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                                                                   Exhibit 10.30

                                SUPPLY AGREEMENT

THIS SUPPLY AGREEMENT is as entered into as of this 1st day of April, 2003
("Effective Date") between Questcor Pharmaceuticals, Inc., a corporation
organized under the laws of the State of California and having a place of
business at 3260 Whipple Road, Union City, California 94587 U.S.A. ("Questcor")
and Diagnostic Chemicals Limited, doing business as BioVectra dcl, a corporation
organized under the laws of Prince Edward Island and having a place of business
at 16 McCarville Street, Charlottetown, Prince Edward Island, C1E 2A6 Canada
("BioVectra") (each individually a "Party" and collectively the "Parties").

                                   WITNESSETH:

WHEREAS, Questcor wishes to purchase from BioVectra and BioVectra desires to
sell to Questcor the Product (as hereinafter defined); and

WHEREAS, BioVectra represents that it has the technical and scientific
experience and expertise necessary to perform manufacturing, packaging,
analytical testing and/or quality assurance services for the manufacturing and
bulk packaging of such Product, and to handle materials associated with
manufacture of such Product in a safe and environmentally sound manner; and

WHEREAS, Questcor desires BioVectra to perform such services as set forth herein
and manufacture such Product for Questcor, and BioVectra desires to perform such
services and manufacture such Product for supply to Questcor or its designee,
all on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth
herein, the Parties agree as follows:

1.       DEFINITIONS

The following terms, whether used in the singular or plural, shall have the
meanings assigned to them below for purposes of this Agreement:

         1.1      "Act" shall mean the United States Federal Food, Drug and
                  Cosmetics Act, as amended, and the regulations promulgated
                  under such Act.

         1.2      "Affiliate" shall mean any corporation or non-corporate entity
                  that controls, is controlled by, or is under common control
                  with a Party. For purposes of this Section 1.2, "control,"
                  whether used as a noun or a verb, means the possession,
                  directly or indirectly, of the power to affirmatively direct,
                  or affirmatively cause the direction of, the management and
                  policies of an entity, whether through the ownership of voting
                  securities, by contract, or otherwise.

         1.3      "Agreement" shall mean this Supply Agreement and any Schedules
                  appended hereto, as may be amended from time to time.

         1.4      "API" shall mean Active Pharmaceutical Ingredient.

         1.5      "Certificate of Compliance" shall mean a document indicating
                  that each batch of Product was manufactured in compliance with
                  cGMP, and that all deviations were

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                  evaluated for impact on Product.

         1.6      "COA" shall mean Certificate of Analysis.

         1.7      "Confidential Information" shall mean all proprietary
                  information, data and know-how of each Party, whether
                  disclosed orally or visually or in written, graphic,
                  electronic or other tangible form, which is disclosed by a
                  Party or any of its Affiliates (the "Disclosing Party") to the
                  other Party or any of its Affiliates (the "Receiving Party")
                  or which the Receiving Party obtains in the course of its
                  performance pursuant to this Agreement, and which: (a) if in
                  written, graphic, electronic or other tangible form, is
                  labeled as confidential or proprietary; (b) if disclosed
                  orally or visually, is identified as confidential or
                  proprietary at the time of disclosure and is confirmed to be
                  confidential or proprietary by the Disclosing Party in writing
                  to the Receiving Party within thirty (30) calendar days of
                  such disclosure; or (c) by its nature, should reasonably be
                  considered to be confidential or proprietary. With respect to
                  Questcor, "Confidential Information" shall be deemed to also
                  include (i) the Specifications; (ii) the Questcor Technology;
                  and (iii) all business, financial and technical data of
                  Questcor such as information regarding Questcor's plans,
                  plants, processes, products, costs, equipment, operations,
                  marketing plans, forecasts, customers or suppliers. With
                  respect to BioVectra, "Confidential Information" shall be
                  deemed to also include (i) its manufacturing processes and
                  practices; (ii) the BioVectra technology; and (iii) all
                  business, financial and technical data of BioVectra such as
                  information regarding BioVectra's plans, plants, processes,
                  products, costs, equipment, operations, marketing plans,
                  forecasts, customers or suppliers.

         1.8      "Delivery Point" shall mean the Questcor ship-to location
                  specified in the applicable Purchase Order for shipment of the
                  ordered Product.

         1.9      "FDA" shall mean the United States Food and Drug
                  Administration or any successor entity thereof having or
                  performing substantially the same function.

         1.10     "Firm Order" shall mean a binding commitment in writing made
                  by Questcor to purchase Product in accordance with Section 5.

         1.11     "cGMP" shall mean all laws, guidelines and regulations
                  applicable to the manufacture of Product including the current
                  Good Manufacturing Practices as specified in the United States
                  Code of Federal Regulations, as the same may be amended or
                  re-enacted from time to time, and international guidelines and
                  regulations such as ICH Q7A.

         1.12     "Non-Process Related Impurities" shall mean any substance that
                  would not be present as a result of the process used to
                  manufacture Product in compliance with cGMP.

         1.13     "Product" shall mean the chemical substances or the
                  formulation(s) thereof thereof listed in Schedule 1, attached
                  hereto.

         1.14     "Product Recall" shall mean any recall, withdrawal, field
                  correction or other action to

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                  recover possession of quantities of the Product shipped or
                  sold to Third Parties resulting in the event that (i) any
                  government authority or other regulatory agency issues a
                  request, directive or order that any Product or drug products
                  derived from Product be recalled, (ii) a court of competent
                  jurisdiction orders such a recall, (iii) Questcor reasonably
                  determines after consultation with BioVectra that any Products
                  should be recalled because they do not conform to the
                  Specifications or other requirements of this Agreement at the
                  time of shipment by BioVectra or (iv) Questcor reasonably
                  determines that any Products should be recalled for any
                  reason.

         1.15     "Purchase Order" shall mean a written order for the purchase
                  of Product duly executed by Questcor and transferred to
                  BioVectra via mail, facsimile or electronically, and setting
                  forth the quantity of Product ordered, the required delivery
                  date, the Delivery Point, the price for the Product, the
                  Purchase Order number, the name of the requester, and any
                  special terms and conditions relevant to the particular
                  Purchase Order (special terms and conditions are those that
                  are not preprinted).

         1.16     "Quality Assurance" shall mean the total organized
                  arrangements made with the object of ensuring that Product is
                  of the quality required for its intended use and that quality
                  systems are maintained so that all of the provisions set forth
                  in Section 7.1.1 and in Section 9 of this Agreement are met.

         1.17     "Quarter" shall mean the period of three consecutive calendar
                  months ending 31 March, 30 June, 30 September and 31 December.

         1.18     "Change" or "Deviation" shall mean any planned or unplanned
                  deviation, variance or change.

         1.19     "Specifications" shall mean the specifications and quality
                  assurance and other testing for the Product which will be
                  attached hereto as Schedule 2, and made a part hereof, as
                  determined in accordance with the analytical methodology set
                  forth therein, as such Specifications may be amended from time
                  to time in writing by mutual agreement of the Parties.

         1.20     "Third Party" shall mean any party other than Questcor,
                  BioVectra and their respective Affiliates and agents.

         1.21     "Section" shall mean a Section of this Agreement.

         1.22     "NDA" means a New Drug Application as defined in and
                  contemplated by the Act.

         1.23     "DMF" means the Drug Master File pertaining to the manufacture
                  of the Product.

2.       SUPPLY OF PRODUCT

         2.1      Supply and Purchase. BioVectra agrees to manufacture for and
                  supply to Questcor or its designee on an exclusive basis such
                  quantities of Product as Questcor may order from BioVectra,
                  and Questcor agrees to purchase such quantities of Product
                  from

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                  BioVectra, in accordance with the terms and conditions of this
                  Agreement. Questcor shall be obligated to purchase a minimum
                  of One Hundred Eighty (180) kilograms of Product under this
                  Agreement.

         2.2      Equipment. Questcor will provide to BioVectra at no cost to
                  BioVectra the equipment required to manufacture Product in
                  accordance with the manufacturing process specified by
                  Questcor, which equipment (and the location thereof) are
                  listed on Schedule 5 attached hereto. BioVectra will be
                  responsible for the costs of installation of the equipment,
                  and providing adequate facilities to house the equipment.
                  BioVectra will receive written authorization from Questcor
                  prior to contracting to purchase additional equipment as may
                  be required to produce Product for Questcor hereunder.

         2.3      Applicability and Hierarchy of Terms. The terms and conditions
                  of this Agreement shall apply to any Purchase Order issued by
                  Questcor to BioVectra during the term of this Agreement for
                  the Product that is the subject of this Agreement, whether or
                  not this Agreement or its terms and conditions are expressly
                  referenced in the Purchase Order. In the event of a conflict
                  between the pre-printed terms provided in any Purchase Order
                  and the terms of this Agreement, the terms of this Agreement
                  shall prevail.

         2.4      Maintenance of Equipment. BioVectra shall be responsible for
                  maintaining Questcor equipment (and any other BioVectra
                  equipment required to manufacture Product) in good working
                  order. Maintenance required of BioVectra includes, but is not
                  limited to, preventative maintenance, calibration and repairs.

         2.5      Use of Questcor Equipment. Questcor equipment is to be only
                  used to manufacture the Product for Questcor hereunder.

3.       TERM AND TERMINATION

         3.1      Term. This Agreement shall commence on the Effective Date and
                  shall continue in effect through December 31, 2007 (the
                  "Initial Term"), unless terminated earlier as provided herein.
                  Questcor, with the prior written approval of BioVectra, may
                  extend this Agreement for successive two (2) year periods
                  (each an "Extension Period") by giving BioVectra written
                  notice of such extension of the Agreement at least ninety (90)
                  calendar days prior to the expiration of the Initial Term or
                  the applicable Extension Period, as the case may be, provided,
                  however, that any refusal by BioVectra shall not be effective
                  unless and until it provides for at least twenty-four (24)
                  months prior written notice to Questcor of BioVectra's
                  intention to end this supply relationship.

         3.2      Termination Without Cause. Questcor may terminate this
                  Agreement at any time without cause upon twelve (24) months
                  prior written notice to BioVectra. Such termination shall not
                  affect the Parties' obligations with respect to Purchase
                  Orders issued to BioVectra by Questcor, nor relieves Questcor
                  of its obligation to purchase minimum quantities as specified
                  in Section 2.1 prior to the effective date of such

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                  termination. BioVectra may terminate this Agreement without
                  cause and without liability upon twenty-four (24) months prior
                  written notice to Questcor, during which period Questcor shall
                  endeavor in good faith to locate and qualify a substitute
                  manufacturer for Product, but if such manufacturer cannot be
                  located and/or qualified in such period, this Agreement shall
                  be extended for one six (6) month period to give Questcor
                  additional time to locate and qualify such a manufacturer

         3.3      Termination for Cause. Without prejudice to any other
                  available legal or equitable rights or remedies, the Parties
                  may terminate this Agreement immediately upon written notice
                  to the other Party as follows:

                  3.3.1    Material Breach. Either Party may terminate this
                           Agreement in the event of the material breach by the
                           other Party of the terms and conditions hereof
                           ("Default"), through no fault of the non-Defaulting
                           Party, which remains uncured ninety (90) calendar
                           days after the non-Defaulting Party provides written
                           notice of such Default to the Defaulting Party;
                           provided however, that in the event that the
                           Defaulting Party reasonably believes that the Default
                           is incapable of being cured within such ninety (90)
                           day period, then the Defaulting party shall provide
                           written notice to the non-Defaulting Party within
                           seven (7) calendar days from the date of the notice
                           of such Default, specifying that such Default is not
                           capable of being cured within such period and the
                           actions the Defaulting Party is taking to diligently
                           cure such Default, and the non-Defaulting Party may,
                           in its sole discretion, agree in writing to extend
                           the time period for curing such Default for up to an
                           additional thirty (30) calendar days or such time as
                           is reasonably necessary to cure such Default.

                  3.3.2    Insolvency; Bankruptcy. Either Party may terminate
                           this Agreement in the event that the other Party (a)
                           becomes insolvent; (b) makes an assignment for the
                           benefit of creditors; (c) files or has filed against
                           it a petition in bankruptcy; (d) has a receiver
                           appointed for its assets; or (e) is dissolved or
                           liquidated.

                  3.3.3    Continued Manufacture. Termination under this Section
                           3.3 shall not cause Product to be unavailable to
                           persons who are in need thereof. In the event this
                           Section 3.3 becomes applicable, the Parties agree to
                           collaborate in good faith to develop a new source of
                           manufacture thereof so as to keep Product available
                           in the marketplace for the benefit of the users
                           thereof. Questcor agrees to diligently locate and
                           qualify a new manufacturer of the Product and
                           BioVectra agrees that it will not discontinue
                           manufacture of the Product until such new
                           manufacturer is qualified; provided, however, that if
                           BioVectra's inability to manufacture specification -
                           conforming Product is the basis for termination under
                           Section 3.3.1 above, then Questcor shall not obligate
                           BioVectra to manufacture further non-conforming
                           Product, but BioVectra agrees that it will, to the
                           best of its ability, correct any deficiencies at its
                           own expense and manufacture specification-conforming
                           Product hereunder after

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                           any such notice of termination is received until such
                           new manufacturer is qualified.

                  3.3.4    Transfer of Materials and Equipment. If this
                           Agreement is terminated under this Section 3.3,
                           BioVectra shall promptly transfer to Questcor or
                           Questcor's designee, at Questcor's written request
                           and expense, all raw materials purchased by Questcor
                           and supplied to BioVectra and all Questcor equipment.

4.       PRICE AND PAYMENT

         4.1      Price of Product. The price for Product provided hereunder
                  shall be as set forth in Schedule 3 to this Agreement. Such
                  prices shall be firm through the entire "Initial Term" and
                  through any subsequent contract extensions.

         4.2      Price Adjustments. The price for Product may only be adjusted
                  as provided in Schedule 3 hereto.

         4.3      Billing and Payment. BioVectra will submit invoices to
                  Questcor at the address designated in the applicable Purchase
                  Order. Invoices shall include the following information, where
                  applicable: the description and quantity of Product delivered;
                  the date of shipment of Product; the price for the Product;
                  any applicable taxes, transportation charges or other charges
                  provided for in the applicable Purchase Order; and the
                  applicable Purchase Order number. Questcor shall pay all
                  invoices to BioVectra in U.S. dollars within thirty (30) days
                  from when the Product is delivered to or on behalf of Questcor
                  at the Delivery Point, provided that: i) Questcor has received
                  from BioVectra complete and accurate certificates of analysis
                  and any other Process records required to be provided to
                  Questcor pursuant to the provisions of Section 9 for such lot;
                  ii) Questcor or its designee has actually received the
                  applicable lots of Product; and iii) the lot (or partial lot)
                  is not rejected by Questcor or its designee. In the event that
                  any shipment does not contain the entire invoiced quantity of
                  Product, Questcor shall only be obligated to pay for the
                  quantity of Product actually received by or on behalf of
                  Questcor. Payment by Questcor shall not result in a waiver of
                  any of its rights under this Agreement.

         4.4      Documentation Delays. For each day that such complete and
                  accurate required documentation is delayed, the due and
                  payable date of the related invoice will be delayed by one (1)
                  business day. Questcor will notify BioVectra if payment is to
                  be delayed due to incomplete or inaccurate documentation
                  stating in sufficient detail the reasons therefor. Questcor
                  shall not be obligated to make payment for a lot of Product if
                  Product is rejected. If a lot of rejected Product is
                  subsequently approved by Questcor, Questcor shall pay
                  BioVectra for such lot within thirty (30) calendar days
                  following such approval date.

         4.5      Disputed Amounts. If Questcor disputes in good faith all or
                  any portion of any invoice submitted by BioVectra, Questcor
                  shall be required to pay that portion of the invoiced amount
                  that is not in dispute. In such event, Questcor shall notify
                  BioVectra in writing of the amount and nature of the dispute
                  within thirty (30) calendar days

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                  after receipt of the applicable invoice, and the Parties shall
                  promptly attempt in good faith to amicably resolve such
                  dispute. Once the matter is resolved, Questcor shall promptly
                  pay any amount as may be due BioVectra.

         4.6      Taxes. The Prices stated in this Agreement or a Purchase Order
                  include all taxes except such sales and use taxes that
                  BioVectra is required by law to collect from Questcor. Such
                  taxes, if any, will be separately stated in BioVectra's
                  invoice and will be paid by Questcor to BioVectra unless an
                  exemption is available. BioVectra shall be responsible for the
                  timely payment of all such taxes to the applicable taxing
                  authority, and BioVectra shall pay (without reimbursement by
                  Questcor), and shall hold Questcor harmless against, any
                  penalties, interest or additional taxes that may be levied or
                  assessed as a result of the failure or delay of BioVectra to
                  pay any taxes. Questcor shall be responsible for any duties
                  that result from BioVectra shipping Product to any Questcor
                  designated Delivery Point.

5.       FORECASTS AND FIRM ORDERS

         5.1      Forecasts. Questcor shall provide to BioVectra quarterly
                  forecasts of its estimated requirements for Product
                  ("Forecast"). Questcor shall provide such Forecasts to
                  BioVectra at least sixty (60) calendar days before the
                  beginning of each calendar Quarter during the Term of this
                  Agreement (beginning with the first Quarter in which Questcor
                  intends to purchase Product hereunder), and such Forecasts
                  shall provide an estimate of Questcor's requirements for
                  Product for such Quarter and for the next succeeding three (3)
                  Quarters. Such Forecasts shall be estimates for planning
                  purposes only and shall not constitute commitments by Questcor
                  to purchase Product. Questcor shall only be obligated to
                  purchase such quantities of Product as may be ordered by
                  Questcor pursuant to a Purchase Order issued by Questcor to
                  BioVectra, as provided in Section 5.2 below.

         5.2      Firm Orders. BioVectra will provide Product to Questcor
                  pursuant to orders placed by Questcor in the form of
                  individual Purchase Orders issued by Questcor to BioVectra. At
                  least forty-five (45) calendar days prior to the beginning of
                  each Quarter during the Term of this Agreement, beginning with
                  the first Quarter in which Questcor intends to purchase
                  Product under this Agreement, Questcor shall issue a Purchase
                  Order for its requirements of Product for such Quarter.
                  Questcor shall ensure that BioVectra has sufficient raw
                  materials therefor in accordance with Section 9.2.1 below.

6.       DELIVERY; ACCEPTANCE; TITLE; RISK OF LOSS

         6.1      Delivery of Product. BioVectra will deliver Product to
                  Questcor FOB, Charlottetown, per UCC Section 2-319(1)(a), at
                  the Delivery Point by the date(s) specified in the applicable
                  Purchase Order (the "Delivery Date"). BioVectra may not
                  deliver Product more than seven (7) calendar days prior to
                  such Delivery Date without the prior written consent of
                  Questcor. Questcor shall not be obligated to accept any
                  untimely, incomplete shipments less than sixty five percent
                  (65%) of the Purchase

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                  Order amount or excessive shipments greater than one hundred
                  thirty five percent (135%) of the Purchase Order amount, and
                  such shipments, in whole or in part, may, at Questcor's
                  option, be returned to BioVectra or held for disposition at
                  BioVectra's expense and risk.

         6.2      Timely Delivery. In the event that BioVectra fails to deliver
                  fully conforming Product by the Delivery Date, Questcor, at
                  its option and in addition to any of its other rights or
                  remedies, may: (a) require BioVectra to expedite delivery of
                  Product at BioVectra's own expense; (b) extend the required
                  Delivery Date; or (c) cancel the applicable Purchase Order.

         6.3      Transportation. BioVectra will be responsible for routing of
                  all freight, unless Questcor specifies otherwise in writing
                  for a particular Purchase Order. Questcor shall be responsible
                  for all transportation charges on Product shipped from
                  BioVectra to Questcor or its designee, subject to Section
                  6.2(a) above. BioVectra shall bear the cost of transportation
                  for Product shipped to Questcor or its designee to replace
                  non-conforming or defective Product, and BioVectra shall bear
                  the cost of transportation for Product returned to BioVectra
                  by Questcor due to any defect or non-conformance, whether for
                  the convenience of BioVectra or pursuant to a demand by
                  Questcor as provided herein.

         6.4      Title and Risk of Loss. Title to and risk of loss of or damage
                  to the Product sold hereunder shall pass to Questcor upon
                  loading of the Product at BioVectra, Charlottetown. Questcor
                  shall assume the risk of loss of or damage to the Product
                  after such loading of the Product at BioVectra, except to the
                  extent that such loss or damage results from the negligence or
                  willful misconduct of BioVectra or its representatives, for
                  which BioVectra shall retain the risk of loss of or damage to
                  Product.

         6.5      Acceptance; Rejection. All Product delivered by BioVectra to
                  Questcor or its designee shall be subject to inspection by or
                  on behalf of Questcor and Final Release (as defined in Section
                  9 below) by Questcor's Quality Assurance representative.
                  Questcor may, on written notice to BioVectra within sixty (60)
                  calendar days from receipt of delivery, reject any Product
                  that does not fully conform to the requirements of this
                  Agreement and the applicable Purchase Order, and Questcor may
                  return any shipment or any portion of any shipment that does
                  not fully conform. Payment for Product by Questcor shall not
                  constitute acceptance thereof. Questcor may revoke its
                  acceptance of any Product in the event that any
                  non-conformance is discovered after acceptance by Questcor.

7.       REPRESENTATIONS AND WARRANTIES

         7.1      Warranties by BioVectra. BioVectra represents and warrants to
                  Questcor that:

                  7.1.1    Product. All Product provided to Questcor by
                           BioVectra pursuant to this Agreement:

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                           (a)      Will conform in all respects with the
                                    Specifications for such Product in effect at
                                    the time title to such Product passes from
                                    BioVectra to Questcor pursuant to this
                                    Agreement;

                           (b)      Will not be adulterated or misbranded within
                                    the meaning of the Act or any similar law of
                                    any other jurisdiction; will be free from
                                    Non-Process Related Impurities; and will be
                                    free of any defects;

                           (c)      Will not have been manufactured with
                                    Deviation(s) unless approved in writing by
                                    Questcor prior to release by BioVectra and
                                    subsequent delivery of the Product to
                                    Questcor or its designee;

                           (d)      Will conform to and will be manufactured,
                                    packaged, labeled, stored and shipped in
                                    conformity with FDA regulations, cGMP
                                    requirements, the Specifications, the NDA
                                    pertaining to the Product, and all
                                    applicable national, federal, state,
                                    provincial, and local laws, orders, rules
                                    and regulations.

                           (e)      Will be manufactured, packaged and stored in
                                    facilities that are approved by the
                                    applicable regulatory authorities for the
                                    manufacture of Product at the time of such
                                    manufacture, packaging and storage, to the
                                    extent such approval is required by law or
                                    regulation.

                  7.1.2    Title. BioVectra has good title to all Product
                           provided to Questcor pursuant to this Agreement and
                           passes such title to Questcor free and clear of any
                           security interests, liens, or other encumbrances.

                  7.1.3    Debarment. BioVectra represents and warrants that it
                           is not debarred under subsections 306(a) or (b) of
                           the Act and that it has not and will not use in any
                           capacity the services of any person or entity
                           debarred under such law with respect to its
                           performance of this Agreement. BioVectra will
                           immediately notify Questcor in the event that it or
                           any such person or entity is debarred during the term
                           of this Agreement.

                  7.1.4    No Conflict. The execution, delivery and performance
                           of this Agreement by BioVectra does not conflict with
                           any agreement, instrument or understanding, oral or
                           written, to which it is a party or by which it may be
                           bound, and does not violate any law or regulation of
                           any court, governmental body or administrative or
                           other agency having authority over it; BioVectra is
                           not currently a party to, and during the term of this
                           Agreement will not enter into, any agreements, oral
                           or written, that are inconsistent with its
                           obligations under this Agreement.

                  7.1.5    Authority. BioVectra is validly existing and in good
                           standing under the laws of the province of its
                           incorporation and has the corporate power and
                           authority to enter into this Agreement. This
                           Agreement has been duly executed and delivered by
                           BioVectra and constitutes the valid and binding
                           obligation of BioVectra, enforceable against it in
                           accordance with its terms except as

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                                  Page 9 of 42

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                                    enforceability may be limited by bankruptcy,
                                    fraudulent conveyance, insolvency,
                                    reorganization, moratorium and other laws
                                    relating to or affecting creditors' rights
                                    generally and by general equitable
                                    principles. The execution, delivery, and
                                    performance of this Agreement have been duly
                                    authorized by all necessary action on the
                                    part of BioVectra, its officers and
                                    directors.

                  7.2      Breach of Warranty by BioVectra. In the event that
                           any Product does not meet any of BioVectra's
                           warranties then, in addition to any other rights or
                           remedies available to Questcor, BioVectra shall, at
                           Questcor 's option, either use its best efforts to
                           replace the non-conforming Product as soon as
                           practicable or promptly refund the payments by
                           Questcor for such non-conforming Product.

                  7.3      Independent Laboratory Testing. If Questcor and
                           BioVectra are unable to agree as to whether any
                           Product conforms to the Specifications for such
                           Product, the Parties shall cooperate to have the
                           Product in dispute analyzed by an independent testing
                           laboratory of recognized repute selected by BioVectra
                           and approved by Questcor, which approval shall not be
                           unreasonably withheld, conditioned or delayed. The
                           results of such laboratory testing shall be final and
                           binding on the Parties on the issue of conformance of
                           the Product to the Specifications. If the Product is
                           determined to so conform, then Questcor shall bear
                           the cost of the independent laboratory testing and
                           pay for the Product in accordance with this
                           Agreement. If the Product is determined not to
                           conform, then BioVectra shall bear the cost of the
                           independent laboratory testing, and BioVectra shall,
                           at Questcor's sole discretion, within thirty (30)
                           calendar days of the date of such determination,
                           either replace the rejected Product at no cost to
                           Questcor or promptly refund to Questcor the price
                           paid for such Product.

                  7.4      Warranties by Questcor. Questcor represents and
                           warrants to BioVectra that:

                           7.4.1    No Conflict. The execution, delivery and
                                    performance of this Agreement by Questcor
                                    does not conflict with any agreement,
                                    instrument or understanding, oral or
                                    written, to which it is a party or by which
                                    it may be bound, and does not violate any
                                    law or regulation of any court, governmental
                                    body or administrative or other agency
                                    having authority over it; Questcor is not
                                    currently a party to, and during the term of
                                    this Agreement will not enter into, any
                                    agreements, oral or written, that are
                                    inconsistent with its obligations under this
                                    Agreement.

                           7.4.2    Authority. Questcor is validly existing and
                                    in good standing under the laws of the state
                                    of its incorporation and has the corporate
                                    power and authority to enter into this
                                    Agreement. This Agreement has been duly
                                    executed and delivered by Questcor and
                                    constitutes the valid and binding obligation
                                    of Questcor, enforceable against it in
                                    accordance with its terms except as
                                    enforceability may be limited by bankruptcy,
                                    fraudulent conveyance, insolvency,
                                    reorganization, moratorium and other laws
                                    relating to or affecting creditors' rights
                                    generally and by general equitable
                                    principles. The execution,

                                                             [      ]  [       ]
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                                  Page 10 of 42

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                                    delivery and performance of this Agreement
                                    have been duly authorized by all necessary
                                    action on the part of Questcor, its officers
                                    and directors.

8.       PRODUCT RECALLS

         8.1      Cooperation. In the event of any Product Recall, the Parties
                  shall take all appropriate corrective actions and shall
                  cooperate in the investigations and all necessary activities
                  surrounding the Product Recall.

         8.2      Consultation. In the event that BioVectra or Questcor
                  determines that Product should be recalled, the Parties shall
                  consult with each other prior to taking any corrective
                  actions. Given that in the marketplace the Product is or will
                  be associated with Questcor, in no event shall BioVectra
                  institute a Product Recall without the prior written approval
                  of an officer of Questcor.

         8.3      Product Recall Caused by BioVectra. To the extent that any
                  Product Recall results from any cause or event arising from
                  the manufacturing, packaging, labeling, testing, storage, or
                  handling of the recalled Product by BioVectra, by any breach
                  of BioVectra's warranties, by any materials or facilities
                  provided by BioVectra, or otherwise by the acts or omissions
                  of BioVectra or its agents, BioVectra shall be responsible for
                  all expenses of such Product Recall.

         8.4      Product Recall Caused by Questcor. To the extent that any
                  Product Recall results from any cause or event arising from
                  the Specifications, the raw materials supplied by or on behalf
                  of Questcor, marketing, distribution, shipment, handling
                  (after title passes to Questcor) or sale of the recalled
                  Product by Questcor or its Affiliates or designee at the
                  Delivery Point, or the negligence of Questcor or its
                  Affiliates or designee at the Delivery Point, Questcor shall
                  be responsible for all expenses of such Product Recall,
                  including, without limitation, reasonable and necessary
                  expenses incurred by BioVectra after written notification to
                  Questcor and written approval by Questcor therefor.

         8.5      Expenses of Product Recall. In the event that a Product Recall
                  is caused by BioVectra, BioVectra shall be liable to reimburse
                  Questcor for all expenses of such Product Recall, including,
                  without limitation, the following: (i) all amounts paid by
                  Questcor to BioVectra for the Product subject to the Product
                  Recall, (ii) all reasonable costs and expenses incurred and
                  not recovered by Questcor directly resulting from such Product
                  Recall (including, without limitation, shipping charges, hours
                  spent coordinating the Product Recall, expenses of
                  notification and destruction or return of the recalled
                  Product, all costs associated with the distribution of
                  replacement Product, and all other costs incurred in
                  connection with such Product Recall). The foregoing remedies
                  shall be in addition to such other rights and remedies as
                  Questcor may have under this Agreement and applicable law.

         8.6      Disputes Regarding Cause of Product Recall. If the Parties are
                  unable to agree as to which Party's acts or omissions gave
                  rise to a Product Recall, such dispute shall be referred for
                  decision to a mutually agreed upon independent expert of
                  recognized

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                                  Page 11 of 42

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                  repute (acting as an expert and not as an arbitrator, and who
                  may be an attorney knowledgeable in FDA/pharmaceutical product
                  recall law) selected by Questcor and approved by BioVectra,
                  which approval shall not be unreasonably withheld, conditioned
                  or delayed. The results of such independent expert shall be
                  final and binding on the Parties on the issue of which Party's
                  acts or omissions gave rise to the Product Recall. The costs
                  of such independent expert shall be borne by the Party
                  determined to be responsible for the Product Recall.

         8.7      Notification Regarding Product Recall. Subject to Section 8.2
                  above, in the event that any Product Recall is required
                  because Product violates applicable laws, regulations, agreed
                  upon Specifications, the NDA pertaining to the Product, or is
                  deemed unacceptable for some other reason, whether or not such
                  action is requested by any governmental agency, the initiating
                  Party shall notify the Quality Assurance Representative of the
                  other Party as soon as possible, but not later than the end of
                  the next business day following the decision to implement such
                  action.

9.       QUALITY ASSURANCE

         9.1      Change Control. BioVectra will utilize a documented system of
                  procedures for the control of changes to raw materials,
                  packaging materials, suppliers, equipment, manufacturing
                  methods, Product, intermediates and raw materials
                  specifications, sampling, test methods, and release
                  requirements, consistent with cGMPs, all applicable laws,
                  rules and regulations, including the NDA pertaining to the
                  Product, and industry standards. BioVectra shall not implement
                  any Change without the express prior written approval of
                  Questcor. BioVectra will submit any proposed Change to
                  Questcor in writing for its review, using the Deviation/Change
                  Form attached hereto as Schedule 4. The Parties will provide
                  written responses to requests from the other pursuant to this
                  Section 9.1 as soon as commercially possible but in no event
                  more than twenty (20) business days from receipt of the
                  request from the other Party hereto. All updates to
                  BioVectra's DMF (and any other of BioVectra's regulatory
                  documents) related to the Product (or manufacture of the
                  Product) are the responsibility of BioVectra. Updates to
                  regulatory applications such as the NDA pertaining to the
                  Product are the responsibility of Questcor

         9.2      Raw Materials.

                  9.2.1    Procurement of Raw Materials. BioVectra will utilize
                           a documented system of procedures to evaluate,
                           qualify and approve raw materials and suppliers.

                           BioVectra is responsible for procuring suitable raw
                           materials (other than pituitary gland starting
                           material and oxycellulose gauze) from the approved
                           and qualified sources.

                           Questcor, at Questcor's expense, shall provide
                           pituitary gland starting material and oxycellulose
                           gauze to BioVectra in amounts required for BioVectra
                           to

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                                  Page 12 of 42

<PAGE>

                           fulfill its supply obligations to Questcor hereunder.
                           In this regard, Questcor will provide sufficient
                           quantity of appropriate quality pituitary gland
                           starting material and oxycellulose gauze necessary to
                           fulfill Questcor's obligation to purchase minimum
                           quantities of Product as set forth in Section 2.1
                           above.

                  9.2.2    Inspection and Testing of Raw Materials. BioVectra
                           must utilize documented material inspection plans and
                           testing procedures. The results of this inspection
                           and testing must be in accordance with BioVectra
                           established specifications and the NDA pertaining to
                           the Product.

                           BioVectra shall inspect all containers of raw
                           materials (including the pituitary gland starting
                           material) promptly upon receipt by BioVectra.
                           BioVectra will inspect and/or test all raw materials
                           on a batch-by-batch basis. BioVectra may accept and
                           release certain starting materials utilizing the COA
                           with abbreviated or no additional testing. However, a
                           minimum of an identification test is required unless
                           the material is too hazardous or reactive to sample.

                  9.2.3    Storage and Handling of Raw Materials. BioVectra
                           agrees to store and handle the materials under
                           appropriate conditions, consistent with cGMPs, all
                           applicable laws, rules and regulations, including the
                           NDA pertaining to the Product, and industry
                           standards.

                           BioVectra agrees to store Product labeling materials
                           under appropriate controlled and secured conditions,
                           consistent with cGMPs, all applicable laws, rules and
                           regulations, including the NDA pertaining to the
                           Product, and industry standards.

                           BioVectra shall have all necessary and appropriate
                           controls in place to prevent cross-contamination of
                           the raw materials and intermediates used in the
                           manufacture of Product from other chemicals stored,
                           used, or manufactured by BioVectra, including but not
                           limited to potent hormones, cytotoxic compounds,
                           beta-lactams, highly potent drugs, biological
                           preparations or non-pharmaceutical chemicals.

                  9.2.4    Transmissible Spongiform Encephalopathies (TSE)
                           Compliance. Upon request by Questcor, BioVectra will
                           promptly provide a written TSE declaration that all
                           materials (except porcine pituitary glands and
                           porcine gelatin supplied by or on behalf of Questcor)
                           used by BioVectra to manufacture Product are free
                           from animal derived material. BioVectra shall obtain
                           such written TSE declarations from each supplier of
                           raw material used in the manufacturing of Product and
                           shall maintain such TSE declarations for inspection
                           by Questcor upon its request.

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                                  Page 13 of 42

<PAGE>

                           If BioVectra is unable to provide the above mentioned
                           declaration(s), BioVectra must comply with applicable
                           TSE laws and regulations and must supply all
                           associated TSE documentation, as requested by
                           Questcor, during the Term. Such documentation may
                           include, but is not limited to, an application for a
                           TSE Certificate of Suitability in accordance with
                           European Directive 75/318/EEC as amended by directive
                           1999/82/EEC, the note for guidance EMEA/410/01 rev1,
                           as amended and AP-CSP (99)4, Appendix 2, as amended.

                  9.2.5    Certificate of Compliance for Animal Derived
                           Components. BioVectra is to issue a Certificate of
                           Compliance (signed by BioVectra's Head of Quality
                           Assurance) that states that the only animal derived
                           components used in the manufacture of Product are
                           porcine pituitary glands and porcine gelatin. This
                           Certificate of Compliance is to be included in each
                           lot batch record. The format of a Certificate of
                           Compliance approved by Questcor is attached hereto as
                           Schedule 6.

         9.3      Product Specifications. BioVectra will manufacture, package,
                  label and handle all Product in conformance with, and in order
                  for the Product to be in conformance with, the Specifications
                  and the NDA pertaining to the Product.

         9.4      Manufacturing and Packaging of Product. BioVectra shall
                  manufacture, package, and label all Product in accordance with
                  specific procedures and instructions consistent with cGMPs,
                  all applicable laws, rules and regulations, and the NDA
                  pertaining to the Product, and industry standards.

                  BioVectra will prepare all appropriate and required
                  manufacturing and packaging batch documentation for each batch
                  of Product manufactured pursuant to this Agreement. BioVectra
                  shall retain such batch documentation in accordance with any
                  document retention schedules provided by Questcor and as
                  required in order to comply with applicable regulatory
                  requirements. BioVectra will make any such batch documentation
                  available for review and inspection by Questcor and/or any
                  regulatory personnel, and BioVectra shall provide to Questcor
                  all such batch documentation upon the expiration or
                  termination of this Agreement or upon request by Questcor.

                  BioVectra shall have all necessary and appropriate controls in
                  place to prevent cross-contamination of Product and
                  intermediates used in the manufacture of Product from other
                  chemicals stored, used, or manufactured by BioVectra,
                  including but not limited to potent hormones, cytotoxic
                  compounds, highly potent drugs, biological preparations or
                  non-pharmaceutical chemicals. Beta-lactam and cephalosporin
                  antibiotics must be handled in facilities separate from those
                  in which Product is manufactured and packaged.

                  BioVectra shall assure that materials in its possession
                  containing any potentially hazardous component are
                  sufficiently isolated and segregated from the Product

                                                             [      ]  [       ]
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                                  Page 14 of 42

<PAGE>

                  manufactured for Questcor. BioVectra shall make Questcor aware
                  of the presence of any potentially hazardous products and will
                  adhere to all reasonable requests of Questcor with respect to
                  the storage of such materials. BioVectra will adhere to any
                  regulatory requirements or restrictions with respect to the
                  storage of raw materials, intermediates, or Product.

                  BioVectra will destroy any waste material or labeling
                  materials in a secure and legal manner, in order to prevent
                  unauthorized use and/or environmental problems.

         9.5      Inspection and Testing of Product. BioVectra will perform the
                  inspection and testing of Product as provided in Schedule 2 to
                  this Agreement. Questcor reserves the right to inspect and/or
                  test all batches of the Product delivered to Questcor or any
                  Questcor designee.

                  BioVectra will provide to Questcor a complete copy of the
                  entire batch record that shall include but not be limited to
                  (i) COA, (ii) executed batch record, (ii) all testing results
                  conducted by BioVectra and/or independent testing labs
                  contracted by BioVectra, (iii) Certificate of Compliance
                  concerning animal derived components (per Section 9.2.5
                  above), (iv) Deviation final reports that have been approved
                  by Questcor, and (v) any other associated documentation
                  mutually agreed to by both Parties for each batch of Product
                  delivered. BioVectra will deliver the complete batch record
                  and associated documents with each batch no later than the
                  time of delivery of the batch by BioVectra to Questcor or its
                  designee.

         9.6      Notification and Approval of Deviations. BioVectra will have a
                  documented system for handling Deviations, Deviation
                  investigations, and corrective actions. All Deviations will be
                  investigated and fully documented by BioVectra. BioVectra is
                  to notify Questcor within five (5) business days from the time
                  that BioVectra discovers the Deviation. All Deviations
                  (including the final report which outlines the Deviation,
                  investigation and corrective actions taken) must be reviewed
                  and approved by Questcor. BioVectra will retain such
                  documentation as part of the batch documentation for the batch
                  affected. Shipment of a lot shall not occur until Questcor has
                  approved all Deviations.

         9.7      Release and Shipment of Product. BioVectra has the
                  responsibility to release the Product for shipment to Questcor
                  or its designee, provided, however, that if Product does not
                  meet the Specifications in all respects, without any
                  deviations not approved by Questcor, the Product can be
                  released only with the prior written consent of Questcor.

                  BioVectra will not ship any Product to any Delivery Point, as
                  identified by Questcor, until the Product is released.

         9.8      Retained Samples of Product. BioVectra shall retain samples of
                  all Product batches in accordance with the retention schedule
                  mutually agreed upon but for no less than seven (7) years. The
                  amount of such retained samples shall be of sufficient
                  quantity to conduct at least full Specification analyses in
                  duplicate. BioVectra shall store the

                                                             [      ]  [       ]
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                                  Page 15 of 42

<PAGE>

                  retained samples under appropriate Product label storage
                  conditions in a secure area and in a suitable storage
                  facility, consistent with cGMPs, all applicable laws, rules
                  and regulations, and industry standards. All such samples
                  shall be available for inspection by Questcor during any audit
                  by Questcor of BioVectra's facilities or upon reasonable
                  notice to BioVectra by Questcor.

         9.9      Storage of Product. BioVectra agrees to store the Product
                  under appropriate Product storage conditions and in a secure
                  area, consistent with cGMPs, all applicable laws, rules and
                  regulations, and the NDA pertaining to the Product, and
                  industry standards.

         9.10     Annual Product Quality Review(s). BioVectra will prepare and
                  provide to Questcor a Product Quality Review Report ("PQRR")
                  on an annual basis, consisting of a systems review to confirm
                  1) processing, 2) that Product consistently meets the
                  Specifications and limits, 3) identification of any
                  significant trends (data or nonconformance) and 4) continued
                  support for established retest dating. Such PQRR shall be
                  provided by BioVectra to Questcor within thirty (30) calendar
                  days from each one-year anniversary of the Effective Date of
                  this Agreement or such other times as may be mutually agreed
                  upon by the Parties.

         9.11     In addition, Questcor and BioVectra will meet as necessary to
                  review quality issues related to the obligations and
                  responsibilities as described in this Agreement. During this
                  review, quality issues related to the past production by
                  BioVectra of Product will be reviewed. The information
                  presented and discussed during this review meeting will be
                  documented by BioVectra and submitted to Questcor for its
                  review and approval.

         9.12     Complaints about the Product. BioVectra will have a documented
                  system to receive, communicate with Questcor, investigate, and
                  resolve all complaints related to Product. BioVectra will
                  investigate the complaints as requested by Questcor and
                  provide a written report on the results of the investigation
                  to Questcor within thirty (30) calendar days. If necessary,
                  Questcor will communicate with the customers and/or the
                  regulatory authorities the results of the complaint
                  investigation.

         9.13     Returned Goods. BioVectra will have a documented system for
                  handling returned goods, consistent with cGMPs, all applicable
                  laws, rules and regulations, and industry standards.

         9.14     Audits and Inspections of Facilities and Product. BioVectra
                  will notify Questcor of any inspections of BioVectra's
                  facilities used in the manufacture or storage of Product, or
                  other actions that could potentially impact Product, by any
                  regulatory agencies or other enforcement entities. BioVectra
                  will provide Questcor with a written summary describing all
                  results of inspections within thirty (30) days after the visit
                  or inquiry. If any inspection is specifically related to the
                  Product, BioVectra shall promptly inform Questcor and give
                  Questcor representatives the opportunity to participate, at
                  Questcor's expense, in the inspection.

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                                  Page 16 of 42

<PAGE>

                  Questcor reserves the right to audit BioVectra's facilities,
                  systems, and documentation as they relate to the manufacture
                  and control of Product, and to assure compliance with this
                  Agreement, including but not limited to Product manufacturing,
                  storage, quality control, environmental compliance and health
                  and safety compliance. These audits may be performed on a
                  periodic basis at times mutually agreed upon by both Parties.
                  The right to audit will also cover any subcontractors (e.g. a
                  contract laboratory) if utilized by BioVectra. Questcor also
                  reserves the right to be present at BioVectra's facility
                  during the manufacture of Product.

10.      CONFIDENTIALITY

         10.1     Restrictions. Except as otherwise provided in this Section 10,
                  during the Term of this Agreement, including any renewals
                  thereof, and for a period of ten (10) years thereafter: (i)
                  each Party will hold the Confidential Information of the other
                  Party in strict confidence and will protect such Confidential
                  Information with at least the same degree of care that it
                  exercises with respect to its own Confidential Information,
                  which shall be no less than a reasonable degree of care; (ii)
                  neither Party will disclose the Confidential Information of
                  the other without in each instance obtaining the prior written
                  consent of the Disclosing Party; (iii) each Party will use the
                  Confidential Information of the other only as is necessary to
                  fulfill its obligations under this Agreement and for achieving
                  the purposes of this Agreement and not for any other purpose;
                  and (iv) each Party will limit internal disclosure of the
                  other Party's Confidential Information to its and its
                  Affiliates' officers, employees or agents on a need-to-know
                  basis for purposes of fulfilling its obligations under this
                  Agreement and achieving the purposes of this Agreement,
                  provided, however, that each of these officers, employees and
                  agents shall have been advised of the confidential nature of
                  the Confidential Information, are bound by these restrictions,
                  and have been directed to treat such information
                  confidentially and otherwise comply with this Agreement. In
                  any event, the Receiving Party shall be responsible for any
                  breach of the terms of this Agreement by any of its or its
                  Affiliates' officers, employees or agents.

         10.2     Exceptions. Notwithstanding the provisions of Section 10.1
                  above, neither Party shall have any obligations with respect
                  to information which the Receiving Party can demonstrate: (i)
                  is or becomes generally available to the public other than
                  through the Receiving Party's disclosure; (ii) was in the
                  Receiving Party's possession prior to it being furnished by or
                  on behalf of the Disclosing Party, provided that the Receiving
                  Party's source had the legal right to disclose such
                  information; (iii) becomes available to the Receiving Party on
                  a non-confidential basis from a source other than the
                  Disclosing Party, provided that the Receiving Party's source
                  had the legal right to disclose such information; (iv) is or
                  becomes independently developed by an employee of the
                  Receiving Party without access to the Confidential Information
                  and without violating any of the Receiving Party's obligations
                  under this Agreement; (v) is required to be disclosed to any
                  governmental agency for purposes of obtaining patents or
                  approvals to test or market the Product; or (vi) is required
                  to be disclosed by order of any court of competent
                  jurisdiction or other governmental authority, provided,
                  however, that the Receiving Party shall provide to the
                  Disclosing Party

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                                  Page 17 of 42

<PAGE>

                  prompt written notice (but in no event less than fourteen (14)
                  calendar days) prior to such disclosure so that the Disclosing
                  Party may attempt by appropriate legal means to limit such
                  disclosure at its cost and expense, and the Receiving Party
                  shall endeavor in good faith to limit the disclosure and
                  maintain the confidentiality of such Confidential Information
                  to the maximum extent possible, provided, however, that
                  nothing in this Agreement shall be deemed to require the
                  Receiving Party to violate and law or judicial order.

         10.3     Return of Confidential Information. Each Party agrees to
                  promptly return all Confidential Information and all copies
                  thereof to the Disclosing Party, and to destroy all
                  information created by Receiving Party that contains
                  Confidential Information furnished by Disclosing Party, at the
                  expiration or termination of this Agreement, or at any time
                  prior to the expiration or termination of this Agreement upon
                  the Disclosing Party's written request (provided, however,
                  that the Receiving Party shall not be required to return such
                  Confidential Information to the Disclosing Party prior to the
                  expiration or termination or this Agreement that the Receiving
                  Party reasonably requires in order to perform its obligations
                  under this Agreement). Upon request of the Disclosing Party,
                  the Receiving Party shall provide written certification of
                  such return or destruction. Notwithstanding the foregoing, the
                  Receiving Party may retain one (1) copy of such Confidential
                  Information in its legal archive files solely for purposes of
                  identifying such Party's obligations under this Agreement or
                  complying with other legal requirements, including under the
                  Act. Notwithstanding the Receiving Party's return and
                  destruction of the Confidential Information, Receiving Party
                  will continue to be bound by its obligation of confidentiality
                  as otherwise provided herein.

11.      INDEMNIFICATION

         11.1     Indemnification by Questcor. Except as otherwise specifically
                  provided in Section 11.2 below, Questcor shall indemnify,
                  defend and hold harmless BioVectra, its Affiliates, and its
                  and their respective directors, officers, employees, agents,
                  successors and assigns from and against any and all claims,
                  demands, losses, damages, judgments, settlement amounts,
                  suits, actions, liabilities, costs and expenses (including,
                  but not limited to, court costs and reasonable attorneys'
                  fees) arising out of or resulting from: (i) any negligence or
                  willful misconduct of Questcor, its employees or agents in the
                  use, handling (after title has passed to Questcor), shipment,
                  distribution, marketing or sale of any Product; (ii) any
                  injury or death to persons or theft of or damage to property
                  resulting from the use, handling (after title has passed to
                  Questcor), shipment, distribution, marketing or sale of any
                  Product unless caused by defective or non-conforming Product;
                  (iii) the material default by Questcor in the performance of
                  any obligation hereunder or Questcor 's breach of any of its
                  warranties or representations hereunder; (iv) any labeling of
                  any Product to the extent that such labeling has been supplied
                  by or at the direction of Questcor and applied in accordance
                  with instructions from Questcor; and/or (v) any proceeding
                  instituted by or on behalf of a Third Party based upon a claim
                  that the manufacture, use or sale of the Product infringes any
                  intellectual property right, including any patent, trademark

                                                             [      ]  [       ]
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                                  Page 18 of 42

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                  or trade secret of such Third Party.

         11.2     Indemnification by BioVectra. Except as otherwise specifically
                  provided in Section 11.1 above, BioVectra shall indemnify,
                  defend and hold harmless Questcor, its Affiliates, and its and
                  their respective directors, officers, employees, agents,
                  successors and assigns from and against any and all claims,
                  demands, losses, damages, judgments, settlement amounts,
                  suits, actions, liabilities, costs and expenses (including,
                  but not limited to, court costs and reasonable attorneys'
                  fees) arising out of or resulting from: (i) any injury or
                  death to persons or theft of or damage to property caused
                  directly or indirectly by defective or non-conforming Product
                  or by the negligence or willful misconduct of BioVectra, its
                  employees or agents; (ii) the material default by BioVectra in
                  the performance of any obligation hereunder or BioVectra's
                  breach of any of its warranties or representations hereunder;
                  (iii) BioVectra's negligent acts or omissions or willful
                  misconduct in the manufacture, labeling, packaging, storage,
                  or handling of Product; and/or (iv) BioVectra's failure to
                  comply with the provisions of any applicable law or
                  regulation, including, but not limited to, the NDA pertaining
                  to the Product, those of the Act and those relating to the
                  environment and health and safety.

         11.3     A Party (the "Indemnitee") which intends to claim
                  indemnification under this Section 11 shall promptly notify
                  the other Party (the "Indemnitor") in writing of any action,
                  claim or other matter in respect of which the Indemnitee or
                  any of its Affiliates, or any of their respective directors,
                  officers, employees or agents, or any Third Party entitled to
                  indemnification under Sections 11.1 or 11.2 above, intend to
                  claim such indemnification; provided, however, the failure to
                  provide such notice within a reasonable period of time shall
                  not relieve the Indemnitor of any of its obligations hereunder
                  except to the extent the Indemnitor is prejudiced by such
                  failure. The Indemnitee shall permit, and shall cause its
                  Affiliates, and their respective directors, officers,
                  employees and agents to permit, the Indemnitor, at its
                  discretion, to settle any such action, claim or other matter
                  and the Indemnitee agrees to the complete control of such
                  defense or settlement by the Indemnitor; provided that such
                  settlement does not adversely affect the Indemnitee's rights
                  hereunder or impose any obligations on the Indemnitee in
                  addition to those set forth herein in order for it to exercise
                  such rights. No such action, claim or other matter shall be
                  settled without the prior written consent of the Indemnitee,
                  and the Indemnitee shall not be responsible for any attorneys'
                  fees or other costs incurred other than as provided herein.
                  The Indemnitee, its Affiliates, and their respective
                  directors, officers, employees and agents shall reasonably
                  cooperate with the Indemnitor and its legal representatives in
                  the investigation and defense of any action, claim or other
                  matter covered by this indemnification. The Indemnitee shall
                  have the right, but not the obligation, to be represented by
                  counsel of its own selection and at its own expense.

         11.4     The provisions of this Section 11 shall survive the expiration
                  or termination of this Agreement.

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                                  Page 19 of 42

<PAGE>

12.      LIMITATIONS ON LIABILITY

         12.1     In no event shall either Party be liable to the other Party
                  for any indirect, incidental, special, consequential, punitive
                  or exemplary damages (including, but not limited to, damages
                  based upon lost profits, business interruption, lost business,
                  or lost savings) for any acts or failure to act under this
                  Agreement, even if it has been advised of their possible
                  existence. Notwithstanding the foregoing, there shall be no
                  limitation on a Party's liability for claims: a) arising out
                  of a breach of its confidentiality obligations under this
                  Agreement; or b) arising out of its indemnification
                  obligations under this Agreement.

                  BioVectra shall reimburse Questcor for loss or damage to (i)
                  raw materials purchased by Questcor, supplied to BioVectra and
                  stored at BioVectra and (ii) Questcor equipment. Reimbursement
                  of raw materials and equipment shall be at replacement value.

13.      INSURANCE

         Each Party shall obtain and maintain at its expense during the term of
         this Agreement and for a period of at least one (1) year after the
         expiration or termination of this Agreement, all insurance coverage
         required by law as well as appropriate insurance coverage to protect
         against any and all claims or liabilities that may arise directly or
         indirectly as a result of its performance under this Agreement. In this
         regard, each Party shall maintain at least three million dollars
         ($3,000,000) of product liability insurance for the duration of this
         Agreement and for five (5) years thereafter.

14.      MISCELLANEOUS

         14.1     Independent Contractors. The relationship between Questcor and
                  BioVectra is that of independent contractors and nothing
                  contained in this Agreement shall be deemed to constitute or
                  create any other relationship, including employment,
                  partnership, agency or joint venture, between Questcor and
                  BioVectra. Neither Party shall have any express or implied
                  right or authority to employ any person as agent or employee
                  for or on behalf of the other, or to bind or attempt to bind
                  the other Party to any obligation with any Third Party.
                  BioVectra has and retains full control and supervision over
                  the performance of its obligations hereunder and over the
                  employment, direction, compensation and discharge of all
                  employees, agents and subcontractors it utilizes in the
                  performance of such obligations. BioVectra is responsible for
                  its acts and omissions and those of its employees, agents and
                  subcontractors.

         14.2     Assignment and Subcontracting. BioVectra shall not assign any
                  of its rights nor delegate or subcontract any of its duties
                  under this Agreement without the prior written consent of
                  Questcor. Any such attempted assignment of rights or
                  delegation or subcontracting of duties without the prior
                  written consent of Questcor shall be void and ineffective. Any
                  such assignment, delegation or subcontracting consented to by

                                                             [      ]  [       ]
BioVectra                                                    Questcor  BioVectra

                                  Page 20 of 42

<PAGE>

                  Questcor shall not relieve BioVectra of its responsibilities
                  and liabilities hereunder, and BioVectra shall remain liable
                  to Questcor for the conduct and performance of each permitted
                  delegate and subcontractor hereunder. Questcor shall have the
                  right to assign this Agreement, in whole or in part, to any
                  Third Party, provided, however, that such Third Party assumes
                  in writing the rights, duties and obligations of Questcor as
                  set forth in this Agreement that are being assumed by such
                  Third Party and guarantees such in writing to BioVectra.

         14.3     Advertising and Publicity. BioVectra shall not use the name or
                  any trademark, trade name, logo or symbol of Questcor or any
                  Questcor Affiliates, or disclose any matters relating to this
                  Agreement, in any advertising, promotion, press/publicity
                  release, written articles or other form of public written
                  disclosure without the prior written consent of Questcor.
                  Questcor shall not disclose and matters relating to this
                  Agreement nor issue any press/publicity release referring to
                  BioVectra without the prior written permission of BioVectra,
                  which shall not be unreasonably withheld, conditioned or
                  delayed. It is understood by BioVectra that Questcor, as the
                  holder of the Product NDA, will have to make certain
                  disclosures and regulatory filings indicating that BioVectra
                  is manufacturing the Product for Questcor.

         14.4     Force Majeure. Neither Party shall be liable for delays in
                  performance or nonperformance in whole or in part due to any
                  causes that are beyond its reasonable control and not due to
                  its acts or omissions, such as acts of God, fire, strikes,
                  embargo, war, acts of terrorism, acts of the government, or
                  any other similar causes, but not acts which could be
                  anticipated, such as raw material price increases, shortages
                  of raw materials, or an increase in demand for Product. In
                  such event, the Party delayed shall promptly give notice to
                  the other Party, and shall endeavor in good faith to
                  eliminate, cure or overcome any such causes and to resume
                  performance of its obligations as soon as possible. The Party
                  affected by the other Party's delay may elect to: (a) suspend
                  performance and extend the time for performance for the
                  duration of the event, or (b) cancel all or part of any part
                  of the unperformed part of this Agreement or any individual
                  Purchase Order(s) hereunder.

                  Questcor shall have the right, but not the obligation, to
                  terminate this Agreement under this Section 14.4 upon not less
                  than ninety (90) days written notice to BioVectra if BioVectra
                  cannot, or appears unable in Questcor's good faith opinion, to
                  supply Product hereunder to Questcor to meet Questcor's needs
                  therefor due to a condition of Force Majeure.

         14.5     Notices. Any notice, communication, or statement required or
                  permitted to be given under this Agreement shall be in writing
                  and shall be deemed to have been sufficiently given when
                  delivered to the person(s) listed below in any of the
                  following manners: (i) in person; (ii) by registered or
                  certified mail, postage pre-paid, return receipt requested;
                  (iii) by a nationally-recognized courier service guaranteeing
                  next-day delivery, charges prepaid; or (iv) by facsimile with
                  the original promptly sent by any of the foregoing manners.
                  Notice or receipt of a particular communication shall

                                                             [      ]  [       ]
BioVectra                                                    Questcor  BioVectra

                                  Page 21 of 42

<PAGE>

                  be considered given or received when actually received. Either
                  Party may, by notice to the other, change the names and
                  addresses given below for receipt of notices. 14.6 If to
                  BioVectra:

                           BioVectra dcl
                           Attn: Chief Executive Officer
                           16 McCarville Street
                           Charlottetown, Prince Edward Island
                           C1E2A6 Canada
                           Facsimile No.: (902) 628-2045
         With a copy to:
                           BioVectra dcl
                           Attn: VP, Finance
                           16 McCarville Street
                           Charlottetown, Prince Edward Island
                           C1E2A6 Canada
                           Facsimile No.: (902) 628-2045
         If to Questcor:

                           Questcor Pharmaceuticals, Inc.
                           3260 Whipple Road
                           Union City, California 94587
                           Attn: Chief Executive Officer
                           Facsimile No. (510) 400 -0715

         With a copy to:
                           Questcor Pharmaceuticals, Inc.
                           3260 Whipple Road
                           Union City, California 94587
                           Attn: VP Manufacturing
                           Facsimile No. (510) 400 -0715

         14.7     Non-Waiver. The failure of either Party to strictly enforce
                  any of the terms or conditions of this Agreement shall not be
                  considered as a waiver of any right hereunder nor shall it
                  deprive that Party of the right at some other time to insist
                  upon strict adherence to that term or condition or to any
                  other terms or conditions.

         14.8     Severability. If any section, subsection, sentence or clause
                  of this Agreement shall be adjudged illegal, invalid or
                  unenforceable, such illegality, invalidity or unenforceability
                  shall not affect the legality, validity or enforceability of
                  this Agreement as a whole or of any section, subsection,
                  sentence or clause hereof not so adjudged, and the remaining
                  terms and provisions of this Agreement shall remain unimpaired
                  and in full force and effect.

         14.9     Paragraph Headings. All paragraph headings in this Agreement
                  are for convenience of reference only and shall not be
                  construed as a limitation of the scope of the

                                                             [      ]  [       ]
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                                  Page 22 of 42

<PAGE>

                  particular sections to which they refer.

         14.10    Governing Law and Arbitration. This Agreement will be governed
                  by the laws of the State of California U.S.A., without regard
                  to its, or any other jurisdictions, conflicts of laws
                  provisions or rulings. Any dispute, claim or controversy that
                  may arise under, out of, in connection with or relating to
                  this Agreement or any breach or default in the performance of
                  the terms and conditions thereof, which cannot be settled by
                  the Parties, shall be settled by final and binding arbitration
                  in the English language in New York, New York, U.S.A. in
                  accordance with the then-existing Rules of Commercial
                  Arbitration (the "Rules") promulgated by the American
                  Arbitration Association (the "AAA"). The arbitrator(s) shall
                  apply the governing law as set forth above in this Section
                  14.10 and judgment upon the award of the arbitrator(s) may be
                  entered in any court having appropriate jurisdiction.

         14.11    Successors and Assigns. This Agreement shall apply to, inure
                  to the benefit of and be binding upon the Parties hereto and
                  upon their respective successors and permitted assigns. The
                  Parties agree that this Agreement is not intended by either
                  Party to give any benefits, rights, privileges, actions or
                  remedies to any person, partnership, firm or corporation as a
                  third party beneficiary or otherwise under any theory of law,
                  except as expressly set forth herein.

         14.12    Survival of Obligations. The termination or expiration of this
                  Agreement shall not affect the survival and continuing
                  validity of the Sections entitled "Representations and
                  Warranties; "Product Recalls", "Confidentiality",
                  "Indemnification" and "Limitations on Liability" nor of any
                  other provision that is expressly or by implication intended
                  to continue in force after such termination or expiration.
                  Termination or expiration of this Agreement shall not relieve
                  either Party from full performance of any obligations incurred
                  prior to the Effective Date of such termination or expiration.

         14.13    Schedules. All schedules referred to herein form an integral
                  part of this Agreement and are incorporated into this
                  Agreement by such reference.

         14.14    Review by Legal Counsel. Each of the Parties agrees that it
                  has had the opportunity to review this Agreement with its
                  legal counsel. Accordingly, the rule of construction that any
                  ambiguity in this Agreement is to be construed against the
                  drafting Party shall not apply.

         14.15    Amendments. No modification, alteration or amendment of this
                  Agreement or any Purchase Order(s) hereunder shall be binding
                  upon the Parties unless contained in a writing signed and
                  delivered by a duly authorized representative of each
                  respective Party and specifically referring hereto or thereto,
                  as the case may be.

         14.16    Counterparts. This Agreement and any amendment or supplement
                  hereto may be executed in any number of counterparts, each of
                  which when executed and delivered shall be deemed to be an
                  original and all of which counterparts taken together shall
                  constitute but one and the same instrument. The execution of
                  this Agreement and any

                                                             [      ]  [       ]
BioVectra                                                    Questcor  BioVectra

                                  Page 23 of 42

<PAGE>

                  such amendment or supplement by any Party hereto will not
                  become effective until counterparts hereof have been executed
                  (i.e., signed and delivered) by both Parties hereto.

         14.17    Entire Agreement. This Agreement, together with any documents
                  attached hereto, constitutes the entire agreement of the
                  Parties with respect to its subject matter and merges and
                  supersedes all prior discussions and writings with respect
                  thereto. No modification to this Agreement shall be affected
                  by the acknowledgment or acceptance of any purchase order or
                  shipping instruction forms or similar documents containing
                  terms or conditions at variance with or in addition to those
                  set forth herein.

                  Notwithstanding the above, the Mutual Nondisclosure Agreement
                  dated August 15, 2002 (a signed copy of which is attached
                  hereto as Schedule 7) and the Equipment & Materials Transfer
                  Agreement (a signed copy of which is attached hereto as
                  Schedule 8) shall remain in full force and effect for the
                  Initial Term, any Extension Period and the period of
                  Confidentiality as set forth in Section 10.1 above, except for
                  the provisions of the Equipment & Materials Transfer Agreement
                  entitled: "Term; "Termination", "Development and Supply
                  Agreement" and "Non-Binding Term Sheet", which shall be
                  superseded hereby. In the event of any direct conflict of the
                  terms and conditions of the Mutual Nondisclosure Agreement and
                  the Equipment & Materials Transfer Agreement with the terms
                  and conditions of this Agreement, the terms and conditions of
                  this Agreement shall control. The period of confidentiality of
                  the Mutual Nondisclosure Agreement shall be as set forth in
                  Section 10.1 hereof.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their respective duly authorized representatives to be effective as of the
Effective Date set forth above.

QUESTCOR PHARMACEUTICALS, INC.             DIAGNOSTIC CHEMICALS LIMITED
                                        (doing business as BioVectra dcl)

Signature: /s/ David Medeiros           Signature: /s/ Gordon Rogers
           ----------------------                  -----------------------------

Name:      David Medeiros               Name:  Gordon Rogers

Title:     VP, Manufacturing            Title: VP, Finance & Corporate Systems

Date:      October 22, 2003             Date:  October 28, 2003

                                                             [      ]  [       ]
BioVectra                                                    Questcor  BioVectra

                                  Page 24 of 42

<PAGE>

                                   SCHEDULE 1

   To the April 1, 2003 Supply Agreement between QUESTCOR and BIOVECTRA DCL.

                                     PRODUCT

                          ACTHAR BULK CONCENTRATE (API)

                                                             [      ]  [       ]
BioVectra                                                    Questcor  BioVectra

                                  Page 25 of 42

<PAGE>

                                   SCHEDULE 2

    To the April 1, 2003 Supply Agreement between QUESTCOR and BIOVECTRA DCL.

                                 SPECIFICATIONS

ALL SPECIFICATIONS AND INSPECTION AND TESTING METHODS WILL BE CONSISTENT WITH
THE DMF AND OTHER REGULATORY FILINGS FOR THE PRODUCT AND SUBSEQUENT UPDATES TO
THE DMF AND OTHER REGULATORY FILINGS FOR THE PRODUCT INCLUDING:

         STARTING MATERIALS,

         API REGISTRATION SPECIFICATIONS,

         API CONTROL TARGETS, AND

         INSPECTION AND TESTING METHODS.

                                                             [      ]  [       ]
BioVectra                                                    Questcor  BioVectra

                                  Page 26 of 42

<PAGE>

                                   SCHEDULE 3

    To the April 1, 2003 Supply Agreement between Questcor and BioVectra dcl.

                                      PRICE

The price for ACTHar Gel shall be Nine Thousand Five Hundred Fifty-Five Dollars
United States ($9,555 USD) per kilogram for the first One Hundred Eighty (180)
kilograms of Product purchased by Questcor hereunder. The price for subsequent
Product purchased by Questcor hereunder shall be Seven Thousand Six Hundred
Seventy-five Dollars United States ($7,675 USD) per kilogram of Product.
Documented raw material increases greater than three percent (3%) will be added
to the price per kilogram on an actual cost basis, with documentation of the
increase provided to Questcor in advance of any such adjustment being made.

                                                             [      ]  [       ]
BioVectra                                                    Questcor  BioVectra

                                  Page 27 of 42

<PAGE>

                                   SCHEDULE 4

    To the April 1, 2003 Supply Agreement between QUESTCOR and BIOVECTRA DCL.

                              DEVIATION/CHANGE FORM

CP0006-0

                                    BIOVECTRA

           STANDARD OPERATING PROCEDURE FOR WRITING AND MANAGING SOPS

ATTACHMENT 1: DOCUMENT CREATION/CHANGE CONTROL FORM

SOP Title:____________________________

SOP Form ID:__________________________          Date:___________________________

    Change Type:
[ ] Major
[ ] Minor

    Check One:
[ ] Annual Review
[ ] Revision
[ ] New Issue

SUMMARY OF CHANGES AND JUSTIFICATIONS
(Attach additional pages as necessary.)

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Comments: ______________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

                           _____________________________________________________
                                   Signature                  Date

                                                             [      ]  [       ]
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                                  Page 28 of 42

<PAGE>

Reviewed by_____________________________________________________________________

Approved by_____________________________________________________________________

QA/RA Approval__________________________________________________________________

DOCUMENT CONTROL

[ ]   Revision History Ledger updated_____________________      ________________
                                          Signature                    Date

[ ]   Training Requirements Completed_____________________      ________________
                                          Signature                    Date

[ ]      Read and Understood

[ ]      Additional Training Required (Explain)_________________________________

                             _______________________

ATTACHMENT 2: REVISION HISTORY LEDGER

<TABLE>
<CAPTION>
                                                 PERFORMED BY
 FORM ID   TITLE   REVISION #     COMMENTS    (INITIAL AND DATE)
---------  -----   ----------     --------    ------------------
<S>        <C>     <C>            <C>         <C>
________________________________________________________________

________________________________________________________________

________________________________________________________________

________________________________________________________________

________________________________________________________________

________________________________________________________________

________________________________________________________________

________________________________________________________________

________________________________________________________________

________________________________________________________________
</TABLE>

                                                             [      ]  [       ]
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                                 Page 29 of 42

<PAGE>

FORM ID CP0006                            REVISION NO. Zero (0)
WRITTEN BY                                APPROVED BY

QA APPROVAL         EFFECTIVE DATE

                                                             [      ]  [       ]
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                                  Page 30 of 42

<PAGE>

                                   SCHEDULE 5

         To the April 1, 2003 Supply Agreement between QUESTCOR and BIOVECTRA
DCL.

QUESTCOR PROVIDED EQUIPMENT AND LOCATION THEREOF

<TABLE>
<CAPTION>
Item     Part Number  Description
<S>      <C>          <C>
 1       L-8269       SS Pot
 2       NC-5735      Pump
 3       L-4244       MOD I Recon Pot
 4       NC-3344      Pump
 5       L-8224       100 Gal SS Pot
 6       LM-4029      MOD IC Potentiation Tk
 7       NC-2849      Phenol Hood
 8       L-5750       Twin Shell V Blender
 9       L-6125       Fitzmill Comminutor
 10      N/A          MOD IC Recon Vessel
 11      N/A          MOD IC Glass Filter #1
 12      N/A          MOD IC Glass Filter #2
 13      N/A          Air/Nitrogen Filter
 14      NC-5262      Orion 310 PH Meter
 15      N/A          2 Glass bottles
 16      L-6780       AAAP G/L Blow Tank
 17      L-6511       18" Buchner Funnel
 18      L-4490       Millipore Cart, Housing
 19      L-9119 D     Pot
 20      L-9119 E     Pot
 21      L-9119 F     Pot
 22      L-9119 (2)   Pots
 23      L-4066       AAAP Oven and Trays
 24      L-5912       Wiley Mill
 25      L-6965       Scale 0-200KG
 26      N/A          Bowl Stand For Centrifuge
 27      L-1629       MOD I Drum Roller
 28      L-6211       MOD I Drum
 29      L-4143       Bomb Freezer
 30      K-7652       AAP Precipitation Tank
 31      NC-3366      Scale
 32      N/A          2 Stainless Steel Pots
 33      K-7650       AAAP Extraction Tank
 34      L-6370       32% Gel Tank
 35      L-2154       North Centrifuge
 36      L-4092       South Centrifuge
 37      NC-2848      MOD IC Gel Bomb
 38      N/A          9 Stainless Steel Bombs
 39      L-9119 C     Utensil Cart
</TABLE>

                                                             [      ]  [       ]
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                                  Page 31 of 42

<PAGE>

<TABLE>
<S>             <C>                     <C>
 40             NC-2847                 MOD I Resin Column
 41(new)        N/A                     Berg - 12 Ton chiller
 42(new)        Not Assigned Yet        Amsco 3033 Autoclave
 43(new)        Not Assigned Yet        Reitschlie VC-100 Vacuum Pump
 44(new)        Not Assigned Yet        Welch 1374M-01 High Vacuum Pump
 45(new)        N/A                     Culligan Mixed Bed DI Water System
</TABLE>

                                                             [      ]  [       ]
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                                  Page 32 of 42

<PAGE>

                                   SCHEDULE 6

    To the April 1, 2003 Supply Agreement between QUESTCOR and BIOVECTRA DCL.

                 FORMAT OF AN APPROVED CERTIFICATE OF COMPLIANCE

    To the April 1, 2003 Supply Agreement between Questcor and BioVectra dcl

               (as referred to in Section 9.2.5 of that Agreement)

                            CERTIFICATE OF COMPLIANCE

The only animal-sourced materials used in the production of Acthar Bulk
Concentrate, Lot YYYY, were porcine pituitary glands and porcine gelatin.

BIOVECTRA DCL

By: ________________________    ________________________

         Signature

         Date
_________________________________________________________
         Print name and title

                                                             [      ]  [       ]
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                                  Page 33 of 42

<PAGE>

                                   SCHEDULE 7

    To the April 1, 2003 Supply Agreement between QUESTCOR and BIOVECTRA DCL.

             MUTUAL NONDISCLOSURE AGREEMENT (dated August 15, 2002)

THIS AGREEMENT is made on Aug 15, 2002, by and between Questcor Pharmaceuticals,
Inc., a California Corporation located at 3260 Whipple Road, Union City, CA
94587 ("Questcor") and BioVectra,dcl LLC located at ("BioVectra").

1. Purpose. Questcor and BioVectra wish to evaluate the possibility of,
establishing a business relationship. For this purpose, either party may
disclose information it regards as confidential to the other.

2. Definition. "Confidential Information" means any information, technical data,
or know-how, including, but not limited to, that which relates to research,
development, products, biological materials, chemical compounds, processes, test
data, animal studies, clinical trials, markets, inventions, marketing or
finances, which Confidential Information is designated in writing to be
confidential or proprietary, or if given orally, is confirmed promptly in
writing as having been disclosed as confidential or proprietary. Confidential
Information does not include information, technical data or knowhow which (i) is
in the possession of the receiving party at the time of disclosure as shown by
the receiving party's files and records immediately prior to the time of
disclosure; or (ii) prior to or after the time of disclosure becomes part of the
public knowledge or literature, not as a result of any action or inaction of the
receiving party; or (iii) is approved for release by the disclosing party, or
(iv) is at any time disclosed to the receiving party by a third party without,
to the knowledge of the receiving party, violation of any obligation of
confidentiality.

3. Non-Disclosure of Confidential Information. Questcor and BioVectra each agree
not to use the Confidential Information disclosed to it by the other party for
its own use or for any purpose except as specified in paragraph 1. Neither will
disclose the Confidential Information of the other to third parties or to its
own employees and advisors except those employees and advisors who are required
to have the information in order to evaluate it. Each agrees to advise such
employees and advisors of the confidential nature of the information they are
receiving, and to take all other reasonable steps to protect the secrecy of and
avoid disclosure or use of Confidential Information of the other in order to
prevent it from falling into the public domain or the possession of unauthorized
persons. Each agrees to notify the other in writing of any misuse or
misappropriation of such Confidential Information of the other which may come to
its attention. .

4. Return of Material. Upon request, any materials or documents which have been
furnished by one party to the other will be returned, accompanied by all copies
of such documentation. Except that one copy may be retained for legal archival
purposes.

5. Patent or Copyright Infringement. Nothing in this Agreement is intended to
grant any rights under any patent or copyright of either party, nor shall this
Agreement grant either party any rights in or to the others party's Confidential
Information, except the limited right to review such Confidential Information
solely for the purpose specified in

                                                             [      ]  [       ]
BioVectra                                                    Questcor  BioVectra

                                  Page 34 of 42

<PAGE>

paragraph 1.

6. Term. The foregoing commitments in this Agreement shall terminate on the
later of five (5) years following the date of this Agreement, or five (5) years
following the termination of any business relationship between the parties.

7. Q~ Neither this letter agreement nor any action taken in connection with this
letter agreement will give rise to any obligation on the part of either party to
(i) engage in any discussions or negotiations with the other party with regard.
to a possible transaction, or (ii) pursue or enter into any transaction of any
nature with the other party.

8. Miscellaneous. This Agreement shall be binding upon and for the benefit of
the undersigned parties, their successors and assigns, provided that
Confidential Information may not be assigned without consent of the disclosing
party. Failure to enforce any provision of this Agreement shall not constitute a
waiver of any term hereof.

9. Governing Law and Jurisdiction. This Agreement shall be governed by and
construed under the laws of the State of California. The federal and state
courts within the State of California shall have exclusive jurisdiction to
adjudicate any dispute arising out of this Agreement.

10. Remedies. Each party agrees that its obligations hereunder are necessary and
reasonable in order to protect the other party and the other party's business.
Accordingly, each party agrees and acknowledges that any such violation or
threatened violation may cause irreparable injury to the other party and that,
in addition to any other remedies that may be available, in law, in equity or
otherwise, the other party shall be entitled to obtain injunctive relief against
the threatened breach of this Agreement or the continuation of any such breach.

                                                             [      ]  [       ]
BioVectra                                                    Questcor  BioVectra

                                  Page 35 of 42

<PAGE>

SCHEDULE 8

    To the April 1, 2003 Supply Agreement between QUESTCOR and BIOVECTRA DCL.

                    EQUIPMENT & MATERIALS TRANSFER AGREEMENT

                                                             [      ]  [       ]
BioVectra                                                    Questcor  BioVectra

                                  Page 36 of 42

<PAGE>

                                                                    CONFIDENTIAL

                                   TERM SHEET

                    EQUIPMENT & MATERIALS TRANSFER AGREEMENT

PARTIES                    Questcor Pharmaceuticals, Inc. ("Questcor")
                           Diagnostic Chemicals Limited, doing business as
                           BioVectra ("BIO")

MATERIAL AND
EQUIPMENT TRANSFER         Upon reasonable prior notice to BIO, Questcor will
                           cause to be delivered, and BIO will accept for
                           delivery, the certain manufacturing equipment (the
                           "Equipment") and the raw materials (the "Materials")
                           described and listed on Exhibit A as associated with
                           the commercial production of Acthar bulk concentrate
                           (corticotropin in a concentrated gel matrix) (the
                           "Concentrate"). Questcor will be responsible for all
                           costs associated with the delivery of the Materials
                           and Equipment to the Storage Location (defined
                           below), including applicable import/export costs
                           actually and reasonably incurred by BIO. BIO will
                           reasonably assist Questcor to arrange for the
                           delivery and receipt of the Materials and Equipment.

HANDLING AND STORAGE       BIO will (i) handle, store, maintain and deliver the
                           Materials and Equipment in accordance with the terms
                           and conditions of this Term Sheet and applicable laws
                           and regulations and (ii) take such action as
                           reasonably requested by Questcor in respect of the
                           handling, storage, maintenance or delivery of such
                           Materials and Equipment. BIO will store and maintain
                           the Equipment and the Materials in a secure location
                           within the premises located at BioVectra DCL,
                           Charlottetown Airport Business Park, 328 Brackley
                           Point Road, Charlottetown, PE C1E 2E6 (the "Storage
                           Location") and in a manner that preserves the
                           operation and effectiveness of the Materials and
                           Equipment, but in no event in a manner less than the
                           specifications described on Exhibit A. Except as
                           directed in writing by Questcor, BIO will not remove
                           the Equipment from its original shipping packaging or
                           otherwise tamper with, remove or relocate the
                           Equipment or Materials from the Storage Location. BIO
                           will provide Questcor or its designee access to the
                           Equipment and/or Materials in the Storage Location,
                           upon reasonable prior notice. BIO shall immediately
                           notify Questcor at the address provided below of any
                           breach of this Term Sheet or any theft of and/or
                           damage or unauthorized access to the Equipment and/or
                           Materials.

OWNERSHIP                  Questcor will retain ownership over all rights in and
                           to the Equipment and Materials delivered to BIO. BIO
                           shall not use, retain for itself or grant to any
                           third party any access or rights in or to the
                           Materials or Equipment, including, without
                           limitation, the imposition of any levy, lien or
                           encumbrance of any nature whatsoever.

INSURANCE; DAMAGE          Questcor will maintain general commercial liability
                           and property insurance covering the Equipment and
                           Materials during the Term in reasonable and customary
                           amounts as it may determine. BIO will be responsible
                           to

BioVectra                                                  [      ]  [       ]
                                                           Questcor  BioVectra

                                 Page 37 of 42

<PAGE>

                           Questcor for any loss, damage or destruction of the
                           Equipment and Materials or any claim by any third
                           party with respect to personal injury relating to the
                           Equipment or Materials, in each case to the extent
                           arising out of BIO's negligence or willful
                           misconduct.

TERM; TERMINATION          This Term Sheet will be in effect from the date last
                           written below until the earlier of (a) the execution
                           by the parties of a definitive Development and Supply
                           Agreement or (b) June 30, 2003, unless otherwise
                           earlier terminated by either party in accordance with
                           this Term Sheet or extended in writing by the mutual
                           agreement of the parties (the "Term").

                           Either party may terminate this Term Sheet upon 60
                           days prior written notice to the other for any reason
                           or within 30 days upon the uncured material breach by
                           either party; provided however, that Questcor may at
                           any time request the return and delivery of the
                           Materials and/or Equipment to itself or its designee
                           as described below.

RETURN & DELIVERY          Promptly upon the request of Questcor (but in no
                           event later than five business days), BIO will
                           prepare the Equipment and Materials for shipment and
                           make them available for transfer to Questcor or its
                           designee at the Storage Location. Questcor will
                           reimburse BIO with respect to its reasonable and
                           actual costs incurred in connection with the
                           foregoing and will bear the costs of transporting the
                           Equipment and/or Materials from the Storage Location.

FEES                       BIO will handle and store the Equipment and Materials
                           in consideration for the negotiation by the parties
                           of a Development and Supply Agreement as described
                           herein and no additional fees or charges will apply.

QUALITY AUDIT              At a time as mutually agreed by the parties, BIO will
                           permit Questcor, at no cost to Questcor, access to
                           its facilities, records and personnel necessary for
                           Questcor to conduct a Quality System Audit. Questcor
                           will bear the costs of conducting such audit.

DEVELOPMENT AND SUPPLY     Subject to the successful completion of the Quality
AGREEMENT                  Audit described above, the parties  will use their
                           good faith, commercially reasonable efforts to
                           negotiate a definitive Development and Supply
                           Agreement pursuant to which BIO will provide the
                           Concentrate for Questcor's commercial requirements.

                           The definitive Development and Supply Agreement will
                           contain the following batch pricing by BIO to
                           Questcor: (a) US$9,555/kg for each of the first three
                           60 kg qualification batches; and (b) US$7,675/kg for
                           any subsequent qualification and/or production
                           batches. Under the terms of such definitive
                           Development and Supply Agreement, Questcor will agree
                           to purchase at least three (3) batches of
                           approximately 60 kg each prior to December 31, 2006.
                           The definitive Development and Supply Agreement

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                                                             Questcor  BioVectra

                                 Page 38 of 42

<PAGE>

                           will contain other usual and customary terms for
                           agreements of this type.

GOVERNING LAW              This Term Sheet and the terms of the definitive
                           agreement will be governed by the laws of the State
                           of California, United States, without regard to its
                           conflicts of laws.

CONFIDENTIALITY            The parties agree that the contents of this Term
                           Sheet and any and all information provided by one
                           party to the other pursuant to this Term Sheet shall
                           be "Confidential Information" subject to the terms of
                           that certain Mutual Nondisclosure Agreement between
                           Questcor and BIO dated as of August 15, 2002.

NON-BINDING TERM SHEET     The terms provided in the paragraph entitled "Supply
                           Agreement" are for discussion purposes only, and such
                           terms shall not constitute a binding agreement, an
                           offer to enter into a binding agreement or an
                           amendment to or termination of the certain terms and
                           conditions provided to Questcor by BIO in a letter
                           dated March 18, 2003 (the "Non-Binding Terms"). The
                           Non-Binding Terms and any proposals contained herein
                           are subject to additional due diligence, the
                           negotiation of a definitive agreement, the terms and
                           conditions provided to Questcor by BIO in a letter
                           dated march 18, 2003, and approval by the parties'
                           respective Board of Directors.

                           Notwithstanding the foregoing, the parties agree and
                           acknowledge that all provisions other than the
                           Non-Binding Terms will constitute a binding agreement
                           between the parties as of the date last written
                           below. It is the intention of BIO and Questcor to
                           promptly and in good faith negotiate and finalize a
                           definitive agreement regarding the terms and
                           conditions set forth herein and other usual and
                           customary terms for transactions of this type. In the
                           event that the parties fail to reach a definitive
                           agreement on or before June 30, 2003 or otherwise
                           extend the term hereof by mutual agreement in
                           writing, this Term Sheet shall terminate as of June
                           30, 2003 and be of no further force and effect,
                           except for provisions regarding confidentiality. In
                           such event, BIO shall promptly return the Materials
                           and Equipment to Questcor in accordance with the
                           paragraph entitled "Return & Delivery".

QUESTCOR PHARMACEUTICALS, INC.                    DIAGNOSTIC CHEMICALS LIMITED

By: /s/ Kenneth R. Greathouse                     By: /s/ Gordon Rogers

Name: Kenneth R. Greathouse                       Name: Gordon Rogers

Title: Vice President, Commercial Operations      Title: VP, Finance & Corporate
                                                         Systems

Date: March 28, 2003                              Date: April 1, 2003

Address: 3260 Whipple Rd.                         Address: 16 McCarville Street
         Union City, CA 94587                              Charlottetown, Prince
                                                           Edward Island
                                                           Canada, C1E 2A6

BioVectra                                                    [      ]  [       ]
                                                             Questcor  BioVectra

                                 Page 39 of 42
<PAGE>
                                                                    CONFIDENTIAL

                                   EXHIBIT A


EQUIPMENT DESCRIPTION AND INVENTORY:

(see attached list)


MATERIALS DESCRIPTION AND INVENTORY:

600 lbs. of frozen porcine pituitaries


ENVIRONMENTAL AND OTHER STORAGE REQUIREMENTS:

Equipment:  clean, dry, secure at normal room temperature

Materials:  cGMP storage at -20 degrees Celsius


BioVectra                                                    [      ]  [       ]
                                                             Questcor  BioVectra

                                 Page 40 of 42
<PAGE>
                           EQUIPMENT FOR HP ACTHAR GEL
                                     TRUCK 1

TRUCK 1

<TABLE>
<CAPTION>
  SKID    PART NUMBER                  DESCRIPTION
<S>       <C>                 <C>
    1     L-8269              SS POT
    2     NC-5735             PUMP/VENT LM-4029
    3     L-4244              MOD 1 RECON POT
    3     NC-3344             PUMP
    4     L-8224              100 GAL SS POT
    5     LM-4029             MOD IC POTENTIATION TK
    6     NC-2849             PHENOL HOOD
    7     NC-2849             PHENOL HOOD
    8     L-5750              TWIN SHELL V BLENDER
    9     L-6125              FITZMILL COMMINUTOR
   10     N/A                 MOD IC RECON AGITATOR (2)
   10     N/A                 MOD IC RECON VESSEL
   10     N/A                 MOD IC GLASS FILTER #1
   10     N/A                 MOD IC GLASS FILTER #2
   10     N/A                 AIR/NITROGEN FILTER
   10     NC-5262             ORION 310 PH METER
   10     N/A                 2 GLASS BOTTLES
   11     L-6780              AAAP G/L BLOW TANK
   12     L-6511              18" BUCHNER FUNNEL
   13     K-4490              MILLIPORE CART, HOUSING
   13     L-9119 D            POT
   13     L-9119 E            POT
   13     L-9119 F            POT
   13     L-9119 (2)          POT
   14     L-4066              AAAP OVEN AND TRAYS
   14     L-5912              WILEY MILL
   15     L-6965              SCALE 0-200KG
   16     N/A                 TABLE & 1 BOMB HOLDER
   17     L-6782              AAAP 80 GAL G/L POT
   18     N/A                 BOWL STAND FOR CENTRIFUGE
   18     L-6370              PIPING FOR GEL TANK
   19     L-1629              MOD 1 DRUM ROLLER
   19     L-6211              MOD 1 DRUM
   20     L-4143              BOMB FREEZER
</TABLE>

                           EQUIPMENT FOR HP ACTHAR GEL
                                     TRUCK 2

TRUCK 2
<TABLE>
<CAPTION>
  SKID    PART NUMBER                  DESCRIPTION
<S>       <C>                 <C>
    1     K-7652              AAP PRECIPITATION TANK
    2     N/A                 MISC. EQUIPMENT
    2     NC-3366             SCALE
    2     N/A                 2 STAINLESS STEEL POTS
</TABLE>

BioVectra                                                    [      ]  [       ]
                                                             Questcor  BioVectra

                                 Page 41 of 42
<PAGE>
<TABLE>
<S>       <C>                 <C>
    2     N/A                 2 BUCHNER SHIELDS
    3     K-7650              AAAP EXTRACTION TANK
    4     L-6370              32% GEL TANK
    5     L-2154              NORTH CENTRIFUGE
    5     L-4092              SOUTH CENTRIFUGE
    6     NC-2848             MOD IC GEL BOMB
    6     N/A                 9 STAINLESS STEEL BOMBS
    6     N/A                 MOD 1 BOMB HEADER
    6     N/A                 MISC. PIPING
    7     L-9119 C            UTENSIL CART
    8     NC-2847             MOD 1 RESIN COLUMN
</TABLE>

BioVectra                                                    [      ]  [       ]
                                                             Questcor  BioVectra

                                 Page 42 of 42