0001299933-05-001606 Sample Contracts

7,770,000 Shares Common Stock PLACEMENT AGENCY AGREEMENT
Agency Agreement • April 6th, 2005 • Avanir Pharmaceuticals • Pharmaceutical preparations • New York

This opinion letter is rendered to you in connection with the issuance and sale of the Shares as contemplated by the Agreement and is solely for your benefit in connection with the Agreement. This opinion letter may not be relied upon by you for any other purpose, or relied upon by any other person, firm, corporation or other entity for any purpose, without our prior written consent. We disclaim any obligation to advise you of any facts, circumstances, events or developments in areas covered by this opinion letter that occur or that are brought to our attention after the date of this opinion letter.

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