1)

We note recent media reports regarding the pricing of Acthar and the potential for increased scrutiny and government investigations regarding such pricing. We also note the substantial decrease in your stock price in November 2015 in response to the negative publicity. Please tell us what consideration you gave to disclosing the material risks to your company related to the public scrutiny of your Acthar pricing, including the material impact of any current or potential investigations or litigation.

•	“Our product concentration may materially adversely affect our financial condition and results of operations.” (page 27)

•	“Cost-containment efforts of our customers, purchasing groups, third-party payers and governmental organizations could materially adversely affect our net sales and results of operations.” (pages 27-28)

•	“Sales of our products are affected by the reimbursement practices of public and private insurers. In addition, reimbursement criteria or policies and the use of tender systems outside the U.S. could reduce prices for our products or reduce our market opportunities.” (page 28)

•	“We may not achieve the anticipated benefits of price increases enacted on our pharmaceutical products, which may adversely affect our business.” (page 29)

•	"We face significant competition and may not be able to compete effectively." (page 30)

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2)

We note that in your Registration Statement on Form S-4 (333-196054) you refer investors to the risk factors in Questcor’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and Questcor’s Current Report on Form 8-K filed on July 10, 2014. These risk factors inform investors of potential risks relating specifically to Acthar, such as details of reimbursement rates for Acthar, limitations placed on coverage of Acthar by certain insurers, product safety of Acthar and adverse events reported by patients. Given that sales of Acthar represent approximately 30% of your total net sales, please tell us why you have not included similar risk factors in your current Form 10-K and provided more fulsome disclosure relating to Acthar specifically, such as the cost per vial.

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3)	We note that in your earnings call for the fourth quarter of 2015 you highlight your efforts to increase reimbursement through the use of six Specialty Pharmacies. Please tell us how the use of Specialty Pharmacies increases the reimbursement rate for Acthar.

4)

For each of the first two matters in this section you disclose that you cannot determine with certainty the ultimate outcome of the matter and that the ultimate resolution over amounts already accrued could have a material adverse effect on your financial condition, results of operations and cash flows. As ASC 450-20-25-2 requires only that a loss contingency be reasonably estimable, not determinable with certainty, tell us why you have not disclosed the reasonably possible loss or range of reasonably possible loss in excess of the amounts accrued as required by ASC 450-20-50-3 and 50-4. If you cannot reasonably estimate the possible loss or range of possible loss, tell us why not for each matter in your response and represent to us that you will specifically indicate this inability in future disclosures as required by ASC 450-20-50-4b.

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5)

Please tell us the nature of the medical affairs costs you reclassified to research and development expenses during the first quarter of fiscal 2016 as well as the nature of the medical affairs costs you continue to classify as selling, general and administrative expenses. For those costs you now classify as research and development expenses, tell us how these costs represent the discovery of new knowledge or the translation of new knowledge into new products or processes, consistent with the definitions of research and development, respectively, in ASC 730-10-20. Also see ASC 730-10-55-1 and 55-2.

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Phase IV Studies and Investigator Initiated Research (“IIR”) - The Company’s medical affairs organization performs Phase IV and funds IIR studies to provide a framework for research that increases the understanding of diseases, disease management, or drug use and their related effects in a variety of patient populations. These studies further the understanding of how our products (including H.P. Acthar® Gel (repository corticotropin injection), OFIRMEV® (acetaminophen) injection, INOMAX® (nitric oxide) gas, for inhalation, Therakos® photopheresis and others) interact with these disease states, patient populations and treatment regimens.

•	Grants and Fellowships (“Grants”) - The Company’s grants program funds independent studies by medical professionals that increases the understanding of diseases, disease management, or drug use and their related effects in a variety of patient populations.

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Phamacovigilance - The Company's pharmacovigilance group is responsible for the collection, processing and analysis of adverse events for products in compliance with regulatory requirements. The goals of the pharmacovigilance department are to minimize or prevent harm to patients by identifying new safety concerns and/or hazards associated with the Company's products and to implement risk-minimization measures when appropriate.

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Medical Science Liaison (“MSL”) - The MSL organization delivers clinical and scientific data and clinical education to key thought leaders, professional societies, and practitioners focused on various disease states, including those associated with the Company’s products. The MSL organization is also responsible for engaging with the medical community regarding clinical and scientific data to obtain feedback on the published information and engage in dialogue.

•	Health Economic Outcomes Research (“HEOR”) - HEOR is performed to demonstrate the economic value of our currently approved products to prescribers, hospitals and payers. This research, and related publications, balance the cost of the Company’s products and treatment therapies with alternatives, in the context of overall healthcare savings that can be generated from the Company's products.

•	Risk Evaluation and Mitigation Strategy (“REMS”) - A REMS may be required by the Food and Drug Administration as part of the approval of a new product, or for an approved product when new safety

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•	The Company is responsible for the adequacy and accuracy of the disclosure in its filings with the Commission under the Securities and Exchange Act of 1934, as amended (“Exchange Act Filings”);

•	Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Company’s Exchange Act Filings; and

•	The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.