exv10w1







Exhibit 10.1




STOCK PURCHASE AGREEMENT




     THIS STOCK PURCHASE AGREEMENT (“Agreement”) is made and entered into this 13th day of
August, 2008, by and between QUESTCOR PHARMACEUTICALS, INC., a California corporation (the
“Company”) and CHAUMIERE CONSULTADORIA & SERVICOS SDC UNIPESSOAL L.D.A., a corporation
organized under the laws of Portugal (“Shareholder”).



RECITALS




     A. Shareholder holds of record Seven Million, One Hundred and Eight Thousand, Eight Hundred
and Eighty Nine (7,108,889) shares of the Common Stock, no par value, of the Company.



     B. The Company desires to repurchase Two Million and Two Hundred Thousand (2,200,000) of the
shares from Shareholder (the “Repurchased Shares”) and Shareholder desires to sell the
Repurchased Shares to the Company, for an aggregate repurchase consideration equal to Ten Million
Eight Hundred Ninety Thousand U.S. Dollars ($10,890,000) (the “Repurchase Price”)
representing a per share price of Four U.S. Dollars and Ninety-Five Cents ($4.95), all on the terms
set forth in this Agreement (the “Repurchase”).



     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:



AGREEMENT




     1. Repurchase. Shareholder agrees to and does hereby sell, transfer and convey to the
Company the Repurchased Shares, free and clear of all liens, claims and encumbrances, and the
Company agrees to and does hereby purchase the Repurchased Shares. In consideration of the sale
and transfer of the Repurchased Shares, the Company shall pay to Shareholder the Repurchase Price,
all on the terms set forth in this Agreement. As a result of the Repurchase, in accordance with
the Company’s Articles of Incorporation and the California General Corporation Law, the Repurchased
Shares shall return to the status of authorized by unissued shares of the Company.



     2. Deliveries. The Company shall pay to Shareholder the Repurchase Price by wire
transfer in immediately available funds. Promptly following the date of this Agreement,
Shareholder shall deliver to the Company duly executed stock powers in the form of Exhibit A
attached hereto transferring the Repurchased Shares to the Company and stock certificates including
the Repurchased Shares registered in the name of such Shareholder for cancellation and return to
the Company’s stock record book. Upon receipt of the stock certificates and duly executed stock
powers, the Company shall direct its transfer agent to issue a new stock certificate representing
any remaining shares included in the stock certificates delivered by Shareholder to the Company.
Shareholder has provided the correct wire transfer instructions to effect the wire transfer to the
Company.



     3. Representations, Warranties and Covenants of the Shareholder. Shareholder hereby
represents, warrants and covenants to the Company as follows:



          (a) Legal Power. Shareholder has the requisite legal power and authority to enter
into this Agreement, to deliver the Repurchased Shares and to carry out and perform its obligations



 









 






under the terms of this Agreement, without obtaining the approval or consent of any other party or
authority.




          (b) Title to Shares. Shareholder owns the Repurchased Shares free and clear of all
liens, charges, claims, encumbrances, security interests, equities, restrictions on transfer (other
than restrictions under applicable securities laws) or other defects in title of any kind or
description and, upon delivery of the Repurchased Shares and receipt of the Repurchase Price
therefor, Shareholder will convey to the Company valid and marketable title to the Repurchased
Shares, free and clear of all liens, charges, claims, encumbrances, security interests, equities,
restrictions on transfer (other than restrictions under applicable securities laws) or other
defects in title or description.




          (c) Investment Representations. Due to Shareholder’s pharmaceutical industry
experience, Shareholder possesses the expertise to be able to fend for itself in the transaction
contemplated by this Agreement. Shareholder has had, during the course of this transaction and
prior hereto, the opportunity to ask questions of, and receive answers from, the Company and its
management concerning the Company, its operations and prospects, and the terms and conditions of
this Agreement. Shareholder is entering into this Agreement freely and understands and expressly
accepts and assumes the economic and market risk associated with the transactions contemplated by
this Agreement and agrees that this Agreement shall be in all respects effective and not subject to
termination or rescission under any circumstances.




          (d) Tax Matters. Shareholder acknowledges that the Company is making no
representation or warranty as to the tax consequences for Shareholder in selling the Shares for the
Repurchase Price pursuant to this Agreement. Shareholder further acknowledges that it has had an
opportunity to seek independent counsel and advisors with respect to tax and other matters relating
to this Agreement, and Shareholder acknowledges and agrees that it shall bear its own tax
consequences, if any, of Shareholder’s selling the Repurchased Shares for the Repurchase Price
pursuant to the terms of this Agreement. The Company acknowledges and agrees that it shall bear
its own tax consequences, if any, of the Company’s purchasing the Repurchased Shares for the
Repurchase Price pursuant to the terms of this Agreement. Following execution of this Agreement,
Shareholder will promptly deliver to the Company a properly executed IRS Form W-8.




     4. Company Representations. The Company represents and warrants to Shareholder that:



          (a) Legal Power. This Agreement has been duly executed and delivered by the Company
and constitutes a legal, valid and binding obligation of the Company enforceable against the
Company in accordance with its terms and no consent, approval or authorization of, exemption by, or
filing with, any governmental or regulatory authority is required in connection with the execution,
delivery and performance by the Company of this Agreement, other than the filing of a Form 8-K with
the Securities and Exchange Commission.




          (b) Accounting Treatment. The Company will account for the Repurchase in its financial
statements as a reduction of the line item “common stock” on its balance sheet and the Repurchase
has no impact on the Company’s income statement or its accumulated deficit.




     5. Miscellaneous.



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          (a) Entire Agreement. This Agreement represents and contains the full, final and
complete agreement and understanding between the parties hereto relating to or connected with the
subject matter hereof. This Agreement shall not be amended except in a writing signed by the
parties hereto. Notwithstanding the foregoing, each party agrees that, at any time and from time
to time after the date hereof, it will take any and all actions and execute and deliver to any
other party such further instruments or documents as may reasonably be required to give effect to
the intentions of the parties as contemplated under this Agreement.




          (b) Governing Law and Venue. This Agreement was entered into in the State of
California, and its validity, construction, interpretation and legal effect shall be governed by
the laws and judicial decisions of the State of California applicable to contracts entered into and
performed entirely within the State of California and by applicable federal law, and the
choice-of-law provisions of California law shall not be applied to substitute the law of any other
State or nation. The parties expressly agree that any action arising out of or relating to this
Agreement shall be filed and maintained only in the courts of the State of California for the
County of Alameda, or the United States District Court for the Northern District of California.
The parties hereby consent and submit to the personal jurisdiction of such courts for the purposes
of litigating any such action, and that each such court is a proper venue for litigating any such
action.




          (c) Attorneys’ Fees. In the event that either party to this Agreement shall commence
any action to interpret or enforce this Agreement or any action to enforce or appeal any decision
or judgment rendered in connection therewith, the prevailing party in any such action or actions
shall recover such party’s reasonable costs and expenses incurred in connection therewith,
including reasonably attorneys’ fees.




          (d) Counterparts. This Agreement may be executed in two or more counterparts, which
shall together constitute one and the same agreement.




[Signature page follows]





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     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written
above.



“COMPANY”




QUESTCOR PHARMACEUTICALS, INC.

a California corporation




 

Don Bailey

President and Chief Executive Officer




CHAUMIERE CONSULTADORIA & SERVICOS

     SDC UNIPESSOAL L.D.A.




 

By:

Title: