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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year ended
    December 31,
    2009Oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934   Commission file number
    001-14758
 Questcor Pharmaceuticals,
    Inc.
 (Exact name of registrant as
    specified in its charter)
  California

33-0476164(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)3260 Whipple Road
    Union City, California(Address of principal
    executive offices)

94587(Zip Code)   Registrants telephone number, including area code:
 (510) 400-0700
 Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, no par value

Nasdaq Global Market   Securities registered pursuant to Section 12(g) of the
    Act:
 None
 (Title of class)
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
 o Large
    accelerated filer

þ Accelerated
    filer

o Non-accelerated
    filer
    (Do not check if a smaller reporting company)

o Smaller
    reporting company   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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##### 





ANNUAL
    REPORT ON
    FORM 10-K
    FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009
    TABLE OF CONTENTS
   
 PagePART IItem 1.

Business


3Item 1A.

Risk Factors


10Item 1B.

Unresolved Staff Comments


19Item 2.

Properties


19Item 3.

Legal Proceedings


20Item 4.

Removed and Reserved


20PART IIItem 5.

Market for Registrants Common Equity;
    Related Shareholder Matters and Issuer Purchases of Equity
    Securities


21Item 6.

Selected Consolidated Financial Data


23Item 7.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


25Item 7A.

Quantitative and Qualitative Disclosures about
    Market Risk


48Item 8.

Financial Statements and Supplementary Data


50Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


50Item 9A.

Controls and Procedures


50Item 9B.

Other Information


51PART IIIItem 10.

Directors and Executive Officers of the
    Registrant


51Item 11.

Executive Compensation


52Item 12.

Security Ownership of Certain Beneficial Owners
    and Management and Related Shareholder Matters


53Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


53Item 14.

Principal Accountant Fees and Services


53PART IVItem 15.

Exhibits and Financial Statement Schedules


54Signatures


58EX-10.85EX-23.1EX-31EX-32   2




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PART I  Item 1.
    Business    Overview
  ® ®
   3




---



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Risk Factors Our
    strategy to diversify our product portfolio might not be
    successful
   4




---



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® ®
  (510) 400-0700. http://www.questcor.com.
  H.P.
    Acthar Gel
            Doral
   5




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Product
    Development
  ® tm
      Manufacturing
           6




---



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Divested
    Product Rights
      Sales and
    Marketing
    Beacon
    Pharmaceuticals, Ltd.
    IDIS
    Limited
    Competition
       7




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Risk Factors:
  Government
    Regulation
  Marketed
    Pharmaceutical Products
          in-vitro in-vitro ® drug-to-drug in-vitro drug-to-drug
   8




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Risk Factors: We are currently subject to numerous governmental
    regulations and it can be costly to comply with these
    regulations and to develop compliant products and
    processes
  Drugs
    in Development
    Product
    Liability Insurance
  Risk Factors: If product liability lawsuits are
    successfully brought against us or we become subject to other
    forms of litigation, we may incur substantial liabilities and
    costs and may be required to limit commercialization of our
    products
  Patents
    and Proprietary Rights
       9




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Risk Factors: If we are unable to
    protect our proprietary rights, we may lose our competitive
    position and future revenues
  Employees
      Website
    Address
  http://www.questcor.com. Form 10-K, Form 10-Q, Form 8-K,
  Financial
    Information
    Item 1A.
    Risk
    Factors  Risks
    Associated with Acthar
  Substantially
    all of our revenue and profits are derived from
    Acthar.
     10




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We
    cannot predict whether the FDA will approve our sNDA for
    Acthar.
      We are
    aware of several competitors attempting to develop and market
    products competitive to Acthar, which may reduce or eliminate
    our commercial opportunity.
       11




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Our
    strategy to generate Acthar revenue from other therapeutic areas
    might not be successful.
            The
    manufacture of our products is a highly exacting and complex
    process, and if any of our suppliers encounters problems
    manufacturing products, our business could suffer.
     12




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Risks
    Associated with Our non-Acthar Growth Initiatives
  We
    have a very limited pipeline of new products.
    Our
    strategy to diversify our product portfolio might not be
    successful.
      We may
    have insufficient capital to fund our Growth Initiatives and may
    be forced to seek dilutive financing.
   13




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Risks
    Associated with Government Regulations and Health Care
    Reform
  Federal
    and/or state health care reform initiatives could negatively
    affect our business.
      Questcor
    operates in a highly regulated industry.
    We may
    be negatively affected by lower reimbursement
    levels.
     14




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Medicaid
    eligible patients and government entities may account for a
    greater proportion of our Acthar unit sales resulting in reduced
    net sales.
        We may
    be negatively affected by unforeseen invoicing of historical
    Medicaid sales.
    We are
    currently subject to numerous governmental regulations and it
    can be costly to comply with these regulations and to develop
    compliant products and processes.
   15




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
    stall the marketing, selling and distribution of any products
    that we develop,
    impose significant additional costs on us,
    diminish any competitive advantages that we may have or
    develop, and
    decrease our ability to generate revenues and profits.     16




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Other
    Risks Associated with our Business
  The
    loss of our key management personnel or failure to integrate new
    management personnel could have an adverse impact on future
    operations.
    Our
    financial results can be negatively impacted by economic
    downturns.
        If we
    are unable to protect our proprietary rights, we may lose our
    competitive position and future revenues.
    
    obtain patents for our products and technologies,
    protect trade secrets,
    operate without infringing upon the proprietary rights of
    others, and
    prevent others from infringing on our proprietary rights.     17




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If we
    fail to maintain an effective system of internal controls, we
    may not be able to accurately report our financial results. As a
    result, current and potential shareholders could lose confidence
    in our financial reporting, which could have a negative market
    reaction.
    If
    product liability lawsuits are successfully brought against us
    or we become subject to other forms of litigation, we may incur
    substantial liabilities and costs and may be required to limit
    commercialization of our products.
    Business
    interruptions could limit our ability to operate our
    business.
   18




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back-up
  Risks
    Related to our Common Stock
  Our
    stock price has a history of volatility, and an investment in
    our stock could decline in value.
    We
    have significant stock option overhang which could dilute your
    investment.
    We
    have certain anti-takeover provisions in place.
      Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties     19




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##### Table of Contents



month-to-month
      Item 3.
    Legal
    Proceedings          Item 4.
    Removed
    and Reserved 20




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##### Table of Contents



PART II  Item 5.
    Market
    for Registrants Common Equity; Related Shareholder Matters
    and Issuer Purchases of Equity Securities  Price
    Range of Common Stock; Holders of Record
    Common StockClosing PriceQuarter Ended

High


LowDecember 31, 2009

$
5.64


$
3.49September 30, 2009


6.71



5.06June 30, 2009


5.42



4.02March 31, 2009


9.24



4.41December 31, 2008


9.54



6.32September 30, 2008


7.35



4.41June 30, 2008


5.26



4.20March 31, 2008


6.07



3.79     Stock
    Repurchases
  Form 10-K
  Dividends
    Equity
    Compensation Plans
   21




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Stock
    Performance Graph
    Comparison
    of 5 Year Cumulative Total Return*
     
  Cumulative Total Return12/04

12/05

12/06

12/07

12/08

12/09QUESTCOR PHARMACEUTICALS, INC.


100.00



196.25



279.25



1088.68



1756.60



896.23NYSE AMEX COMPOSITE INDEX


100.00



125.80



150.40



178.95



108.56



147.27NASDAQ PHARMACEUTICAL INDEX


100.00



102.23



105.16



99.56



91.99



98.21   *
    
    $100 invested on 12/31/04 in stock or index-including
    reinvestment of dividends. Fiscal year ended December 31.   22




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Item 6.
    Selected
    Consolidated Financial Data    Years Ended December 31,2009


2008(1)


2007(1)


2006


2005(In thousands, except per share data)Consolidated Statement of Operations Data:Net sales

$
88,320


$
95,248


$
49,768


$
12,788


$
14,162Total operating expenses


40,083



30,364



22,918



20,631



13,241Income (loss) from operations


41,220



57,580



21,555



(10,843
)


(2,189
)Gain on sale of product rights


225



75



448







9,642Income tax expense (benefit)(2)


15,502



18,198



(14,592
)






200Net income (loss)


26,629



40,532



37,586



(10,109
)


7,392Net income (loss) applicable to common shareholders


26,629



35,265



36,449



(10,109
)


5,068Net income (loss) per share applicable to common shareholders:Basic

$
0.41


$
0.52


$
0.53


$
(0.18
)

$
0.10Diluted

$
0.40


$
0.49


$
0.51


$
(0.18
)

$
0.10Shares used in computing net income (loss) per share applicable
    to common shareholders:Basic


64,196



67,761



69,131



56,732



52,477Diluted


66,257



71,350



70,915



56,732



53,323   December 31,2009


2008(1)


2007(1)


2006


2005(In thousands)Consolidated Balance Sheet Data:Cash, cash equivalents and short-term investments

$
75,707


$
55,451


$
30,212


$
18,425


$
26,577Working capital


71,049



59,272



57,153



17,506



16,121Total assets


111,440



89,146



78,448



29,635



31,348Preferred stock, Series A(3)










5,081



5,081



5,081Preferred stock, Series B(4)


















7,841Common stock


67,793



84,028



108,387



105,352



90,576Retained earnings (accumulated deficit)


10,224



(16,405
)


(51,670
)


(89,256
)


(79,147
)Total shareholders equity


78,003



67,892



56,771



16,097



11,422     (1)
    
    In August 2007, we announced a new strategy and business model
    for Acthar that resulted in a significant increase in net sales,
    earnings, and cash flows for the years ended December 31,
    2008 and 2007. Please refer to Item 7,
    Managements Discussion and Analysis of Financial
    Condition and Results of Operations, for further
    discussion regarding the implementation of the new Acthar
    strategy.(2)
    
    The income tax benefit for the year ended December 31, 2007
    resulted from our ability to utilize net operating loss
    carryforwards to offset the majority of our 2007 taxable income
    and the reversal of the portion of the valuation allowance
    established against deferred tax assets available to reduce the
    tax obligations on our 2008 taxable income. In 2008, we reversed
    the remaining $5.2 million valuation allowance on deferred
    tax assets that 23




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##### Table of Contents



we believed would be recovered based on anticipated taxable
    income in 2009 and future years, and the corresponding tax
    benefit reduced our income tax expense.(3)
    
    The Series A Preferred Stock was repurchased in February
    2008 for $10.3 million. Please refer to
    Note 10  Preferred Stock and
    Shareholders Equityin the accompanying Notes to
    Consolidated Financial Statements for further discussion.(4)
    
    The Series B Convertible Preferred Stock
    (Series B Preferred Stock) was reported at its
    redemption amount and as a current liability as of
    December 31, 2005. The Series B Preferred Stock was
    redeemed in January 2006.  QUARTERLY
    FINANCIAL INFORMATION (UNAUDITED)
  Quarter Ended12/31/09


09/30/09


06/30/09


03/31/09(In thousands, except per share data)Net sales(1)

$
25,905


$
13,851


$
25,266


$
23,298Cost of sales


1,898



2,006



1,603



1,510Income tax expense


5,063



728



5,131



4,580Net income


8,421



1,223



9,311



7,674Net income applicable to common shareholders


8,421



1,223



9,311



7,674Net income per share applicable to common shareholders:Basic

$
0.13


$
0.02


$
0.14


$
0.12Diluted

$
0.13


$
0.02


$
0.14


$
0.11   Quarter Ended12/31/08


09/30/08


06/30/08


03/31/08(In thousands, except per share data)Net sales

$
27,018


$
24,200


$
24,898


$
19,132Cost of sales


1,858



1,937



2,190



1,319Income tax expense(2)


1,530



6,555



5,625



4,488Net income


16,242



8,955



8,794



6,541Net income applicable to common shareholders


16,242



8,955



8,794



1,274Net income per share applicable to common shareholders:Basic

$
0.25


$
0.13


$
0.13


$
0.02Diluted

$
0.24


$
0.13


$
0.12


$
0.02     (1)
    
    During the quarter ended September 30, 2009, we received
    higher than anticipated amounts of Medicaid rebates related to
    prior period Acthar usage, and we increased our rebate reserve
    which reduced net sales in the third quarter of 2009 by
    approximately $4.6 million. In addition, we recorded an
    additional rebate reserve which reduced net sales by
    $1.4 million in the quarter ended September 30, 2009
    for rebates related to a health coverage program called Tricare.(2)
    
    During the quarter ended June 30, 2008, we recorded a
    $750,000 income tax benefit resulting from the reversal of the
    valuation allowance related to deferred tax assets that we
    believe will be recovered based on anticipated taxable income
    for 2009. During the quarter ended December 31, 2008, we
    reversed the remaining $4.4 million valuation allowance
    related to deferred tax assets that we believed would be
    recovered based on anticipated taxable income for 2010 and
    future years. The tax benefits resulting from the reversal of
    the valuation allowance reduced our income tax expense in the
    quarters ended June 30, 2008 and December 31, 2008. 24




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##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations      Overview
     25




---



##### Table of Contents



Critical
    Accounting Policies and Use of Estimates
    Sales
    Reserves
   26




---



##### Table of Contents



Medicaid
    Rebates
           27




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##### Table of Contents



2009


2008


2007(In $000s)Balance at January 1

$
11,406


$
6,514


$
377Actual Medicaid payments for sales made in prior year


(8,300
)


(7,274
)


(391
)Actual Medicaid payments for sales made in current year


(32,850
)


(22,074
)


(1,500
)Current Medicaid provision for sales made in prior year






760



14Current Medicaid provision for sales made in current year


40,814



33,480



8,014Balance at December 31

$
11,070


$
11,406


$
6,514     Government
    Chargebacks
        2009


2008


2007(In $000s)Balance at January 1

$
164


$
222


$
56Actual chargeback payments for sales made in prior year


(164
)


(222
)


(56
)Actual chargeback payments for sales made in current year


(4,707
)


(3,231
)


(2,997
)Current chargeback provision for sales made in prior year










Current chargeback provision for sales made in current year


5,029



3,395



3,219Balance at December 31

$
322


$
164


$
222  28




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##### Table of Contents



Tricare
    Rebates
        2009


2008


2007(In $000s)Balance at January 1

$



$



$
Actual Tricare rebate payments for sales made in prior year










Actual Tricare rebate payments for sales made in current year










Current Tricare rebate provision for sales made in prior year


99







Current Tricare rebate provision for sales made in current year


3,431







Balance at December 31

$
3,530


$



$
   Co-Pay
    Assistance Programs
    Product
    Returns
    Shelf-Stock
    Adjustment Credit
   29




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##### Table of Contents



December 31,2009


2008(In $000s)Medicaid rebates

$
11,070


$
11,406Government chargebacks


322



164Tricare rebates


3,530



Product returns  credit memoranda policy






218Product returns  product replacement policy






37$
14,922


$
11,825   Inventories
    Intangible
    and Long-Lived Assets
  Intangibles-Goodwill and Other Property Plant and Equipment
  Share-Based
    Compensation
  Compensation-Stock
    Compensation
 30




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Share-Based Payment
      Lease
    Termination Liability
    Leases 79-15).
 31




---



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month-to-month
    Income
    Taxes
           32




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##### Table of Contents



Income
    Taxes
  Results
    of Operations
  Year
    ended December 31, 2009 compared to year ended
    December 31, 2008:
  Total
    Net Sales
  Years EndedDecember 31,


Increase/


%2009


2008


(Decrease)


Change(In $000s)Gross sales

$
138,220


$
133,252


$
4,968



4
%Deductions from gross sales:Provision for Medicaid rebates


40,814



34,240



6,574



19
%Provision for chargebacks


5,029



3,395



1,634



48
%Provision for Tricare rebates


3,530







3,530



Co-payment assistance and other


527



369



158



43
%Total deductions


49,900



38,004



11,896



31
%Net sales

$
88,320


$
95,248



(6,928
)


(7
)%        33




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##### Table of Contents



Cost
    of Sales and Gross Profit
  Years EndedDecember 31,

Increase/

%2009

2008

(Decrease)

Change(In $000s)Cost of sales

$
7,017


$
7,304


$
(287
)


(4
)%Gross profit

$
81,303


$
87,944


$
(6,641
)


(8
)%Gross margin


92
%


92
%      34




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##### Table of Contents



Selling,
    General and Administrative
  Years EndedDecember 31,

Increase/

%2009

2008

(Decrease)

Change(In $000s)Selling, general and administrative expense

$
29,950


$
19,247


$
10,703



56
%           Research
    and Development
  Years EndedDecember 31,

Increase/

%2009

2008

(Decrease)

Change(In $000s)Research and development

$
9,653


$
10,614


$
(961
)


(9
)%      35




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##### Table of Contents



Depreciation
    and Amortization
  Years EndedDecember 31,

Increase/

%2009

2008

(Decrease)

Change(In $000s)Depreciation and amortization

$
480


$
503


$
(23
)


(5
)%     Total
    Other Income
  Years EndedDecember 31,

Increase/

%2009

2008

(Decrease)

Change(In $000s)Total other income

$
911


$
1,150


$
(239
)


(21
)%     Income
    Before Income Taxes and Income Tax Expense
  Years EndedDecember 31,

Increase/

%2009

2008

(Decrease)

Change(In $000s)Income before income taxes

$
42,131


$
58,730


$
(16,599
)


(28
)%Income tax expense

$
15,502


$
18,198


$
(2,696
)


(15
)%      36




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##### Table of Contents



Net
    Income
  Years EndedDecember 31,

Increase/

%2009

2008

(Decrease)

Change(In $000s)Net income

$
26,629


$
40,532


$
(13,903
)


(34
)%     Series A
    Preferred Stock Dividend
  Years EndedDecember 31,

Increase/

%2009

2008

(Decrease)

Change(In $000s)Deemed dividend on Series A Preferred Stock

$



$
5,267


$
(5,267
)


(100
)%     Net
    Income Applicable to Common Shareholders
  Years EndedDecember 31,

Increase/

%2009

2008

(Decrease)

Change(In $000s)Net income applicable to common shareholders

$
26,629


$
35,265


$
(8,636
)


(24
)%    37




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##### Table of Contents



Year
    ended December 31, 2008 compared to year ended
    December 31, 2007:
  Total
    Net Sales
  Years EndedDecember 31,


Increase/


%2008


2007


(Decrease)


Change(In $000s)Gross sales

$
133,252


$
62,017


$
71,235



115
%Deductions from gross sales:Provision for Medicaid rebates


34,240



8,028



26,212



327
%Provision for chargebacks


3,395



3,219



176



5
%Sales returns and other


369



1,002



(633
)


(63
)%Total deductions


38,004



12,249



25,755



210
%Net sales

$
95,248


$
49,768



45,480



91
%          38




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##### Table of Contents



Cost
    of Sales and Gross Profit
  Years EndedDecember 31,


Increase/


%2008


2007


(Decrease)


Change(In $000s)Cost of sales

$
7,304


$
5,295


$
2,009



38
%Gross profit

$
87,944


$
44,473


$
43,471



98
%Gross margin


92
%


89
%     Selling,
    General and Administrative
  Years EndedDecember 31,

Increase/

%2008

2007

(Decrease)

Change(In $000s)Selling, general and administrative expense

$
19,247


$
17,662


$
1,585



9
%     12-month 12-month
   39




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##### Table of Contents



Research
    and Development
  Years EndedDecember 31,

Increase/

%2008

2007

(Decrease)

Change(In $000s)Research and development

$
10,614


$
4,758


$
5,856



123
%     Depreciation
    and Amortization
  Years EndedDecember 31,

Increase/

%2008

2007

(Decrease)

Change(In $000s)Depreciation and amortization

$
503


$
498


$
5



1
%     Total
    Other Income
  Years EndedDecember 31,

Increase/

%2008

2007

(Decrease)

Change(In $000s)Total other income

$
1,150


$
1,439


$
(289
)


(20
)%    40




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##### Table of Contents



Income
    Before Income Taxes and Income Tax Expense
    (Benefit)
  Years EndedDecember 31,

Increase/

%2008

2007

(Decrease)

Change(In $000s)Income before income taxes

$
58,730


$
22,994


$
35,736



155
%Income tax expense (benefit)

$
18,198


$
(14,592
)

$
32,790



225
%       Net
    Income
  Years EndedDecember 31,

Increase/

%2008

2007

(Decrease)

Change(In $000s)Net income

$
40,532


$
37,586


$
2,946



8
%    41




---



##### Table of Contents



Series A
    Preferred Stock Dividend and Distribution
  Years EndedDecember 31,

Increase/

%2008

2007

(Decrease)

Change(In $000s)Deemed dividend on Series A Preferred Stock

$
5,267


$



$
5,267




%Allocation of undistributed earnings to Series A Preferred
    Stock

$



$
1,137


$
(1,137
)


(100
)%       Net
    Income Applicable to Common Shareholders
  Years EndedDecember 31,

Increase/

%2008

2007

(Decrease)

Change(In $000s)Net income applicable to common shareholders

$
35,265


$
36,449


$
(1,184
)


(3
)%     Liquidity
    and Capital Resources
     42




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##### Table of Contents



Years Ended December 31,Liquidity and Capital Resources

2009


2008


2007(In $000s)Cash, cash equivalents and short-term investments

$
75,707


$
55,451


$
30,212Accounts receivable, net


14,833



10,418



23,639Working capital


71,049



59,272



57,153Cash provided by/(used in):Operating activities


39,985



63,509



10,066Investing activities


11,903



(27,249
)


(11,288
)Financing activities


(19,341
)


(38,917
)


1,224       Operating
    Cash Flows
       43




---



##### Table of Contents



Investing
    Cash Flows
        Financing
    Cash Flows
        Off
    Balance Sheet Arrangements
   44




---



##### Table of Contents



Contractual
    Obligations
    Payments Due by Period1 Year





3 to 5


After 5Total


or Less


1 to 3 Years


Years


Years(In $000s)Minimum payments remaining under operating leases(1)

$
4,216


$
1,928


$
2,288


$



$
Purchase orders and obligations(2)


150



150











Total contractual cash obligations

$
4,366


$
2,078


$
2,288


$



$
     (1)
    
    As of December 31, 2009 we leased two buildings with lease
    terms expiring in 2011 and 2012, and subleased additional office
    space with a term expiring in 2011. We have also entered into
    various office equipment leases and automobile leases, the terms
    of which are typically three years. Annual rent expense for all
    of our facilities, equipment and automobile leases for the year
    ended December 31, 2009 was approximately
    $1.1 million. We lease our headquarters in Union City,
    California, with 23,000 square feet of office space under a
    lease agreement that expires in 2011. Annual rent payments for
    2010 for this facility are $616,000. We also lease a
    30,000 square foot facility in Hayward, California under a
    lease agreement that expires in 2012. We do not occupy this
    facility and subleased 5,000 and 25,000 square feet of the
    facility effective November 1, 2007 and February 1,
    2008, respectively. These subleases cover a portion of our lease
    commitment and all of our insurance, taxes and common area
    maintenance. We anticipate that we will receive $410,000 in 2010
    as sublease income to be used to pay a portion of our 2010
    Hayward facility annual rent expense of $870,000. We also
    sublease office space in Columbia, Maryland under a sublease
    agreement that expires in 2011. Annual rent payments for 2010
    for this space are $47,000.(2)
    
    Represents our obligations as of December 31, 2009 for
    which the goods have not yet been received or the services have
    not yet been rendered. The amount relates to an agreement with
    BioVectra dcl dated January 22, 2008.  Additional
    Payments
    ® tm
  Indemnifications
   45




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##### Table of Contents



Employment
    Agreements
  and/or
  Equity
    Transactions
             46




---



##### Table of Contents



Cash
    Requirements
      Recently
    Issued Accounting Standards
  2010-09 2010-09), Subsequent Events, Amendments to Certain Recognition and
    Disclosure Requirements 2010-09
  No. 2010-06 2010-06), 2010-06 2010-06
  The FASB
    Accounting Standards
    Codificationtm
  Subsequent Events
  Investments-Debt and Equity Securities 115-2 FSP 124-2). other-than-temporary other-than-temporary
 47




---



##### Table of Contents



other-than-temporary other-than-temporary
  Fair Value Measurements and Disclosures FSP 157-4).
  Financial Instruments FSP 107-1 28-1).
  Business Combinations
  Collaborative Arrangements EITF 07-1).
  Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk  Market
    Rate Risk
   48




---



##### Table of Contents



Fair ValueDecember 31,2009

2009(In thousands, except interest rates)Cash, cash equivalents and short-term investments

$
75,707


$
75,707Average interest rate


1.00
%


   Fair ValueDecember 31,2008

2008(In thousands, except interest rates)Cash, cash equivalents and short-term investments

$
55,451


$
55,451Average interest rate


2.43
%


  49




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##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  QUESTCOR
    PHARMACEUTICALS, INC.
    CONTENTS
  PageReports of Independent Registered Public
    Accounting Firm


59Audited Financial StatementsConsolidated Balance Sheets


61Consolidated Statements of Income


62Consolidated Statements of Preferred Stock and
    Shareholders Equity


63Consolidated Statements of Cash Flows


64Notes to Consolidated Financial Statements


65Financial Statement Schedules


92    Item 9.
    Changes
    In and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
    Rule 13a-15(b),
  Managements
    Annual Report on Internal Control over Financial
    Reporting
       50




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##### Table of Contents



Internal Control-Integrated Framework Form 10-K,
    Item 9B.
    Other
    Information   PART III  Item 10.
    Directors
    and Executive Officers of the Registrant         51




---



##### Table of Contents



Item 11.
    Executive
    Compensation   52




---



##### Table of Contents



Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Shareholder Matters    Number of



Number of SharesShares to be

Weighted-

Remaining Available forIssued Upon

Average Exercise

Future Issuance UnderExercise of

Price of

Equity CompensationOutstanding

Outstanding

Plans (Excluding SharesOptions

Options

Reflected in Column (a))Plan Category

(a)

(b)

(c)Equity compensation plans approved by shareholders


5,489,322


$
3.36



5,475,615Equity compensation plans not approved by shareholders


N/A



N/A



N/ATotal


5,489,322


$
3.36



5,475,615     Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services   53




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##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules    Financial Statements.
  PageReports of Independent Registered Public Accounting Firm


59Consolidated Balance Sheets


61Consolidated Statements of Income


62Consolidated Statements of Preferred Stock and
    Shareholders Equity


63Consolidated Statements of Cash Flows


64Notes to Financial Statements


65    Financial Statement Schedules.
  Exhibits
  ExhibitNumber

Description2
.1(1)

Merger agreement entered into August 4, 1999, by and among
    Cyprus Pharmaceutical Corporation, a California corporation
    (Parent), Cyprus Acquisition Corporation, a Delaware
    corporation and a wholly owned subsidiary of Parent, and
    RiboGene, Inc., a Delaware corporation.2
.2(17)

Assignment and Assumption Agreement by and between Questcor
    Pharmaceuticals, Inc. and Medpointe Inc., dated as of
    May 4, 2006.3
.1(2)

Amended and Restated Articles of Incorporation of the Company.3
.4(3)

Certificate of Determination of Series C Junior
    Participating Preferred Stock of the Company.3
.5(27)

Amended and Restated Bylaws of Questcor Pharmaceuticals, Inc,
    dated as of October 20, 2009.4
.2(4)

Convertible Debenture between the Company and Defiante
    Farmaceutica Unipessoal Lda dated March 15, 2002.10
.1(5)

Forms of Incentive Stock Option and Non-statutory Stock Option.10
.2(6)

1992 Employee Stock Option Plan, as amended.**10
.3(7)

1993 Non-employee Directors Equity Incentive Plan, as
    amended and related form of Nonstatutory Stock Option.**10
.5(8)

Asset Purchase Agreement dated July 27, 2001 between the
    Company and Aventis Pharmaceuticals Products, Inc.10
.6(8)

First Amendment to Asset Purchase Agreement dated
    January 29, 2002, between the Company and Aventis
    Pharmaceuticals Products, Inc.10
.7(9)

Stock Purchase Agreement dated July 31, 2001 between
    Registrant and Sigma-Tau Finance Holding S.A.10
.13(4)

Securities Purchase Agreement between the Company and Defiante
    Farmaceutica Unipessoal Lda dated March 15, 2002.10
.14(4)

Registration Rights Agreement between the Company and Defiante
    Farmaceutica Unipessoal Lda dated March 15, 2002.10
.17(3)

Rights Agreement, dated as of February 11, 2003, between
    the Company and Computershare Trust Company, Inc.10
.21(10)

Supply Agreement dated April 1, 2003 between the Company
    and BioVectra, dcl.10
.27(11)

2004 Non-Employee Directors Equity Incentive Plan.**10
.30(12)

Letter Agreement between the Company and Steve Cartt dated
    March 7, 2005.** 54




---



##### Table of Contents



ExhibitNumber

Description10
.31(12)

Letter Agreement between the Company and Steve Cartt dated
    March 8, 2005.**10
.36(13)

First Amendment, dated as of September 9, 2005, to Rights
    Agreement dated as of February 11, 2003, between Questcor
    Pharmaceuticals, Inc. and Computershare Trust Company, Inc.10
.40(14)

Asset Purchase Agreement dated October 17, 2005 by and
    between Questcor Pharmaceuticals, Inc. and QOL Medical LLC.10
.44(15)

Severance Letter Agreement between the Company and David
    Medeiros dated July 10, 2003.**10
.45(16)

2006 Equity Incentive Award Plan.**10
.46(18)

Form of Incentive Stock Option Agreement under the 2006 Equity
    Incentive Award Plan.10
.47(18)

Form of Non-Qualified Stock Option Agreement under the 2006
    Equity Incentive Award Plan.10
.48(18)

Form of Restricted Stock Award Agreement under the 2006 Equity
    Incentive Award Plan.10
.58(19)

Amended Change of Control Letter Agreement between the Company
    and Stephen L. Cartt dated February 13, 2007.**10
.63(19)

Change of Control Letter Agreement between the Company and David
    J. Medeiros dated February 13, 2007.**10
.65(20)

Form of Performance-Based Vesting Stock Option Agreement under
    the 2006 Equity Incentive Award Plan.10
.66(21)

Severance Agreement between the Company and David J. Medeiros
    dated July 16, 2007.**10
.68(22)

Form of Option Agreement under the 2004 Non-Employee
    Directors Equity Incentive Plan for Director Options.10
.69(22)

Form of Option Agreement under the 2004 Non-Employee
    Directors Equity Incentive Plan for Committee Options.10
.70(23)

Amended and Restated 2003 Employee Stock Purchase Plan.**10
.72(24)

Stock Purchase Agreement, by and between the Company and
    Chaumiere Consultadoria & Servicos SDC Unipessoal
    L.D.A., dated August 13, 2008.10
.73(25)

Stock Purchase Agreement, by and between the Company and
    Inverlochy Consultadoria & Servicos L.D.A., dated
    September 3, 2008.10
.74(26)

Redemption Agreement, by and between the Company and Shire
    Pharmaceuticals, Inc., dated February 19, 2008.10
.75(26)

Severance Letter Agreement between the Company and Gary M. Sawka
    dated September 10, 2008.**10
.76(26)

Offer of Employment Letter Agreement between the Company and
    Gary M. Sawka dated September 9, 2008.**10
.77(26)

Amended and Restated Employment Agreement between the Company
    and Don Bailey dated December 19, 2008.**10
.78(26)

Form of 409A Letter Amendment to Officers Severance,
    Change in Control and Employment Agreements.**10
.80(27)

Second Amendment, dated as of October 21, 2009, to the
    Rights Agreement, dated February 11, 2003, as amended
    September 9, 2005, between Questcor Pharmaceuticals, Inc.
    and Computershare Trust Company, N.A.10
.81(27)

Offer Letter, by and between Questcor Pharmaceuticals, Inc. and
    Dr. David Young, Pharm.D., Ph.D., dated
    October 15, 2009.**10
.82(27)

Severance Agreement, by and between Questcor Pharmaceuticals,
    Inc. and Dr. David Young, Pharm.D., Ph.D., dated
    October 19, 2009.**10
.83(28)

Offer Letter, by and between Questcor Pharmaceuticals, Inc. and
    Dr. Jason Zielonka, M.D., dated January 29,
    2010.**10
.84(28)

Severance Agreement, by and between Questcor Pharmaceuticals,
    Inc. and Dr. Jason Zielonka, M.D., dated
    January 29, 2010.**10
.85*

Supply Agreement, dated January 21, 2010, by and between
    Questcor Pharmaceuticals, Inc. and Cangene bioPharma, Inc. 55




---



##### Table of Contents



ExhibitNumber

Description23
.1*

Consent of Odenburg, Ullakko, Muranishi & Co. LLP,
    Independent Registered Public Accounting Firm.31*


Certification pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.32*


Certification pursuant to Section 906 of the Public Company
    Accounting Reform and Investor Act of 2002.     *
    
    Filed herewith.**
    
    This exhibit is identified as a management contract or
    compensatory plan or arrangement pursuant to Item 15(a)(3)
    of
    Form 10-K.(1)
    
    Filed as an exhibit to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 1999, filed on
    March 30, 2000, and incorporated herein by reference.(2)
    
    Filed as an exhibit to the Companys Current Report on
    Form 8-K,
    filed on March 27, 2008, and incorporated herein by
    reference.(3)
    
    Filed as an exhibit to the Companys Current Report on
    Form 8-K,
    filed on February 14, 2003, and incorporated herein by
    reference.(4)
    
    Filed as an exhibit to the Companys Registration Statement
    on Form S-3,
    Registration
    No. 333-85160,
    filed on March 28, 2002, and incorporated herein by
    reference.(5)
    
    Filed as an exhibit to the Companys Registration Statement
    on Form S-1,
    Registration
    No. 33-51682,
    and incorporated herein by reference.(6)
    
    Filed as an exhibit to the Companys Proxy Statement on
    Schedule 14A, filed on March 28, 2002, and
    incorporated herein by reference.(7)
    
    Filed as an exhibit to the Companys Registration Statement
    Form S-4,
    Registration Statement
    No. 333-87611,
    filed on September 23, 1999, and incorporated herein by
    reference.(8)
    
    Filed as an exhibit to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2002, filed on
    August 14, 2002, and incorporated herein by reference.(9)
    
    Filed as an exhibit to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2001, filed on
    August 10, 2001, and incorporated herein by reference.(10)
    
    Filed as an exhibit to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2003, filed on
    March 30, 2004, and incorporated herein by reference.(11)
    
    Filed as an exhibit to the Companys Proxy Statement on
    Schedule 14A, filed on March 29, 2004, and
    incorporated herein by reference.(12)
    
    Filed as an exhibit to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2004, filed on
    March 31, 2005, and incorporated herein by reference.(13)
    
    Filed as an exhibit to the Companys Current Report on
    Form 8-K,
    filed on September 13, 2005, and incorporated herein by
    reference.(14)
    
    Filed as an exhibit to the Companys Current Report on
    Form 8-K,
    filed on October 19, 2005, and incorporated herein by
    reference.(15)
    
    Filed as an exhibit to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2005, filed on
    March 30, 2006, and incorporated herein by reference.(16)
    
    Filed as an exhibit to the Companys Proxy Statement on
    Schedule 14A, filed on April 10, 2006, and
    incorporated herein by reference.(17)
    
    Filed as an exhibit to the Companys Current Report on
    Form 8-K,
    filed on May 10, 2006, and incorporated herein by reference.(18)
    
    Filed as an exhibit to the Companys Current Report on
    Form 8-K,
    filed on May 24, 2006, and incorporated herein by reference. 56




---



##### Table of Contents



(19)
    
    Filed as an exhibit to the Companys Current Report on
    Form 8-K,
    filed on February 15, 2007, and incorporated herein by
    reference.(20)
    
    Filed as an exhibit to the Companys Current Report on
    Form 8-K,
    filed on July 3, 2007, and incorporated herein by reference.(21)
    
    Filed as an exhibit to the Companys Current Report on
    Form 8-K,
    filed on July 20, 2007, and incorporated herein by
    reference.(22)
    
    Filed as an exhibit to the Companys Current Report on
    Form 8-K,
    filed on January 4, 2008, and incorporated herein by
    reference.(23)
    
    Filed as an exhibit to the Companys Definitive Proxy
    Statement on Schedule 14A, filed on April 21, 2008,
    and incorporated herein by reference(24)
    
    Filed as an exhibit to the Companys Current Report on
    Form 8-K,
    filed on August 19, 2008, and incorporated herein by
    reference.(25)
    
    Filed as an exhibit to the Companys Current Report on
    Form 8-K,
    filed on September 9, 2008, and incorporated herein by
    reference.(26)
    
    Filed as an exhibit to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2008, filed on
    March 16, 2009, and incorporated herein by reference.(27)
    
    Filed as an exhibit to the Companys Current Report on
    Form 8-K,
    filed on October 23, 2009, and incorporated herein by
    reference.(28)
    
    Filed as an exhibit to the Companys Current Report on
    Form 8-K,
    filed on February 4, 2010, and incorporated herein by
    reference.
    
    The Company has requested confidential treatment with respect to
    portions of this exhibit. 57




---



##### Table of Contents



SIGNATURES      By
    /s/  Don
    M. Bailey   President and Chief Executive Officer
      Signature

Title

Date/s/  DON
    M. BAILEYDon
    M. Bailey

President and Chief Executive Officer and Director (Principal
    Executive Officer)

March 16, 2010/s/  GARY
    SAWKAGary
    Sawka

Senior Vice President, Finance and Chief Financial Officer
    (Principal Financial and Accounting Officer)

March 16, 2010/s/  VIRGIL
    D. THOMPSONVirgil
    D. Thompson

Chairman

March 16, 2010/s/  NEAL
    C. BRADSHERNeal
    C. Bradsher

Director

March 16, 2010/s/  STEPHEN
    C. FARRELLStephen
    C. Farrell

Director

March 16, 2010/s/  LOU
    SILVERMANLou
    Silverman

Director

March 16, 2010  58




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM           Internal Control 
    Integrated Framework
       59




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     Internal Control 
    Integrated Framework
                 60




---



##### Table of Contents



QUESTCOR
    PHARMACEUTICALS, INC.
  CONSOLIDATED BALANCE SHEETS
  December 31,2009


2008(In thousands, except share amounts)ASSETSCurrent assets:Cash and cash equivalents

$
45,829


$
13,282Short-term investments


29,878



42,169Total cash, cash equivalents and short-term investments


75,707



55,451Accounts receivable, net of allowance for doubtful accounts of
    $77 and $62 at December 31, 2009 and 2008, respectively


14,833



10,418Inventories, net


3,378



2,459Prepaid income taxes






3,316Prepaid expenses and other current assets


1,162



1,101Deferred tax assets


8,180



6,252Total current assets


103,260



78,997Property and equipment, net


407



450Purchased technology, net


3,372



3,669Goodwill


299



299Deposits and other assets


710



710Deferred tax assets


3,392



5,021Total assets

$
111,440


$
89,146LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
12,921


$
4,302Accrued compensation


2,140



1,896Sales-related reserves


14,922



11,825Income taxes payable


477



Other accrued liabilities


1,751



1,702Total current liabilities


32,211



19,725Lease termination, deferred rent and other non-current
    liabilities


1,226



1,529Total liabilities


33,437



21,254Commitments and contingencies (see Note 9)Shareholders equity:Preferred stock, no par value, 7,500,000 shares authorized;
    none outstanding






Common stock, no par value, 105,000,000 shares authorized;
    61,726,609 and 65,970,653 shares issued and outstanding at
    December 31, 2009 and 2008, respectively


67,793



84,028Retained earnings (accumulated deficit)


10,224



(16,405
)Accumulated other comprehensive income (loss)


(14
)


269Total shareholders equity


78,003



67,892Total liabilities and shareholders equity

$
111,440


$
89,146    61




---



##### Table of Contents



QUESTCOR
    PHARMACEUTICALS, INC.
  CONSOLIDATED STATEMENTS OF INCOME
  Years Ended December 31,2009


2008


2007(In thousands, except per share amounts)Net sales

$
88,320


$
95,248


$
49,768Cost of sales (exclusive of amortization of purchased technology)


7,017



7,304



5,295Gross profit


81,303



87,944



44,473Operating expenses:Selling, general and administrative


29,950



19,247



17,662Research and development


9,653



10,614



4,758Depreciation and amortization


480



503



498Total operating expenses


40,083



30,364



22,918Income from operations


41,220



57,580



21,555Other income:Interest and other income, net


686



1,075



991Gain on sale of product rights


225



75



448Total other income


911



1,150



1,439Income before income taxes


42,131



58,730



22,994Income tax expense (benefit)


15,502



18,198



(14,592
)Net income


26,629



40,532



37,586Deemed dividend on Series A preferred stock






5,267



Allocation of undistributed earnings to Series A preferred
    stock










1,137Net income applicable to common shareholders

$
26,629


$
35,265


$
36,449Net income per share applicable to common shareholders:Basic

$
0.41


$
0.52


$
0.53Diluted

$
0.40


$
0.49


$
0.51Shares used in computing net income per share applicable to
    common shareholders:Basic


64,196



67,761



69,131Diluted


66,257



71,350



70,915    62




---



##### Table of Contents



QUESTCOR
    PHARMACEUTICALS, INC.
  CONSOLIDATED STATEMENTS OF PREFERRED STOCK AND
    SHAREHOLDERS EQUITY
  Retained


AccumulatedEarnings


Other


TotalSeries A Preferred Stock


Common Stock


(Accumulated


Comprehensive


ShareholdersShares


Amount


Shares


Amount


Deficit)


Gain (Loss)


Equity(In thousands, except share amounts)Balances at January 1, 2007


2,155,715


$
5,081



68,740,804


$
105,352


$
(89,256
)

$
1


$
16,097Stock compensation for equity incentives and restricted common
    stock granted to consultants and employees














1,811











1,811Issuance of common stock pursuant to employee stock purchase plan










401,025



263











263Issuance of common stock upon exercise of stock options










821,510



833











833Issuance of common stock upon cashless exercise of warrants










89,837















Issuance of common stock upon exercise of warrants










135,996



128











128Cancellation of unvested restricted stock










(71,006
)














Comprehensive income (loss):Net unrealized gain on investments






















53



53Net income


















37,586







37,586Total comprehensive income


























37,639Balances at December 31, 2007


2,155,715



5,081



70,118,166



108,387



(51,670
)


54



56,771Stock compensation for equity incentives and restricted common
    stock granted to consultants and employees










233,296



4,119











4,119Issuance of common stock pursuant to employee stock purchase plan










803,616



494











494Issuance of common stock upon exercise of stock options










2,109,133



1,667











1,667Issuance of common stock upon cashless exercise of warrants










348,228















Repurchase of Series A Preferred Stock


(2,155,715
)


(5,081
)










(5,267
)






(5,267
)Repurchase of common stock










(7,490,900
)


(35,571
)










(35,571
)Cancellation of unvested restricted stock










(145,809
)














Cancellation of shares related to tax liability










(5,077
)














Income tax benefit realized from share-based compensation plans














4,932











4,932Comprehensive income (loss):Net unrealized gain on investments






















215



215Net income


















40,532







40,532Total comprehensive income


























40,747Balances at December 31, 2008










65,970,653



84,028



(16,405
)


269



67,892Stock compensation for equity incentives and restricted common
    stock granted to consultants and employees














3,066











3,066Issuance of common stock pursuant to employee stock purchase plan










145,488



548











548Issuance of common stock upon exercise of stock options










569,631



454











454Repurchase of common stock










(4,866,600
)


(21,086
)










(21,086
)Cancellation of unvested restricted stock










(87,487
)














Cancellation of shares related to tax liability










(5,076
)














Income tax benefit realized from share-based compensation plans














783











783Comprehensive income (loss):Net unrealized loss on investments






















(283
)


(283
)Net income


















26,629







26,629Total comprehensive income


























26,346Balances at December 31, 2009





$




61,726,609


$
67,793


$
10,224


$
(14
)

$
78,003    63




---



##### Table of Contents





QUESTCOR
    PHARMACEUTICALS, INC.
  CONSOLIDATED STATEMENTS OF CASH
    FLOWS
  Years Ended December 31,2009


2008


2007(In thousands)Cash Flows From Operating ActivitiesNet income

$
26,629


$
40,532


$
37,586Adjustments to reconcile net income to net cash provided by
    operating activities:Share-based compensation expense


3,066



4,119



1,811Deferred income taxes


(290
)


4,649



(15,922
)Amortization of investments


181



(456
)


(387
)Depreciation and amortization


480



503



498Gain on sale of product rights


(225
)


(75
)


(448
)Loss on disposal of equipment










12Income tax benefit realized from share-based compensation plans


783



4,932



Excess tax benefit from share-based compensation plans


(743
)


(4,841
)


Changes in operating assets and liabilities:Accounts receivable


(4,415
)


13,221



(21,856
)Inventories


(919
)


(94
)


600Prepaid income taxes


3,316



(3,316
)


Prepaid expenses and other current assets


(61
)


(323
)


33Accounts payable


8,619



2,525



(377
)Accrued compensation


244



(49
)


926Sales-related reserves


3,097



3,649



5,392Income taxes payable


477



(1,330
)


1,330Other accrued liabilities


49



210



971Other non-current liabilities


(303
)


(347
)


(103
)Net cash provided by operating activities


39,985



63,509



10,066Cash Flows From Investing ActivitiesAcquisition of purchased technology










(300
)Purchase of short-term investments


(61,557
)


(69,613
)


(27,995
)Proceeds from the sale and maturities of short-term investments


73,375



42,388



16,650Purchase of property, equipment and leasehold improvements


(140
)


(133
)


(69
)Net proceeds from sale of product rights


225



75



448Changes in deposits and other assets






34



(22
)Net cash provided by (used in) investing activities


11,903



(27,249
)


(11,288
)Cash Flows From Financing ActivitiesIssuance of common stock and warrants


1,002



2,161



1,224Repurchase of Series A preferred stock






(10,348
)


Repurchase of common stock


(21,086
)


(35,571
)


Excess tax benefit from share-based compensation plans


743



4,841



Net cash provided by (used in) financing activities


(19,341
)


(38,917
)


1,224Increase (decrease) in cash and cash equivalents


32,547



(2,657
)


2Cash and cash equivalents at beginning of year


13,282



15,939



15,937Cash and cash equivalents at end of year

$
45,829


$
13,282


$
15,939Supplemental Disclosures of Cash Flow Information:Cash paid for interest

$
5


$
4


$
Cash paid for income taxes

$
11,317


$
13,232


$
    64




---



##### Table of Contents



QUESTCOR
    PHARMACEUTICALS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Organization
    and Summary of Significant Accounting Policies  Organization
    and Business Activity
  ® ®
     65




---



##### Table of Contents



QUESTCOR
    PHARMACEUTICALS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Product Development
  Significant
    Accounting Policies
  Principles
    of Consolidation
    Use of
    Estimates
    Cash
    Equivalents and Short-Term Investments
  available-for-sale
  Available-for-sale other-than-temporary other-than-temporary other-than-temporary other-than-temporary other-than-temporary
  Concentration
    of Risk
   66




---



##### Table of Contents



QUESTCOR
    PHARMACEUTICALS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,% of Accounts Receivable

2009


2008CuraScript


99
%


99
%Other customers


1
%


1
%100
%


100
%   Years Ended December 31,% of Gross Product Sales

2009


2008


2007CuraScript


99
%


99
%


80
%Wholesaler A



%



%


7
%Wholesaler B



%



%


6
%Wholesaler C



%



%


3
%Other customers


1
%


1
%


4
%100
%


100
%


100
%     Inventories
  first-in, product-by-product
  Property
    and Equipment
    Useful Livesin YearsLaboratory equipment


5Manufacturing equipment


5-8Office equipment, furniture and fixtures


3-5Leasehold improvements


4-10   Intangible
    and Other Long-Lived Assets
   67




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##### Table of Contents



QUESTCOR
    PHARMACEUTICALS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Product
    Acquisitions
  Impairment
    of Long-Lived Assets
    Fair
    Value
  Fair Value Measurements and
    Disclosures available-for-sale Investments
  Revenue
    Recognition
     68




---



##### Table of Contents



QUESTCOR
    PHARMACEUTICALS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Sales
    Reserves
         69




---



##### Table of Contents



QUESTCOR
    PHARMACEUTICALS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          December 31,2009


2008Medicaid rebates

$
11,070


$
11,406Government chargebacks


322



164Tricare rebates


3,530



Product returns  credit memoranda policy






218Product returns  product replacement policy






37$
14,922


$
11,825   Shipping
    and Handling Costs
    Research
    and Development
   70




---



##### Table of Contents



QUESTCOR
    PHARMACEUTICALS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Net
    Income Per Share Applicable to Common Shareholders
  Earnings Per Share Earnings per Share 03-06, Participating Securities and the Two-Class Method Under
    SFAS 128 Preferred Stock and
    Shareholders Equity
    Years Ended December 31,2009


2008


2007Net income applicable to common shareholders

$
26,629


$
35,265


$
36,449Shares used in computing net income per share applicable to
    common shareholders:Basic


64,196



67,761



69,131Effect of dilutive potential common shares:Stock options


2,050



3,434



1,660Restricted stock


11



19



6Warrants and placement agent unit options






136



118Diluted


66,257



71,350



70,915Net income per share applicable to common shareholders:Basic

$
0.41


$
0.52


$
0.53Diluted

$
0.40


$
0.49


$
0.51  71




---



##### Table of Contents



QUESTCOR
    PHARMACEUTICALS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2009


2008


2007Stock options


2,548



1,093



3,851Restricted stock






197



53Series A Preferred Stock






294



2,156Warrants and placement agent unit options










270   Share-Based
    Compensation
  Stock Compensation Share-Based Payment
  ,
  Stock
    Repurchases
   72




---



##### Table of Contents



QUESTCOR
    PHARMACEUTICALS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Income
    Taxes
        Accounting for Uncertainty
    in Income Taxes  an interpretation of FASB Statement
    No. 109 Income Taxes Income Taxes
  Comprehensive
    Income (Loss)
  Comprehensive Income Reporting Comprehensive
    Income ,
  Segment
    Information
      Subsequent
    Events
   73




---



##### Table of Contents



QUESTCOR
    PHARMACEUTICALS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Recently
    Issued Accounting Standards
  2010-09 2010-09), Subsequent Events, Amendments to Certain Recognition and
    Disclosure Requirements 2010-09
  No. 2010-06 2010-06), 2010-06 2010-06
  No. 2009-01 2009-01), tm 2009-01
  Subsequent Events
  Investments-Debt and Equity Securities 115-2 FSP 124-2). other-than-temporary other-than-temporary other-than-temporary other-than-temporary
  Fair Value Measurements and Disclosures FSP 157-4).
  Financial Instruments FSP 107-1 28-1).
 74




---



##### Table of Contents



QUESTCOR
    PHARMACEUTICALS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Business Combinations
  Collaborative Arrangements EITF 07-1).
  2.
    Sale of
    Product Rights      3.
    Product
    Development  ® tm
 75




---



##### Table of Contents



QUESTCOR
    PHARMACEUTICALS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    4.
    Product
    Acquisitions    5.
    Investments  available-for-sale,
  Gross


GrossAmortized


Unrealized


Unrealized


EstimatedDecember 31, 2009

Cost


Gain


(Loss)


Fair ValueCash equivalents

$
34,445


$



$



$
34,445Short-term investments:Certificates of deposit

$
5,360


$



$
(7
)

$
5,353Government-sponsored enterprises


14,066



3



(45
)


14,024Municipal bonds


10,474



40



(13
)


10,501$
29,900


$
43


$
(65
)

$
29,878December 31, 2008Cash equivalents

$
10,293


$



$



$
10,293Short-term investments:Commercial paper

$
7,830


$
59


$



$
7,889Government-sponsored enterprises


30,309



210







30,519Municipal bonds


3,762







(1
)


3,761$
41,901


$
269


$
(1
)

$
42,169  76




---



##### Table of Contents



QUESTCOR
    PHARMACEUTICALS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  available-for-sale
  Amortized


Estimated FairCost


ValueDue in one year or less

$
20,602


$
20,632Due after one through two years


9,298



9,246Total
    available-for-sale
    securities

$
29,900


$
29,878   available-for-sale
  Fair
    Value
  Fair Value Measurements and Disclosures
      Cash equivalents:
  Short-term
    available-for-sale
    investments at fair value
 77




---



##### Table of Contents



QUESTCOR
    PHARMACEUTICALS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Basis of Fair Value MeasurementsQuoted Prices


Significantin Active


Other


SignificantBalance at


Markets for


Observable


UnobservableDecember 31,


Identical Items


Inputs


Inputs2009


(Level 1)


(Level 2)


(Level 3)Cash equivalents

$
34,445


$
34,445


$



$
Certificates of deposit


5,353







5,353



Government-sponsored enterprises


14,024







14,024



Municipal bonds


10,501







10,501



Total

$
64,323


$
34,445


$
29,878


$
     Basis of Fair Value MeasurementsQuoted Prices


Significantin Active


Other


SignificantBalance at


Markets for


Observable


UnobservableDecember 31,


Identical Items


Inputs


Inputs2008


(Level 1)


(Level 2)


(Level 3)Cash equivalents

$
10,293


$
10,293


$



$
Commercial paper


7,889







7,889



Government-sponsored enterprises


30,519







30,519



Municipal bonds


3,761







3,761



Total

$
52,462


$
10,293


$
42,169


$
      78




---



##### Table of Contents



QUESTCOR
    PHARMACEUTICALS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   6.
    Inventories    December 31,2009


2008Raw materials

$
2,921


$
2,056Finished goods


457



432Less allowance for excess and obsolete inventories






(29
)$
3,378


$
2,459   7.
    Property
    and Equipment    December 31,2009


2008Laboratory equipment

$
8


$
8Manufacturing equipment


680



666Office equipment, furniture and fixtures


1,282



1,155Leasehold improvements


408



4082,378



2,237Less accumulated depreciation and amortization


(1,971
)


(1,787
)$
407


$
450     8.
    Purchased
    Technology and Goodwill    December 31,2009


2008Purchased technology

$
4,386


$
4,386Less accumulated amortization


(1,014
)


(717
)$
3,372


$
3,669   Product Acquisitions
    December 31,2009


2008Goodwill

$
1,023


$
1,023Less accumulated amortization


(724
)


(724
)$
299


$
299  79




---



##### Table of Contents



QUESTCOR
    PHARMACEUTICALS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Intangibles  Goodwill
    and Other
  9.
    Indemnifications,
    Commitments and Contingencies  Indemnifications
    Employment
    Agreements
  and/or
  Leases
    Union City,


Hayward,


Columbia,





AutomobileCA


CA


MD





and Office


OperatingOffice


Office


Office


Sublease


Equipment


LeasesYear Ending December 31,

Lease


Lease


Lease


Income


Leases


Total2010

$
616


$
870


$
47


$
(410
)

$
395


$
1,5182011


155



902



24



(397
)


296



9802012






816







(375
)


95



5362013






















2014






















Thereafter






















$
771


$
2,588


$
71


$
(1,182
)

$
786


$
3,034    80




---



##### Table of Contents



QUESTCOR
    PHARMACEUTICALS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Leases Accounting for a Loss on a
    Sublease, an interpretation of FASB 13 and APB Opinion
    No. 30 Bulletin 79-15, Accounting for the Loss on a Sublease Not Involving the
    Disposal of a Segment
  month-to-month
        Contingencies
     81




---



##### Table of Contents



QUESTCOR
    PHARMACEUTICALS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Commitments
    10.
    Preferred
    Stock and Shareholders Equity  Preferred
    Stock
    Common
    Stock
  winding-up
   82




---



##### Table of Contents



QUESTCOR
    PHARMACEUTICALS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Warrants
    Outstanding
    Equity
    Incentive Plans and Share-Based Compensation
    Expense
       83




---



##### Table of Contents



QUESTCOR
    PHARMACEUTICALS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Years Ended December 31,2009


2008


2007Cost of sales

$



$



$
5Selling, general and administrative


2,418



3,351



1,488Research and development


623



590



322Total share-based compensation expense


3,041



3,941



1,815Tax benefit related to share-based compensation expense


(641
)


(483
)


Net effect on net income

$
2,400


$
3,458


$
1,815    84




---



##### Table of Contents



QUESTCOR
    PHARMACEUTICALS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Years Ended December 31,2009


2008


2007Expected volatility


81-84
%


84-86
%


82-86
%Weighted average volatility


83
%


86
%


85
%Risk-free interest rate


1.9-2.2
%


1.3-3.2
%


3.6-4.9
%Expected term (in years)


4.3



4.2-4.4



6.25Expected dividend yield










     Years Ended December 31,2009


2008


2007Expected volatility


62-79
%


68-81
%


65-151
%Weighted average volatility


71
%


79
%


133
%Risk-free interest rate


0.1-0.3
%


1.0-2.8
%


3.2-5.0
%Expected term (in years)


0.25



0.30-0.74



0.25-1.0Expected dividend yield










      85




---



##### Table of Contents



QUESTCOR
    PHARMACEUTICALS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Weighted-Weighted-


AverageAverage


RemainingStock


Exercise


Contractual


AggregateOptions


Price


Term


Intrinsic Value(In years)


(In thousands)Outstanding at December 31, 2006


8,179,315


$
0.86



8.02


$
5,416Granted


2,379,250



1.09Exercised


(821,510
)


1.00Forfeited or expired


(4,134,630
)


0.90Outstanding at December 31, 2007


5,602,425


$
0.92



7.70


$
27,365Granted


1,634,500



5.27Exercised


(2,109,133
)


0.81Forfeited or expired


(35,240
)


3.50Outstanding at December 31, 2008


5,092,552


$
2.34



7.56


$
35,491Granted


1,517,500



5.45Exercised


(569,631
)


.82Forfeited or expired


(551,099
)


2.33Outstanding at December 31, 2009


5,489,322


$
3.36



7.20


$
10,141Vested and exercisable at December 31, 2009


3,080,562


$
2.19



6.01


$
9,035   (in-the-money
    Weighted-AverageRestricted


Grant Date FairStock


ValueNonvested shares at December 31, 2008


115,889


$
4.26Granted


Vested


(14,201
)Forfeited or expired


(87,487
)Nonvested shares at December 31, 2009


14,201


$
1.69    86




---



##### Table of Contents



QUESTCOR
    PHARMACEUTICALS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Reserved
    Shares
    December 31,2009Outstanding stock options


5,489,322Future grants under equity incentive award plans


5,061,728Future sale under the employee stock purchase plan


413,88710,964,937   11.
    Income
    Taxes    Years Ended December 31,2009


2008


2007Current:Federal

$
14,102


$
10,766


$
590State


1,690



2,783



74015,792



13,549



1,330Deferred:Federal


(813
)


5,327



(14,129
)State


523



(678
)


(1,793
)(290
)


4,649



(15,922
)Total income tax expense (benefit)

$
15,502


$
18,198


$
(14,592
)    87




---



##### Table of Contents



QUESTCOR
    PHARMACEUTICALS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2009


2008


2007Tax at U.S. statutory rate


35.0
%


35.0
%


35.0
%State income taxes, net


3.4



3.6



2.1Change in valuation allowance


0.0



(8.8
)


(101.0
)Other


(1.6
)


1.2



0.4Effective tax rate


36.8
%


31.0
%


(63.5
)%       December 31,2009


2008Deferred tax assets:Net operating loss carryforwards

$
2,868


$
4,913Research and development credits


831



1,049Sales-related reserves


5,577



4,585Other, net


2,296



726Total deferred tax assets


11,572



11,273Valuation allowance






Net deferred taxes

$
11,572


$
11,273      88




---



##### Table of Contents



QUESTCOR
    PHARMACEUTICALS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Accounting for Uncertainty in Income Taxes
  Years EndedDecember 31,2009


2008Balance at beginning of year

$
315


$
315Increase of unrecognized tax benefits taken in prior years


601



Increase of unrecognized tax benefits related to current year


6



Balance at end of year

$
922


$
315     12.
    Related
    Party Transactions     89




---



##### Table of Contents



QUESTCOR
    PHARMACEUTICALS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Preferred Stock and Shareholders Equity
      13.
    Defined
    Contribution Plan    14.
    Comprehensive
    Income (Loss)  available-for-sale
  Years Ended December 31,2009


2008


2007Net income

$
26,629


$
40,532


$
37,586Net unrealized gain (loss) on
    available-for-sale
    securities


(283
)


215



53Comprehensive income

$
26,346


$
40,747


$
37,639   15.
    Shareholder
    Rights Plan   90




---



##### Table of Contents



QUESTCOR
    PHARMACEUTICALS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     91




---



##### Table of Contents



QUESTCOR
    PHARMACEUTICALS, INC.
 FINANCIAL
    STATEMENT SCHEDULES (ITEM 15(a)(2))
    SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS
    Years Ended December 31, 2009, 2008 and 2007 Additions/Balance at


(Deductions)


Deductions


Balance atBeginning


Charged to


and


End ofof Period


Income


Write-Offs


Period(In thousands)Reserves for uncollectible accountsDecember 31, 2009

$
62


$
114


$
99


$
77December 31, 2008

$
57


$
68


$
63


$
62December 31, 2007

$
55


$
4


$
2


$
57Reserves for cash discountsDecember 31, 2009

$
1


$
13


$
11


$
3December 31, 2008

$
3


$
17


$
19


$
1December 31, 2007

$
32


$
227


$
256


$
3Reserves for obsolete and excess inventoriesDecember 31, 2009

$
29


$
614


$
643


$
December 31, 2008

$
9


$
20


$



$
29December 31, 2007

$
237


$
307


$
535


$
9Sales-related reservesDecember 31, 2009

$
11,825


$
49,900


$
46,803


$
14,922December 31, 2008

$
8,176


$
38,006


$
34,357


$
11,825December 31, 2007

$
2,784


$
12,081


$
6,689


$
8,176    92




---



##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber

Description2
.1(1)

Merger agreement entered into August 4, 1999, by and among
    Cyprus Pharmaceutical Corporation, a California corporation
    (Parent), Cyprus Acquisition Corporation, a Delaware
    corporation and a wholly owned subsidiary of Parent, and
    RiboGene, Inc., a Delaware corporation.2
.2(17)

Assignment and Assumption Agreement by and between Questcor
    Pharmaceuticals, Inc. and Medpointe Inc., dated as of
    May 4, 2006.3
.1(2)

Amended and Restated Articles of Incorporation of the Company.3
.4(3)

Certificate of Determination of Series C Junior
    Participating Preferred Stock of the Company.3
.5(27)

Amended and Restated Bylaws of Questcor Pharmaceuticals, Inc,
    dated as of October 20, 2009.4
.2(4)

Convertible Debenture between the Company and Defiante
    Farmaceutica Unipessoal Lda dated March 15, 2002.10
.1(5)

Forms of Incentive Stock Option and Non-statutory Stock Option.10
.2(6)

1992 Employee Stock Option Plan, as amended.**10
.3(7)

1993 Non-employee Directors Equity Incentive Plan, as
    amended and related form of Nonstatutory Stock Option.**10
.5(8)

Asset Purchase Agreement dated July 27, 2001 between the
    Company and Aventis Pharmaceuticals Products, Inc.10
.6(8)

First Amendment to Asset Purchase Agreement dated
    January 29, 2002, between the Company and Aventis
    Pharmaceuticals Products, Inc.10
.7(9)

Stock Purchase Agreement dated July 31, 2001 between
    Registrant and Sigma-Tau Finance Holding S.A.10
.13(4)

Securities Purchase Agreement between the Company and Defiante
    Farmaceutica Unipessoal Lda dated March 15, 2002.10
.14(4)

Registration Rights Agreement between the Company and Defiante
    Farmaceutica Unipessoal Lda dated March 15, 2002.10
.17(3)

Rights Agreement, dated as of February 11, 2003, between
    the Company and Computershare Trust Company, Inc.10
.21(10)

Supply Agreement dated April 1, 2003 between the Company
    and BioVectra, dcl.10
.27(11)

2004 Non-Employee Directors Equity Incentive Plan.**10
.30(12)

Letter Agreement between the Company and Steve Cartt dated
    March 7, 2005.**10
.31(12)

Letter Agreement between the Company and Steve Cartt dated
    March 8, 2005.**10
.36(13)

First Amendment, dated as of September 9, 2005, to Rights
    Agreement dated as of February 11, 2003, between Questcor
    Pharmaceuticals, Inc. and Computershare Trust Company, Inc.10
.40(14)

Asset Purchase Agreement dated October 17, 2005 by and
    between Questcor Pharmaceuticals, Inc. and QOL Medical LLC.10
.44(15)

Severance Letter Agreement between the Company and David
    Medeiros dated July 10, 2003.**10
.45(16)

2006 Equity Incentive Award Plan.**10
.46(18)

Form of Incentive Stock Option Agreement under the 2006 Equity
    Incentive Award Plan.10
.47(18)

Form of Non-Qualified Stock Option Agreement under the 2006
    Equity Incentive Award Plan.10
.48(18)

Form of Restricted Stock Award Agreement under the 2006 Equity
    Incentive Award Plan.10
.58(19)

Amended Change of Control Letter Agreement between the Company
    and Stephen L. Cartt dated February 13, 2007.**10
.63(19)

Change of Control Letter Agreement between the Company and David
    J. Medeiros dated February 13, 2007.**10
.65(20)

Form of Performance-Based Vesting Stock Option Agreement under
    the 2006 Equity Incentive Award Plan.10
.66(21)

Severance Agreement between the Company and David J. Medeiros
    dated July 16, 2007.**10
.68(22)

Form of Option Agreement under the 2004 Non-Employee
    Directors Equity Incentive Plan for Director Options.




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##### Table of Contents



ExhibitNumber

Description10
.69(22)

Form of Option Agreement under the 2004 Non-Employee
    Directors Equity Incentive Plan for Committee Options.10
.70(23)

Amended and Restated 2003 Employee Stock Purchase Plan.**10
.72(24)

Stock Purchase Agreement, by and between the Company and
    Chaumiere Consultadoria & Servicos SDC Unipessoal
    L.D.A., dated August 13, 2008.10
.73(25)

Stock Purchase Agreement, by and between the Company and
    Inverlochy Consultadoria & Servicos L.D.A., dated
    September 3, 2008.10
.74(26)

Redemption Agreement, by and between the Company and Shire
    Pharmaceuticals, Inc., dated February 19, 2008.10
.75(26)

Severance Letter Agreement between the Company and Gary M. Sawka
    dated September 10, 2008.**10
.76(26)

Offer of Employment Letter Agreement between the Company and
    Gary M. Sawka dated September 9, 2008.**10
.77(26)

Amended and Restated Employment Agreement between the Company
    and Don Bailey dated December 19, 2008.**10
.78(26)

Form of 409A Letter Amendment to Officers Severance,
    Change in Control and Employment Agreements.**10
.80(27)

Second Amendment, dated as of October 21, 2009, to the
    Rights Agreement, dated February 11, 2003, as amended
    September 9, 2005, between Questcor Pharmaceuticals, Inc.
    and Computershare Trust Company, N.A.10
.81(27)

Offer Letter, by and between Questcor Pharmaceuticals, Inc. and
    Dr. David Young, Pharm.D., Ph.D., dated
    October 15, 2009.**10
.82(27)

Severance Agreement, by and between Questcor Pharmaceuticals,
    Inc. and Dr. David Young, Pharm.D., Ph.D., dated
    October 19, 2009.**10
.83(28)

Offer Letter, by and between Questcor Pharmaceuticals, Inc. and
    Dr. Jason Zielonka, M.D., dated January 29,
    2010.**10
.84(28)

Severance Agreement, by and between Questcor Pharmaceuticals,
    Inc. and Dr. Jason Zielonka, M.D., dated
    January 29, 2010.**10
.85*

Supply Agreement, dated January 21, 2010, by and between
    Questcor Pharmaceuticals, Inc. and Cangene bioPharma, Inc.23
.1*

Consent of Odenburg, Ullakko, Muranishi & Co. LLP,
    Independent Registered Public Accounting Firm.31*


Certification pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.32*


Certification pursuant to Section 906 of the Public Company
    Accounting Reform and Investor Act of 2002.     *
    
    Filed herewith.**
    
    This exhibit is identified as a management contract or
    compensatory plan or arrangement pursuant to Item 15(a)(3)
    of
    Form 10-K.(1)
    
    Filed as an exhibit to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 1999, filed on
    March 30, 2000, and incorporated herein by reference.(2)
    
    Filed as an exhibit to the Companys Current Report on
    Form 8-K,
    filed on March 27, 2008, and incorporated herein by
    reference.(3)
    
    Filed as an exhibit to the Companys Current Report on
    Form 8-K,
    filed on February 14, 2003, and incorporated herein by
    reference.(4)
    
    Filed as an exhibit to the Companys Registration Statement
    on Form S-3,
    Registration
    No. 333-85160,
    filed on March 28, 2002, and incorporated herein by
    reference.(5)
    
    Filed as an exhibit to the Companys Registration Statement
    on Form S-1,
    Registration
    No. 33-51682,
    and incorporated herein by reference.




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##### Table of Contents



(6)
    
    Filed as an exhibit to the Companys Proxy Statement on
    Schedule 14A, filed on March 28, 2002, and
    incorporated herein by reference.(7)
    
    Filed as an exhibit to the Companys Registration Statement
    Form S-4,
    Registration Statement
    No. 333-87611,
    filed on September 23, 1999, and incorporated herein by
    reference.(8)
    
    Filed as an exhibit to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2002, filed on
    August 14, 2002, and incorporated herein by reference.(9)
    
    Filed as an exhibit to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2001, filed on
    August 10, 2001, and incorporated herein by reference.(10)
    
    Filed as an exhibit to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2003, filed on
    March 30, 2004, and incorporated herein by reference.(11)
    
    Filed as an exhibit to the Companys Proxy Statement on
    Schedule 14A, filed on March 29, 2004, and
    incorporated herein by reference.(12)
    
    Filed as an exhibit to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2004, filed on
    March 31, 2005, and incorporated herein by reference.(13)
    
    Filed as an exhibit to the Companys Current Report on
    Form 8-K,
    filed on September 13, 2005, and incorporated herein by
    reference.(14)
    
    Filed as an exhibit to the Companys Current Report on
    Form 8-K,
    filed on October 19, 2005, and incorporated herein by
    reference.(15)
    
    Filed as an exhibit to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2005, filed on
    March 30, 2006, and incorporated herein by reference.(16)
    
    Filed as an exhibit to the Companys Proxy Statement on
    Schedule 14A, filed on April 10, 2006, and
    incorporated herein by reference.(17)
    
    Filed as an exhibit to the Companys Current Report on
    Form 8-K,
    filed on May 10, 2006, and incorporated herein by reference.(18)
    
    Filed as an exhibit to the Companys Current Report on
    Form 8-K,
    filed on May 24, 2006, and incorporated herein by reference.(19)
    
    Filed as an exhibit to the Companys Current Report on
    Form 8-K,
    filed on February 15, 2007, and incorporated herein by
    reference.(20)
    
    Filed as an exhibit to the Companys Current Report on
    Form 8-K,
    filed on July 3, 2007, and incorporated herein by reference.(21)
    
    Filed as an exhibit to the Companys Current Report on
    Form 8-K,
    filed on July 20, 2007, and incorporated herein by
    reference.(22)
    
    Filed as an exhibit to the Companys Current Report on
    Form 8-K,
    filed on January 4, 2008, and incorporated herein by
    reference.(23)
    
    Filed as an exhibit to the Companys Definitive Proxy
    Statement on Schedule 14A, filed on April 21, 2008,
    and incorporated herein by reference(24)
    
    Filed as an exhibit to the Companys Current Report on
    Form 8-K,
    filed on August 19, 2008, and incorporated herein by
    reference.(25)
    
    Filed as an exhibit to the Companys Current Report on
    Form 8-K,
    filed on September 9, 2008, and incorporated herein by
    reference.(26)
    
    Filed as an exhibit to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2008, filed on
    March 16, 2009, and incorporated herein by reference.(27)
    
    Filed as an exhibit to the Companys Current Report on
    Form 8-K,
    filed on October 23, 2009, and incorporated herein by
    reference.(28)
    
    Filed as an exhibit to the Companys Current Report on
    Form 8-K,
    filed on February 4, 2010, and incorporated herein by
    reference.
    
    The Company has requested confidential treatment with respect to
    portions of this exhibit.