**EXHIBIT 10.45**
**SEPARATION AGREEMENT AND RELEASE**
     **THIS SEPARATION AGREEMENT AND RELEASE**(this “Agreement”) is entered into by and betweenQuestcor Pharmaceuticals, Inc. (“Questcor” or the “Company”) and R. Jerald Beers (“Employee”),collectively (the “Parties”), effective as of March 3, 2005 (the “Date of this Agreement”).
     **WHEREAS**, Employee is employed by the Company; and
     **WHEREAS**, Employee and the Company desire to terminate the employment relationship on mutuallyagreed terms.
     For and in consideration of the foregoing recitals and the mutual covenants and agreements setforth herein, the Company and Employee agree as follows:
     1.       Termination of Employment. Employee’s employment with the Company is herebyterminated effective as of March 3, 2005 (the “Date of Termination”). Employee understands thatthey are giving up any right or claim to continuing or future employment with the Company and anybenefits or compensation therefrom.
     2.       Compensation and Accrued Vacation. The Company shall pay Employee the sum of: (i)unpaid salary earned by Employee in the amount of $2,711.44 (two thousand seven hundred elevendollars and forty-four cents), less tax withholding required by law and any additional applicablewithholdings or deductions; and (ii) accrued vacation in the amount of $9,557.81 (nine thousandfive hundred fifty-seven dollars and eighty-one cents), less tax withholding required by law andany additional applicable withholdings or deductions. Except as set forth herein, Employeeacknowledges that she has received all compensation and benefits to which he is entitled throughthe Date of Termination.
     3.       Severance Payment to Employee and Continuation of Benefits.
               a.       On the Release Effective Date (defined in paragraph 4(c)(6)), or as soon thereafter asadministratively practicable, the Company will pay to Employee a severance benefit, at their lasteffective rate of pay, made on the Company’s regular payroll dates (the “Severance Payments”),consistent with the Company’s then current payroll practice, for a period of six months (the“Severance Period”) following the date of termination. The first Severance Payment will be made tothe Employee on the first regular payroll date following the Release Effective Date. Any paymentmade to Employee in accordance with this Section 3 shall be made only to the extent the GeneralRelease set forth in Section 4 becomes irrevocable in accordance with Section 4(c)(6).
               b.       Employee will be entitled to continuation of medical, dental and vision insurance, if hetimely elects to continue coverage under COBRA. If Employee timely elects to continue coverageunder COBRA, the Company will pay the medical, dental and vision insurance premiums for a period equal to that of the severanceperiod. Employee will not accrue
 

 

any additional benefits, including but not limited to, vacation,holiday pay or stock option vesting during the Severance Period.
     4.       Release of the Company.
               a.       General Release. Employee hereby releases and forever discharges the Company, itsparents, subsidiaries, affiliates, and their respective representatives, predecessors, successors,assigns, shareholders, members, partners, officers, directors, employees, accountants, insurers,lawyers, agents and all persons acting in concert with them (the “Company Releasees”), of and fromany and all manner of action or actions, causes or causes of action, in law or in equity, suits,debts, liens, contracts, agreements, promises, liabilities, claims, demands, damages, losses, costsor expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called“Claims”), which he now has or may hereafter have against the Company Releasees by reason of anyand all acts, omissions, events or facts occurring or existing prior to the Date of this Agreementexcept as expressly provided herein. The Claims released hereunder include, without limitation,any alleged breach of any employment agreement; any alleged breach of any covenant of good faithand fair dealing, express or implied; any alleged torts or other alleged legal restrictionsrelating to Employee’s employment and the termination thereof; and any alleged violation of anyfederal, state or local statute or ordinance including, without limitation, Title VII of the CivilRights Act of 1964, as amended, the Federal Age Discrimination in Employment Act, the Americanswith Disabilities Act, and the California Fair Employment and Housing Act, and the California LaborCode, which concern his employment or termination thereof. This General Release shall not apply toEmployee’s right to receive the benefits provided for in this Agreement; or rights to 401(k) planand/or employee welfare benefits that have vested and accrued prior to the Date of Termination.
               b.       Release of Unknown Claims.
     **EMPLOYEE ACKNOWLEDGES THAT HE IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION1542, WHICH PROVIDES AS FOLLOWS:**
**“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW ORSUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IFKNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”**
**EMPLOYEE BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVETHEREUNDER AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.**
               c.       Release of Age Discrimination Claims. Employee agrees and expressly acknowledgesthat this General Release includes a waiver and release of all claims that Employee has or may haveunder the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, etseq. (“ADEA”). Thefollowing terms and conditions apply to and are part of the waiver and release of the ADEA claimsunder this Agreement:
                         (1)       That this section and this Agreement are written in a manner calculated to be understoodby Employee.
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                         (2)       The waiver and release of claims under the ADEA contained in this Agreement does not coverrights or claims that may arise after the date on which Employee signs this Agreement.
                         (3)       This Agreement provides for consideration in addition to anything of value to whichEmployee is already entitled.
                         (4)       Employee is advised to consult an attorney before signing this Agreement.
                         (5)       Employee is granted forty-five (45) days after Employee is presented with this Agreementto decide whether or not to sign this Agreement. If Employee executes this Agreement prior to theexpiration of such period, Employee does so voluntarily and after having had the opportunity toconsult with an attorney.
                         (6)       Employee may revoke this Agreement within seven (7) days of execution of the Agreement byEmployee. Unless revoked by Employee, this General Release shall become irrevocable upon theexpiration of such 7-day period (“Release Effective Date”). In the event of such a revocation,Employee shall not be entitled to the consideration for this General Release set forth in Sections3 and 4.
               d.       No Assignment of Claims. Employee represents and warrants to the Company Releaseesthat there has been no assignment or other transfer of any interest in any Claim which Employee mayhave against the Company Releasees, and Employee agrees to indemnify and hold the Company Releaseesharmless from any liability, claims, demands, damages, costs, expenses and attorneys’ fees incurredas a result of any person asserting any such assignment or transfer of any rights or Claims underany such assignment or transfer from such Party.
               e.       No Suits or Actions. Employee has not filed any claims, actions or charges againstthe Company Releasees. Employee agrees that if he hereafter commences, joins in, or in any mannerseeks relief through any suit: arising out of, based upon, or relating to any of the Claimsreleased hereunder, or in any manner asserts against the Company Releasees any of the Claimsreleased hereunder, then he will pay to the Company Releasees, in addition to any other damagescaused thereby, all attorneys’ fees incurred by the Company Releasees in defending or otherwiseresponding to said suit or Claim; *provided, however,*that the requirement of payment of fees and/ordamages shall not apply to claims or a challenge to the release of claims under the AgeDiscrimination in Employment Act.
     5.       Terminated Agreements. The offer of employment letter dated September 2, 2003entered into between the employee and the Company (the“Terminated Agreement”), is hereby terminated in its entirety and the obligations of theParties thereunder are hereby terminated. Employee waives any and all rights, claims, benefits andawards under the Terminated Agreement and releases the Company from liability for any and allrights, claims, benefits or awards due Employee thereunder. Employee further acknowledges andagrees that the Terminated Agreement shall have no further force and effect.
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     6.       Confidentiality of the Agreement. The Parties and their respective agents,representatives, shareholders, officers, directors, attorneys, employees, assigns, subsidiaries,affiliates, related companies, parent companies, partners, partnerships, insurers, and predecessoror successor companies shall maintain in strict confidence and shall not disclose the contents ofthis Agreement (including the consideration received hereunder). Notwithstanding the foregoing,such information may be disclosed by a party (a) in a legal action or proceeding to prove,interpret, or enforce this Agreement; (b) by order of a court of competent jurisdiction; and (c) toits own employees, outside accountants, financial advisors, lawyers, lenders, potential lenders,insurers, or shareholders and taxing authorities to the extent necessary to permit such individualsor entities to perform required tax, accounting, insurance, financial, legal, or administrativetasks or services.
     7.       Surviving Agreements. Nothing contained in this Agreement is intended to or shall beconstrued to release or waive any rights of the parties under any agreement restrictingsolicitations of customers or employees of the Company, or concerning the intellectual property ofthe Company.
     8.       No Admission. Employee further understands and agrees that neither the payment ofmoney nor the execution of this Agreement shall constitute or be construed as an admission of anyliability whatsoever by the Company Releasees.
     9.       Acknowledgment. Employee represents and warrants that he has read this Agreement,that Employee has had adequate time to consider it; understands the meaning and application of thisAgreement; and has signed this Agreement knowingly, voluntarily and of his own free will with theintent of being bound by it.
     10.       Severability; Modification of Agreement. If any provision of this Agreement shallbe found invalid or unenforceable in whole or in part, then such provisions shall be deemed to bemodified or restricted to the extent and in the manner necessary to render the same valid andenforceable or shall be deemed excised from this Agreement as such circumstances may require, andthis Agreement shall be construed and enforced to the maximum extent permitted by law as if suchprovision had been originally incorporated herein as so modified or restricted or as if suchprovision had not been originally incorporated herein, as the case may be.
     11.       Return of Company Property. On or before the Date of this Agreement, Employeeshall return all Company property in his possession.
     12.       No Solicitation. For a period of twelve (12) months after the Date of thisAgreement, Employee shall not solicit, induce or encourage any of the Company’s employees, agents,independent contractors or consultants to end their relationship with the Company, or recruit, hireor otherwise induce any such person to perform services for Employee, or any other person, firm orcompany.
     13.       No Disparagement. The Parties shall not make any disparaging or derogatorycomments concerning each other. The Parties shall further refrain from making any derogatory ordisparaging comments toward other Company employees, consultants or independent contractors.
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     14.       Successors and Assigns. This Agreement shall be binding upon and inure to thebenefit of and be enforceable by the parties hereto and their respective successors and assigns.Notwithstanding the foregoing, neither this Agreement nor any rights hereunder may be assigned toany party by the Company or Employee without the prior written consent of the other party hereto.
     15.       Headings. The headings in this Agreement are for convenience only, and shall notbe given any affect in the interpretation of this Agreement.
     16.       Waiver. No waiver of any provision of this Agreement shall be valid unless it isin writing and signed by the party against whom the waiver is sought to be enforced. The failure ofa party to insist upon strict performance of any provision of this Agreement in anyone or moreinstances shall not be construed as a waiver or relinquishment of the right to insist upon strictcompliance with such provision in the future.
     17.       Entire Agreement; No Oral Modification. This is the entire agreement between theparties with respect to the subject matter hereof. Employee represents and warrants that nopromise or inducement has been offered or made except as set forth herein and that theconsideration stated herein is the sole consideration for this Agreement. Any other promises,written or oral, are replaced by the provisions of this document, and are no longer effectiveunless they are contained in this document. This Agreement may not be modified other than in awriting executed by both parties and stating its intent to modify or supersede this Agreement.
     18.       Choice of Law. The parties agree that this Agreement shall be construed andenforced in accordance with the laws of the State of California without regard to the conflict oflaws provisions thereof.
     19.       Arbitration. Any dispute or controversy arising under or in connection with thisagreement shall be determined at the option of either party by binding arbitration in the County ofAlameda, California, in accordance with the rules of the American Arbitration Association then ineffect; provided, however, that to the extent such rules conflict with applicable law as to therequirements to enforce this arbitration agreement, that shall be read to conform to applicable lawto the extent required for enforcement of this arbitration agreement. The Arbitrator may awardcosts and fees in accordance with applicable law, however, in no event shall Employee be requiredto incur any costs unique to arbitration. The Arbitrator’s Award shall be in writing. Judgementmay be entered on the arbitrator’s award in any court having jurisdiction. The parties herebywaive any right to a jury trial as to any claim subject to this arbitration provision.
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20.       Counterparts; Fax Signatures. This Agreement may be executed in counterparts. Theparties may execute faxed copies of this Agreement, and faxed signatures may be relied upon byeither party.   **R. Jerald Beers** **Questcor Pharmaceuticals, Inc.**    /s/ R. JERALD BEERS By: /s/ FREDRIC I. STORCH   Date: March 26, 2005 Title: Sr. Director, Human Resources & Administration    Date: March 28, 2005
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