts as both a potent angiotensin receptor blocker as well as a selective endothelin receptor antagonist preferential for receptor type A.

In connection with entering into the Amendment, the Company paid Ligand $4.6 million, which amount covered the amount that will be due upon initiation of the first Phase 3 trial for sparsentan. to the Amendment, Ligand has agreed to update certain development milestones set forth in the Sublicense Agreement to comport with the current development timeline for sparsentan. Under the Sublicense Agreement, as amended, the escalating annual royalty obligation due to Ligand (inclusive of amounts owed to Bristol-Myers Squibb) between 15% and 17% of net sales of sparsentan, or any products containing related compounds, remains unchanged and the potential milestone payments payable to Ligand are materially unchanged.

The foregoing description of the terms of the Amendment is qualified in its entirety by reference to the Amendment, which will be filed by the Company as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending March 31, 2018.

Indemnity Agreement

On March 22, 2018, the Company’s Board of Directors approved a form indemnity agreement (the “Indemnity Agreement”) to be entered into with each of its officers and directors. The Indemnity Agreement incorporates the relevant provisions of the Delaware General Corporation Law and requires the Company, among other things, to indemnify its officers and directors for all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys’, witness, or other professional fees and related disbursements, and other out-of-pocket costs of whatever nature) actually and reasonably incurred by each officer or director in connection with the investigation, defense, settlement or appeal of any proceeding arising by reason of the fact that such person is or was an officer or director of the Company, arising from any action taken by such person (or a failure to take action) while acting as an officer or director of the Company, or the fact that such person is or was serving at the request of the Company.

The foregoing description of the Indemnity Agreement is qualified in its entirety by reference to the Indemnity Agreement, which will be filed by the Company as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending March 31, 2018.

Forward-Looking Statements

Statements contained in this Current Report on Form 8-K regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Among the factors that could cause actual results to differ materially from those indicated in the forward-looking statements are risks and uncertainties associated with the Company’s ability to commercialize Sparsentan or any products containing related compounds. Risks are described more fully in the Company’s filings with the Securities and Exchange Commission, including without limitation the Company’s most recent Annual Report on Form 10-K, as amended, Quarterly Report on Form 10-Q and other documents subsequently filed with or furnished to the Securities and Exchange Commission. All forward-looking statements contained in this Current Report on Form 8-K speak only as of the date on which they were made. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

About RETROPHIN, INC. (NASDAQ:RTRX)

Retrophin, Inc. is a biopharmaceutical company focused on the development, acquisition and commercialization of therapies for the treatment of serious, catastrophic or rare diseases. It sells three products, including Chenodal (chenodeoxycholic acid), Cholbam (cholic acid) and Thiola (tiopronin). Its Chenodal is approved in the United States for the treatment of patients suffering from gallstones in whom surgery poses an unacceptable health risk due to disease or advanced age. Chenodal has also been care for cerebrotendinous xanthomatosis (CTX) patients. Its Cholbam is approved in the United States for the treatment of bile acid synthesis disorders due to single enzyme defects and is further indicated for adjunctive treatment of patients with peroxisomal disorders. Its Thiola is approved in the United States for the prevention of cystine (kidney) stone formation in patients with severe homozygous cystinuria. Its product candidates include Sparsentan, RE-024, RE-034 and NGLY1.