RETIREMENT AND TRANSITION AGREEMENT This RETIREMENT AND TRANSITION 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,

RETIREMENT AND TRANSITION AGREEMENT

This RETIREMENT AND TRANSITION 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 (the Company ) and MARGARET VALEUR-JENSEN, Ph.D. ( Executive ).

WHEREAS, Executive and Company entered into that certain Employment Agreement dated March 3, 2015 (the Employment Agreement ),

which is attached hereto as Exhibit A; and

WHEREAS, Executive desires to retire her employment with Company in a manner that will afford

Company adequate time to secure, and the parties adequate time to transition, Executive s replacement;

NOW, THEREFORE, for and in

consideration of the mutual promises, covenants and obligations contained herein, Executive and Company agree as follows:

Compensation and Benefits. The Company shall pay or provide Additional Compensation and Benefits as follows:

3. No Additional Benefits. Executive acknowledges that,

except as set forth in this Agreement, the Company does not have, and will not have, any obligation to provide Executive at any time in the future with any payments, benefits or considerations other than those recited in Section 2 of this

Agreement. Executive agrees that some of the payments and benefits described in this Section 2 are not required under the Company s normal policies and procedures, and they provide adequate consideration for this Agreement. Specifically,

and without limitation, Executive waives all right or eligibility for separation pay or Severance Benefits as defined and provided in the Employment Agreement. Moreover, while Executive will continue to vest in her current stock options in

accordance with the Plan through the Retirement Date, Executive understands and agrees that she will not be eligible to receive any additional equity award, other than the RSU Award referenced in Section 2(b) above.

4. Post-Retirement Consultation. Nothing in this Agreement shall preclude Executive and the Company from

entering into a consultancy agreement after the Retirement Date, to the extent the Company wishes to retain limited services of the Executive. The terms and conditions of any such consultancy shall be governed by the applicable consultancy

agreement. During the period of post-retirement consultancy, Executive will continue to vest in any previously granted yet unvested (as of the Retirement Date) stock options, pursuant to the terms of the Plan.

5. Reliance; Complete Agreement; Modification. Executive and the Company acknowledge that in executing this Agreement they have not relied on any

statements, promises or representations made by the other party except as specifically memorialized in this Agreement. This Agreement and the Employment Agreement constitute the complete agreement of the parties on or in any way related to the

subject matter addressed herein. Additionally, this Agreement supersedes and voids the Employment Agreement to the extent the Employment Agreement requires the payment of any post-termination of employment pay or benefits to Executive, except as

otherwise stated in this Agreement. To the extent any provision in the Employment Agreement is inconsistent with a term or condition of this Agreement, the parties agree this Agreement shall govern and supersede the Employment Agreement. Following

the Retirement Date, the Employment Agreement shall be null and void. This Agreement cannot be modified or rescinded except upon the written consent of both Executive and the Company.

6. Severability. If any provision of this Agreement is held to be unenforceable, such provision shall be considered to be distinct and severable from

the other provisions of this Agreement, and such unenforceability shall not affect the validity and enforceability of the remaining provisions. If any provision of this Agreement is held to be unenforceable as written but may be made enforceable by

limitation, then such provision shall be enforceable to the maximum extent permitted by applicable law. No failure by either party hereto at any time to give notice of any breach by the other party of, or to require compliance with, any condition or

provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

Governing Law; Venue. The Company and Executive agree that the law of the State of California without regard to conflicts of law principles shall exclusively govern any disputes between the parties, including but not limited to, the validity,

interpretation, and effect of this Agreement, as well as any other disputes arising out of or relating to the employment of Executive by the Company and Executive work for the Company. In the event of any dispute between them, including, but not

limited to any disputes arising out of this Agreement, Executive s employment with the Company and work for the Company, the parties agree to exclusive, mandatory and sole jurisdiction and venue in San Diego, California. The Parties hereby

waive all challenges to personal jurisdiction and venue of such courts, including, but not limited to, the claim or defense that such courts or locale constitute an inconvenient forum.

8. No Assignment/Binding on Successors. Executive may not assign, pledge or encumber her interest in this Agreement or any part thereof. This Agreement

shall be binding upon and inure to the benefit of the parties, their respective heirs, officers, directors, parents, subsidiaries, successors in interest, and assigns, whether by merger, consolidation, or otherwise, and upon and to the benefit of

present and future affiliated and subsidiary companies.

9. Good Faith. The parties agree to do all things necessary and to execute

all further documents necessary and appropriate to carry out and effectuate the terms and purposes of this Agreement.

The headings in this Agreement are for reference purposes only, and do not form a part of this Agreement.

11. Representations and Warranties. Each of the undersigned acknowledges that she/it (a) has read and

fully understands all the terms and conditions of this Agreement, (b) has had sufficient time to consider this Agreement and to consult about it with an attorney, and (c) is signing it knowingly, voluntarily and willingly. This Agreement

is effective once signed by all the parties and can be executed in multiple identical counterparts and via email and fax.

IN WITNESS WHEREOF, the parties

have executed this Agreement on the date specified below.