EXHIBIT 10.89

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THIS SHARE PURCHASE AGREEMENT is made as of this ______ day of January, 2013.

Lauren Holdings Inc., Earl Duffy, Paul Duffy, Maureen Duffy Cobb, Ron Keefe, Dale Zajicek, Gordon Rogers and the 2012 BV Employee Share Ownership Trust (collectively, the “Vendors”),

Questcor Pharmaceuticals, Inc., a corporation governed by the laws of the State of California (the “Questcor”)

BioVectra Inc., a corporation governed by the laws of Prince Edward Island (the “Company”),

THEREFORE, the Parties agree as follows:

Whenever used in this Agreement, the following words and terms have the meanings set out below:

“2015 Earn-Out Payment” has the meaning given in Section 3.3(c)(i).

“Accounts Receivable” means accounts receivable, bills receivable, trade accounts, book debts and insurance claims recorded as receivable in the Books and Records and other amounts due or deemed to be due to the Company or any of the Subsidiaries, including refunds and rebates receivable, all as calculated in accordance with GAAP.

“Accrued Liabilities” means ordinarily recurring operating expenses of the Company and the Subsidiaries incurred but that are not yet due and payable and claims against the Company and the Subsidiaries that are increasing with the passage of time or receipt of goods or services but are not yet due and payable, including accruals for vacation pay, customer rebates and allowances for product returns, all as calculated in accordance with GAAP.

“Affiliate” of any Person means, at the time such determination is being made, any other Person controlling, controlled by or under common control with such first Person, in each case, whether directly or indirectly, and “control” and any derivation thereof means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person whether through the ownership of voting securities, by Contract or otherwise.

“Agreement” means this Share Purchase Agreement, including all schedules and exhibits and all amendments or restatements, as permitted, and references to “Article” or “Section” mean the specified Article or Section of this Agreement.

“Appurtenances” means privileges, rights, easements and appurtenances both at Law and equity belonging to or for the benefit of Real Property, including means of access between Real Property and a public way, rights in respect of or for any other uses upon which the present use is dependent (such as pipelines, cables, railway sidings) and rights existing in and to any streets, alleys, passages and other rights-of-way.

“arm’s length” has the meaning that it has for purposes of the Income Tax Act (Canada).

“Balance Sheet” means the consolidated balance sheet of the Company and the Subsidiaries as at August 31, 2012, forming part of the Financial Statements.

“Base Operating Earnings” means $[***] .

“Benefit Plans” means plans, arrangements, agreements, programs, policies, practices or undertakings, whether oral or written, formal or informal, funded or unfunded, insured or uninsured, registered or unregistered to which the Company or any of the Subsidiaries are a party or bound or in which the Employees participate or under which the Company or any of the Subsidiaries have, or will have, any liability or contingent liability, or pursuant to which payments are made, or benefits are provided to, or an entitlement to payments or benefits may arise with respect to its Employees or former employees, directors or officers, individuals working on Contract with the Company or any of the Subsidiaries or other individuals providing services to the Company or any of the Subsidiaries of a kind normally provided by Employees (or any spouses, dependants, survivors or beneficiaries of any such persons), and for greater certainty including the Pension Plans but excluding Statutory Plans.

“Books and Records” means books and records of the Company and the Subsidiaries relating to the Company or the Subsidiaries, including financial, corporate, books of account, sales and purchase records, lists of suppliers and customers, business reports, plans and projections and all other documents, surveys, plans, files, records, assessments, correspondence, and other data and information, financial or otherwise, including all data, information and databases stored on computer-related or other electronic media.

“Business Day” means any day, other than a Saturday or Sunday, on which the banks in the City of Toronto are open for commercial banking business during normal banking hours.

“Change of Control” means any one of the following events:

“Claims” includes claims, demands, complaints, grievances, actions, applications, suits, causes of action, Orders, charges, indictments, prosecutions, informations or other similar processes, assessments or reassessments, judgments, debts, liabilities, penalties, fines, expenses, costs, damages or losses, contingent or otherwise, whether liquidated or unliquidated, matured or unmatured, disputed or undisputed, contractual, legal or equitable, including loss of value, professional fees, including fees and disbursements of legal counsel on a full indemnity basis, and all costs incurred in investigating or pursuing any of the foregoing or any proceeding relating to any of the foregoing.

“Closing” means the completion of the sale to and purchase by the Purchaser of the Purchased Shares under this Agreement.

“Closing Date” means the date that is one (1) Business Day after the date on which all conditions set forth in Article 7 and Article 8 have been satisfied or waived, or such other date as the Parties may agree in writing as the date upon which the Closing takes place. Each Party shall make reasonable good faith efforts to satisfy each of the conditions set forth in Article 7 and Article 8 on or before January 17, 2013.

“Closing Time” means 11:00 a.m. (Charlottetown time)/ 10:00 a.m. (Toronto time), on the Closing Date or such other time on such date as the Parties may agree in writing as the time at which the Closing takes place.

“Contracts” means contracts, licences, leases, agreements, obligations, promises, undertakings, understandings, arrangements, documents, commitments, entitlements or engagements to which the Company or any of the Subsidiaries is a party or by which it is bound or under which the Company or any of the Subsidiaries has, or will have, any liability or contingent liability (in each case, whether written or oral, express or implied), and includes, in the case of Material Contracts, any quotations, orders, proposals or tenders that remain open for acceptance and warranties and guarantees.

“Disclosure Letter” has the meaning set forth in Article 4.

“Earn-Out Amounts” means the aggregate of:

“Earn-Out Calculation Statement” has the meaning given in Section 3.3(d).

“Earn-Out Objection Notice” has the meaning given in Section 3.3(f).

“Employees” means individuals employed by the Company or any of the Subsidiaries on a full-time, part-time or temporary basis, including those employees on disability leave, parental leave or other absence.

“Employment Contracts” means Contracts, other than Benefit Plans, whether oral or written, relating to an Employee, including any communication or practice relating to an Employee that imposes any obligation on the Company or any of the Subsidiaries.

“Encumbrances” means pledges, liens, charges, security interests, leases, title retention agreements, mortgages, restrictions, developments or similar agreements, easements, rights-of-way, title defects, options or adverse claims or encumbrances of any kind or character whatsoever.

“Environment” means the environment and natural environment as defined in any Environmental Laws and includes indoor air, and any living things.

“Environmental Approvals” means permits, permissions, certificates, licences, authorizations, consents, agreements, instructions, directions, notices, registrations, approvals or other rights made, issued, granted, conferred or required by a Governmental Authority pursuant to any Environmental Law relating to the operations, business or assets of the Company or any of the Subsidiaries.

“Environmental Laws” means any Laws relating to the Environment including without limitation Laws relating to any sewer system and to the storage, generation, use, handling, manufacture, production, processing, labelling, advertising, sale, display, transportation, import, export, treatment, reuse, recycling, Release and disposal of Hazardous Substances.

“Environmental Orders” means Orders issued, filed, imposed or threatened by any Governmental Authority pursuant to any Environmental Laws and include certificates of property use and Orders requiring investigation, assessment, monitoring, managing, controlling, treatment, removal, excavation or remediation of any site or Hazardous Substance, or requiring that any Release activity or condition be reduced, modified, managed, controlled, stopped or eliminated or requiring that any form of payment or co-operation be provided to any Governmental Authority.

“Equipment Contracts” means any Contracts relating to title to Tangible Personal Property including without limitation motor vehicle leases, equipment leases, leases of computer hardware and computer systems, conditional sales contracts, title retention agreements and other similar agreements.

“Financial Statements” means the audited consolidated financial statements of the Company and the Subsidiaries for the fiscal year ended August 31, 2012, with an audit report dated November 2, 2012, consisting of the Balance Sheet and the statements of earnings and retained earnings and cash flows and all notes thereto, and any interim unaudited consolidated financial statements for the months ending September 30, 2012, October 31, 2012 and November 30, 2012 for the Company and the Subsidiaries, copies of which are set out in Section 4.11 of the Disclosure Letter and have been made available to the Purchaser.

“GAAP” means generally accepted accounting principles applicable to private enterprises as defined by the Accounting Standards Board of the Canadian Institute of Chartered Accountants in the Handbook of the Canadian Institute of Chartered Accountants as they exist on the date of this Agreement.

“Good Manufacturing Practices” or “GMPs” means the standards relating to the then-current Good Manufacturing Practices for the testing, manufacturing, processing, packaging, labelling, storage or distribution of active pharmaceutical ingredients, intermediates, bulk products or finished pharmaceutical products set forth in: (i) the Food and Drug Regulations including those set forth in Division 2 of the Food and Drug Regulations and in the and guidance documents and policies interpreting the requirements for Good Manufacturing Practices promulgated by Health Canada including the Good Manufacturing Practices (GMP) Guidelines 2009 Edition Version 2 (GUI–0001) and its associated Annexes; and (ii) the Code of Federal Regulations at 21 C.F.R. Parts 210 and 211, as may be amended from time to time including the published standards of the U.S. Food and Drug Administration; and (iii) similar standards, guidelines and regulations promulgated or otherwise required in any jurisdiction in which the products of the Company or any Subsidiary, or produced by Company or any Subsidiary, are distributed or sold.

“Governmental Authorities” means governments, regulatory authorities, governmental departments, agencies, commissions, bureaus, officials, ministers, Crown corporations, courts, bodies, boards, tribunals or dispute settlement panels or other law, rule or regulation-making organizations or entities:

“Governmental Authorizations” means authorizations, approvals, including Environmental Approvals, franchises, Orders, certificates, consents, directives, notices, licences, permits, variances, agreements, clearances, instructions, registrations or other rights issued to or required by the Company or any of the Subsidiaries by or from any Governmental Authority including those required under the Food and Drugs Act (Canada) and the regulations promulgated thereunder, the Controlled Drugs and Substances Act (Canada) and the regulations promulgated thereunder and any other Governmental Authority with jurisdiction or purported jurisdiction over the activities of the Company or any of the Subsidiaries or the drug products or biologics manufactured, packaged, labelled, tested, sold, marketed or distributed by the Company that regulates the quality, identity, strength, purity, safety, efficacy, manufacturing, packaging, labelling, testing, sales, marketing or distribution of biologic and drug products.

“Hazardous Substances” means pollutants, contaminants, wastes of any nature, hazardous substances, hazardous materials, toxic substances, prohibited substances, dangerous substances or dangerous goods as defined, judicially interpreted or identified in any Environmental Laws, including drugs, pharmaceuticals, enzymes, hormones, living organisms, biological agents, asbestos, asbestos-containing materials, polychlorinated biphenyls (PCBs), petroleum hydrocarbons and their derivatives, and mould.

“Improvements” means plants, buildings, structures, fixtures, erections and improvements located on, over, under or upon the Real Property and mechanical, electrical, plumbing, heating and air-conditioning systems relating to the Real Property, including any of the foregoing under construction.

“Indemnified Party” has the meaning given in Section 11.3(a).

“Independent Auditor” means PricewaterhouseCoopers LLP or such other independent auditing firm as the Parties may otherwise agree.

“Information Technology” means computer hardware, software in source code and object code form (including documentation, interfaces and development tools), websites for the Company or any of the Subsidiaries, databases, telecommunications equipment and facilities and other information technology systems owned, used or held by the Company or any of the Subsidiaries.

“Intellectual Property” means intellectual property rights, whether registered or not, owned, used or held by the Company or any of the Subsidiaries, including without limitation:

“Inventories” means items that are held by the Company or any of the Subsidiaries for sale in the ordinary course of business, or are being produced for sale, or are to be consumed, directly or indirectly, in the production of goods or services to be available for sale, of every kind and nature and wherever situate including inventories of raw materials, work-in-progress, finished goods and by-products, operating supplies and packaging materials, but does not include any inventory owned by customers of the Company which is located or stored at the Real Property by agreement between the Company and its customers.

“Laws” means applicable laws (including common law and civil law), statutes, by-laws, rules, regulations, Orders, ordinances, protocols, codes, guidelines, treaties, policies, notices, directions, decrees, judgments, awards or requirements, in each case of any Governmental Authority.

“Leased Real Property” means lands and/or premises that are used by the Company or any of the Subsidiaries and that are leased, subleased, licensed to or otherwise occupied by the Company or any of the Subsidiaries and the interest of the Company and the Subsidiaries in Improvements and Appurtenances.

“Legacy Benefit Plan Members” means persons who are not Employees nor former employees, directors or officers, individuals working on contract with the Company or any of the Subsidiaries or other individuals providing services to the Company or any of the Subsidiaries of a kind normally provided by employees (or any spouses, dependants, survivors or beneficiaries of any such persons).

"made available" means inclusion in the virtual data room maintained by the Company and to which the Purchaser has full access at least five (5) days prior to the date of this Agreement.

“Material Adverse Effect” means a change, effect or circumstance that, when considered either individually or in the aggregate together with all other adverse changes, effects or circumstances with respect to which such phrase is used in this Agreement, is materially adverse to, or could reasonably be expected to have a material adverse effect on, the financial condition or results of operations or business or prospects or assets of the Company and the Subsidiaries, taken as a whole.

“Material Contracts” means all agreements, Contracts, arrangements and commitments to which the Company or any of the Subsidiaries is a party and which are currently in effect and constitute any of the following:

“Multi-Employer Plans” means Benefit Plans to which the Company or any of the Subsidiaries is required to contribute and that are not maintained or administered by the Company or any of the Subsidiaries or its Affiliates.

“Non-Compete Covenant” has the meaning set forth in Section 3.6.

“Notice” has the meaning given in Section 12.3.

“Operating Earnings” means the Company’s operating earnings (which are after interest expense) before other earnings (expense) and before income taxes as set out in the Company’s audited financial statements, prepared in accordance with GAAP applied on a consistent and good faith basis in all periods that affect the Earn-out Calculation Statement and as adjusted for the items set forth in Schedule 1.1.

“Orders” means orders, injunctions, judgments, administrative complaints, decrees, rulings, awards, assessments, directions, instructions, penalties or sanctions issued, filed or imposed by any Governmental Authority or arbitrator, including Environmental Orders.

“Owned Real Property” means real property, owned or purported to be owned in fee simple, by the Company or any of the Subsidiaries, and real property, other than Leased Real Property, in which the Company or any of the Subsidiaries has an interest, including Improvements and Appurtenances.

“Parties” means each of the Vendors, the Purchaser, Questcor, the Company and the Vendors' Representative collectively, and “Party” means any one of them.

“Pension Plans” means Benefit Plans providing pensions, superannuation benefits or retirement savings including pension plans, top up pensions or supplemental pensions, “registered retirement savings plans” (as defined in the Income Tax Act (Canada)), “registered pension plans” (as defined in the Income Tax Act (Canada)) and “retirement compensation arrangements” (as defined in the Income Tax Act (Canada)).

“Pension Plan Unfunded Liability” means an unfunded liability in respect of any Pension Plan, including a going concern unfunded liability, a solvency deficiency or wind-up deficiency.

“Permitted Encumbrances” means the Encumbrances listed in Section 4.18 of the Disclosure Letter.

“Person” means any individual, sole proprietorship, partnership, firm, entity, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, Governmental Authority, and where the context requires any of the foregoing when they are acting as trustee, executor, administrator or other legal representative.

“Personal Information” means information in the possession or under the control of the Company or any of the Subsidiaries about an identifiable individual.

“Preferred Shares” means all of the issued and outstanding preferred shares of the Company, including the Class A preferred shares, the Class B preferred shares, the Class C preferred shares and the Class D preferred shares.

“Purchase Price” has the meaning given in Section 3.1.

“Purchased Shares” means all of the issued and outstanding shares in the capital of the Company, including the Preferred Shares.

“Purchaser Indemnified Parties” has the meaning given in Section 11.1.

“Questcor 8-K” has the meaning given in Section 12.1.

“Real Property” means Owned Real Property and Leased Real Property.

“Real Property Leases” means Contracts pursuant to which the Company or any of the Subsidiaries uses or occupies the Leased Real Property, including all rights to related Improvements and Appurtenances.

“Release” has the meaning prescribed in any Environmental Laws and includes any release, spill, leak, pumping, addition, pouring, emission, emptying, discharge, injection, escape, leaching, disposal, dumping, deposit, spraying, burial, abandonment, incineration, seepage, placement or introduction, whether accidental or intentional.

“Released Parties” has the meaning given in Section 11.7.

“Restricted Right” means any Contract or Governmental Authorization that by its terms requires consent or approval of the other party or parties thereto or the issuer for completion of the transactions contemplated by this Agreement or in respect of which the completion of the transactions contemplated by this Agreement will increase the obligations or decrease the rights or entitlements of the Company or any of the Subsidiaries under such Contract or Governmental Authorization.

“Statutory Plans” means statutory benefit plans that the Company or any of the Subsidiaries is required to participate in or comply with, including the Canada Pension Plan and plans administered pursuant to applicable health tax, workplace safety insurance and employment insurance legislation.

“Subsidiaries” means corporations in which the Company has a controlling interest including those listed in Section 4.4 of the Disclosure Letter.

“Tangible Personal Property” means machinery, equipment, furniture, furnishings, office equipment, computer hardware, supplies, materials, vehicles, material handling equipment, implements, parts, tools, jigs, dies, moulds, patterns, tooling and spare parts and tangible assets (other than Real Property and Inventory) owned or leased by the Company or any of the Subsidiaries, including (i) any of the foregoing that are in storage or in transit; (ii) other tangible personal property of the Company or any of the Subsidiaries whether located in or on the Real Property or elsewhere; (iii) any of the foregoing that may be attached to Real Property but are not Improvements, but does not include any personal property owned or leased by customers of the Company which is located or stored at the Real Property by agreement between the Company and its customers.

“Tax Returns” includes all returns, reports, declarations, elections, notices, filings, forms, statements and other documents (whether in tangible, electronic or other form) and including any amendments, schedules, attachments, supplements, appendices and exhibits thereto, made, prepared, filed or required to be made, prepared or filed by Law in respect of Taxes.

“Taxes” includes any taxes, duties, fees, premiums, assessments, imposts, levies and other charges of any kind whatsoever imposed by any Governmental Authority, including all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Authority in respect thereof, and including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, value-added, excise, stamp, withholding, business, franchising, property, development, occupancy, employer health, payroll, employment, health, social services, education and social security taxes, all surtaxes, all customs duties and import and export taxes, countervail and anti-dumping, all licence, franchise and registration fees and all employment insurance, health insurance and Canada and other government pension plan premiums or contributions.

“Technical Information” means know-how and related technical knowledge owned, used or held by the Company or any of the Subsidiaries, including:

“Technology” means Technical Information and Information Technology.

“Vendor’s Representative” has the meaning given in Section 1.6.

In this Agreement:

All accounting terms not specifically defined in this Agreement are to be interpreted in accordance with GAAP.

Any reference to the knowledge of any Party means to the best of the knowledge, information and belief of such Party after reviewing all relevant records and making due inquiries regarding the relevant matter of all relevant directors, officers and employees of such Party. In the case of the Vendors or the Company, knowledge of the Vendors or the Company includes knowledge of the relevant senior managers of the Company after making due inquiries of the relevant directors, officers and Employees of the Company and the Subsidiaries.

This Agreement, the agreements and other documents required to be delivered pursuant to this Agreement and the Confidentiality Agreement dated June 13, 2012, constitute the entire agreement between the Parties and set out all the covenants, promises, warranties, representations, conditions and agreements between the Parties in connection with the subject matter of this Agreement and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, pre-contractual or otherwise, including the letter of intent dated October 16, 2012. There are no covenants, promises, warranties, representations, conditions, understandings or other agreements, whether oral or written, pre-contractual or otherwise, express, implied or collateral between the Parties in connection with the subject matter of this Agreement except as specifically set forth in this Agreement and any document required to be delivered pursuant to this Agreement.

The schedules to this Agreement, listed below, are an integral part of this Agreement:

Schedule        Description

Schedule 1.1        Adjustments to Operating Earnings

Schedule 3.2        Allocation of Purchase Price

Schedule 3.3(m)    Arbitration

Schedule 7.3        Required Approvals

Schedule 7.7        Form of Employment Agreement

Schedule 7.9        Form of Opinion from Vendors' Counsel

Schedule 7.10        Form of Opinion from Counsel for Lauren Holdings Inc.

Schedule 8.5        Form of Opinion from Purchaser’s Counsel

Schedule 11.1        Indemnity

Schedule 12.3        Notices

Subject to the provisions of this Agreement, at the Closing Time:

The Closing will take place at the Closing Time at the offices of Osler, Hoskin & Harcourt LLP in the City of Toronto, remotely via the exchange of documents and signatures, or at such other place as may be agreed upon by the Parties.

Subject to Section 3.4, the aggregate amount payable by the Purchaser for the Purchased Shares (the “Purchase Price”), exclusive of all applicable sales and transfer taxes, is equal to:

in no event will the total Purchase Price exceed $100 million.

The Purchaser will satisfy the Purchase Price as follows:

The Purchase Price shall be paid to Stewart McKelvey, in trust, on behalf of each of the Vendors and will be distributed by Stewart McKelvey in accordance with a direction executed by each of the Vendors and in the proportions set forth in Schedule 3.2; for greater certainty, unless a direction is delivered by the Vendors’ Representative to the Purchaser providing for different instructions with respect to the payment of the Earn-Out Amounts, the Purchaser shall deliver the applicable Earn-Out Amounts to Stewart McKelvey, in trust, on behalf of the Vendors and such amounts will be distributed by Stewart McKelvey in accordance with a direction executed by each of the Vendors and in the proportions set forth in Schedule 3.2. The Purchaser shall have no responsibility or liability relating to the distribution of the Purchase Price by Stewart McKelvey to the Vendors.

minus:

Notwithstanding anything else in the Agreement the Purchase Price is reduced by (i) the amount of any third party funding that the Company may be required to re-pay due to the failure to obtain the consent or consents relating to the agreements referenced in paragraph 1 of Section 4.8 of the Disclosure letter, which amount, if any, shall be held back by Purchaser pending the Vendors obtaining such consent or consents prior to the Company being required to make (and actually making) such repayment, and (ii) the amount of any indemnity claims paid to the Purchaser pursuant to Article 11.

Any payment required to be made by the Purchaser to the Vendors will be made by wire transfer of immediately available funds to Stewart McKelvey, in trust. Any payment required to be made by the Vendors to the Purchaser shall be made by wire transfer of immediately available funds to a bank account designated in writing by the Purchaser. Notwithstanding anything in this Agreement to the contrary, the Purchaser shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement any amount as may be required to be deducted and withheld with respect to the making of such payment under any provision of any Tax Law. To the extent that amounts are so withheld or deducted by the Purchaser, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such person in respect of which such deduction and withholding was made by the Purchaser.

The Parties agree that the consideration for the agreement by the Vendors not to compete in accordance with the terms of the non-competition agreement referenced in Articles 7 and 8 hereof (the “Non-Compete Covenant”) is included in the Purchase Price for the Purchased Shares. In accordance with the requirements of the Income Tax Act (Canada), the regulations thereunder, the administrative practice and policy of the Canada Revenue Agency and any applicable equivalent or corresponding provincial or territorial legislative, regulatory and administrative requirements, the Vendors and the Purchaser shall make and file, in a timely manner, a joint election(s) under subsection 56.4(3)(c) of the Income Tax Act (Canada), and any equivalent or corresponding provision under applicable provincial or territorial tax legislation to not have the rules in subsection 56.4(2) and any equivalent or corresponding provision under applicable provincial or territorial tax legislation, apply in respect of the Non-Compete Covenant. The Parties shall prepare and file their respective tax returns in a manner consistent with subsection 56.4(9). If a Party fails to file its tax returns in such manner, it shall indemnify and save harmless the other Parties in respect of any resulting taxes and legal and accounting expenses paid or incurred by the other Party.

The Vendors and the Company jointly and severally represent and warrant to the Purchaser the matters set out below, subject to such exceptions as are specifically disclosed in the disclosure letter from the Vendors addressed to the Purchaser and dated as of the date of this Agreement, and as of the Closing, as though made at the Closing (except where a representation or warranty is made herein as of a specified date, as of such date) (the "Disclosure Letter").

The Company is a corporation duly incorporated and validly existing under the laws of Prince Edward Island and has all necessary corporate power, authority and capacity to own its assets and to carry on its business as presently conducted. Each of the Subsidiaries is a corporation duly incorporated and validly existing under the laws of its jurisdiction of incorporation and has all necessary corporate power, authority and capacity to own its assets and to carry on its business as presently conducted.

Neither the nature of the Company’s business nor the location or character of the assets owned or leased by the Company requires it to be registered, licensed or otherwise qualified as an extra-provincial or foreign corporation in any jurisdiction other than in the Province of Prince Edward Island where it is duly registered, licensed or otherwise qualified for such purpose and other than jurisdictions where the failure to be so registered, licensed or otherwise qualified does not have a Material Adverse Effect. Neither the nature of its business nor the location or character of the assets owned or leased by any of the Subsidiaries requires it to be registered, licensed or otherwise qualified as an extra-provincial or foreign corporation in any jurisdiction other than jurisdictions where the relevant Subsidiary is duly registered, licensed or otherwise qualified for such purpose and other than jurisdictions where the failure to be so registered, licensed or otherwise qualified does not have a Material Adverse Effect.

Other than Earl Duffy, none of the Vendors is a non-resident of Canada for the purposes of the Income Tax Act (Canada).

The Subsidiaries listed in Section 4.4 of the Disclosure Letter are all of the Subsidiaries of the Company. The Company is the sole registered and beneficial owner of all of the issued and outstanding shares in the capital of each of the Subsidiaries, free and clear of all Encumbrances. Except as disclosed in Section 4.4 of the Disclosure Letter, the Company does not own, or have any interest in any shares or have an ownership interest in any other Person other than its shareholdings in the Subsidiaries.

Section 4.6 of the Disclosure Letter sets forth the authorized and issued share capital of the Company and the Subsidiaries and a true, correct and complete list of all the Company's and each Subsidiaries' shareholders and the number of shares owned by each shareholder. All of the Purchased Shares and all of the shares in the Subsidiaries have been duly and validly issued and are outstanding as fully paid and non-assessable shares. No options, warrants or other rights to purchase shares or other securities of the Company or any of the Subsidiaries and no securities or obligations convertible into or exchangeable for shares or other securities of the Company or any of the Subsidiaries have been authorized or agreed to be issued or are outstanding.

The Vendors and the Company have all necessary power, authority and capacity to enter into this Agreement and to carry out their respective obligations under this Agreement. This Agreement constitutes, and each other agreement to be executed by the Vendors or the Company in connection with the Closing will constitute, a valid and binding obligation of the Vendors or the Company, as the case may be, enforceable against them in accordance with its terms.

Except for the Restricted Rights that are listed at Section 4.8 of the Disclosure Letter, neither the Company nor any of the Subsidiaries is a party to, bound or affected by or subject to any:

that would be violated, breached by, or under which default would occur or an Encumbrance would be created, or in respect of which the obligations of the Company or any of the Subsidiaries will increase or the rights or entitlements of the Company or any of the Subsidiaries will decrease or any obligation on the part of the Company or any of the Subsidiaries to give notice to any Governmental Authority will arise, as a result of the execution and delivery of, or the performance of obligations under, this Agreement or any other agreement to be entered into under the terms of this Agreement. Except as disclosed in, or pursuant to, the provisions of this Agreement, Section 4.8 of the Disclosure Letter or in the ordinary course of business, there has been no sale, assignment, subletting, licensing or granting of any rights in or other disposition of or in respect of any of the Company’s or any of the Subsidiaries' assets or any granting of any Contract or right capable of becoming an agreement or option for the purchase, assignment, subletting, licensing or granting of any rights in or other disposition of any of such assets.

Neither Company nor any of the Subsidiaries is engaged in any of the activities described in section 14.1(5) of the Investment Canada Act (Canada).

The Financial Statements are set forth in Section 4.11 of the Disclosure Letter and have been made available to the Purchaser. Except as set forth in Section 4.11 of the Disclosure Letter, the Financial Statements have been prepared in accordance with GAAP applied on a basis consistent with that of the preceding period and present fairly:

The Company maintains internal accounting controls sufficient to provide reasonable assurance that (i) the Company does not maintain any off-the-book accounts and that its assets are used in accordance with the Company's management directives; (ii) transactions are executed with management's authorization; (iii) transactions are recorded as necessary to permit preparation of the Financial Statements of the Company and to maintain accountability for the Company's assets; and (iv) Accounts Receivable, notes and other receivables and work in process Inventories are recorded accurately, and proper and adequate procedures are implemented to effect the collection of Accounts Receivable, notes and other receivables on a current and timely basis. The reserves and Accrued Liabilities disclosed on or reflected in the Financial Statements and the Books and Records, are recorded in amounts equal to the liabilities in respect of which they have been established.

Neither the Company, nor any of the Subsidiaries has incurred any liabilities (whether accrued, absolute, contingent or otherwise) that continue to be outstanding including any guarantee, surety or indemnity in respect of indebtedness, or other obligations, of any Person, or any other commitment by which the Company is, or is contingently, responsible for such indebtedness or other obligations, except (a) as disclosed in the Financial Statements; (b) as disclosed on Section 4.12 of the Disclosure Letter; or (c) as incurred in the ordinary course of business.

Since the date of the Balance Sheet:

No director or officer, former director or officer, shareholder or Employee of, or any other Person not dealing at arm’s length with the Company or any of the Subsidiaries or the Vendors is engaged in any transaction or arrangement with or is a party to a Contract with, or has any indebtedness, liability or obligation to, the Company or any of the Subsidiaries, except as set out in Section 4.14 of the Disclosure Letter or for employment arrangements with Employees, the terms of which are disclosed in Section 4.32 of the Disclosure Letter.

Except as set out in Section 4.15 of the Disclosure Letter, neither the Company nor any of the Subsidiaries is a party to any material strategic alliance or co-operative agreement and is not a partner, beneficiary, trustee, co-tenant, joint-venturer or otherwise a participant in any partnership, trust, joint venture, co-tenancy or similar jointly owned business undertaking and neither the Company nor any of the Subsidiaries have any significant investment interests in any business owned or controlled by any third party.

Section 4.16 of the Disclosure Letter sets forth a comprehensive listing of each supplier of goods and services to, and each customer of, the Company or any of the Subsidiaries to whom the Company and the Subsidiaries paid or billed in excess of $50,000 in the aggregate during the 12-month period ending August 31, 2012, together with, in each case, the amount so billed or paid. Since September 1, 2011, there has been no termination or material adverse modification or change in the business relationship with any such supplier or customer. No such supplier or customer has informed the Vendors of any intention to change its relationship or the terms upon which it conducts business with the Company or any of the Subsidiaries as a result of a sale of the Company (by change of control or otherwise). There is not currently any dispute pending, or to the knowledge of the Vendors, threatened, between the Company or any of the Subsidiaries and any such customer or supplier.

The Real Property, Real Property Leases, Tangible Personal Property, Equipment Contracts, Appurtenances, Accounts Receivable, Intellectual Property, Technology, Environmental Approvals, Governmental Authorizations, Improvements, Inventories of the Company and the Subsidiaries and equipment of customers of the Company or any of its Subsidiaries located on the Real Property for use by the Company or any of its Subsidiaries, which equipment is listed in Section 4.17 of the Disclosure Letter, are sufficient for the continued conduct of the Company’s and the Subsidiaries' businesses after the Closing in substantially the same manner as conducted prior to the Closing.

Except with respect to Intellectual Property, Technology and Real Property, each of the Company and the Subsidiaries are the sole legal and beneficial and (where its interests are registrable) the sole registered owners of all of its assets and interests in its assets, with good and valid title, free and clear of all Encumbrances other than Permitted Encumbrances.

The Tangible Personal Property is in good condition, repair and (where applicable) proper working order, having regard to its use and age and such assets have been properly and regularly maintained. All leases of Tangible Personal Property are in full force and effect unamended and have been made available to the Purchaser. All such leases are in good standing and there are no outstanding defaults on the part of the Company or any of the Subsidiaries or, to the knowledge of the Vendors, on the part of any other party thereto. All Tangible Personal Property of the Company or any of the Subsidiaries is used, operated, maintained and functions in accordance with all applicable Laws.

All of the assets of the Company and the Subsidiaries are located on the Real Property.

All Accounts Receivable are recorded in the financial records of the Company and the Subsidiaries. Except as set out in Section 4.22 of the Disclosure Letter, the Accounts Receivable are good and collectible at the aggregate recorded amounts, except to the extent of any reserves and allowances for doubtful accounts provided for such Accounts Receivable in the Books and Records, and are not subject to any defence, counterclaim or set off. The Accounts Receivable reflected on the Balance Sheet have arisen from bona fide transactions in the ordinary course of the business of the Company and the Subsidiaries and are valid obligations of the respective makers thereof consistent with past practice, are not subject to any pledge, dispute, defence, set-off or other Claim and are collectable in the ordinary course consistent with past practice, net of reserves shown on the Balance Sheet, and no further goods or services must be provided in order to complete the sales and to entitle the Company or any of the Subsidiaries to collect. Except for Permitted Encumbrances, none of such Accounts Receivable have been pledged or assigned to any other Person.

Section 4.23 of the Disclosure Letter sets forth a complete list of all Contracts or agreements relating to grants or other forms of assistance, including loans received by the Company or any of the Subsidiaries, from any Governmental Authority.

The operations of the Company and the Subsidiaries have been and are now conducted in compliance with all Laws of each jurisdiction the Laws of which have been and are now applicable to the business or products of, or products produced by, the Company or any Subsidiary, including any such Laws enforced by Health Canada, the U.S. Food and Drug Administration and comparable foreign Governmental Authorities including applicable GMPs and neither the Company, nor any of the Subsidiaries have received any notice of any alleged violation of any such Laws. The Company and the Subsidiaries have developed and implemented corporate policies and procedures designed to provide for compliance in all material respects with applicable Laws and have complied with such policies and procedures in all material respects. Except as set forth in Section 4.24 of the Disclosure Letter or as related to workers’ compensation matters, there are no, and there have not during the last five years been any, adverse or negative past performance evaluations or ratings by any Governmental Authority relating to the business or products of the Company and the Subsidiaries that have been communicated to the Company or any of the Subsidiaries. Since January 1, 2007, there has not been, nor is there currently under consideration by the Company, or to the knowledge of the Company, any supplier, third-party manufacturer, finished product manufacturer, component manufacturer, vendor, agent, or distributor of any product for the Company, or to the knowledge of the Company, any Government Authority, any recall, market withdrawal, product correction, stock recovery, safety alert or other warning or notice that any product designed, manufactured, marketed, sold, leased, licensed or delivered with respect to the Company’s business or products is defective or unsafe or fails to meet any regulations or standards promulgated or issued by any Government Authority (whether voluntary or involuntary or whether at the request of a Government Authority or at the direction of the Company). Since January 1, 2007, to the knowledge of the Company, no event has occurred and no circumstances exist that (with or without notice or lapse of time) would reasonably be expected to result in any such liability or recall, withdrawal, product correction, stock recovery, safety alert or other warning or notice.

Section 4.25 of the Disclosure Letter sets forth a complete list of the Governmental Authorizations, other than the Environmental Approvals that are listed in Section 4.30 of the Disclosure Letter, and, except for certain portions of such Governmental Authorizations which have been redacted to protect customer proprietary information, true and complete copies of such authorizations have been delivered or made available to the Purchaser. The Governmental Authorizations listed in Section 4.25 and 4.30 of the Disclosure Letter are all the authorizations required by the Company and the Subsidiaries to enable it to carry on its businesses in compliance with all Laws. Such Governmental Authorizations are valid, in full force and effect in accordance with their terms, and no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result in a violation or default of any such Governmental Authorization or that gives others any right of termination, amendment or cancellation of any such Government Authorizations or that gives rise to an obligation on the part of the Company or any of the Subsidiaries to undertake or bear any cost. No proceedings are pending or, to the knowledge of the Vendors, threatened and no event has occurred or facts exist that could result in their revocation, cancellation, non-renewal, adverse modification or limitation and all steps have been taken and filings made on a timely basis with respect to each Governmental Authorization and its renewal. The Company and its Subsidiaries are in compliance with all material respects with the terms of the Governmental Authorizations. The Vendors have made available to the Purchaser all warning letters, inspection and audit reports and similar written correspondence relating to any Governmental Authorizations received from Health Canada or comparable foreign Governmental Authority, all internal assessments and audit reports generated by the Company as a result of correspondence by Governmental Authorities, and any responses relating to the Company's compliance or non-compliance with the Governmental Authorizations. Neither the Company, nor to the knowledge of the Company, any of its Employees has been or, as of the date hereof, is the subject of a notice, action or proceeding that has subjected or could reasonably subject the Company to permissive or mandatory disqualification, debarment or exclusion by any Governmental Authority from participation in federal (Canadian or U.S.) healthcare programs, and no such disqualification, debarment, suspension, or exclusionary claims, actions, proceedings or investigations are pending or, to the knowledge of the Company, threatened against any of it.

Section 4.27 of the Disclosure Letter sets forth a complete list of all Equipment Contracts, which have been made available to the Purchaser, together with a description of the Tangible Personal Property to which the Equipment Contracts relate. The Equipment Contracts listed in Section 4.27 of the Disclosure Letter are all those used to earn the revenue shown on the Financial Statements. All of the Equipment Contracts are in full force and effect unamended, and there are no outstanding defaults (or events that would constitute a default with the passage of time or giving of notice or both) under the Equipment Contracts on the part of the Company or any of the Subsidiaries or, to the knowledge of the Vendors, on the part of any of the other parties thereto. The interests of the Company and the Subsidiaries under each of the Equipment Contracts is held free and clear of any Encumbrance except Permitted Encumbrances, and all payments due under the Equipment Contracts have been duly and punctually paid.

None of the Company, the Subsidiaries or any Employee is a party to any collective agreement with any union. There are no outstanding or threatened labour board proceedings of any kind, including any proceedings which could result in certification of a trade union as bargaining agent for Employees, and there have not been any such proceedings within the last two years. There are no threatened or apparent union organizing activities involving any Employees. Neither the Company, nor any of the Subsidiaries has any serious labour problems that might lead to an interruption in the operations at any location.

Except as disclosed in Section 4.35 of the Disclosure Letter:

Each of the Company and the Subsidiaries maintains such policies of insurance, issued by responsible insurers, as are appropriate to its operations, property and assets, in such amounts and against such risks as are customarily carried and insured against by owners of comparable businesses, properties and assets. All such policies of insurance are in full force and effect, the Company or any of the Subsidiaries is not in default, as to the payment of premiums or otherwise, under the terms of any such policy, and the Company and each of the Subsidiaries is otherwise in compliance with the terms and conditions of all such policies. Neither the Company nor any of the Subsidiaries has received any written notice of cancellation of, premium increase with respect to, or alteration of coverage under, any of its insurance policies. There are no claims related to the business of the Company or any of the Subsidiaries pending under any of the insurance policies as to which coverage has been questioned, denied or disputed or in respect of which there is an outstanding reservation of rights. Section 4.36 of the Disclosure Letter sets forth (i) a complete list of all policies of insurance that the Company and each of the Subsidiaries maintains and the particulars of such policies, including the name of the insurer, the risk insured against, the amount of coverage and the amount of any deductible and a summary of all claims under each such policy for the past five years; (ii) details of any self-insurance arrangements by or affecting the Company or any of the Subsidiaries, including any reserves established thereunder; and (iii) details of any insurance coverage provided to third parties and details of the policies under which such coverage is provided. The Company has made available true and complete copies of all insurance policies listed on Section 4.36 of the Disclosure Letter.

Section 4.37 of the Disclosure Letter sets forth a complete list of the Material Contracts which are all in full force and effect unamended and there are no outstanding defaults (or events that would constitute a default with the passage of time or giving of notice or both) under any such Material Contract on the part of the Company or any of the Subsidiaries, or on the part of any other party to such Material Contracts. Each of the Company and the Subsidiaries has the capacity, including the necessary personnel and equipment, to perform all its obligations under the Material Contracts. Except as disclosed in Section 4.37 of the Disclosure Letter, no consent is required nor is any notice required to be given under any Material Contract by any Person in connection with the completion of the transaction contemplated by this Agreement in order to maintain all rights of the Company or any of the Subsidiaries under such Material Contract. The completion of the transactions contemplated by this Agreement will not result in any default under any such Material Contract nor afford any Person the right to terminate any such Material Contract, nor will the completion of such transactions result in any additional or more onerous obligation on the Company or any of the Subsidiaries under any such Material Contract. True and complete copies of all Material Contracts have been made available to the Purchaser.

There are no Claims, investigations or other proceedings, including appeals and applications for review, in progress, or, to the knowledge of the Vendors, pending or threatened against or relating to the Company or any of the Subsidiaries before any Governmental Authority, that, if determined adversely to the Company or any of the Subsidiaries, would:

and neither the Vendors nor the Company have any knowledge of any existing ground on which any such action, suit, Claim, litigation or proceeding might be commenced with any reasonable likelihood of success. Except as disclosed in Section 4.38 of the Disclosure Letter, there is no judgment, decree, injunction, rule or Order of any Governmental Authority or arbitrator outstanding against the Company or any of the Subsidiaries. Copies of all of the audit response letters from all counsel to the Company and the Subsidiaries for the last five (5) years have been made available to the Purchaser. Except as set out in Section 4.38 of the Disclosure Letter and matters relating to workers’ compensation that have been made available, neither the Company, nor any of the Subsidiaries has undergone during the last three years, or is currently undergoing, any audit, review, inspection, investigation or examination of records by a Governmental Authority relating to the businesses of the Company or the Subsidiaries.

Except as specifically disclosed in Section 4.39 of the Disclosure Letter:

All Books and Records requested by the Purchaser have been delivered or made available to the Purchaser. Such Books and Records fairly and correctly set out and disclose in all material respects the financial position of the Company and the Subsidiaries, and all material financial transactions relating to its business have been accurately recorded in such Books and Records. Books and Records stored on computer-related or other electronic media are appropriately organized and indexed and no data conversions, translations or technology upgrades are required before such data can be accessed, read, searched and used by the Company’s or any of the Subsidiaries' current Information Technology.

Except as disclosed in Section 4.42 of the Disclosure Letter, no customers of the Company or any of the Subsidiaries are entitled to or customarily receive discounts, allowances, rebates, credits, preferential terms, or similar reductions in price or other trade terms arising from any agreements or understandings (whether written or oral) with or concessions granted to any customer. Except as described in Section 4.42 of the Disclosure Letter, all such discounts, allowances, rebates, credits, preferential terms, or similar reductions in price or other trade terms, including contra transactions, are at the same levels as have been in existence for the three (3) immediately preceding fiscal years and are consistent with industry practice. Section 4.42 of the Disclosure Letter also includes a summary of all marketing and pricing policies, including promotions and trade allowances, that are currently in effect or that have been in effect during any of the last three (3) years.

Section 4.43 of the Disclosure Letter sets forth a complete list of all notifications, approvals and consents required to be obtained from third parties by the Company or any of the Subsidiaries in connection with the execution, delivery and performance of this Agreement or any other documents and agreements to be delivered under this Agreement.

Section 4.44 of the Disclosure Letter sets out a complete list of every outstanding power of attorney granted by the Company or any of the Subsidiaries and the names of all Persons who have been given the authority to act on behalf of the Company or any of the Subsidiaries. Copies of all outstanding powers of attorney granted by the Company or any of the Subsidiaries have been made available to the Purchaser.

The Vendors have carried on all negotiations relating to this Agreement and the transactions contemplated in this Agreement directly and without intervention on its behalf of any other party in such manner as to give rise to any valid claim for a brokerage commission, finder’s fee or other like payment against the Purchaser, the Company or any of the Subsidiaries.

All personal property owned or leased by customers of the Company that is located or stored at the Real Property is in good condition, repair (and where applicable) proper working order, and such assets have been used and maintained properly and in accordance with the terms of any agreement between the Company and such customers, and the Company maintains policies of insurance that will cover any losses associated with such property.

No representation or warranty contained in this Agreement, and no statement contained in the Disclosure Letter or any certificate, list, summary or other disclosure document provided or to be provided to the Purchaser pursuant to this Agreement or in connection with the transactions contemplated hereby contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact which is necessary in order to make the statements contained herein not misleading.

The Purchaser and Questcor jointly and severally represent and warrant to the Vendors the matters set out below and as of the Closing, as though made at the Closing:

The Purchaser is a corporation existing under the laws of the Province of Prince Edward Island.

Questcor is a corporation existing under the laws of the State of California.

Each of the Purchaser and Questcor have all necessary corporate power, authority and capacity to enter into this Agreement and to carry out their obligations under this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action of each of the Purchaser and Questcor. This Agreement constitutes, and each other agreement to be executed by the Purchaser and Questcor in connection with the Closing will constitute, a valid and binding obligation of the Purchaser and Questcor enforceable against each of them in accordance with its terms.

Neither the Purchaser nor Questcor is a party to, bound or affected by or subject to any:

that would be violated, breached by, or under which default would occur or an Encumbrance would be created as a result of the execution and delivery of, or the performance of obligations under, this Agreement or any other agreement to be entered into under the terms of this Agreement.

No approval, Order, consent of or filing with any Governmental Authority, other than as required by applicable stock exchange rules and regulations or as required by matters specific to the Company, is required on the part of the Purchaser or Questcor in connection with the execution, delivery and performance of this Agreement or any other documents and agreements to be delivered under this Agreement or the performance of the Purchaser’s or Questcor’s obligations under this Agreement or any other documents and agreements to be delivered under this Agreement.

The Purchaser is a “WTO investor” within the meaning of the Investment Canada Act (Canada).

There are no Claims, investigations or other proceedings, including appeals and applications for review, in progress or, to the knowledge of the Purchaser or Questcor, pending or threatened against or relating to the Purchaser or Questcor, before any Governmental Authority that, if determined adversely to the Purchaser or Questcor, would,

and neither the Purchaser nor Questcor have any knowledge of any existing ground on which any such action, suit, litigation or proceeding might be commenced with any reasonable likelihood of success.

The Purchaser has or will have all funds on hand necessary to pay the Purchase Price in accordance with terms of this Agreement.

The Purchaser and Questcor have carried on all negotiations relating to this Agreement and the transactions contemplated in this Agreement directly and without the intervention on its behalf of any other party in such manner as to give rise to any valid claim for a brokerage commission, finder’s fee or other like payment.

No investigations made by or on behalf of the Purchaser or Questcor at any time have the effect of waiving, diminishing the scope of or otherwise affecting any representation or warranty made by the Vendors or the Company in or pursuant to this Agreement. No waiver of any condition or other provisions, in whole or in part, constitutes a waiver of any other condition or provision (whether or not similar), nor does such waiver constitute a continuing waiver unless otherwise expressly provided.

All representations, warranties and covenants contained in this Agreement on the part of each of the Parties survive:

in each case, for the same period of time during which an obligation to indemnify exists pursuant to Article 11.

The obligation of the Purchaser to complete the purchase of the Purchased Shares under this Agreement is subject to the satisfaction of, or compliance with, at or before the Closing Time, each of the following conditions (each of which is acknowledged to be inserted for the exclusive benefit of the Purchaser and may be waived in whole or in part).

All of the representations and warranties of the Vendors and the Company made in or pursuant to this Agreement must be true and correct as at the Closing Time and with the same effect as if made at and as of the Closing Time in all material respects (except in the case of any representation or warranty that includes a materiality qualification, which must be true and correct in all respects) and the Purchaser must have received a certificate from a senior officer of the Company at Closing confirming such truth and correctness of the representations and warranties contained in this Agreement.

The Vendors and the Company must have performed or complied with, in all respects, all their obligations and covenants under this Agreement, and the Purchaser must have received a certificate from a senior officer of the Company confirming such performance or compliance.

The Vendors and the Company must cooperate with the Purchaser and use all reasonable efforts to obtain and diligently assist the Purchaser in obtaining all necessary consents, approvals and authorizations under any applicable Law or required pursuant to any Contract prior to Closing, including those consents, approvals and authorizations set forth in Section 4.43 of the Disclosure Letter. All consents and approvals required under the Contracts set out in Schedule 7.3 or by any Governmental Authority must have been obtained at or before the Closing Date on terms acceptable to the Purchaser.

The Purchaser must have received evidence satisfactory to it that all Encumbrances other than Permitted Encumbrances have been discharged and that the assets of the Company and the Subsidiaries are free and clear of all Encumbrances other than Permitted Encumbrances.

There shall be no Orders issued preventing, and no pending or threatened Claims, or proceeding, judicial or administrative or investigation against the Company or any of the Subsidiaries by any Governmental Authority, for the purpose of enjoining, delaying, restricting or preventing the consummation of the transactions contemplated by this Agreement or otherwise claiming that this Agreement or the consummation of such transactions is improper or would give rise to proceedings under any Laws.

Each of the Vendors and Mr. Regis Duffy, in his personal capacity, must have executed and delivered to the Purchaser a non-competition, non-solicitation and confidentiality agreement dated as of Closing, substantially in the form attached as Schedule 7.6, in order to restrict each of them and any of their Affiliates from competing with the business of the Company, employing Employees of the Company or disclosing confidential information for a period of five years following the Closing.

Ron Keefe, Dale Zajicek and Gordon Rogers must have executed and delivered to the Purchaser an employment agreement with the Company dated as of Closing, substantially in the form attached as Schedule 7.7. In addition, the employees who will participate as beneficiaries under the 2012 BV Employee Share Ownership Trust shall sign new confidentiality and intellectual property assignment agreements in a form satisfactory to the Purchaser, acting reasonably.

The Vendors must have executed and delivered to the Purchaser, a governance document dated as of Closing in a form reasonably satisfactory to the Vendors and the Purchaser in order to set forth the governance principles to be used to govern the conduct of the business of the Company.

Counsel for the Vendors, Stewart McKelvey, must have delivered to the Purchaser an opinion dated the Closing Date, substantially in the form attached as Schedule 7.9, which opinion may rely on certificates of one or more senior officers of the Company as to factual matters and may rely on opinions of local counsel with respect to matters governed by laws other than the laws of the Province of Prince Edward Island.

Counsel for the Lauren Holdings Inc. must have delivered to the Purchaser an opinion dated the Closing Date, substantially in the form attached as Schedule 7.10, which opinion may rely on certificates of one or more senior officers of Lauren Holdings Inc. as to factual matters and may rely on opinions of local counsel with respect to matters governed by laws other than the laws of the Province of Prince Edward Island

All documentation relating to the due authorization and completion of the sale and purchase of the Purchased Shares under this Agreement and all actions and proceedings taken on or prior to Closing, in connection with the performance by the Vendors of their obligations under this Agreement, must be satisfactory to the Purchaser, acting reasonably, and the Purchaser must have received copies of all such documentation or other evidence as it may reasonably request in order to establish the consummation of the transactions contemplated in this Agreement and the taking of all necessary proceedings in connection with such transactions in compliance with these conditions, in form (as to certification or otherwise) and substance satisfactory to the Purchaser, acting reasonably.

The obligations of the Vendors to complete the sale of the Purchased Shares under this Agreement are subject to the satisfaction or compliance with, at or before the Closing Time, each of the following conditions (each of which is acknowledged to be inserted for the exclusive joint benefit of the Vendors and may be waived by the Vendors' Representative in whole or in part).

All of the representations and warranties of the Purchaser and Questcor made in or pursuant to this Agreement must be true and correct as at the Closing Time and with the same effect as if made at and as of the Closing Time in all material respects (except in the case of any representation or warranty that includes a materiality qualification, which must be true and correct in all respects), and the Vendors must have received a certificate from a senior officer of the Purchaser at Closing confirming such truth and correctness of the representations and warranties contained in this Agreement.

The Purchaser must have performed or complied with, in all respects, all its obligations and covenants under this Agreement, and a certificate from a senior officer of the Purchaser must be provided to the Vendors confirming such performance or compliance.

The Purchaser must have executed and delivered to the Vendors an employment agreement with each of Ron Keefe, Dale Zajicek and Gordon Rogers dated as of Closing, substantially in the form attached as Schedule 7.7.

The Purchaser must have executed and delivered to the Vendors, a governance document dated as of Closing in a form reasonably satisfactory to the Vendors and the Purchaser in order to set forth the governance principles to be used to govern the conduct of the business of the Company.

Counsel for the Purchaser in Prince Edward Island must have delivered to the Vendors an opinion dated the Closing Date, substantially in the form attached as Schedule 8.5.

All consents, approvals and authorizations set out in Schedule 7.3 shall have been obtained prior to Closing.

There shall be no Orders issued preventing the consummation of the transactions contemplated by this Agreement.

All documentation relating to the due authorization and completion of the sale and purchase of the Purchased Shares under this Agreement and all actions and proceedings taken on or prior to Closing, in connection with the performance by the Purchaser of its obligations under this Agreement, must be satisfactory to the Vendors, acting reasonably, and the Vendors must have received copies of all such documentation, cheques or wire transfers or other evidence as they may reasonably request in order to establish the consummation of the transactions contemplated in this Agreement and the taking of all necessary proceedings in connection with such transactions in compliance with these conditions, in form (certification or otherwise) and substance satisfactory to the Vendors.

Except as permitted or contemplated by this Agreement, prior to the Closing the Vendors shall cause the Company and the Subsidiaries not to, and neither the Company, nor any of the Subsidiaries shall, without the prior written approval of the Purchaser, not to be unreasonably withheld:

Each of the Parties will take all such actions as are within its power to control, and use reasonable commercial efforts to cause other actions to be taken which are not within its power to control, so as to ensure compliance with each of the conditions and covenants set forth in Article 7, Article 8 and Article 9, which are for the benefit of any other Party, provided that the Parties shall not be required to dispose of or make any changes to its business, the business of any of its Affiliates or the business of the Company or any of the Subsidiaries, or expense any material amounts or incur any other obligation in order comply with this Section.

The Vendors and the Company shall notify the Purchaser, and the Purchaser shall notify the Vendors’ Representative and the Company, promptly upon any representation or warranty made by it contained in this Agreement becoming incorrect prior to Closing, and for the purposes of this Section 9.4, unless otherwise specified, each representation and warranty shall be deemed to be given at and as of all times from the date of this Agreement to the Closing Date. Any such notice shall set out particulars of the untrue or incorrect representation or warranty and details of any actions being taken by the Vendor, the Company or the Purchaser, as the case may be, to rectify the incorrectness. No such notice will relieve either Party of any right or remedy provided for in this Agreement.

The Purchaser will cause each of the Company and the Subsidiaries to duly and timely make or prepare all Tax Returns required to be made or prepared by it and to duly and timely file all Tax Returns required to be filed by it for any period that ends on or before the Closing Date and for which Tax Returns have not been filed as of such date. The Purchaser may cause the Company or any of its Subsidiaries to make the election referred to in subsection 256(9) of the Income Tax Act (Canada), and comparable provisions of applicable provincial or territorial legislation, and to file such election for the Company’s and the Subsidiaries' taxation year ending immediately before the Closing Time. The Vendors and the Purchaser will cooperate fully with each other and make available to each other in a timely fashion such data and other information as may reasonably be required for the preparation of any Tax Return of the Company and the Subsidiaries for a period ending on, prior to or including the Closing Date and will preserve such data and other information until the expiration of any applicable limitation period under any applicable law with respect to Taxes.

From the date of this Agreement to Closing, the Vendors and the Company shall not directly or indirectly, solicit, initiate or encourage any inquiries or proposals from, discuss or negotiate with, provide any confidential information to, or consider the merits of other inquiries or proposals from, or enter into any Contract with, any Person (other than the Purchaser or Questcor) relating to any transaction involving: (a) the sale of any shares of the Company or any of the Subsidiaries; (b) the sale of the business or any assets of the Company or any of the Subsidiaries other than in the ordinary course; or (c) an amalgamation, merger or consolidation of the Company or any of the Subsidiaries with any body corporate. The Company and/or the Vendors shall promptly notify the Purchaser of the existence of any written proposal or inquiry received after the date of execution of this Agreement by the Company or anyone acting on its behalf, the Person that submitted such written proposal or inquiry and the terms thereof.

Each of the Vendors and the Company agrees that the Shareholders Agreement dated effective December 31, 2011 between the Company, Dale Zajicek, Gordon Rogers, Ron Keefe, and Lauren Holdings Inc. and the Shareholders Agreement dated effective December 31, 2011 between the Company and the Vendors (together, the “Shareholders Agreements”) are hereby terminated effective immediately prior to the Closing without the necessity of any further action by any of the Vendors or the Company and the parties agree that upon Closing each of the Shareholders Agreements shall be of no further force or effect.

terminate on the date that is the last day of the 15 year ultimate limitation period;

The rights of indemnity in Section 11.1 and 11.2 are not prejudiced by the exercise of a termination right contained in Article 10. The Purchaser, Questcor, the Vendors and the Company acknowledge that the failure to comply with a covenant or obligation contained in this Agreement may give rise to irreparable injury to the other Parties inadequately compensable in damages. Accordingly, in addition to seeking indemnification under Section 11.1 and any other remedies otherwise available at Law, the Parties may also seek to enforce the performance of this Agreement by injunction or specific performance upon application to a court of competent jurisdiction without proof of actual damage (and without requirement of posting a bond or other security). This Article 11 remains in full force and effect in all circumstances and is not terminated by any breach (fundamental, negligent or otherwise) by any Party of its representations, warranties or covenants under this Agreement or under any Closing document or by any termination or rescission of this Agreement by any Party.

The Vendors and the Company acknowledge that the Purchaser is acting as trustee and agent for the remaining Purchaser Indemnified Parties, on whose behalf and for whose benefit the indemnity in Section 11.1, is provided and that such remaining Indemnified Parties have the full right and entitlement to take the benefit of and enforce such indemnity notwithstanding that they may not individually be parties to this Agreement. The Vendors agree that the Purchaser may enforce the indemnity for and on behalf of such remaining Purchaser Indemnified Parties and, in such event, the Vendors will not in any proceeding to enforce the indemnity by or on behalf of such remaining Purchaser Indemnified Parties assert any defence thereto based on the absence of authority or consideration or privity of contract and irrevocably waives the benefit of any such defence.

Effective as of the Closing, in consideration of the mutual covenants and agreements contained in this Agreement, including the consideration to be received by the Vendors:

None of the Parties shall issue any press release or make any public announcement or other disclosure relating to the existence or subject matter of this Agreement without the prior written consent of the other Parties. Notwithstanding the foregoing, Questcor shall be permitted to issue any press release or make any public announcement or other disclosure relating to the existence or subject matter of this Agreement without the prior written consent of the Vendors and the Company, including that Questcor may make any public announcement or disclosure concerning its publicly-traded securities it believes in good faith is required by applicable Law, any listing or trading agreement, or the rules and regulations of NASDAQ, including the filing by Questcor of a Current Report on Form 8-K (the “Questcor 8-K”) to report execution of this Agreement. In connection with the preparation of the Questcor 8-K, the Company and the Vendors shall, upon request by Questcor, furnish to Questcor all information as may be reasonably necessary or advisable in connection with the transactions contemplated by this Agreement. The Vendors and the Company warrant and represent to Questcor that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. On or after the date of the Agreement, the Vendors, the Company, the Purchaser and Questcor shall jointly issue a public announcement and/or press release and/or other disclosure, as shall be mutually agreed, of the transactions contemplated by this Agreement. Each Party will not unreasonably withhold approval from the other Parties with respect to any press release or public announcement. If any Party determines with the advice of counsel that it is required to make this Agreement and the terms of the transaction public or otherwise issue a press release or make public disclosure with respect thereto, it shall, at a reasonable time before making any public disclosure, consult with the other Parties regarding such disclosure, seek such confidential treatment for such terms or portions of this Agreement or the transaction as may be reasonably requested by the other Parties and disclose only such information as is legally compelled to be disclosed. This provision will not apply to communications by any party to its counsel, accountants and other professional advisors.

Except as otherwise provided in this Agreement, including Section 3.1(b):

Any notice, consent or approval required or permitted to be given in connection with this Agreement (in this Section referred to as a “Notice”) must be in writing and is sufficiently given if delivered (whether in person, by courier service or other personal method of delivery) or transmitted (whether by fax or e-mail) to the addresses or co-ordinates set out in Schedule 12.3.

Any Notice delivered or transmitted to a Party as provided above is deemed to have been given and received on the day it is delivered or transmitted, so long as it is delivered or transmitted on a Business Day prior to 5:00 p.m. local time in the place of delivery or receipt. If the Notice is delivered or transmitted after 5:00 p.m. local time or if such day is not a Business Day then the Notice is deemed to have been given and received on the next Business Day.

Any Party may, from time to time, change its address by giving Notice to the other Parties in accordance with the provisions of this Section.

No Party may assign this Agreement or any rights or obligations under this Agreement without the prior written consent of the other Parties, except that the Purchaser may assign all or a portion of its rights hereunder to an Affiliate of the Purchaser, but no such assignment relieves the Purchaser of its obligations under this Agreement.

This Agreement enures to the benefit of and is binding upon the Parties and their respective heirs, attorneys, guardians, estate trustees, executors, trustees and permitted assigns.

No amendment, supplement, modification or waiver or termination of this Agreement and, unless otherwise specified, no consent or approval by any Party, is binding unless executed in writing by the Party to be bound thereby.

The Parties will, with reasonable diligence, do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated by this Agreement, and each Party will provide such further documents or instruments required by any other Party as may be reasonably necessary or desirable to effect the purpose of this Agreement and carry out its provisions, whether before or after the Closing.

This Agreement may be executed by the Parties in counterparts and may be delivered by fax or portable document format (PDF) and all such counterparts together constitute one agreement.

IN WITNESS OF WHICH the Parties have executed this Agreement.