20,000,000 Shares Avanir Pharmaceuticals, Inc. Common Stock ($0.0001 par value per share) UNDERWRITING AGREEMENTUnderwriting 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.
