Common use of Authorized Generics Clause in Contracts

Authorized Generics. If a Third Party generic of a Product (“Third Party Generic Product”) enters the Territory, Mission shall have the right to sell, distribute, and supply its own generic version of the Product (“Mission Generic Product”) under the following terms: 18.1 Such Mission Generic Product shall not use the Trademark (or any other mark confusingly similar thereto) and shall not incorporate Project Know-How unless the Third Party Generic Product is a generic of the 300 mg enteric coated tablet of Product. 18.2 In the event Mission elects to commercialize a Mission Generic Product incorporating or using Project Know-How, Retrophin may terminate this Agreement. 18.3 At least [***] days prior to Mission or Mission’s affiliates selling, distributing or supplying any Mission Generic Product, Mission shall give written notice to Retrophin of such intention and, upon Retrophin’s election, 237476157 v1 the Parties shall negotiate in good faith a mutually acceptable agreement with respect to Retrophin’s acquisition of rights to the Mission Generic Products. 18.4 Prior to granting any right to sell, distribute or supply any Mission Generic Product to a Third Party, Mission shall give written notice to Retrophin of such intention as provided in Section 18.3 and Retrophin shall have [***] days from its receipt of such notice to provide written notice to Mission (the “Retrophin Notice”) that Retrophin wishes to negotiate such right. The Retrophin Notice shall include the terms and conditions under which Retrophin wishes to obtain such rights, including detailed financial terms. If Retrophin delivers a Retrophin Notice to Mission within such [***]-day period, then Retrophin and Mission shall negotiate in good faith a mutually acceptable agreement with respect to Retrophin’s acquisition of rights to the Mission Generic Products; provided that, if the Parties do not enter into such an agreement on mutually acceptable terms within [***] days after the date of the Retrophin Notice or such longer period as agreed to in writing by the Parties, then Mission shall have no further obligation to Retrophin to negotiate such an agreement and Mission thereafter shall be free to grant such rights with respect to the Mission Generic Product to a Third Party (i) on principal financial terms that are, in the aggregate, equal to or more favorable to Mission than the terms last offered in writing to Mission by Retrophin or (ii) on any other terms as long as Mission first gives Retrophin a [***]-day period to enter into an agreement on the same terms.” c. Exhibit A to the Agreement, THIOLA® Trademark, is hereby deleted and replaced with Exhibit A, THIOLA® and THIOLA EC® Trademarks, attached hereto. d. Exhibit B to the Agreement, THIOLA® PRODUCT SPECIFICATIONS, is hereby deleted and replaced with Exhibit B, THIOLA® and THIOLA EC® PRODUCT SPECIFICATIONS, attached hereto.

Authorized Generics. If a Third Party generic of a Product (“Third Party Generic Product”) enters the Territory, Mission shall have the right to sell, distribute, and supply its own generic version of the Product (“Mission Generic Product”) under the following terms: 18.1 Such Mission Generic Product shall not use the Trademark (or any other mark ▇▇▇▇ confusingly similar thereto) and shall not incorporate Project Know-How unless the Third Party Generic Product is a generic of the 300 mg enteric coated tablet of Product. 18.2 In the event Mission elects to commercialize a Mission Generic Product incorporating or using Project Know-How, Retrophin may terminate this Agreement.. 237476157 v1 18.3 At least [***] days prior to Mission or Mission’s affiliates selling, distributing or supplying any Mission Generic Product, Mission shall give written notice to Retrophin of such intention and, upon Retrophin’s election, 237476157 v1 the Parties shall negotiate in good faith a mutually acceptable agreement with respect to Retrophin’s acquisition of rights to the Mission Generic Products. 18.4 Prior to granting any right to sell, distribute or supply any Mission Generic Product to a Third Party, Mission shall give written notice to Retrophin of such intention as provided in Section 18.3 and Retrophin shall have [***] days from its receipt of such notice to provide written notice to Mission (the “Retrophin Notice”) that Retrophin wishes to negotiate such right. The Retrophin Notice shall include the terms and conditions under which Retrophin wishes to obtain such rights, including detailed financial terms. If Retrophin delivers a Retrophin Notice to Mission within such [***]-day period, then Retrophin and Mission shall negotiate in good faith a mutually acceptable agreement with respect to Retrophin’s acquisition of rights to the Mission Generic Products; provided that, if the Parties do not enter into such an agreement on mutually acceptable terms within [***] days after the date of the Retrophin Notice or such longer period as agreed to in writing by the Parties, then Mission shall have no further obligation to Retrophin to negotiate such an agreement and Mission thereafter shall be free to grant such rights with respect to the Mission Generic Product to a Third Party (i) on principal financial terms that are, in the aggregate, equal to or more favorable to Mission than the terms last offered in writing to Mission by Retrophin or (ii) on any other terms as long as Mission first gives Retrophin a [***]-day period to enter into an agreement on the same terms.” c. Exhibit A to the Agreement, THIOLA® Trademark, is hereby deleted and replaced with Exhibit A, THIOLA® and THIOLA EC® Trademarks, attached hereto. d. Exhibit B to the Agreement, THIOLA® PRODUCT SPECIFICATIONS, is hereby deleted and replaced with Exhibit B, THIOLA® and THIOLA EC® PRODUCT SPECIFICATIONS, attached hereto.