##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2009
 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 oAccelerated filer þNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o o þ




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##### 



QUESTCOR PHARMACEUTICALS, INC.
 FORM 10-Q
 TABLE OF CONTENTS
  
 PART I. FINANCIAL INFORMATION
    
    
    3Item 1 Financial Statements and Notes (Unaudited)
    
    
    3Consolidated Balance Sheets  March 31, 2009 and December 31, 2008
    
    
    3Consolidated Statements of Income  for the three months ended March 31, 2009 and 2008
    
    
    4Consolidated Statements of Cash Flows  for the three months ended March 31, 2009 and 2008
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 3 Quantitative and Qualitative Disclosures about Market Risk
    
    
    25Item 4 Controls and Procedures
    
    
    25PART II. OTHER INFORMATION
    
    
    25Item 1 Legal Proceedings
    
    
    25Item 1A Risk Factors
    
    
    25Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    27Item 3 Defaults Upon Senior Securities
    
    
    27Item 4 Submission of Matters to a Vote of Security Holders
    
    
    27Item 5 Other Information
    
    
    27Item 6 Exhibits
    
    
    27Signatures
    
    
    28EX-31.1EX-31.2EX-32.1EX-32.2
  2




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PART I. FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 
 QUESTCOR PHARMACEUTICALS, INC.
 CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
 March 31,
    
    
    December 31,2009
    
    
    2008(Unaudited)
    
    
    (Note 1)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    9,661
    
    
    $
    13,282Short-term investments
    
    
    51,399
    
    
    
    42,169Total cash, cash equivalents and short-term investments
    
    
    61,060
    
    
    
    55,451Accounts receivable, net of allowance for doubtful accounts of $46 and $62 at
March 31, 2009 and December 31, 2008, respectively
    
    
    8,853
    
    
    
    10,418Inventories, net
    
    
    2,487
    
    
    
    2,459Prepaid income taxes
    
    
    356
    
    
    
    3,316Prepaid expenses and other current assets
    
    
    1,219
    
    
    
    1,101Deferred tax assets
    
    
    6,154
    
    
    
    6,252Total current assets
    
    
    80,129
    
    
    
    78,997Property and equipment, net
    
    
    435
    
    
    
    450Purchased technology, net
    
    
    3,595
    
    
    
    3,669Goodwill
    
    
    299
    
    
    
    299Deposits and other assets
    
    
    710
    
    
    
    710Deferred tax assets
    
    
    5,021
    
    
    
    5,021Total assets
    
    $
    90,189
    
    
    $
    89,146LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    4,303
    
    
    $
    4,302Accrued compensation
    
    
    966
    
    
    
    1,896Sales-related reserves
    
    
    12,332
    
    
    
    11,825Other accrued liabilities
    
    
    1,152
    
    
    
    1,702Total current liabilities
    
    
    18,753
    
    
    
    19,725Lease termination and deferred rent liabilities and other non-current liabilities
    
    
    1,451
    
    
    
    1,529Total liabilities
    
    
    20,204
    
    
    
    21,254Shareholders equity:Preferred stock, no par value, 7,500,000 shares authorized; none outstanding
    
    
    
    
    
    
    Common stock, no par value, 105,000,000 shares authorized; 64,610,130 and
65,970,653 shares issued and outstanding at March 31, 2009 and December 31,
2008, respectively
    
    
    78,552
    
    
    
    84,028Accumulated deficit
    
    
    (8,731
    )
    
    
    (16,405
    )Accumulated other comprehensive income
    
    
    164
    
    
    
    269Total shareholders equity
    
    
    69,985
    
    
    
    67,892Total liabilities and shareholders equity
    
    $
    90,189
    
    
    $
    89,146
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QUESTCOR PHARMACEUTICALS, INC.
 CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
 Three Months EndedMarch 31,2009
    
    
    2008Net sales
    
    $
    23,298
    
    
    $
    19,132Cost of sales (exclusive of amortization of purchased technology)
    
    
    1,510
    
    
    
    1,319Gross profit
    
    
    21,788
    
    
    
    17,813Operating expenses:Selling, general and administrative
    
    
    7,253
    
    
    
    5,066Research and development
    
    
    2,456
    
    
    
    1,971Depreciation and amortization
    
    
    118
    
    
    
    122Total operating expenses
    
    
    9,827
    
    
    
    7,159Income from operations
    
    
    11,961
    
    
    
    10,654Other income:Interest income
    
    
    267
    
    
    
    364Other income, net
    
    
    1
    
    
    
    11Gain on sale of product rights
    
    
    25
    
    
    
    Total other income
    
    
    293
    
    
    
    375Income before income taxes
    
    
    12,254
    
    
    
    11,029Income tax expense
    
    
    4,580
    
    
    
    4,488Net income
    
    
    7,674
    
    
    
    6,541Deemed dividend on Series A preferred stock
    
    
    
    
    
    
    5,267Net income applicable to common shareholders
    
    $
    7,674
    
    
    $
    1,274Net income per share applicable to common shareholders:Basic
    
    $
    0.12
    
    
    $
    0.02Diluted
    
    $
    0.11
    
    
    $
    0.02Shares used in computing net income per share applicable to common
shareholders:Basic
    
    
    65,498
    
    
    
    69,946Diluted
    
    
    67,963
    
    
    
    74,103
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QUESTCOR PHARMACEUTICALS, INC.
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
 Three Months EndedMarch 31,2009
    
    
    2008OPERATING ACTIVITIESNet income
    
    $
    7,674
    
    
    $
    6,541Adjustments to reconcile net income to net cash provided by operating activities:Share-based compensation expense
    
    
    1,045
    
    
    
    1,933Deferred income taxes
    
    
    
    
    
    
    4,488Amortization of investments
    
    
    (43
    )
    
    
    (209
    )Depreciation and amortization
    
    
    118
    
    
    
    122Gain on sale of product rights
    
    
    (25
    )
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    1,565
    
    
    
    5,745Inventories
    
    
    (28
    )
    
    
    17Prepaid income taxes
    
    
    2,960
    
    
    
    (366
    )Prepaid expenses and other current assets
    
    
    (118
    )
    
    
    (378
    )Accounts payable
    
    
    1
    
    
    
    971Accrued compensation
    
    
    (930
    )
    
    
    (1,162
    )Sales-related reserves
    
    
    507
    
    
    
    1,831Income taxes payable
    
    
    
    
    
    
    (1,303
    )Other accrued liabilities
    
    
    (550
    )
    
    
    (316
    )Other non-current liabilities
    
    
    (78
    )
    
    
    (147
    )Net cash flows provided by operating activities
    
    
    12,098
    
    
    
    17,767INVESTING ACTIVITIESPurchase of property and equipment
    
    
    (29
    )
    
    
    (6
    )Purchase of short-term investments
    
    
    (24,193
    )
    
    
    (13,341
    )Proceeds from the sale and maturities of short-term investments
    
    
    15,000
    
    
    
    6,186Proceeds from sale of product rights
    
    
    25
    
    
    
    Changes in deposits and other assets
    
    
    
    
    
    
    (4
    )Net cash flows used in investing activities
    
    
    (9,197
    )
    
    
    (7,165
    )FINANCING ACTIVITIESIssuance of common stock, net
    
    
    250
    
    
    
    378Repurchase of Series A preferred stock
    
    
    
    
    
    
    (10,348
    )Repurchase of common stock
    
    
    (6,772
    )
    
    
    (6,201
    )Net cash flows used in financing activities
    
    
    (6,522
    )
    
    
    (16,171
    )Decrease in cash and cash equivalents
    
    
    (3,261
    )
    
    
    (5,569
    )Cash and cash equivalents at beginning of period
    
    
    13,282
    
    
    
    15,939Cash and cash equivalents at end of period
    
    $
    9,661
    
    
    $
    10,370
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QUESTCOR PHARMACEUTICALS, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 1. ORGANIZATION AND BASIS OF PRESENTATION
 Organization
 ® ®
  Basis of Presentation
  6




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2. REVENUE RECOGNITION
       7




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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, if any, associated with
prior rebate periods.b)
    
    In order to assess current and future rates of Medicaid utilization, the Company analyzes
inventory levels received from a third party, CuraScript SD, and patient prescription data
received from a third party, CuraScript SP.
     March 31,
    
    
    December 31,2009
    
    
    2008Medicaid rebates
    
    $
    12,044
    
    
    $
    11,406Government chargebacks
    
    
    42
    
    
    
    164Product returns  credit memoranda policy
    
    
    212
    
    
    
    218Product returns  product replacement policy
    
    
    34
    
    
    
    37$
    12,332
    
    
    $
    11,825
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3. SHARE-BASED COMPENSATION
  Three Months EndedMarch 31,2009
    
    
    2008Cost of sales
    
    $
    
    
    
    $
    Selling, general and administrative
    
    
    867
    
    
    
    1,644Research and development
    
    
    151
    
    
    
    233Total
    
    $
    1,018
    
    
    $
    1,877
 4. CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS
  Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    EstimatedCost
    
    
    Gain
    
    
    (Loss)
    
    
    Fair ValueMarch 31, 2009Cash equivalents
    
    $
    7,064
    
    
    $
    
    
    
    $
    
    
    
    $
    7,064Short-term investments:Commercial paper
    
    $
    21,461
    
    
    $
    169
    
    
    $
    
    
    
    $
    21,630Government-sponsored enterprises
    
    
    25,940
    
    
    
    56
    
    
    
    
    
    
    
    25,996Municipal bonds
    
    
    3,737
    
    
    
    36
    
    
    
    
    
    
    
    3,773$
    51,138
    
    
    $
    261
    
    
    $
    
    
    
    $
    51,399December 31, 2008Cash equivalents
    
    $
    10,293
    
    
    $
    
    
    
    $
    
    
    
    $
    10,293Short-term investments:Commercial paper
    
    $
    7,830
    
    
    $
    59
    
    
    $
    
    
    
    $
    7,889Governmentsponsored enterprises
    
    
    30,309
    
    
    
    210
    
    
    
    
    
    
    
    30,519Municipal bonds
    
    
    3,762
    
    
    
    
    
    
    
    (1
    )
    
    
    3,761$
    41,901
    
    
    $
    269
    
    
    $
    (1
    )
    
    $
    42,169
  Fair Value
 Fair Value Measurements
  9




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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
    
    
    inputs2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Money market funds
    
    $
    7,064
    
    
    $
    7,064
    
    
    $
    
    
    
    
    Commercial paper
    
    
    21,630
    
    
    
    
    
    
    
    21,630
    
    
    
    Government-sponsored enterprises
    
    
    25,996
    
    
    
    
    
    
    
    25,996
    
    
    
    Municipal bonds
    
    
    3,773
    
    
    
    
    
    
    
    3,773
    
    
    
    $
    58,463
    
    
    $
    7,064
    
    
    $
    51,399
    
    
    
    
  5. INVENTORIES
  March 31,
    
    
    December 31,2009
    
    
    2008Raw materials
    
    $
    2,202
    
    
    $
    2,056Finished goods
    
    
    314
    
    
    
    432Less allowance for excess and obsolete inventories
    
    
    (29
    )
    
    
    (29
    )$
    2,487
    
    
    $
    2,459
 6. PURCHASED TECHNOLOGY
  7. COMMITMENTS, INDEMNIFICATIONS AND CONTINGENCIES
  10




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8. NET INCOME PER SHARE
  11




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Three Months EndedMarch 31,2009
    
    
    2008Net income applicable to common shareholders
    
    $
    7,674
    
    
    $
    1,274Shares used in computing net income per share applicable to common shareholders:Basic
    
    
    65,498
    
    
    
    69,946Effect of dilutive potential common shares:Stock options
    
    
    2,449
    
    
    
    3,773Restricted stock
    
    
    16
    
    
    
    32Warrants
    
    
    
    
    
    
    352Diluted
    
    
    67,963
    
    
    
    74,103Net income per share applicable to common shareholders:Basic
    
    $
    0.12
    
    
    $
    0.02Diluted
    
    $
    0.11
    
    
    $
    0.02
  Three Months EndedMarch 31,2009
    
    2008Stock options
    
    
    2,347
    
    
    
    1,127Restricted stock
    
    
    
    
    
    
    233Series A Preferred Stock
    
    
    
    
    
    
    2,156
 9. INCOME TAXES
  10. COMPREHENSIVE INCOME (LOSS)
  Three Months EndedMarch 31,2009
    
    
    2008Net income
    
    $
    7,674
    
    
    $
    6,541Change in unrealized gains on available-for-sale securities, net of related tax effects
    
    
    (105
    )
    
    
    25Comprehensive income
    
    $
    7,569
    
    
    $
    6,566
 11. EQUITY TRANSACTIONS
 Subsequent Events
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12. RECENTLY ISSUED ACCOUNTING STANDARDS
 Recognition and Presentation of Other-Than-Temporary Impairments
 Determining Fair Value When the Volume and Level
of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions
That Are Not Orderly
 Interim Disclosures about Fair
Value of Financial Instruments
 Effective Date of FASB Statement No. 157
 Business Combinations
 Accounting for Collaborative
Arrangements Related to the Development and Commercialization of Intellectual Property
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13. RELATED PARTY TRANSACTIONS
  14. SUBSEQUENT EVENTS
  Commitments, Indemnifications and Contingencies)
 
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Overview
    15




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Critical Accounting Policies
  Sales Reserves
   16




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Product Returns
   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 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, 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, and patient prescription data received
from a third party, CuraScript SP.
  17




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Government Chargebacks
    March 31,
    
    
    December 31,2009
    
    
    2008Medicaid rebates
    
    $
    12,044
    
    
    $
    11,406Government chargebacks
    
    
    42
    
    
    
    164Product returns  credit memoranda policy
    
    
    212
    
    
    
    218Product returns  product replacement policy
    
    
    34
    
    
    
    37$
    12,332
    
    
    $
    11,825
 Inventories
  Intangible and Long-Lived Assets
 Goodwill and Other Intangible
Assets
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Accounting for the Impairment or
Disposal of Long-Lived Assets
 Share-Based Compensation Expense
   Lease Termination Liability
  Accounting for a
Loss on a Sublease, an interpretation of FASB 13 and APB Opinion No. 30 Accounting
for the Loss on a Sublease Not Involving the Disposal of a Segment.
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Income Taxes
      Results of Operations
 Three months ended March 31, 2009 compared to the three months ended March 31, 2008:
 Total Net Sales
 Three Months EndedMarch 31,
    
    
    
    
    
    %2009
    
    2008
    
    Increase
    
    Change(in $000s)Net sales
    
    $
    23,298
    
    
    $
    19,132
    
    
    $
    4,166
    
    
    
    22
    %
  20




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Cost of Sales and Gross Profit
 Three Months EndedMarch 31,
    
    
    
    
    
    %2009
    
    2008
    
    Increase
    
    Change(in $000s)Cost of sales
    
    $
    1,510
    
    
    $
    1,319
    
    
    $
    191
    
    
    
    14
    %Gross profit
    
    $
    21,788
    
    
    $
    17,813
    
    
    $
    3,975
    
    
    
    22
    %Gross margin
    
    
    94
    %
    
    
    93
    %
  21




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Selling, General and Administrative
 Three Months EndedMarch 31,
    
    
    
    
    
    %2009
    
    2008
    
    Increase
    
    Change(in $000s)Selling, general and administrative expense
    
    $
    7,253
    
    
    $
    5,066
    
    
    $
    2,187
    
    
    
    43
    %
     Research and Development
 Three Months EndedMarch 31,
    
    
    
    
    
    %2009
    
    2008
    
    Increase
    
    Change(in $000s)Research and development
    
    $
    2,456
    
    
    $
    1,971
    
    
    $
    485
    
    
    
    25
    %
   Depreciation and Amortization
 Three Months EndedMarch 31,
    
    
    
    
    
    %2009
    
    2008
    
    Decrease
    
    Change(in $000s)Depreciation and amortization
    
    $
    118
    
    
    $
    122
    
    
    $
    (4
    )
    
    
    (3
    )%
  22




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Other Income, net
 Three Months EndedMarch 31,
    
    
    
    
    
    %2009
    
    2008
    
    Decrease
    
    Change(in $000s)Other income, net
    
    $
    293
    
    
    $
    375
    
    
    $
    (82
    )
    
    
    (22
    )%
  Income Before Income Taxes and Income Tax Expense
 Three Months EndedMarch 31,
    
    
    
    
    
    %2009
    
    2008
    
    Increase
    
    Change(in $000s)Income before income taxes
    
    $
    12,254
    
    
    $
    11,029
    
    
    $
    1,225
    
    
    
    11
    %Income tax expense
    
    $
    4,580
    
    
    $
    4,488
    
    
    $
    92
    
    
    
    2
    %
  Net Income
 Three Months EndedMarch 31,
    
    
    
    
    
    %2009
    
    2008
    
    Increase
    
    Change(in $000s)Net income
    
    $
    7,674
    
    
    $
    6,541
    
    
    $
    1,133
    
    
    
    17
    %
  Series A Preferred Stock Dividend
 Three Months EndedMarch 31,
    
    
    
    
    
    %2009
    
    2008
    
    Decrease
    
    Change(in $000s)Deemed dividend on Series A Preferred Stock
    
    $
    
    
    
    $
    5,267
    
    
    $
    (5,267
    )
    
    
    (100
    )%
  23




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Net Income Applicable to Common Shareholders
 Three Months EndedMarch 31,
    
    
    
    
    
    %2009
    
    2008
    
    Increase
    
    Change(in $000s)Net income applicable to common shareholders
    
    $
    7,674
    
    
    $
    1,274
    
    
    $
    6,400
    
    
    
    502
    %
  Liquidity and Capital Resources
    24




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Recently Issued Accounting Standards
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
     
 PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
  
    
    the Companys ability to continue to successfully implement its Acthar-centric business
strategy, including its expansion in the MS marketplace;
    
    the Companys ability to manage its sales force expansion;
 25




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
    
    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 actions including Federal or State health care reform initiatives;
    
    the Companys ability to accurately forecast the demand for its products;
    
    the gross margin achieved from the sale of the Companys products;
    
    the Companys ability to estimate the quantity of Acthar used by government-supported
entities and Medicaid-eligible patients;
    
    that the actual amount of rebates and chargebacks related to the use of Acthar by
government-supported entities and Medicaid-eligible patients may differ materially from the
Companys estimates;
    
    the expenses and other cash 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 Companys ability to obtain finished goods from its sole source contract
manufacturers on a timely basis if at all;
    
    the Companys ability to attract and retain key management personnel;
    
    the Companys ability to utilize its net operating loss carryforwards to reduce income
taxes on taxable income;
    
    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;
and
    
    uncertainties in the credit and capital markets and the impact a further deterioration of
these markets could have on the Companys investment portfolio.
  26




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##### Table of Contents



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, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,509,100February 1  February 28, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,509,100March 1  March 31, 2009
    
    
    1,344,900
    
    
    $
    5.04
    
    
    
    1,344,900
    
    
    
    2,164,200Total
    
    
    1,344,900
    
    
    $
    5.04
    
    
    
    1,344,900
   
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
  
 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. 27




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##### Table of Contents



SIGNATURES
  QUESTCOR PHARMACEUTICALS, INC.Date: May 11, 2009
    By:
    /s/ Don M. BaileyDon M. BaileyPresident and Chief Executive OfficerBy:
    /s/ Gary SawkaGary SawkaSenior Vice President, Finance and
Chief Financial Officer 28




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##### 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. 29