ASSET PURCHASE AGREEMENT

          THIS ASSET PURCHASE AGREEMENT (the Agreement), dated as of July 27, 2001 (the Effective Date), is made and entered into by and between AVENTIS PHARMACEUTICALS PRODUCTS INC., a Delaware corporation (Seller), and QUESTCOR PHARMACEUTICALS, INC., a California corporation (Purchaser).  Capitalized terms used in this Agreement shall have the meanings ascribed to them in Article I hereof or as otherwise set forth herein.

RECITALS

          WHEREAS, Seller is engaged in the business of manufacturing and selling the Product (as defined herein), with such Product being sold under the Trademarks (as defined herein); and

          WHEREAS, Seller desires to sell, transfer and assign to Purchaser, and Purchaser desires to purchase and acquire from Seller, any and all rights in, to and under the Product and related Assets (as defined herein), and in connection therewith, Purchaser has agreed to assume certain liabilities of Seller relating to the Product and such Assets, all on the terms and conditions set forth herein.

          NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE 1

DEFINITIONS

          The following terms shall have the meanings set forth below.  Unless the context indicates otherwise, the singular shall include the plural and the plural shall include the singular.

          1.1     Affiliate shall mean any entity that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the party specified.  For the purposes of this Section 1.1 only, control will refer to (a) the possession, directly or indirectly, of the power to direct the management or policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise, or (b) the ownership, directly or indirectly, of at least fifty percent (50%) (or, if less, the maximum ownership interest permitted by law) of the voting securities or other ownership interest of an entity.

          1.2     Agreement shall have the meaning set forth in the preamble.

          1.3     Assets shall have the meaning set forth in Section 2.1 herein.

          1.4     Assumed Liabilities shall have the meaning set forth in Section 2.2(a) herein.

          1.5     Athena Agreement shall mean any and all agreements, written or oral, between Seller or any of its Affiliates and Athena Rx Home Pharmacy, a division of Elan Pharmaceuticals, Inc.

          1.6     Business Dayorbusiness dayshall mean a day other than Saturday, Sunday or any day on which banks located in the State of Delaware are authorized or obligated to close.  Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days (or business days) are specified.

          1.7     Effective Date shall have the meaning set forth in the preamble.

          1.8     Equipment shall have the meaning set forth in Section 2.1(d) herein.

          1.9     FDA shall mean the United States Food and Drug Administration or any successor entity thereto.

          1.10   FDA Meeting shall mean the February 7, 2001 meeting between representatives of the FDA, Seller and Purchaser.

          1.11   Finished Product Inventory shall have the meaning set forth in Section 2.3(b).

          1.12   Governmental or Regulatory Authority shall mean any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States or any state, county, city or other political subdivision within the United States.

          1.13   Indemnitee shall have the meaning set forth in Section 5.2 herein.

          1.14   Indemnitor shall have the meaning set forth in Section 5.2(a) herein.

          1.15   Inventory shall have the meaning set forth in Section 2.1(e) herein.

          1.16   Knowledge or knowledgeshall mean actual knowledge after reasonable investigation by any executive officer of those things which a reasonably diligent inquiry and exercise of means of information at hand would have disclosed.

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