##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 (MARK ONE)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
 FOR THE TRANSITION PERIOD FROM  TO
 COMMISSION FILE NUMBER: 001-14758
 QUESTCOR PHARMACEUTICALS, INC.
 (Exact name of Registrant as specified in its charter)
 CALIFORNIA
    
    33-0476164(State or other jurisdiction
    
    (I.R.S. Employer ofof incorporation or organization)
    
    Identification No.)
 3260 Whipple Road
Union City, CA 94587-1217
(Address of Principal Executive Offices)
 REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE: (510) 400-0700
 þ o
 o o
  Large accelerated filer o   
    Accelerated filer þ
    Non-accelerated filer o
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




---



##### 



QUESTCOR PHARMACEUTICALS, INC.
 FORM 10-Q
 TABLE OF CONTENTS
 PART I. FINANCIAL INFORMATIONItem 1 Financial Statements and Notes (Unaudited)
    
    
    3Consolidated Balance Sheets  March 31, 2010 and December 31, 2009
    
    
    3Consolidated Statements of Income  for the three months ended March 31, 2010 and 2009
    
    
    4Consolidated Statements of Cash Flows  for the three months ended March 31, 2010 and 2009
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    17Item 3 Quantitative and Qualitative Disclosures about Market Risk
    
    
    28Item 4 Controls and Procedures
    
    
    28PART II. OTHER INFORMATIONItem 1 Legal Proceedings
    
    
    28Item 1A Risk Factors
    
    
    29Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    30Item 3 Defaults Upon Senior Securities
    
    
    30Item 4 (Removed and Reserved)
    
    
    30Item 5 Other Information
    
    
    30Item 6 Exhibits
    
    
    31Signatures
    
    
    31EX-31.1EX-31.2EX-32.1EX-32.2
  2




---



##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 QUESTCOR PHARMACEUTICALS, INC.
 
 CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
 March 31,
    
    
    December 31,2010
    
    
    2009(Unaudited)
    
    
    (Note 1)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    39,428
    
    
    $
    45,829Short-term investments
    
    
    38,599
    
    
    
    29,878Total cash, cash equivalents and short-term investments
    
    
    78,027
    
    
    
    75,707Accounts receivable, net of allowance for doubtful accounts of $77 at March
31, 2010 and December 31, 2009
    
    
    13,397
    
    
    
    14,833Inventories, net
    
    
    3,350
    
    
    
    3,378Prepaid expenses and other current assets
    
    
    1,150
    
    
    
    1,162Deferred tax assets
    
    
    8,166
    
    
    
    8,180Total current assets
    
    
    104,090
    
    
    
    103,260Property and equipment, net
    
    
    483
    
    
    
    407Purchased technology, net
    
    
    3,298
    
    
    
    3,372Goodwill
    
    
    299
    
    
    
    299Deposits and other assets
    
    
    710
    
    
    
    710Deferred tax assets
    
    
    3,392
    
    
    
    3,392Total assets
    
    $
    112,272
    
    
    $
    111,440LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    3,653
    
    
    $
    12,921Accrued compensation
    
    
    1,719
    
    
    
    2,140Sales-related reserves
    
    
    13,502
    
    
    
    14,922Income taxes payable
    
    
    3,919
    
    
    
    477Other accrued liabilities
    
    
    907
    
    
    
    1,751Total current liabilities
    
    
    23,700
    
    
    
    32,211Lease termination, deferred rent and other non-current liabilities
    
    
    1,145
    
    
    
    1,226Total liabilities
    
    
    24,845
    
    
    
    33,437Shareholders equity:Preferred stock, no par value, 7,500,000 shares authorized; none outstanding
    
    
    
    
    
    
    Common stock, no par value, 105,000,000 shares authorized; 62,040,454 and
61,726,609 shares issued and outstanding at March 31, 2010 and December 31,
2009, respectively
    
    
    69,342
    
    
    
    67,793Retained earnings
    
    
    18,076
    
    
    
    10,224Accumulated other comprehensive income (loss)
    
    
    9
    
    
    
    (14
    )Total shareholders equity
    
    
    87,427
    
    
    
    78,003Total liabilities and shareholders equity
    
    $
    112,272
    
    
    $
    111,440
  3




---



##### Table of Contents



QUESTCOR PHARMACEUTICALS, INC.
 
 CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
 Three Months EndedMarch 31,2010
    
    
    2009Net sales
    
    $
    26,244
    
    
    $
    23,298Cost of sales (exclusive of amortization of purchased technology)
    
    
    1,998
    
    
    
    1,510Gross profit
    
    
    24,246
    
    
    
    21,788Operating expenses:Selling, general and administrative
    
    
    9,376
    
    
    
    7,253Research and development
    
    
    2,747
    
    
    
    2,456Depreciation and amortization
    
    
    125
    
    
    
    118Total operating expenses
    
    
    12,248
    
    
    
    9,827Income from operations
    
    
    11,998
    
    
    
    11,961Other income:Interest and other income, net
    
    
    96
    
    
    
    268Gain on sale of product rights
    
    
    
    
    
    
    25Total other income
    
    
    96
    
    
    
    293Income before income taxes
    
    
    12,094
    
    
    
    12,254Income tax expense
    
    
    4,242
    
    
    
    4,580Net income
    
    $
    7,852
    
    
    $
    7,674Net income per share:Basic
    
    $
    0.13
    
    
    $
    0.12Diluted
    
    $
    0.12
    
    
    $
    0.11Shares used in computing net income per share:Basic
    
    
    61,893
    
    
    
    65,498Diluted
    
    
    63,566
    
    
    
    67,963
  4




---



##### Table of Contents



QUESTCOR PHARMACEUTICALS, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
 Three Months EndedMarch 31,2010
    
    
    2009OPERATING ACTIVITIESNet income
    
    $
    7,852
    
    
    $
    7,674Adjustments to reconcile net income to net cash provided by operating activities:Share-based compensation expense
    
    
    1,029
    
    
    
    1,045Amortization of investments
    
    
    147
    
    
    
    (43
    )Depreciation and amortization
    
    
    125
    
    
    
    118Gain on sale of product rights
    
    
    
    
    
    
    (25
    )Changes in operating assets and liabilities:Accounts receivable
    
    
    1,436
    
    
    
    1,565Inventories
    
    
    28
    
    
    
    (28
    )Prepaid income taxes
    
    
    
    
    
    
    2,960Prepaid expenses and other current assets
    
    
    12
    
    
    
    (118
    )Accounts payable
    
    
    (9,268
    )
    
    
    1Accrued compensation
    
    
    (421
    )
    
    
    (930
    )Sales-related reserves
    
    
    (1,420
    )
    
    
    507Income taxes payable
    
    
    3,442
    
    
    
    Other accrued liabilities
    
    
    (844
    )
    
    
    (550
    )Other non-current liabilities
    
    
    (81
    )
    
    
    (78
    )Net cash flows provided by operating activities
    
    
    2,037
    
    
    
    12,098INVESTING ACTIVITIESPurchase of property and equipment
    
    
    (127
    )
    
    
    (29
    )Purchase of short-term investments
    
    
    (10,831
    )
    
    
    (24,193
    )Proceeds from maturities of short-term investments
    
    
    2,000
    
    
    
    15,000Net proceeds from sale of product rights
    
    
    
    
    
    
    25Net cash flows used in investing activities
    
    
    (8,958
    )
    
    
    (9,197
    )FINANCING ACTIVITIESIssuance of common stock, net
    
    
    520
    
    
    
    250Repurchase of common stock
    
    
    
    
    
    
    (6,772
    )Net cash flows provided by (used in) financing activities
    
    
    520
    
    
    
    (6,522
    )Decrease in cash and cash equivalents
    
    
    (6,401
    )
    
    
    (3,621
    )Cash and cash equivalents at beginning of period
    
    
    45,829
    
    
    
    13,282Cash and cash equivalents at end of period
    
    $
    39,428
    
    
    $
    9,661
  5




---



##### Table of Contents



QUESTCOR PHARMACEUTICALS, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)
 1. ORGANIZATION AND BASIS OF PRESENTATION
 Organization
 ® ®
  Basis of Presentation
   2. REVENUE RECOGNITION
  6




---



##### Table of Contents



Sales Reserves
  a)
    
    The estimated liability included in sales-related reserves as of the end of a period is
comprised of the estimated rebate units associated with end user demand data during the
period, the estimated rebate units associated with estimated inventory in the distribution
channel as of the end of the period, and the estimated rebate units associated with prior
rebate periods.b)
    
    In order to assess current and future rates of Medicaid utilization, the Company analyzes
inventory levels and patient prescription data received from a third party, CuraScript SP,
and claims-level detail received from state Medicaid agencies.
 7




---



##### Table of Contents



8




---



##### Table of Contents



9




---



##### Table of Contents



10




---



##### Table of Contents



March 31,
    
    
    December 31,2010
    
    
    2009Medicaid rebates
    
    $
    9,754
    
    
    $
    11,070Tricare rebates
    
    
    3,723
    
    
    
    3,530Government chargebacks
    
    
    25
    
    
    
    322Total
    
    $
    13,502
    
    
    $
    14,922
 3. SHARE-BASED COMPENSATION
  Three Months EndedMarch 31,2010
    
    
    2009Selling, general and administrative
    
    $
    797
    
    
    $
    867Research and development
    
    
    223
    
    
    
    151Total
    
    $
    1,020
    
    
    $
    1,018
 11




---



##### Table of Contents



4. CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS
  Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gain
    
    
    (Loss)
    
    
    Fair ValueMarch 31, 2010Cash equivalents
    
    $
    25,969
    
    
    $
    
    
    
    $
    
    
    
    $
    25,969Short-term investments:Corporate bonds
    
    $
    4,075
    
    
    $
    
    
    
    $
    (12
    )
    
    $
    4,063Government-sponsored enterprises
    
    
    16,033
    
    
    
    1
    
    
    
    (24
    )
    
    
    16,010Certificates of deposit
    
    
    8,360
    
    
    
    27
    
    
    
    
    
    
    
    8,387Municipal bonds
    
    
    10,116
    
    
    
    32
    
    
    
    (9
    )
    
    
    10,139$
    38,584
    
    
    $
    60
    
    
    $
    (45
    )
    
    $
    38,599December 31, 2009Cash equivalents
    
    $
    34,445
    
    
    $
    
    
    
    $
    
    
    
    $
    34,445Short-term investments:Certificates of deposit
    
    $
    5,360
    
    
    $
    
    
    
    $
    (7
    )
    
    $
    5,353Government-sponsored enterprises
    
    
    14,066
    
    
    
    3
    
    
    
    (45
    )
    
    
    14,024Municipal bonds
    
    
    10,474
    
    
    
    40
    
    
    
    (13
    )
    
    
    10,501$
    29,900
    
    
    $
    43
    
    
    $
    (65
    )
    
    $
    29,878
  Amortized
    
    
    Estimated FairCost
    
    
    ValueDue in one year or less
    
    $
    22,646
    
    
    $
    22,681Due after one through two years
    
    
    15,938
    
    
    
    15,918Total short-term investments
    
    $
    38,584
    
    
    $
    38,599
   Less Than 12 Months
    
    
    12 Months or GreaterGross
    
    
    Estimated
    
    
    Gross
    
    
    EstimatedUnrealized
    
    
    Fair
    
    
    Unrealized
    
    
    FairLosses
    
    
    Value
    
    
    Losses
    
    
    ValueCorporate bonds
    
    $
    (2
    )
    
    $
    1,877
    
    
    $
    (10
    )
    
    $
    2,186Government-sponsored enterprises
    
    
    (1
    )
    
    
    3,505
    
    
    
    (23
    )
    
    
    9,996Municipal bonds
    
    
    (7
    )
    
    
    780
    
    
    
    (2
    )
    
    
    721Total
    
    $
    (10
    )
    
    $
    6,162
    
    
    $
    (35
    )
    
    $
    12,903
  12




---



##### Table of Contents



Fair Value
   Cash equivalents:
 Short-term available-for-sale investments at fair value
  Basis of Fair Value MeasurementsQuoted prices
    
    
    Significantin active
    
    
    other
    
    
    SignificantBalance at
    
    
    markets for
    
    
    observable
    
    
    unobservableMarch 31,
    
    
    identical items
    
    
    inputs
    
    
    inputs2010
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Money market funds
    
    $
    25,969
    
    
    $
    25,969
    
    
    $
    
    
    
    
    Corporate bonds
    
    
    4,063
    
    
    
    
    
    
    
    4,063
    
    
    
    Government-sponsored enterprises
    
    
    16,010
    
    
    
    
    
    
    
    16,010
    
    
    
    Certificates of deposit
    
    
    8,387
    
    
    
    
    
    
    
    8,387
    
    
    
    Municipal bonds
    
    
    10,139
    
    
    
    
    
    
    
    10,139
    
    
    
    $
    64,568
    
    
    $
    25,969
    
    
    $
    38,599
    
    
    
    
 13




---



##### Table of Contents



5. INVENTORIES
  March 31,
    
    
    December 31,2010
    
    
    2009Raw materials
    
    $
    3,000
    
    
    $
    2,921Work-in-process
    
    
    5
    
    
    
    Finished goods
    
    
    345
    
    
    
    457$
    3,350
    
    
    $
    3,378
 6. PURCHASED TECHNOLOGY
  7. COMMITMENTS, INDEMNIFICATIONS AND CONTINGENCIES
     14




---



##### Table of Contents



8. NET INCOME PER SHARE
   Three Months EndedMarch 31,2010
    
    
    2009Net income
    
    $
    7,852
    
    
    $
    7,674Shares used in computing net income per share:Basic
    
    
    61,893
    
    
    
    65,498Effect of dilutive potential common shares:Stock options
    
    
    1,662
    
    
    
    2,449Restricted stock
    
    
    11
    
    
    
    16Diluted
    
    
    63,566
    
    
    
    67,963Net income per share:Basic
    
    $
    0.13
    
    
    $
    0.12Diluted
    
    $
    0.12
    
    
    $
    0.11
  Three Months EndedMarch 31,2010
    
    2009Stock options
    
    
    3,899
    
    
    
    2,347
 9. INCOME TAXES
  15




---



##### Table of Contents



10. COMPREHENSIVE INCOME
  Three Months EndedMarch 31,2010
    
    
    2009Net income
    
    $
    7,852
    
    
    $
    7,674Change in unrealized
gains or losses on
available-for-sale
securities, net of
related tax effects
    
    
    23
    
    
    
    (105
    )Comprehensive income
    
    $
    7,875
    
    
    $
    7,569
 11. EQUITY TRANSACTIONS
  12. RECENTLY ISSUED ACCOUNTING STANDARDS
 Subsequent Events
  13. RELATED PARTY TRANSACTIONS
  14. SUBSEQUENT EVENT
  16




---



##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Overview
    17




---



##### Table of Contents



Critical Accounting Policies
  Sales Reserves
   18




---



##### Table of Contents



Medicaid Rebates
  a)
    
    The estimated liability included in sales-related reserves as of the end of a period is
comprised of the estimated rebate units associated with estimated end user demand during
the period, the estimated rebate units associated with estimated inventory in the
distribution channel as of the end of the period, and the estimated rebate units, if any,
associated with prior rebate periods.b)
    
    In order to assess current and future rates of Medicaid utilization, we analyze
inventory levels received from a third party, CuraScript SD, patient prescription and
shipment data received from a third party, CuraScript SP, and claims-level detail received
from state Medicaid agencies.
     19




---



##### Table of Contents



Tricare Rebates
  Government Chargebacks
   Co-Pay Assistance Programs
  Product Returns
  Shelf-Stock Adjustment Credit
   March 31,
    
    
    December 31,2010
    
    
    2009Medicaid rebates
    
    $
    9,754
    
    
    $
    11,070Tricare rebates
    
    
    3,723
    
    
    
    3,530Government chargebacks
    
    
    25
    
    
    
    322$
    13,502
    
    
    $
    14,922
 20




---



##### Table of Contents



Inventories
  Intangible and Long-Lived Assets
 Intangibles-Goodwill and Other Property Plant and
Equipment
 Share-Based Compensation
   Lease Termination Liability
  21




---



##### Table of Contents



Leases.
  Income Taxes
      22




---



##### Table of Contents



Results of Operations
 Three months ended March 31, 2010 compared to the three months ended March 31, 2009:
 Net Sales
 Three Months EndedMarch 31,
    
    
    Increase/
    
    
    %2010
    
    
    2009
    
    
    (Decrease)
    
    
    Change(in $000s)Gross sales
    
    $
    33,461
    
    
    $
    33,095
    
    
    $
    366
    
    
    
    1
    %Less sales reserves:Provision for Medicaid rebates
    
    
    6,600
    
    
    
    8,438
    
    
    
    (1,838
    )
    
    
    (22
    )%Provision for chargebacks
    
    
    
    
    
    
    1,352
    
    
    
    (1,352
    )
    
    
    (100
    )%Provision for Tricare rebates
    
    
    193
    
    
    
    
    
    
    
    193
    
    
    
    Co-payment assistance and other
    
    
    424
    
    
    
    7
    
    
    
    417
    
    
    
    5,957
    %Total sales reserves
    
    
    7,217
    
    
    
    9,797
    
    
    
    (2,580
    )
    
    
    (26
    )%Net sales
    
    $
    26,244
    
    
    $
    23,298
    
    
    
    2,946
    
    
    
    13
    %
       23




---



##### Table of Contents



Cost of Sales and Gross Profit
 Three Months EndedMarch 31,
    
    Increase/
    
    %2010
    
    2009
    
    (Decrease)
    
    Change(in $000s)Cost of sales
    
    $
    1,998
    
    
    $
    1,510
    
    
    $
    488
    
    
    
    32
    %Gross profit
    
    $
    24,246
    
    
    $
    21,788
    
    
    $
    2,458
    
    
    
    11
    %Gross margin
    
    
    92
    %
    
    
    94
    %
  Selling, General and Administrative
 Three Months EndedMarch 31,
    
    Increase/
    
    %2010
    
    2009
    
    (Decrease)
    
    Change(in $000s)Selling, general and administrative expense
    
    $
    9,376
    
    
    $
    7,253
    
    
    $
    2,123
    
    
    
    29
    %
  24




---



##### Table of Contents



Research and Development
 Three Months EndedMarch 31,
    
    Increase/
    
    %2010
    
    2009
    
    (Decrease)
    
    Change(in $000s)Research and development
    
    $
    2,747
    
    
    $
    2,456
    
    
    $
    291
    
    
    
    12
    %
      Depreciation and Amortization
 Three Months EndedMarch 31,
    
    
    
    
    
    Increase/
    
    %2010
    
    2009
    
    (Decrease)
    
    Change(in $000s)Depreciation and amortization
    
    $
    125
    
    
    $
    118
    
    
    $
    7
    
    
    
    6
    %
 25




---



##### Table of Contents



Total Other Income
 Three Months EndedMarch 31,
    
    Increase/
    
    %2010
    
    2009
    
    (Decrease)
    
    Change(in $000s)Total other income
    
    $
    96
    
    
    $
    293
    
    
    $
    (197
    )
    
    
    (67
    )%
  Income Before Income Taxes and Income Tax Expense
 Three Months EndedMarch 31,
    
    Increase/
    
    %2010
    
    2009
    
    (Decrease)
    
    Change(in $000s)Income before income taxes
    
    $
    12,094
    
    
    $
    12,254
    
    
    $
    (160
    )
    
    
    (1
    )%Income tax expense
    
    $
    4,242
    
    
    $
    4,580
    
    
    $
    (338
    )
    
    
    (7
    )%
  Net Income
 Three Months EndedMarch 31,
    
    Increase/
    
    %2010
    
    2009
    
    (Decrease)
    
    Change(in $000s)Net income
    
    $
    7,852
    
    
    $
    7,674
    
    
    $
    178
    
    
    
    2
    %
  Liquidity and Capital Resources
   26




---



##### Table of Contents



Recently Issued Accounting Standards
  27




---



##### Table of Contents



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
     
 PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
    28




---



##### Table of Contents



ITEM 1A. RISK FACTORS
  Changes in the health care regulatory environment may adversely affect our business.
  Forward Looking Statements
  
    
    the Companys ability to continue to successfully implement its Acthar-centric business
strategy, including its expansion in the MS marketplace and other therapeutic areas;
    
    FDA approval of and the market introduction of competitive products and the Companys
inability to market Acthar in IS prior to approval of IS as a labeled indication;
    
    the Companys ability to operate within an industry that is highly regulated at both the
Federal and state level;
    
    regulatory changes or other policy actions by governmental authorities and other third
parties as recently adopted U.S. healthcare reform legislation is implemented or new
healthcare-related legislation is enacted;
    
    the Companys ability to accurately forecast the demand for its products;
    
    the Companys ability to receive high reimbursement levels from third party payers;
    
    the Companys ability to estimate the quantity of Acthar used by government entities and
Medicaid-eligible patients;
    
    the actual amount of rebates and chargebacks related to the use of Acthar by government
entities, including the Department of Defense Tricare network, and Medicaid-eligible
patients may differ materially from the Companys estimates;
    
    the Companys expenses and other capital needs for upcoming periods;
    
    the inventories carried by the Companys distributors, specialty pharmacies and
hospitals;
    
    volatility in the Companys monthly and quarterly Acthar shipments and end-user demand;
    
    the complex nature of the Companys manufacturing process and the potential for supply
disruptions or other business disruptions;
    
    the Companys ability to attract and retain key management personnel;
 29




---



##### Table of Contents




    
    research and development risks, including risks associated with the Companys sNDA for IS
and its preliminary work in the area of nephrotic syndrome;
    
    uncertainties regarding the Companys intellectual property;
    
    the uncertainty of receiving required regulatory approvals in a timely way, or at all;
    
    the impact to the Companys business caused by economic conditions; and
    
    the Companys limited pipeline for new products and its ability to identify product
acquisition candidates and consummate transactions on terms acceptable to the Company.
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  Total Number
    
    Maximum NumberAverage
    
    Of Shares Purchased
    
    Of Shares That MayTotal Number
    
    Price
    
    as Part of
    
    Yet be Purchasedof Shares
    
    Paid per
    
    Publicly Announced
    
    Under the Plans orPeriod
    
    Purchased
    
    Share
    
    Plans or Programs
    
    ProgramsJanuary 1  January 31, 2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,142,500February 1  February 28, 2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,142,500March 1  March 31, 2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,142,500Total
    
    
    
    
    
    
    
    
    
    
    
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. (REMOVED AND RESERVED)
  
 ITEM 5. OTHER INFORMATION
  30




---



##### Table of Contents



ITEM 6. EXHIBITS
 Exhibit No
    
    Description31.1
    
    Certification pursuant to Rule 13a-14 under the Securities Exchange Act
of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.31.2
    
    Certification pursuant to Rule 13a-14 under the Securities Exchange Act
of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.32.1*
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.32.2*
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    These certifications are being furnished solely to accompany this quarterly report pursuant
to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the
Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing of
Questcor Pharmaceuticals, Inc., whether made before or after the date hereof, regardless of
any general incorporation language in such filing. 31




---



##### Table of Contents



SIGNATURES
  QUESTCOR PHARMACEUTICALS, INC.Date: May 10, 2010
    By:
    /s/ Don M. BaileyDon M. BaileyPresident and Chief Executive OfficerBy:
    /s/ Gary SawkaGary SawkaSenior Vice President,

Finance and Chief Financial Officer 32




---



##### Table of Contents



Exhibit Index
 Exhibit No
    
    Description31.1
    
    Certification pursuant to Rule 13a-14 under the Securities Exchange Act of
1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification pursuant to Rule 13a-14 under the Securities Exchange Act of
1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1*
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.32.2*
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    These certifications are being furnished solely to accompany this quarterly report pursuant
to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the
Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing of
Questcor Pharmaceuticals, Inc., whether made before or after the date hereof, regardless of
any general incorporation language in such filing. 33