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                                                                   Exhibit 10.29

                                                           [QUESTCOR LETTERHEAD]

                                                          Charles J. Casamento
                                                       Chairman, President & CEO

November 6, 2003

R. Jerald Beers
3260 Whipple Road
Union City, CA 94587

Dear Jerry:

                  Questcor Pharmaceuticals, Inc., a California corporation
("Questcor"), considers it essential to the best interests of its stockholders
to foster the continuous employment of key management personnel. In connection
with this, Questcor's Board of Directors (the "Board") and the Compensation
Committee of the Board (the "Compensation Committee") recognize that, as is the
case with many publicly held corporations, the possibility of a change in
control of Questcor may exist and that the uncertainty and questions that it may
raise among management could result in the departure or distraction of
management personnel to the detriment of Questcor and its stockholders.

                  Accordingly, the Board and the Compensation Committee have
decided to reinforce and encourage your continued attention and dedication to
your assigned duties without the distraction arising from the possibility of a
change in control of Questcor. In order to induce you to remain in the employ of
Questcor and its direct and indirect, majority-owned subsidiaries (collectively,
the "Company"), Questcor hereby agrees that after this letter agreement (this
"Agreement") has been fully executed and delivered by Questcor and you, you
shall be entitled to receive the benefits set forth in this Agreement in the
event of certain Changes in Control (as defined in this Agreement). Upon the
execution and delivery of this Agreement, any prior severance agreement between
you and the Company shall terminate and be of no further force or effect.

                  In the event that a Change in Control occurs, and you are
employed by the Company, as a full time employee of the Company at any time
during the period commencing 90 days prior to the Change in Control and ending
on the Change in Control, all of your stock options under any plan of the
Company that are then outstanding shall become vested and exercisable
immediately prior to the Change in Control.

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                  Also, in the event that a Change in Control occurs, and your
employment with the Company is terminated as a result of Involuntary Termination
(as defined below) other than for Cause (as defined below), at any time within
the fifteen (15) month period commencing ninety (90) days prior to such Change
in Control, and you are a full-time employee of the Company at any time within
the thirty (30) days prior to the termination of your employment with the
Company, then you will be entitled to receive from Questcor a severance benefit,
payable in cash in a lump sum payment, in an amount equal to the sum of: (i)
twelve (12) months of base salary, and (ii) your prorated maximum bonus
opportunity for the fiscal year of Questcor in which the termination of your
employment occurs (the "Termination Fiscal Year"). Such payment will be paid not
later than ten (10) days following such termination of employment. For purposes
of determining your severance benefit, your monthly rate of base salary will
equal your greatest monthly rate of base salary in effect during the thirty (30)
days prior to the date of the termination of your employment (or, if greater,
your monthly rate of base salary in effect immediately prior to the Change in
Control), and your prorated maximum bonus opportunity for the Termination Fiscal
Year will equal your maximum bonus opportunity under the Company's bonus and
incentive compensation plans for the Termination Fiscal Year, multiplied by a
fraction, the numerator of which is the number of days during the Termination
Fiscal Year that have elapsed on the date of the termination of your employment,
and the denominator of which is the number of days in the Termination Fiscal
Year. For purposes of this Agreement, you will be treated as a full-time
employee of the Company if you are regularly scheduled to work for the Company
for not less than forty (40) hours per week. Furthermore, in the event you are
entitled to receive a severance benefit under this paragraph as a result of your
termination of employment: (i) if the Board (or the Compensation Committee
thereof) has determined the amount of your bonus for the fiscal year of Questcor
immediately preceding the Termination Fiscal Year (the "Prior Fiscal Year")
prior to the Change in Control, and Questcor has not paid the bonus for the
Prior Fiscal Year (if any) to you prior to such termination of employment,
Questcor will pay your bonus (as so determined) for the Prior Fiscal Year to
you, or (ii) if the Board (or the Compensation Committee thereof) has not
determined the amount of your bonus for the Prior Fiscal Year prior to the
Change in Control, Questcor will pay to you a bonus for the Prior Fiscal Year in
an amount not less than your maximum bonus opportunity for the Prior Fiscal
Year. For purposes of this paragraph, any reference to the fiscal year of the
Company will include the fiscal year of any successor thereto. Such payment will
be paid in cash in a lump sum payment not later than ten (10) days following
such termination of employment.

                  In the event you are entitled to a severance benefit under
this Agreement, then in addition to such severance benefit, you will receive
such health, term life and disability insurance benefits coverage
("Company-Provided Coverage") as is provided to you (and your dependents, if
applicable) immediately prior to the termination of your employment with the
Company, for twelve (12) months following the termination of your employment, or
until you become covered under another employer's group insurance plan or plans
providing health, term life and disability insurance coverage, whichever occurs
first. In addition, for fifteen (15) months following the termination of the
Company-Provided Coverage, the Company will provide you (and your dependents, if
applicable) with such health, term life and disability insurance benefits
coverage as is provided to you (and your dependents, if applicable) immediately
prior to the termination of your employment with the Company, at your election
and expense. The benefits coverage provided under this paragraph will be under
such terms and conditions (including benefits, premiums, deductibles and
co-payments) as are at least as favorable as those in effect

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immediately prior to the date of termination of your employment (or, if more
favorable, those in effect immediately prior to the Change in Control);
provided, however, that, following the termination of the Company-Provided
Coverage, your premiums for such benefits coverage will be based on the full
cost of such coverage.

                  In the event that you are entitled to a severance benefit
under this Agreement, then in addition to such severance benefit, you will have
the right to require an extension of the exercise period of each of your then
outstanding stock options under any plan of the Company (or any options into
which any such options have been converted) for a period of two (2) years
following the later of: (i) the termination of employment, or (ii) the
expiration of a lock-up agreement (if any) imposed on the Company's optionees at
the time of your termination of employment; provided, however, that in no event
will such extension of such option extend beyond the expiration of the original
term of the option.

                  For purposes of this Agreement, "Cause" means: (i) a material
and willful violation of any federal or state law by you, (ii) the commission of
a fraud by you against the Company, (iii) your repeated unexplained or
unjustified absence from the Company, or (iv) your gross negligence or willful
misconduct where such gross negligence or willful misconduct has resulted or is
likely to result in substantial and material damage to the Company.

                  Also, for purposes of this Agreement, a "Change in Control"
will occur upon any of the following events: (i) upon the acquisition (other
than from Questcor) by any person, entity or "group," within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended
from time to time (the "Exchange Act") (excluding, for this purpose, Questcor or
its affiliates, or any employee benefit plan of Questcor or its affiliates which
acquires beneficial ownership of voting securities of Questcor), of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of fifty percent (50%) or more of either the then outstanding shares of common
stock, no par value, of Questcor or the combined voting power of Questcor's then
outstanding voting securities entitled to vote generally in the election of
directors; (ii) at the time individuals who, as of the date hereof, constitute
the Board of Directors (the "Board") of Questcor (the "Incumbent Board") cease
for any reason to constitute at least a majority of the Board, provided that any
person becoming a director subsequent to the date hereof, whose election, or
nomination for election by Questcor's stockholders, was approved by a vote of at
least a majority of the directors then comprising the Incumbent Board (other
than an election or nomination of an individual whose initial assumption of
office is in connection with an actual or threatened election contest relating
to the election of the directors of Questcor, as such terms are used in Rule
14a-11 of Regulation 14A promulgated under the Exchange Act) shall be, for
purposes of this Agreement, considered as though such person were a member of
the Incumbent Board; (iii) immediately prior to the consummation by Questcor of
a reorganization, merger, consolidation, (in each case, with respect to which
persons who were the stockholders of Questcor immediately prior to such
reorganization, merger or consolidation do not, immediately thereafter, own more
than fifty percent (50%) of the combined voting power entitled to vote generally
in the election of directors of the reorganized, merged or consolidated
company's then outstanding voting securities) or a liquidation or dissolution of
Questcor or the sale of all or substantially all of the assets of Questcor; or
(iv) the occurrence of any other event which the Incumbent Board in its sole
discretion determines constitutes a Change of Control.

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                  Finally, for purposes of this Agreement, "Involuntary
Termination" means the termination of your employment with the Company either:
(i) by the Company, or (ii) by you upon 30 days' prior written notice to the
Company as a result of any of the following, without your written consent: (A) a
material reduction in job responsibilities inconsistent with your position with
the Company and your prior responsibilities, (B) a reduction in your annual base
compensation or bonus opportunity from the Company, (C) a requirement that you
perform services at a principal location that is more than 50 miles from the
principal location at which you perform services for the Company, (D) a material
reduction in your benefits from the Company, or (E) a reduction of your
regularly scheduled work hours for the Company to less than 40 hours per week.
The principal location at which you perform services for the Company on the date
of this Agreement is the Company's principal offices at 3260 Whipple Road, Union
City, California 94587-1217.

                  Notwithstanding the foregoing, in the event that the Company
sells, transfers or otherwise disposes of all or substantially all of the assets
or business related to any business unit, division, department or operational
unit of the Company, and you are offered employment with the purchaser or other
acquiror of such assets or business, or accept employment with such purchaser or
acquiror, within 30 days following the termination of your employment with the
Company, you will thereupon cease to be eligible for severance benefits and
Company-Provided Coverage under this Agreement, unless you reject such offer of
employment, and the terms and conditions of employment offered by the purchaser
or other acquiror would result in any of the following: (i) a material reduction
in job responsibilities inconsistent with your position with the Company and
your prior responsibilities, (ii) a reduction in your annual base compensation
or bonus opportunity from the Company, (iii) a requirement that you perform
services at a principal location that is more than 50 miles from the principal
location at which you perform services for the Company, (iv) a material
reduction in your benefits, or (v) a reduction of your regularly scheduled work
hours to less than 40 hours per week. For purposes of this paragraph, a material
reduction in your benefits will occur unless the terms and conditions of
employment offered by the purchaser or acquiror would provide for severance
benefits to you that are equal to or greater than the benefits to be provided
under the terms of this Agreement.

                  As a condition to receiving your severance benefit under this
Agreement, you will waive any and all claims against the Company and its
affiliates. Such waiver will be a general release of claims, and will be
substantially in the form of the general release attached as Exhibit A hereto
(or in such other form of general release as Questcor will, in its sole
discretion, determine). The general release will be executed and delivered by
you prior to receiving your severance benefit, and your severance benefit will
be paid 10 days after you execute and deliver the general release, unless you
have revoked the general release.

                  If any legal action or other proceeding is brought for the
enforcement of this Agreement, or because of an alleged dispute, breach or
default in connection with any of the provisions of this Agreement, the
successful or prevailing party will be entitled to recover attorneys' fees and
other expenses and costs incurred in that action or proceeding, in addition to
any other relief that may be granted.

                  Notwithstanding the immediately preceding paragraph, in the
case of any legal action or other proceeding by you to enforce a benefit under
this Agreement, or an alleged

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dispute, breach or default in connection with a benefit under this Agreement,
regardless of whether you are successful or prevail: (i) the Company shall bear
its attorneys' fees and other expenses and costs, and (ii) the Company shall
reimburse you for your reasonable attorneys' fees and other reasonable expenses
and costs, to the extent incurred in connection with such enforcement or
attempted enforcement or alleged dispute, breach or default as part of the
Initial Adjudication (as defined below), in addition to any other relief that
may be granted. The Company shall not reimburse you for any attorneys' fees and
other expenses and costs incurred in connection with such enforcement or
attempted enforcement or alleged dispute, breach or default incurred by you
following the Initial Adjudication. Such reimbursements of your attorneys' fees
and other expenses and costs shall be made monthly not later than 30 days after
the Company has received a copy of the written invoice evidencing such fees,
expenses or costs. In the event that a court of competent jurisdiction
determines that you have acted in connection with such enforcement or attempted
enforcement, or alleged dispute, breach or default, in bad faith, or that your
positions, claims or assertions were frivolous or without substantial basis, you
shall repay to the Company any attorneys' fees and other expenses and costs paid
by the Company to you pursuant to this paragraph. For the purposes of this
Agreement, the "Initial Adjudication" shall mean the final order, decree or
other adjudication of your claims by a court of competent jurisdiction with
regard to such enforcement or attempted enforcement or such alleged dispute,
breach or default.

                  This Agreement shall be construed and enforced in accordance
with the laws of the State of California, without giving effect to the
principles of conflict of laws thereof.

                  Please indicate your acceptance of this Agreement by returning
a signed copy of this Agreement.

                                     Sincerely,

                                          /s/ Charles J. Casamento
                                          --------------------------

                                     Charles J. Casamento
                                     Chairman, President and CEO
                                     Questcor Pharmaceuticals, Inc.

                                     Date: December 1, 2003

Accepted by,

/s/ R. Jerald Beers
-----------------------------------

Date: December 14, 2003

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                                                                     EXHIBIT "A"

                             FORM OF GENERAL RELEASE

         1.       General Release by Employee. In consideration for certain
severance benefits from Questcor Pharmaceuticals, Inc. ("Questcor") under the
Change in Control Agreement, dated __ , _____ (the "Agreement") between Questcor
and ______________ ("Employee") and other valuable consideration, the receipt
and adequacy of which are hereby acknowledged, Employee does hereby release and
forever discharge the "Company Releasees" herein, consisting of Questcor and
each of Questcor's parents, subsidiaries, and affiliates, associates, members,
owners, stockholders, predecessors, successors, heirs, assigns, employees,
agents, directors, officers, partners, representatives, lawyers, and all persons
acting by, through, under, or in concert with them, or any of them, of and from
any and all manner of action or actions, causes or causes of action, in law or
in equity, suits, debts, liens, contracts, agreements, promises, liabilities,
claims, demands, damages, losses, costs or expenses, of any nature whatsoever,
known or unknown, fixed or contingent (hereinafter called "Claims"), which they
now have or may hereafter have against the Releasees by reason of any and all
acts, omissions, events or facts occurring or existing prior to the date hereof,
except as expressly provided herein. The Claims released hereunder include,
without limitation, any alleged breach of any employment agreement; any alleged
breach of any covenant of good faith and fair dealing, express or implied; any
alleged torts or other alleged legal restrictions relating to the Employee's
employment and the termination thereof; and any alleged violation of any
federal, state or local statute or ordinance including, without limitation,
Title VII of the Civil Rights Act of 1964, as amended, the Federal Age
Discrimination in Employment Act of 1967, as amended, the Americans with
Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the
Sarbanes-Oxley Act, as amended, the California Fair Employment and Housing Act,
as amended, and the California Family Right Act, as amended. This Release shall
also not apply to Employee's right to retirement and/or employee welfare
benefits that have vested and accrued prior to his separation from employment
with Questcor and its parents, subsidiaries and affiliates; or Employee's rights
to indemnification under Section 2802 of the California Labor Code.

         2.       RELEASE OF UNKNOWN CLAIMS. EMPLOYEE ACKNOWLEDGES THAT HE IS
FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH
PROVIDES AS FOLLOWS:

                  "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
                  CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE
                  TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST
                  HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

EMPLOYEE BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE
MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW
PRINCIPLES OF SIMILAR EFFECT.

                                       A-1

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         3.       Release of Age Discrimination Claims and Rights under the
Older Workers' Benefit Protection Act. Employee agrees and expressly
acknowledges that this Agreement includes a waiver and release of all claims
which Employee has or may have under the Age Discrimination in Employment Act of
1967, as amended, 29 U.S.C. Section 621, et seq. ("ADEA"). The following terms
and conditions apply to and are part of the waiver and release of the ADEA
claims under this Agreement:

                  (a)      That this paragraph, this General Release and the
         Agreement are written in a manner calculated to be understood by
         Employee.

                  (b)      The waiver and release of claims under the ADEA
         contained in this General Release do not cover rights or claims that
         may arise after the date on which Employee signs this General Release.

                  (c)      The Agreement provides for consideration in addition
         to anything of value to which Employee is already entitled.

                  (d)      Employee is advised to consult an attorney before
         signing this General Release.

                  (e)      Employee is granted twenty-one (21) days (or
         forty-five (45) days, if this General Release is in connection with an
         exit incentive or other employment termination program) after Employee
         is presented with this General Release to decide whether or not to sign
         this General Release. If Employee executes this General Release prior
         to the expiration of such period, Employee does so voluntarily and
         after having had the opportunity to consult with an attorney.

                  (f)      If this General Release is in connection with an exit
         incentive or other termination program, Employee has received the
         information required to be disclosed under Section 7(f)(1)(H) of ADEA
         and the regulations thereunder.

                  (g)      Employee will have the right to revoke the waiver and
         release of claims under the ADEA within seven (7) days of signing this
         General Release. In the event this General Release is revoked, the
         General Release executed concurrently herewith will be null and void in
         their entirety.

         4.       Manner and Consequences of Revocation of Release

                  (a)      Manner of Revocation. In the event that Employee
elects to revoke this General Release, he or she shall deliver within the time
period prescribed above to the Chairperson of the Company's Board of Directors,
a writing stating that he or she is revoking this General Release and subscribed
by the Employee.

                  (b)      Consequences of Revocation. In the event that
Employee should elect to revoke this General Release as described in the
paragraph above, this General Release shall be

                                       A-2

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null and void in its entirety, and Employee will not receive the benefits
provided for under the Agreement.

         5.       No Claims. Employee represents and warrants to the Releasees
that there has been no assignment or other transfer of any interest in any Claim
which Employee may have against the Releasees, or any of them. Employee agrees
to indemnify and hold harmless the Releasees released by him or her from any
liability, claims, demands, damages, costs, expenses and attorneys' fees
incurred as a result of any person asserting such assignment or transfer of any
right or claims under any such assignment or transfer from Employee.

         6.       Indemnification. Employee agrees that if he or she hereafter
commence, join in, or in any manner seek relief through any suit arising out of,
based upon, or relating to any of the Claims released hereunder or in any manner
asserts against the Releasees any of the Claims released hereunder, then
Employee will pay to the Releasees against whom such claim(s) is asserted, in
addition to any other damages caused thereby, all attorneys' fees incurred by
such Releasees in defending or otherwise responding to said suit or Claim;
provided, however, that this Section 6 shall not apply to any claim or action to
the extent it challenges the validity of this General Release under the ADEA.

                  The Parties further understand and agree that neither the
payment of money nor the execution of this Release shall constitute or be
construed as an admission of any liability whatsoever by the Releasees.

                                       QUESTCOR PHARMACEUTICALS, INC.

                                       By:_____________________________________
                                          Title:_______________________________

                                       Date:___________________

                                       "EMPLOYEE"

                                       By:_____________________________________
                                                      Print Name

                                          _____________________________________
                                                      Signature

                                       Date:____________________

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