Avanir Pharmaceuticals Sample Contracts

AGREEMENT
Employment Agreement • December 14th, 2005 • Avanir Pharmaceuticals • Pharmaceutical preparations • California
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CLASS H STOCK PURCHASE WARRANT
Lidak Pharmaceuticals • April 4th, 1997 • Pharmaceutical preparations • California
BACKGROUND:
Securities Purchase Agreement • December 11th, 2003 • Avanir Pharmaceuticals • Pharmaceutical preparations • New York
20,000,000 Shares Avanir Pharmaceuticals, Inc. Common Stock ($0.0001 par value per share) UNDERWRITING AGREEMENT
Underwriting Agreement • November 18th, 2010 • Avanir Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

Introductory. Avanir Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 20,000,000 shares of its common stock, par value $0.0001 per share (the “Shares”). The 20,000,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,000,000 Shares as provided in Section 2 hereof. The additional 3,000,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies & Company, Inc. (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares.

Avanir Pharmaceuticals, Inc. 18,200,000 Shares of Common Stock Underwriting Agreement
Avanir Pharmaceuticals, Inc. • September 25th, 2014 • Pharmaceutical preparations • New York

Avanir Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 18,200,000 shares of common stock, par value $0.0001 per share, of the Company (the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional 2,730,000 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

AGREEMENT
Employment Agreement • August 14th, 1998 • Lidak Pharmaceuticals • Pharmaceutical preparations • California
CLASS G STOCK PURCHASE WARRANT #14
Avanir Pharmaceuticals • December 23rd, 2003 • Pharmaceutical preparations • California
ISSUER AND TRUSTEE INDENTURE
Indenture • July 22nd, 2005 • Avanir Pharmaceuticals • Pharmaceutical preparations • New York
AVANIR PHARMACEUTICALS, INC. SALES AGREEMENT
Sales Agreement • August 8th, 2012 • Avanir Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

Avanir Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:

RECITALS
License Agreement • August 14th, 2000 • Avanir Pharmaceuticals • Pharmaceutical preparations • California
AGREEMENT
Retention Agreement • August 14th, 1998 • Lidak Pharmaceuticals • Pharmaceutical preparations • California
JOINT FILING AGREEMENT Exhibit 1.1 ---------- JOINT FILING AGREEMENT
Joint Filing Agreement • July 20th, 2004 • Avanir Pharmaceuticals • Pharmaceutical preparations

The undersigned hereby agree that the Statement on this Schedule 13G, dated May 26, 2004, (the "Schedule 13G"), with respect to the Common Stock, no par value per share, of Avanir Pharmaceuticals is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to this Schedule 13G. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

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AVANIR PHARMACEUTICALS, INC. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 9th, 2012 • Avanir Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

This Indemnification Agreement (“Agreement”) is made effective as of by and between Avanir Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • December 3rd, 1999 • Avanir Pharmaceuticals • Pharmaceutical preparations
ISSUER AND TRUSTEE INDENTURE
Indenture • July 22nd, 2005 • Avanir Pharmaceuticals • Pharmaceutical preparations • New York
34,972,678 Shares Warrants to Purchase 12,240,437 Shares AVANIR PHARMACEUTICALS Common Stock PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • March 27th, 2008 • Avanir Pharmaceuticals • Pharmaceutical preparations • New York

Avanir Pharmaceuticals, a California corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to certain investors (each an “Investor” and, collectively, the “Investors”), (i) up to 34,972,678 shares (the “Shares”) of the Company’s Class A common stock, no par value per share (the “Common Stock”), and (ii) warrants to purchase up to 12,240,437 shares of Common Stock (the “Warrants” and together with the Shares, the “Securities”). The shares of Common Stock issuable upon exercise of the Warrants are hereinafter referred to as the “Warrant Shares”. The Company desires to engage Piper Jaffray & Co. as its exclusive placement agent (the “Placement Agent”) in connection with such issuance and sale. The Securities are more fully described in the Registration Statements (as hereinafter defined).

AVANIR PHARMACEUTICALS DOCS® Financing Program 5,684,000 Shares of Class A Common Stock, no par value SALES AGREEMENT December 15, 2006
Sales Agreement • June 4th, 2007 • Avanir Pharmaceuticals • Pharmaceutical preparations • New York

THIS SALES AGREEMENT (the “Agreement”) dated as of December 15, 2006 between Brinson Patrick Securities Corporation, having its principal office at 330 Madison Avenue, 9th Floor, New York, New York 10017 (the “Sales Manager”) and Avanir Pharmaceuticals, a corporation organized and existing under the laws of the State of California (the “Company”).

RECITALS
Common Stock Purchase Agreement • February 4th, 2000 • Avanir Pharmaceuticals • Pharmaceutical preparations • California
VOID AFTER 5:00 P.M., PACIFIC TIME MARCH 31, 2004
Avanir Pharmaceuticals • April 20th, 1999 • Pharmaceutical preparations • California
BETWEEN
Loan Agreement • December 3rd, 1999 • Avanir Pharmaceuticals • Pharmaceutical preparations • New York
AGREEMENT AND PLAN OF MERGER by and among OTSUKA PHARMACEUTICAL CO., LTD., BIGARADE CORPORATION and AVANIR PHARMACEUTICALS, INC. Dated as of December 1, 2014
Agreement and Plan of Merger • December 2nd, 2014 • Avanir Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

Company Share, net to the holder thereof, subject to reduction for any applicable withholding taxes payable in respect thereof, in cash (such amount, or any higher amount per Company Share that may be paid pursuant to the Offer, being hereinafter referred to as the “Offer Price”), all upon the terms and subject to the conditions set forth herein;

Exhibit 10.4
Indemnification Agreement • December 23rd, 2003 • Avanir Pharmaceuticals • Pharmaceutical preparations • California
EXHIBIT 99.1
License Purchase Agreement • January 7th, 2003 • Avanir Pharmaceuticals • Pharmaceutical preparations • New York
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