0001299933-05-006676 Sample Contracts

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • December 19th, 2005 • Avanir Pharmaceuticals • Pharmaceutical preparations • California

STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 16, 2005, by and among Avanir Pharmaceuticals, a California corporation, (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Buyers”).

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Avanir Letterhead]
Avanir Pharmaceuticals • December 19th, 2005 • Pharmaceutical preparations

This letter agreement confirms the finder’s fee arrangement between Avanir Pharmaceuticals, a California corporation (“Avanir”) and Leerink Swann & Co (“Leerink”), pursuant to which Avanir will pay Leerink a 4% finder’s fee on the gross offering proceeds received by Avanir from Wellington Capital Management and its affiliates (“Wellington”) for an investment in Avanir’s Class A common stock in a registered direct transaction that is expected to close the week of December 19, 2005 (the “Offering”).

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